|
☑
|
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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|
For the Fiscal Year Ended December 31, 2019
|
☐
|
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from to .
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Netherlands
|
|
98-1493528
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of Each Class:
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered:
|
Ordinary shares, nominal value €0.01
|
|
MYL
|
|
The NASDAQ Stock Market
|
Document
|
Part of Form 10-K into Which
Document is Incorporated
|
An amendment to this Form 10-K will be filed no later than 120 days after the close of registrant’s fiscal year.
|
III
|
|
|
|
Page
|
PART I
|
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
|
|
|
PART II
|
|
|
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
||
ITEM 9A.
|
||
ITEM 9B.
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||
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PART III
|
|
|
ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
|
||
ITEM 14.
|
||
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PART IV
|
|
|
ITEM 15.
|
||
ITEM 1.
|
Business
|
|
Percentage of Consolidated Net Sales
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
McKesson Corporation
|
15
|
%
|
|
12
|
%
|
|
13
|
%
|
AmerisourceBergen Corporation
|
9
|
%
|
|
8
|
%
|
|
8
|
%
|
Cardinal Health, Inc.
|
8
|
%
|
|
8
|
%
|
|
10
|
%
|
MYLAN’S MAJOR THERAPEUTIC AREAS*
|
|||||
|
|
|
|
|
|
Products
|
Cardiovascular
|
CNS & Anesthesia
|
Dermatology
|
Diabetes & Metabolism
|
Gastroenterology
|
Current
|
1,150
|
1,900
|
500
|
450
|
700
|
Pipeline
|
300
|
400
|
60
|
250
|
100
|
|
|
|
|
|
|
Products
|
Immunology
|
Infectious Disease
|
Oncology
|
Respiratory & Allergy
|
Women’s Health
|
Current
|
80
|
1,100
|
450
|
600
|
650
|
Pipeline
|
75
|
800
|
500
|
150
|
150
|
|
|
|
|
|
|
*Product defined by product/dosage form/country. Products taken from internal data and rounded.
|
ITEM 1A.
|
Risk Factors
|
•
|
the requirement that we pay Pfizer a termination fee of $322 million if the Combination is not consummated because the Business Combination Agreement is terminated under certain circumstances;
|
•
|
the requirement that we must reimburse Pfizer up to $96 million of Pfizer’s reasonable out-of-pocket costs, fees and expenses in connection with the transactions, if our shareholders do not approve the Combination and the Business Combination Agreement is terminated by either Pfizer or us;
|
•
|
the fact that substantial costs related to the Combination incurred by us, such as legal, accounting, filing, financial advisory and financial printing fees, must be paid regardless of whether the Combination is consummated; and
|
•
|
possible negative reactions from our customers, regulators and employees.
|
•
|
the diversion of management’s attention to integration matters and restructuring activities;
|
•
|
difficulties in achieving anticipated synergies, operating efficiencies, business opportunities, and growth prospects from restructuring or business transformation activities or business or asset combinations within the expected timeframe or at all;
|
•
|
difficulties in the integration of operations and information technology (“IT”) applications, including enterprise resource planning (“ERP”) systems;
|
•
|
difficulties in the integration of employees;
|
•
|
difficulties in managing the operations of a larger or more complex company;
|
•
|
challenges in keeping existing customers and obtaining new customers;
|
•
|
challenges in reducing reliance on transition services prior to the expiration of any period in which such services are provided by a transaction counterparty;
|
•
|
difficulties in obtaining a favorable price for any divestiture, in a timely manner or at all;
|
•
|
challenges in moving or rationalizing production facilities, including obtaining the consent of customers or regulatory authorities;
|
•
|
operational or financial difficulties that would not have occurred if acquired companies, businesses, or assets continued operating in their former structures;
|
•
|
challenges in attracting and retaining key personnel; and
|
•
|
the complexities of managing relationships with transaction counterparties and other business partners, including service agreements, development and manufacturing relationships, and license arrangements.
|
•
|
compliance with the national and local laws of countries in which we do business, including, but not limited to, data privacy and protection, import/export and intellectual property protections;
|
•
|
less established legal and regulatory regimes in certain jurisdictions, including with respect to the enforcement of intellectual property rights;
|
•
|
compliance with a variety of U.S. laws including, but not limited to, regulations put forth by the U.S. Treasury’s Office of Foreign Assets Control, the Iran Threat Reduction and Syria Human Rights Act of 2012 and rules relating to the use of certain “conflict minerals” under Section 1502 of the Dodd-Frank Wall Street Reform and the Consumer Protection Act;
|
•
|
changes in laws, regulations, and practices affecting the pharmaceutical industry and the healthcare system, including but not limited to imports, exports, manufacturing, quality, cost, pricing, reimbursement, approval, inspection, and delivery of healthcare;
|
•
|
changes in policies designed to promote foreign investment, including significant tax incentives, liberalized import and export duties, and preferential rules on foreign investment and repatriation;
|
•
|
increased Congressional scrutiny of overseas pharmaceutical manufacturing and
|
•
|
differing local product preferences and product requirements;
|
•
|
adverse changes in the economies in which we or our partners and suppliers operate as a result of a slowdown in overall growth, a change in government or economic policies, or financial, political, or social change or instability in such countries that affects the markets in which we operate, particularly emerging markets;
|
•
|
changes in employment laws, wage increases, or rising inflation in the countries in which we or our partners and suppliers operate;
|
•
|
supply disruptions and increases in energy and transportation costs;
|
•
|
increased tariffs on the import or export of our products or API, including on imports from China to the U.S.;
|
•
|
natural or man-made disasters, including droughts, floods, earthquakes, hurricanes and the impact of climate change in the countries in which we or our partners and suppliers operate;
|
•
|
local disturbances, the outbreak of highly contagious diseases or other health epidemics (such as coronavirus), terrorist attacks, riots, social disruption, wars, or regional hostilities in the countries in which we or our partners and suppliers operate and that could affect the economy, our operations and employees by disrupting operations and communications, making travel and the conduct of our business more difficult, and/or causing our customers to be concerned about our ability to meet their needs; and
|
•
|
government uncertainty, including as a result of new or changed laws and regulations.
|
•
|
costs incurred to combine the operations of companies we acquire, such as transitional employee expenses and employee retention, redeployment or relocation expenses;
|
•
|
impairment of goodwill or intangible assets, including acquired in-process research and development (“IPR&D”);
|
•
|
amortization of intangible assets acquired;
|
•
|
a reduction in the useful lives of intangible assets acquired;
|
•
|
identification of or changes to assumed contingent liabilities, including, but not limited to, contingent purchase price consideration including fair value adjustments, income tax contingencies and other non-income tax contingencies, after our final determination of the amounts for these contingencies or the conclusion of the measurement period (generally up to one year from the acquisition date), whichever comes first;
|
•
|
charges to our operating results to eliminate certain duplicative pre-acquisition activities, to restructure our operations or to reduce our cost structure; and
|
•
|
charges to our operating results resulting from expenses incurred to effect the acquisition.
|
•
|
proprietary processes or delivery systems;
|
•
|
larger or more productive R&D and marketing staff;
|
•
|
larger or more efficient production capabilities in a particular therapeutic area;
|
•
|
more experience in preclinical testing and human clinical trials;
|
•
|
more products; or
|
•
|
more experience in developing new drugs and greater financial resources, particularly with regard to manufacturers of branded products.
|
•
|
entering into agreements whereby other generic companies will begin to market an authorized generic, which is the approved brand-name drug without the brand-name on its label, at the same time or after generic competition initially enters the market;
|
•
|
launching their own authorized generic product prior to or at the same time or after generic competition initially enters the market;
|
•
|
pricing a branded product at a discount equivalent to generic pricing, as was the case for Copaxone after the launch of our generic glatiramer acetate products;
|
•
|
filing petitions with the FDA or other regulatory bodies seeking to prevent or delay approvals, including timing the filings so as to thwart generic competition by causing delays of our product approvals;
|
•
|
contracting strategies among pharmaceutical manufacturers and PBMs that could decrease generic or biosimilar utilization and negatively impact our product launches;
|
•
|
seeking to establish regulatory and legal obstacles that would make it more difficult to demonstrate bioequivalence or to meet other requirements for approval, and/or to prevent regulatory agency review of applications;
|
•
|
initiating legislative or other efforts to limit the substitution of generic versions of brand pharmaceuticals;
|
•
|
filing suits for patent infringement and other claims that may delay or prevent regulatory approval, manufacture, and/or sale of generic products;
|
•
|
introducing “next-generation” products prior to the expiration of market exclusivity for the reference product, which often materially reduces the demand for the generic or the reference product for which we seek regulatory approval;
|
•
|
persuading regulatory bodies to withdraw the approval of brand-name drugs for which the patents are about to expire and converting the market to another product of the brand company on which longer patent protection exists;
|
•
|
obtaining extensions of market exclusivity by conducting clinical trials of brand drugs in pediatric populations or by other methods; and
|
•
|
seeking to obtain new patents on drugs for which patent protection is about to expire.
|
•
|
the availability, perceived advantages, and relative safety and efficacy of alternative products from our competitors;
|
•
|
the degree to which the approved labeling supports promotional initiatives for commercial success;
|
•
|
the prices of our products relative to those of our competitors;
|
•
|
the timing of our market entry;
|
•
|
the effectiveness of our marketing, sales, and distribution strategy and operations; and
|
•
|
other competitor actions, including legal actions.
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to make debt service payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, challenges and opportunities, and changes in our businesses and the markets in which we operate;
|
•
|
limiting our ability to obtain additional financing to fund our working capital, capital expenditures, acquisitions and debt service requirements and other financing needs;
|
•
|
increasing our vulnerability to increases in interest rates in general because a substantial portion of our indebtedness bears interest at floating rates; and
|
•
|
placing us at a competitive disadvantage to our competitors that have less debt.
|
ITEM 1B.
|
Unresolved Staff Comments
|
ITEM 2.
|
Properties
|
ITEM 3.
|
Legal Proceedings
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
December 31,
2014 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2017 |
|
December 31,
2018 |
|
December 31,
2019 |
||||||
Mylan N.V. (1)
|
100.00
|
|
|
95.92
|
|
|
67.68
|
|
|
75.06
|
|
|
48.61
|
|
|
35.66
|
|
S&P 500
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
Dow Jones U.S. Pharmaceuticals
|
100.00
|
|
|
106.21
|
|
|
103.90
|
|
|
116.41
|
|
|
126.16
|
|
|
145.72
|
|
(1)
|
Mylan Inc. prior to February 27, 2015.
|
ITEM 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
11,500.5
|
|
|
$
|
11,433.9
|
|
|
$
|
11,907.7
|
|
|
$
|
11,076.9
|
|
|
$
|
9,429.3
|
|
Cost of sales (1)
|
7,602.9
|
|
|
7,432.3
|
|
|
7,124.6
|
|
|
6,379.9
|
|
|
5,213.2
|
|
|||||
Gross profit
|
3,897.6
|
|
|
4,001.6
|
|
|
4,783.1
|
|
|
4,697.0
|
|
|
4,216.1
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
639.9
|
|
|
704.5
|
|
|
783.3
|
|
|
826.8
|
|
|
671.9
|
|
|||||
Selling, general and administrative
|
2,563.6
|
|
|
2,441.0
|
|
|
2,575.7
|
|
|
2,498.5
|
|
|
2,180.7
|
|
|||||
Litigation settlements and other contingencies, net
|
(21.4
|
)
|
|
(49.5
|
)
|
|
(13.1
|
)
|
|
672.5
|
|
|
(97.4
|
)
|
|||||
Total operating expenses
|
3,182.1
|
|
|
3,096.0
|
|
|
3,345.9
|
|
|
3,997.8
|
|
|
2,755.2
|
|
|||||
Earnings from operations
|
715.5
|
|
|
905.6
|
|
|
1,437.2
|
|
|
699.2
|
|
|
1,460.9
|
|
|||||
Interest expense
|
517.3
|
|
|
542.3
|
|
|
534.6
|
|
|
454.8
|
|
|
339.4
|
|
|||||
Other expense (income), net
|
43.8
|
|
|
64.9
|
|
|
(0.4
|
)
|
|
122.7
|
|
|
206.1
|
|
|||||
Earnings before income taxes
|
154.4
|
|
|
298.4
|
|
|
903.0
|
|
|
121.7
|
|
|
915.4
|
|
|||||
Income tax provision (benefit)
|
137.6
|
|
|
(54.1
|
)
|
|
207.0
|
|
|
(358.3
|
)
|
|
67.7
|
|
|||||
Net loss attributable to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
16.8
|
|
|
$
|
352.5
|
|
|
$
|
696.0
|
|
|
$
|
480.0
|
|
|
$
|
847.6
|
|
Earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.03
|
|
|
$
|
0.69
|
|
|
$
|
1.30
|
|
|
$
|
0.94
|
|
|
$
|
1.80
|
|
Diluted
|
$
|
0.03
|
|
|
$
|
0.68
|
|
|
$
|
1.30
|
|
|
$
|
0.92
|
|
|
$
|
1.70
|
|
Weighted average ordinary shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
515.7
|
|
|
514.5
|
|
|
534.5
|
|
|
513.0
|
|
|
472.2
|
|
|||||
Diluted
|
516.5
|
|
|
516.5
|
|
|
536.7
|
|
|
520.5
|
|
|
497.4
|
|
|||||
Selected Balance Sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
31,255.5
|
|
|
$
|
32,734.9
|
|
|
$
|
35,806.3
|
|
|
$
|
34,726.2
|
|
|
$
|
22,267.7
|
|
Working capital (2)
|
1,188.2
|
|
|
1,779.9
|
|
|
828.0
|
|
|
2,481.8
|
|
|
2,350.5
|
|
|||||
Short-term borrowings
|
—
|
|
|
1.9
|
|
|
46.5
|
|
|
46.4
|
|
|
1.3
|
|
|||||
Long-term debt, including current portion of long-term debt
|
12,671.9
|
|
|
13,816.4
|
|
|
14,614.5
|
|
|
15,426.2
|
|
|
7,294.3
|
|
|||||
Total equity
|
11,883.8
|
|
|
12,167.1
|
|
|
13,307.6
|
|
|
11,117.6
|
|
|
9,765.8
|
|
(1)
|
Cost of sales includes the following amounts primarily related to the amortization of purchased intangibles from acquisitions: $1.58 billion, $1.61 billion, $1.44 billion, $1.32 billion and $854.2 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively. In addition, cost of sales included the following amounts related to
|
(2)
|
Working capital is calculated as current assets minus current liabilities.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition And Results of Operations
|
•
|
with respect to the Combination, the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Combination, changes in relevant tax and other laws, the parties’ ability to consummate the Combination, the conditions to the completion of the Combination, including receipt of approval of Mylan’s shareholders, not being satisfied or waived on the anticipated timeframe or at all, the regulatory approvals required for the Combination not being obtained on the terms expected or on the anticipated schedule or at all, the integration of Mylan and the Upjohn Business being more difficult, time consuming or costly than expected, Mylan’s and the Upjohn Business’s failure to achieve expected or targeted future financial and operating performance and results, the possibility that the combined company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the Combination within the expected timeframes or at all or to successfully integrate Mylan and the Upjohn Business, customer loss and business disruption being greater than expected following the Combination, the retention of key employees being more difficult following the Combination, changes in third-party relationships and changes in the economic and financial conditions of the business of Mylan or the Upjohn Business;
|
•
|
actions and decisions of healthcare and pharmaceutical regulators;
|
•
|
failure to achieve expected or targeted future financial and operating performance and results;
|
•
|
uncertainties regarding future demand, pricing and reimbursement for our or the Upjohn Business’s products;
|
•
|
any regulatory, legal or other impediments to Mylan’s or the Upjohn Business’s ability to bring new products to market, including, but not limited to, where Mylan or the Upjohn Business uses its business judgment and decides to manufacture, market and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch”);
|
•
|
success of clinical trials and Mylan’s or the Upjohn Business’s ability to execute on new product opportunities;
|
•
|
any changes in or difficulties with our or the Upjohn Business’s manufacturing facilities, including with respect to remediation and restructuring activities, supply chain or inventory or the ability to meet anticipated demand;
|
•
|
the scope, timing and outcome of any ongoing legal proceedings, including government investigations, and the impact of any such proceedings on our or the Upjohn Business’s financial condition, results of operations and/or cash flows;
|
•
|
the ability to meet expectations regarding the accounting and tax treatments of acquisitions;
|
•
|
changes in relevant tax and other laws, including but not limited to changes in the U.S. tax code and healthcare and pharmaceutical laws and regulations in the U.S. and abroad;
|
•
|
any significant breach of data security or data privacy or disruptions to our or the Upjohn Business’s IT systems;
|
•
|
the ability to protect intellectual property and preserve intellectual property rights;
|
•
|
the effect of any changes in customer and supplier relationships and customer purchasing patterns;
|
•
|
the ability to attract and retain key personnel;
|
•
|
the impact of competition;
|
•
|
identifying, acquiring and integrating complementary or strategic acquisitions of other companies, products or assets being more difficult, time-consuming or costly than anticipated;
|
•
|
the possibility that Mylan may be unable to achieve expected synergies and operating efficiencies in connection with business transformation initiatives, strategic acquisitions, strategic initiatives or restructuring programs within the expected timeframes or at all;
|
•
|
uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions and global exchange rates; and
|
•
|
inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards or on an adjusted basis.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Total revenues
|
$
|
11,500.5
|
|
|
$
|
11,433.9
|
|
|
$
|
66.6
|
|
|
1
|
%
|
Gross profit
|
3,897.6
|
|
|
4,001.6
|
|
|
(104.0
|
)
|
|
(3
|
)%
|
|||
Earnings from operations
|
715.5
|
|
|
905.6
|
|
|
(190.1
|
)
|
|
(21
|
)%
|
|||
Net earnings
|
16.8
|
|
|
352.5
|
|
|
(335.7
|
)
|
|
(95
|
)%
|
|||
Diluted earnings per ordinary share
|
$
|
0.03
|
|
|
$
|
0.68
|
|
|
$
|
(0.65
|
)
|
|
(96
|
)%
|
|
Year Ended December 31,
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
% Change
|
|
2019 Currency Impact (1)
|
|
2019 Constant Currency Revenues
|
|
Constant Currency % Change (2)
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
4,164.1
|
|
|
$
|
4,095.6
|
|
|
2
|
%
|
|
$
|
5.4
|
|
|
$
|
4,169.5
|
|
|
2
|
%
|
Europe
|
4,037.1
|
|
|
4,157.3
|
|
|
(3
|
)%
|
|
223.7
|
|
|
4,260.8
|
|
|
2
|
%
|
||||
Rest of World
|
3,169.1
|
|
|
3,015.8
|
|
|
5
|
%
|
|
93.3
|
|
|
3,262.4
|
|
|
8
|
%
|
||||
Total net sales
|
11,370.3
|
|
|
11,268.7
|
|
|
1
|
%
|
|
322.4
|
|
|
11,692.7
|
|
|
4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other revenues (3)
|
130.2
|
|
|
165.2
|
|
|
(21
|
)%
|
|
2.1
|
|
|
132.3
|
|
|
(20
|
)%
|
||||
Consolidated total revenues (4)
|
$
|
11,500.5
|
|
|
$
|
11,433.9
|
|
|
1
|
%
|
|
$
|
324.5
|
|
|
$
|
11,825.0
|
|
|
3
|
%
|
(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 2019 constant currency net sales or revenues to the corresponding amount in the prior year.
|
(3)
|
For the year ended December 31, 2019, other revenues in North America, Europe, and Rest of World were approximately $74.2 million, $16.0 million, and $40.0 million, respectively.
|
(4)
|
Amounts exclude intersegment revenue that eliminates on a consolidated basis.
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
U.S. GAAP cost of sales
|
$
|
7,602.9
|
|
|
$
|
7,432.3
|
|
Deduct:
|
|
|
|
||||
Purchase accounting amortization and other related items
|
(1,767.1
|
)
|
|
(1,833.3
|
)
|
||
Acquisition related items
|
(6.8
|
)
|
|
(2.9
|
)
|
||
Restructuring and related costs
|
(100.9
|
)
|
|
(118.4
|
)
|
||
Shared-based compensation expense
|
(1.1
|
)
|
|
—
|
|
||
Other special items
|
(366.0
|
)
|
|
(225.1
|
)
|
||
Adjusted cost of sales
|
$
|
5,361.0
|
|
|
$
|
5,252.6
|
|
|
|
|
|
||||
Adjusted gross profit (a)
|
$
|
6,139.5
|
|
|
$
|
6,181.3
|
|
|
|
|
|
||||
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.
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Respiratory delivery platform contingent consideration adjustment
|
$
|
(20.4
|
)
|
|
$
|
(44.0
|
)
|
Jai Pharma Limited and other contingent consideration adjustments
|
—
|
|
|
2.5
|
|
||
Litigation settlements, net
|
(1.0
|
)
|
|
(8.0
|
)
|
||
Total litigation settlements and other contingencies, net
|
$
|
(21.4
|
)
|
|
$
|
(49.5
|
)
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Losses from equity affiliates, primarily clean energy investments
|
$
|
62.1
|
|
|
$
|
78.7
|
|
Foreign exchange gains, net
|
(9.4
|
)
|
|
(20.0
|
)
|
||
Other (gains)/losses, net
|
(8.9
|
)
|
|
6.2
|
|
||
Other expense, net
|
$
|
43.8
|
|
|
64.9
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
% Change
|
|
2018 Currency Impact (1)
|
|
2018 Constant Currency Revenues
|
|
Constant Currency % Change (2)
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
4,095.6
|
|
|
$
|
4,969.6
|
|
|
(18
|
)%
|
|
$
|
(0.8
|
)
|
|
$
|
4,094.8
|
|
|
(18
|
)%
|
Europe
|
4,157.3
|
|
|
3,958.3
|
|
|
5
|
%
|
|
(144.5
|
)
|
|
4,012.8
|
|
|
1
|
%
|
||||
Rest of World
|
3,015.8
|
|
|
2,832.1
|
|
|
7
|
%
|
|
88.6
|
|
|
3,104.4
|
|
|
10
|
%
|
||||
Total net sales
|
11,268.7
|
|
|
11,760.0
|
|
|
(4
|
)%
|
|
(56.7
|
)
|
|
11,212.0
|
|
|
(5
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other revenues (3)
|
165.2
|
|
|
147.7
|
|
|
12
|
%
|
|
(2.0
|
)
|
|
163.2
|
|
|
10
|
%
|
||||
Consolidated total revenues (4)
|
$
|
11,433.9
|
|
|
$
|
11,907.7
|
|
|
(4
|
)%
|
|
$
|
(58.7
|
)
|
|
$
|
11,375.2
|
|
|
(4
|
)%
|
(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 year ended December 31, 2018, other revenues in North America, Europe, and Rest of World were approximately $112.4 million, $27.1 million, and $25.7 million, respectively.
|
(4)
|
Amounts exclude intersegment revenue that eliminates on a consolidated basis.
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
U.S. GAAP cost of sales
|
$
|
7,432.3
|
|
|
$
|
7,124.6
|
|
Deduct:
|
|
|
|
||||
Purchase accounting amortization and other related items
|
(1,833.3
|
)
|
|
(1,523.8
|
)
|
||
Acquisition related items
|
(2.9
|
)
|
|
(2.8
|
)
|
||
Restructuring and related costs
|
(118.4
|
)
|
|
(46.0
|
)
|
||
Other special items
|
(225.1
|
)
|
|
(63.5
|
)
|
||
Adjusted cost of sales
|
$
|
5,252.6
|
|
|
$
|
5,488.5
|
|
|
|
|
|
||||
Adjusted gross profit (a)
|
$
|
6,181.3
|
|
|
$
|
6,419.2
|
|
|
|
|
|
||||
Adjusted gross margin (a)
|
54
|
%
|
|
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.
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Losses from equity affiliates, primarily clean energy investments
|
$
|
78.7
|
|
|
$
|
58.0
|
|
Foreign exchange gains, net
|
(20.0
|
)
|
|
(48.1
|
)
|
||
Other losses/(gains), net
|
6.2
|
|
|
(10.3
|
)
|
||
Other expense (income), net
|
$
|
64.9
|
|
|
$
|
(0.4
|
)
|
•
|
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;
|
•
|
Other costs, incurred from time to time, related to certain special events or activities that lead to gains or losses, including, but not limited to, incremental manufacturing variances, asset write-downs, or liability adjustments;
|
•
|
Certain costs to further develop and optimize our global enterprise resource planning systems, operations and supply chain; and
|
•
|
The impact of changes related to uncertain tax positions is excluded from adjusted net earnings. In addition, tax adjustments to adjusted earnings are recorded to present items on an after-tax basis consistent with the presentation of adjusted net earnings and adjusted EPS.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
U.S. GAAP net earnings and U.S. GAAP diluted earnings per share
|
$
|
16.8
|
|
|
$
|
0.03
|
|
|
$
|
352.5
|
|
|
$
|
0.68
|
|
|
$
|
696.0
|
|
|
$
|
1.30
|
|
Purchase accounting related amortization (primarily included in cost of sales)
|
1,767.0
|
|
|
|
|
1,833.9
|
|
|
|
|
1,529.7
|
|
|
|
|||||||||
Litigation settlements and other contingencies, net
|
(21.4
|
)
|
|
|
|
(49.5
|
)
|
|
|
|
(13.1
|
)
|
|
|
|||||||||
Interest expense (primarily clean energy investment financing and accretion of contingent consideration)
|
27.2
|
|
|
|
|
39.7
|
|
|
|
|
47.3
|
|
|
|
|||||||||
Clean energy investments pre-tax loss
|
62.1
|
|
|
|
|
78.7
|
|
|
|
|
47.1
|
|
|
|
|||||||||
Acquisition related costs (primarily included in SG&A) (a)
|
89.5
|
|
|
|
|
21.4
|
|
|
|
|
72.8
|
|
|
|
|||||||||
Restructuring related costs (b)
|
104.6
|
|
|
|
|
240.2
|
|
|
|
|
188.0
|
|
|
|
|||||||||
Share-based compensation expense (c)
|
56.8
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||
Other special items included in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (d)
|
366.0
|
|
|
|
|
225.1
|
|
|
|
|
63.5
|
|
|
|
|||||||||
Research and development expense (e)
|
121.1
|
|
|
|
|
118.2
|
|
|
|
|
117.7
|
|
|
|
|||||||||
Selling, general and administrative expense
|
60.2
|
|
|
|
|
43.7
|
|
|
|
|
11.7
|
|
|
|
|||||||||
Other expense, net
|
10.7
|
|
|
|
|
25.4
|
|
|
|
|
13.8
|
|
|
|
|||||||||
Tax effect of the above items and other income tax related items
|
(380.1
|
)
|
|
|
|
(564.5
|
)
|
|
|
|
(329.7
|
)
|
|
|
|||||||||
Adjusted net earnings and adjusted EPS
|
$
|
2,280.5
|
|
|
$
|
4.42
|
|
|
$
|
2,364.8
|
|
|
$
|
4.58
|
|
|
$
|
2,444.8
|
|
|
$
|
4.56
|
|
Weighted average diluted ordinary shares outstanding
|
516.5
|
|
|
|
|
516.5
|
|
|
|
|
536.7
|
|
|
|
(a)
|
Acquisition related costs consist primarily of transaction costs including legal and consulting fees and integration activities. The increase for the year ended December 31, 2019 relates to transaction costs for the pending Combination.
|
(b)
|
For the year ended December 31, 2019, approximately $100.9 million is included in cost of sales and approximately $3.8 million is included in SG&A. Refer to Note 18 Restructuring included in Item 8 in this Annual Report on Form 10-K for additional information.
|
(c)
|
Beginning in 2019, share-based compensation expense is excluded from adjusted net earnings and adjusted EPS. The full year impact for the year ended December 31, 2018 was insignificant. As such, the 2018 amount was not added back to U.S. GAAP net earnings.
|
(d)
|
The year ended December 31, 2019 increased $140.9 million primarily due to $210.6 million for certain incremental manufacturing variances and site remediation activities as a result of the activities at the Company’s Morgantown plant, approximately $40.9 million for product recall costs including inventory write-offs, and charges related to the cancellation of a contract, each of which were higher during the year ended December 31, 2019 compared to the prior year.
|
(e)
|
Adjustments primarily relate to non-refundable payments related to development collaboration agreements.
|
•
|
a decrease in net earnings for the year ended December 31, 2019 of $335.7 million, principally as a result of a decrease in earnings from operations;
|
•
|
a net decrease in the amount of cash provided by changes in accounts receivable of $360.1 million, reflecting the timing of sales and cash collections including the impact of factoring arrangements; and
|
•
|
a net increase in the amount of cash used through changes in trade accounts payable of $316.6 million as a result of the timing of cash payments.
|
•
|
a net increase in non-cash expenses of $116.5 million;
|
•
|
a net decrease of $34.7 million in the amount of cash used through changes in inventory balances;
|
•
|
a net increase in the amount of cash provided by changes in income taxes of $81.8 million as a result of the level and timing of estimated tax payments made during the current period; and
|
•
|
a net increase in the amount of cash provided by changes in other assets and liabilities of $241.4 million.
|
•
|
cash paid for acquisitions, net totaling approximately $148.7 million primarily related to payments to Novartis AG for the purchase of the worldwide rights to the TOBI Podhaler® and TOBI® solution global cystic fibrosis products;
|
•
|
payments for product rights and other, net totaling approximately $192.8 million, primarily related to the acquisitions of intellectual property rights and marketing authorizations;
|
•
|
proceeds from the sale of assets of $28.0 million; and
|
•
|
capital expenditures, primarily for equipment and facilities, totaling approximately $213.2 million. While there can be no assurance that current expectations will be realized, capital expenditures for the 2020 calendar year are expected to be approximately $300 million to $400 million.
|
•
|
cash paid for acquisitions, net totaling approximately $65.9 million related to the deferred non-contingent purchase price for the acquisition of Apicore, Inc.;
|
•
|
payments for product rights and other, net totaling approximately $943.5 million, which included payments of approximately $839.0 million related to commercialized product rights, primarily related to the worldwide rights to the TOBI Podhaler® and TOBI® solution, Betadine in certain European markets and other products in certain rest of world markets;
|
•
|
proceeds from the sale of certain assets during the year totaling approximately $29.3 million; and
|
•
|
capital expenditures, primarily for equipment and facilities, totaling approximately $252.1 million.
|
•
|
long-term debt payments of approximately $1.11 billion consisting primarily of the repayment at maturity of $550.0 million principal amount of the 2.500% Senior Notes due 2019, the partial redemption of $450.0 million principal amount of the 3.750% Senior Notes due 2020 and the repayment of the remaining approximately $100.0 million balance of the 2016 Term Facility (as defined in Note 10 Debt in Item 8 in this Annual Report on Form 10-K); and
|
•
|
payments totaling approximately $60.3 million (of the total $99.0 million) in milestone payments related to Pfizer’s proprietary dry powder inhaler delivery platform (the “respiratory delivery platform”) contingent consideration. The remaining payments related to the respiratory delivery platform contingent consideration are included as a component of other operating assets and liabilities, net within net cash from operating activities
|
•
|
long-term debt proceeds of approximately $2.58 billion primarily related to borrowings of approximately $496.5 million under the 2018 Revolving Credit Facility, proceeds from the April 2018 Senior Notes offering of approximately $1.50 billion and proceeds from the May 2018 Euro Senior Notes offering of approximately €500 million (each as defined in Note 10 Debt included in Item 8 in this Annual Report on Form 10-K);
|
•
|
long-term debt payments of approximately $3.17 billion consisting primarily of repayments of borrowings of approximately $496.5 million under the 2018 Revolving Credit Facility, redemptions of $1.50 billion principal amount of senior notes in connection with the April 2018 Senior Notes offering, redemptions of $600.0 million principal amount of senior notes in connection with the May 2018 Euro Senior Notes offering and repayment at maturity of €500.0 million principal amount of the Floating Rate Euro Notes due 2018;
|
•
|
net repayments of short-term borrowings of approximately $44.4 million; and
|
•
|
the Company repurchased 9.8 million ordinary shares at a cost of approximately $432.0 million and completed the $1 billion share repurchase program that was previously approved by the Company’s Board of Directors and announced on November 16, 2015.
|
(In millions)
|
Total
|
|
Less than
One Year |
|
One-Three
Years |
|
Three-Five
Years |
|
Thereafter
|
||||||||||
Long-term debt
|
$
|
12,725.0
|
|
|
$
|
1,452.0
|
|
|
$
|
2,250.0
|
|
|
$
|
2,371.0
|
|
|
$
|
6,652.0
|
|
Scheduled interest payments (1)
|
4,761.5
|
|
|
453.5
|
|
|
737.4
|
|
|
642.6
|
|
|
2,928.0
|
|
|||||
Leases
|
286.0
|
|
|
72.6
|
|
|
98.6
|
|
|
49.4
|
|
|
65.4
|
|
|||||
Other Commitments (2)
|
1,414.2
|
|
|
844.1
|
|
|
223.6
|
|
|
123.4
|
|
|
223.1
|
|
|||||
|
$
|
19,186.7
|
|
|
$
|
2,822.2
|
|
|
$
|
3,309.6
|
|
|
$
|
3,186.4
|
|
|
$
|
9,868.5
|
|
(1)
|
Scheduled interest payments represent the estimated interest payments related to our outstanding borrowings under senior notes and other long-term debt. Variable debt interest payments are estimated using current interest rates.
|
(2)
|
Other commitments include funding commitments related to the Company’s clean energy investments, agreements to purchase third-party manufactured products, open purchase orders, transition tax and estimated post-employment payments at December 31, 2019.
|
•
|
Chargebacks: the Company has agreements with certain indirect customers, such as independent pharmacies, retail pharmacy chains, 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
|
•
|
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. A change of 5% would have an effect on our reserve balance of approximately $54.2 million.
|
•
|
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 (twelve months) to the expiration date. The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns. A change of 5% would have an effect on our reserve balance of approximately $19.7 million.
|
•
|
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 prescription drug coverage from private sector providers. In addition, certain states have also implemented supplemental rebate programs that obligate manufacturers to pay rebates in excess of those required under federal law. Our estimate of these rebates is based on the historical trends of rebates paid as well as on changes in wholesaler inventory levels and increases or decreases in the level of sales. Also, this provision includes price reductions that are mandated by law outside of the U.S. A change of 5% would have an effect on our reserve balance of approximately $15.6 million.
|
(In millions)
|
Balance at December 31, 2018
|
|
Current Provision Related to Sales Made in the Current Period
|
|
Checks/ Credits Issued to Third Parties
|
|
Effects of Foreign Exchange
|
|
Balance at December 31, 2019
|
||||||||||
Chargebacks
|
$
|
478.2
|
|
|
$
|
3,309.6
|
|
|
$
|
(3,268.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
518.6
|
|
Rebates, promotional programs and other sales allowances
|
1,202.4
|
|
|
3,629.3
|
|
|
(3,747.2
|
)
|
|
(0.4
|
)
|
|
1,084.1
|
|
|||||
Returns
|
439.5
|
|
|
237.9
|
|
|
(284.3
|
)
|
|
(0.1
|
)
|
|
393.0
|
|
|||||
Governmental rebate programs
|
222.2
|
|
|
465.1
|
|
|
(373.8
|
)
|
|
(0.7
|
)
|
|
312.8
|
|
|||||
Total
|
$
|
2,342.3
|
|
|
$
|
7,641.9
|
|
|
$
|
(7,673.9
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
2,308.5
|
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Accounts receivable
|
$
|
1,512.0
|
|
|
$
|
1,715.6
|
|
Other current liabilities
|
796.5
|
|
|
626.7
|
|
||
Total
|
$
|
2,308.5
|
|
|
$
|
2,342.3
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
•
|
foreign currency forward-exchange contracts — net present values
|
•
|
foreign currency denominated receivables, payables, debt and loans — changes in exchange rates
|
ITEM 8.
|
Financial Statements And Supplementary Data
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
We tested the effectiveness of controls over the review of the goodwill impairment test, including those over the development of the business forecasts of future revenues and the selection of the discount rate and terminal growth rate.
|
•
|
We evaluated management’s ability to accurately forecast future revenues of the Europe reporting unit by comparing actual results to management’s historical forecasts.
|
•
|
We evaluated the reasonableness of management’s revenue forecasts by comparing the projections to (1) historical results, (2) internal communications to management and the Board of Directors and (3) forecasted information included in Company press releases. We also considered third party reports related to macroeconomic and industry trends, and met with various regional commercial and operations leaders to assess key inputs in the forecast assumptions.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rate, and terminal growth rate, including (1) testing the source information underlying the determination of the discount rate and terminal growth rate and the mathematical accuracy of the calculations, (2) developing a range of independent estimates and comparing those to the discount rate selected by management, and (3) considering third party macroeconomic reports.
|
•
|
We evaluated the impact of changes in management’s forecasts from the April 1, 2019 annual measurement date to December 31, 2019.
|
•
|
We evaluated the Company’s methodology and assumptions in developing their chargeback accruals, including assessing the completeness and accuracy of the underlying data used by management in their estimates.
|
•
|
We tested the effectiveness of controls over the calculation of the chargebacks reserves.
|
•
|
We compared prior period chargebacks accruals to chargeback credits subsequently issued to evaluate management’s
|
•
|
We developed independent expectations of product-level chargeback accruals and chargeback accruals in the aggregate using the following; 1) customer contracts, 2) historical sales and chargeback activity, 3) third-party channel inventory for select wholesalers, and 4) credits subsequently issued to period end and compared those to the recorded amounts.
|
•
|
We evaluated the Company’s methodology and assumptions in developing their sales returns accrual model, including assessing the completeness and accuracy of the underlying data used by management in their estimates.
|
•
|
We tested the effectiveness of controls over the calculation of the sales returns reserve at MPI.
|
•
|
We compared prior period sales returns accruals to returns credits subsequently issued to evaluate management’s ability to accurately forecast sales returns activity.
|
•
|
We developed independent expectations of product-level sales returns accruals and sales returns accruals in the aggregate using the following: 1) historical sales and returns activity, 2) remaining shelf life information, 3) finished goods inventory on-hand at the end of the period, and 4) adjustments for known or anticipated sales return activity based on market dynamics (market prior to Mylan launch, impact of competition, and overall regulatory environment) and compared those to the recorded amounts.
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
475.6
|
|
|
$
|
388.1
|
|
Accounts receivable, net
|
3,058.8
|
|
|
2,881.0
|
|
||
Inventories
|
2,670.9
|
|
|
2,580.2
|
|
||
Prepaid expenses and other current assets
|
552.0
|
|
|
518.4
|
|
||
Total current assets
|
6,757.3
|
|
|
6,367.7
|
|
||
Property, plant and equipment, net
|
2,149.6
|
|
|
2,170.2
|
|
||
Intangible assets, net
|
11,649.9
|
|
|
13,664.6
|
|
||
Goodwill
|
9,590.6
|
|
|
9,747.8
|
|
||
Deferred income tax benefit
|
703.1
|
|
|
572.2
|
|
||
Other assets
|
405.0
|
|
|
212.4
|
|
||
Total assets
|
$
|
31,255.5
|
|
|
$
|
32,734.9
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,528.1
|
|
|
$
|
1,617.0
|
|
Short-term borrowings
|
—
|
|
|
1.9
|
|
||
Income taxes payable
|
213.0
|
|
|
121.5
|
|
||
Current portion of long-term debt and other long-term obligations
|
1,508.1
|
|
|
699.8
|
|
||
Other current liabilities
|
2,319.9
|
|
|
2,147.6
|
|
||
Total current liabilities
|
5,569.1
|
|
|
4,587.8
|
|
||
Long-term debt
|
11,214.3
|
|
|
13,161.2
|
|
||
Deferred income tax liability
|
1,627.5
|
|
|
1,722.0
|
|
||
Other long-term obligations
|
960.8
|
|
|
1,096.8
|
|
||
Total liabilities
|
19,371.7
|
|
|
20,567.8
|
|
||
Equity
|
|
|
|
||||
Mylan N.V. shareholders’ equity
|
|
|
|
||||
Ordinary shares — nominal value €0.01 per share as of December 31, 2019 and December 31, 2018
|
|
|
|
||||
Shares authorized: 1,200,000,000
|
|
|
|
||||
Shares issued: 540,746,871 and 539,289,665 as of December 31, 2019 and December 31, 2018
|
6.1
|
|
|
6.0
|
|
||
Additional paid-in capital
|
8,643.5
|
|
|
8,591.4
|
|
||
Retained earnings
|
6,031.1
|
|
|
6,010.7
|
|
||
Accumulated other comprehensive loss
|
(1,797.2
|
)
|
|
(1,441.3
|
)
|
||
|
12,883.5
|
|
|
13,166.8
|
|
||
Less: Treasury stock — at cost
|
|
|
|
||||
Ordinary shares: 24,598,074 and 23,490,867 as of December 31, 2019 and December 31, 2018
|
999.7
|
|
|
999.7
|
|
||
Total equity
|
11,883.8
|
|
|
12,167.1
|
|
||
Total liabilities and equity
|
$
|
31,255.5
|
|
|
$
|
32,734.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Net sales
|
$
|
11,370.3
|
|
|
$
|
11,268.7
|
|
|
$
|
11,760.0
|
|
Other revenues
|
130.2
|
|
|
165.2
|
|
|
147.7
|
|
|||
Total revenues
|
11,500.5
|
|
|
11,433.9
|
|
|
11,907.7
|
|
|||
Cost of sales
|
7,602.9
|
|
|
7,432.3
|
|
|
7,124.6
|
|
|||
Gross profit
|
3,897.6
|
|
|
4,001.6
|
|
|
4,783.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
639.9
|
|
|
704.5
|
|
|
783.3
|
|
|||
Selling, general and administrative
|
2,563.6
|
|
|
2,441.0
|
|
|
2,575.7
|
|
|||
Litigation settlements and other contingencies, net
|
(21.4
|
)
|
|
(49.5
|
)
|
|
(13.1
|
)
|
|||
Total operating expenses
|
3,182.1
|
|
|
3,096.0
|
|
|
3,345.9
|
|
|||
Earnings from operations
|
715.5
|
|
|
905.6
|
|
|
1,437.2
|
|
|||
Interest expense
|
517.3
|
|
|
542.3
|
|
|
534.6
|
|
|||
Other expense (income), net
|
43.8
|
|
|
64.9
|
|
|
(0.4
|
)
|
|||
Earnings before income taxes
|
154.4
|
|
|
298.4
|
|
|
903.0
|
|
|||
Income tax provision (benefit)
|
137.6
|
|
|
(54.1
|
)
|
|
207.0
|
|
|||
Net earnings
|
16.8
|
|
|
352.5
|
|
|
696.0
|
|
|||
Earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
|
|
|
|
|
||||||
Basic
|
$
|
0.03
|
|
|
$
|
0.69
|
|
|
$
|
1.30
|
|
Diluted
|
$
|
0.03
|
|
|
$
|
0.68
|
|
|
$
|
1.30
|
|
Weighted average ordinary shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
515.7
|
|
|
514.5
|
|
|
534.5
|
|
|||
Diluted
|
516.5
|
|
|
516.5
|
|
|
536.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings
|
$
|
16.8
|
|
|
$
|
352.5
|
|
|
$
|
696.0
|
|
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(415.5
|
)
|
|
(1,125.2
|
)
|
|
2,103.9
|
|
|||
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans
|
(24.8
|
)
|
|
(3.8
|
)
|
|
3.8
|
|
|||
Net unrecognized gain (loss) on derivatives in cash flow hedging relationships
|
37.1
|
|
|
(79.2
|
)
|
|
52.7
|
|
|||
Net unrecognized gain (loss) on derivatives in net investment hedging relationships
|
59.6
|
|
|
111.6
|
|
|
(238.4
|
)
|
|||
Net unrealized gain (loss) on marketable securities
|
0.5
|
|
|
(0.1
|
)
|
|
(6.7
|
)
|
|||
Other comprehensive (loss) earnings, before tax
|
(343.1
|
)
|
|
(1,096.7
|
)
|
|
1,915.3
|
|
|||
Income tax provision (benefit)
|
9.2
|
|
|
(24.1
|
)
|
|
12.8
|
|
|||
Other comprehensive (loss) earnings, net of tax
|
(352.3
|
)
|
|
(1,072.6
|
)
|
|
1,902.5
|
|
|||
Comprehensive (loss) earnings
|
$
|
(335.5
|
)
|
|
$
|
(720.1
|
)
|
|
$
|
2,598.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
16.8
|
|
|
$
|
352.5
|
|
|
$
|
696.0
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,019.3
|
|
|
2,109.9
|
|
|
1,805.8
|
|
|||
Deferred income tax benefit
|
(192.6
|
)
|
|
(264.3
|
)
|
|
(111.4
|
)
|
|||
Litigation settlements and other contingencies, net
|
(11.5
|
)
|
|
(31.6
|
)
|
|
(40.1
|
)
|
|||
Loss from equity method investments
|
62.1
|
|
|
78.7
|
|
|
58.0
|
|
|||
Share-based compensation expense
|
56.8
|
|
|
(3.3
|
)
|
|
74.7
|
|
|||
Write off of financing fees
|
—
|
|
|
2.7
|
|
|
3.2
|
|
|||
Other non-cash items
|
360.6
|
|
|
286.1
|
|
|
261.0
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(20.0
|
)
|
|
340.1
|
|
|
(162.2
|
)
|
|||
Inventories
|
(512.9
|
)
|
|
(547.6
|
)
|
|
(129.5
|
)
|
|||
Trade accounts payable
|
(96.3
|
)
|
|
220.3
|
|
|
14.4
|
|
|||
Income taxes
|
57.9
|
|
|
(23.9
|
)
|
|
15.2
|
|
|||
Other operating assets and liabilities, net
|
63.5
|
|
|
(177.9
|
)
|
|
(420.3
|
)
|
|||
Net cash provided by operating activities
|
1,803.7
|
|
|
2,341.7
|
|
|
2,064.8
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(148.7
|
)
|
|
(65.9
|
)
|
|
(167.0
|
)
|
|||
Capital expenditures
|
(213.2
|
)
|
|
(252.1
|
)
|
|
(275.9
|
)
|
|||
Payments for product rights and other, net
|
(192.8
|
)
|
|
(943.5
|
)
|
|
(620.3
|
)
|
|||
Proceeds from sale of assets and subsidiaries
|
28.0
|
|
|
29.3
|
|
|
86.7
|
|
|||
Purchase of marketable securities
|
(25.8
|
)
|
|
(63.4
|
)
|
|
(96.5
|
)
|
|||
Proceeds from the sale of marketable securities
|
27.1
|
|
|
85.2
|
|
|
96.6
|
|
|||
Net cash used in investing activities
|
(525.4
|
)
|
|
(1,210.4
|
)
|
|
(976.4
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
7.4
|
|
|
2,577.9
|
|
|
876.1
|
|
|||
Payments of long-term debt
|
(1,108.5
|
)
|
|
(3,165.2
|
)
|
|
(2,232.7
|
)
|
|||
Payments of financing fees
|
(3.0
|
)
|
|
(21.4
|
)
|
|
(10.1
|
)
|
|||
Change in short-term borrowings, net
|
(1.8
|
)
|
|
(44.4
|
)
|
|
(2.9
|
)
|
|||
Purchase of ordinary shares
|
—
|
|
|
(432.0
|
)
|
|
(500.2
|
)
|
|||
Proceeds from exercise of stock options
|
8.1
|
|
|
17.8
|
|
|
17.8
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(8.4
|
)
|
|
(10.1
|
)
|
|
(7.4
|
)
|
|||
Contingent consideration payments
|
(60.3
|
)
|
|
(11.9
|
)
|
|
(26.1
|
)
|
|||
Acquisition of noncontrolling interest
|
—
|
|
|
(0.6
|
)
|
|
(7.5
|
)
|
|||
Other items, net
|
(2.5
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,169.0
|
)
|
|
(1,090.9
|
)
|
|
(1,893.1
|
)
|
|||
Effect on cash of changes in exchange rates
|
(7.5
|
)
|
|
(21.0
|
)
|
|
27.6
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
101.8
|
|
|
19.4
|
|
|
(777.1
|
)
|
|||
Cash, cash equivalents and restricted cash — beginning of period
|
389.3
|
|
|
369.9
|
|
|
1,147.0
|
|
|||
Cash, cash equivalents and restricted cash — end of period
|
$
|
491.1
|
|
|
$
|
389.3
|
|
|
$
|
369.9
|
|
Supplemental disclosures of cash flow information —
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
Cash paid during the period for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
278.6
|
|
|
$
|
228.6
|
|
|
$
|
285.7
|
|
Interest
|
$
|
470.6
|
|
|
$
|
460.8
|
|
|
$
|
474.0
|
|
1.
|
Nature of Operations
|
2.
|
Summary of Significant Accounting Policies
|
•
|
Chargebacks: the Company has agreements with certain indirect customers, such as independent pharmacies, retail pharmacy chains, 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 (twelve months) to the expiration date. 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 prescription drug coverage from private sector providers. In addition, certain states have also implemented supplemental rebate programs that obligate manufacturers to pay rebates in excess of those required under federal law. Our estimate of these rebates is based on the historical trends of rebates paid as well as on changes in wholesaler inventory levels and increases or decreases in the level of sales. Also, this provision includes price reductions that are mandated by law outside of the U.S.
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Basic earnings attributable to Mylan N.V. ordinary shareholders (numerator):
|
|
|
|
|
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
16.8
|
|
|
$
|
352.5
|
|
|
$
|
696.0
|
|
Shares (denominator):
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding
|
515.7
|
|
|
514.5
|
|
|
534.5
|
|
|||
Basic earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.03
|
|
|
$
|
0.69
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
||||||
Diluted earnings attributable to Mylan N.V. ordinary shareholders (numerator):
|
|
|
|
|
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
16.8
|
|
|
$
|
352.5
|
|
|
$
|
696.0
|
|
Shares (denominator):
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding
|
515.7
|
|
|
514.5
|
|
|
534.5
|
|
|||
Share-based awards and warrants
|
0.8
|
|
|
2.0
|
|
|
2.2
|
|
|||
Total dilutive shares outstanding
|
516.5
|
|
|
516.5
|
|
|
536.7
|
|
|||
Diluted earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.03
|
|
|
$
|
0.68
|
|
|
$
|
1.30
|
|
(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
|
||||||||||
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Prepaid expenses and other current assets
|
$
|
766.1
|
|
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
775.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred income tax liability
|
2,012.4
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
2,015.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Retained earnings
|
5,644.5
|
|
|
6.2
|
|
|
10.0
|
|
|
(2.5
|
)
|
|
5,658.2
|
|
|||||
Accumulated other comprehensive loss
|
(361.2
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
2.5
|
|
|
(368.7
|
)
|
|
For the Year Ended December 31, 2018
|
||||||||||
(In millions)
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Increase (Decrease)
|
||||||
Consolidated Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
11,433.9
|
|
|
$
|
11,588.4
|
|
|
$
|
(154.5
|
)
|
Cost of sales
|
7,432.3
|
|
|
7,593.9
|
|
|
(161.6
|
)
|
|||
Income tax benefit
|
(54.1
|
)
|
|
(56.4
|
)
|
|
2.3
|
|
|||
Net earnings
|
352.5
|
|
|
347.7
|
|
|
4.8
|
|
|||
|
|
|
|
|
|
||||||
|
December 31, 2018
|
||||||||||
(In millions)
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Increase (Decrease)
|
||||||
Consolidated Balance Sheet
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
518.4
|
|
|
$
|
511.3
|
|
|
$
|
7.1
|
|
Income taxes payable
|
121.5
|
|
|
119.2
|
|
|
2.3
|
|
|||
Retained earnings
|
6,010.7
|
|
|
6,005.9
|
|
|
4.8
|
|
3.
|
Revenue from Contracts with Customers
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Central Nervous System & Anesthesia
|
$
|
599.2
|
|
|
$
|
863.6
|
|
|
$
|
354.1
|
|
|
$
|
1,816.9
|
|
Infectious Disease
|
115.9
|
|
|
435.7
|
|
|
1,100.9
|
|
|
1,652.5
|
|
||||
Respiratory & Allergy
|
1,108.2
|
|
|
456.0
|
|
|
240.3
|
|
|
1,804.5
|
|
||||
Cardiovascular
|
222.2
|
|
|
506.8
|
|
|
158.5
|
|
|
887.5
|
|
||||
Gastroenterology
|
125.4
|
|
|
608.0
|
|
|
405.5
|
|
|
1,138.9
|
|
||||
Diabetes & Metabolism
|
390.7
|
|
|
297.5
|
|
|
143.7
|
|
|
831.9
|
|
||||
Dermatology
|
127.6
|
|
|
304.7
|
|
|
108.7
|
|
|
541.0
|
|
||||
Women’s Health
|
371.3
|
|
|
241.0
|
|
|
102.4
|
|
|
714.7
|
|
||||
Oncology
|
795.7
|
|
|
85.7
|
|
|
167.2
|
|
|
1,048.6
|
|
||||
Immunology
|
45.1
|
|
|
67.3
|
|
|
38.2
|
|
|
150.6
|
|
||||
Other (1)
|
262.8
|
|
|
170.8
|
|
|
349.6
|
|
|
783.2
|
|
||||
Total
|
$
|
4,164.1
|
|
|
$
|
4,037.1
|
|
|
$
|
3,169.1
|
|
|
$
|
11,370.3
|
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Central Nervous System & Anesthesia
|
$
|
718.5
|
|
|
$
|
877.5
|
|
|
$
|
340.7
|
|
|
$
|
1,936.7
|
|
Infectious Disease
|
260.8
|
|
|
441.8
|
|
|
826.4
|
|
|
1,529.0
|
|
||||
Respiratory & Allergy
|
643.2
|
|
|
399.9
|
|
|
208.9
|
|
|
1,252.0
|
|
||||
Cardiovascular
|
342.4
|
|
|
567.9
|
|
|
170.6
|
|
|
1,080.9
|
|
||||
Gastroenterology
|
136.4
|
|
|
614.0
|
|
|
364.7
|
|
|
1,115.1
|
|
||||
Diabetes & Metabolism
|
416.5
|
|
|
252.3
|
|
|
121.3
|
|
|
790.1
|
|
||||
Dermatology
|
352.2
|
|
|
330.6
|
|
|
95.8
|
|
|
778.6
|
|
||||
Women’s Health
|
350.7
|
|
|
253.2
|
|
|
104.4
|
|
|
708.3
|
|
||||
Oncology
|
543.4
|
|
|
78.4
|
|
|
137.1
|
|
|
758.9
|
|
||||
Immunology
|
49.5
|
|
|
18.7
|
|
|
38.6
|
|
|
106.8
|
|
||||
Other (1)
|
282.0
|
|
|
323.0
|
|
|
607.3
|
|
|
1,212.3
|
|
||||
Total
|
$
|
4,095.6
|
|
|
$
|
4,157.3
|
|
|
$
|
3,015.8
|
|
|
$
|
11,268.7
|
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Central Nervous System & Anesthesia
|
$
|
1,057.1
|
|
|
$
|
862.7
|
|
|
$
|
317.0
|
|
|
$
|
2,236.8
|
|
Infectious Disease
|
200.0
|
|
|
343.2
|
|
|
921.7
|
|
|
1,464.9
|
|
||||
Respiratory & Allergy
|
709.8
|
|
|
446.3
|
|
|
206.2
|
|
|
1,362.3
|
|
||||
Cardiovascular
|
454.5
|
|
|
579.8
|
|
|
170.3
|
|
|
1,204.6
|
|
||||
Gastroenterology
|
183.5
|
|
|
581.0
|
|
|
357.9
|
|
|
1,122.4
|
|
||||
Diabetes & Metabolism
|
577.7
|
|
|
266.2
|
|
|
103.6
|
|
|
947.5
|
|
||||
Dermatology
|
529.4
|
|
|
295.3
|
|
|
106.0
|
|
|
930.7
|
|
||||
Women’s Health
|
331.2
|
|
|
282.7
|
|
|
94.4
|
|
|
708.3
|
|
||||
Oncology
|
487.4
|
|
|
71.2
|
|
|
148.6
|
|
|
707.2
|
|
||||
Immunology
|
83.5
|
|
|
10.3
|
|
|
37.6
|
|
|
131.4
|
|
||||
Other (1)
|
355.5
|
|
|
219.6
|
|
|
368.8
|
|
|
943.9
|
|
||||
Total
|
$
|
4,969.6
|
|
|
$
|
3,958.3
|
|
|
$
|
2,832.1
|
|
|
$
|
11,760.0
|
|
(1)
|
Other consists of numerous therapeutic franchises, none of which individually exceeds 5% of consolidated net sales.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Gross sales
|
$
|
19,012.2
|
|
|
$
|
19,588.1
|
|
|
$
|
22,206.1
|
|
Gross to net adjustments:
|
|
|
|
|
|
||||||
Chargebacks
|
(3,309.6
|
)
|
|
(3,352.2
|
)
|
|
(4,239.5
|
)
|
|||
Rebates, promotional programs and other sales allowances
|
(3,629.3
|
)
|
|
(4,235.6
|
)
|
|
(5,281.1
|
)
|
|||
Returns
|
(237.9
|
)
|
|
(261.6
|
)
|
|
(390.7
|
)
|
|||
Governmental rebate programs
|
(465.1
|
)
|
|
(470.0
|
)
|
|
(534.8
|
)
|
|||
Total gross to net adjustments
|
$
|
(7,641.9
|
)
|
|
$
|
(8,319.4
|
)
|
|
$
|
(10,446.1
|
)
|
Net sales
|
$
|
11,370.3
|
|
|
$
|
11,268.7
|
|
|
$
|
11,760.0
|
|
(In millions)
|
Balance at December 31, 2018
|
|
Current Provision Related to Sales Made in the Current Period
|
|
Checks/ Credits Issued to Third Parties
|
|
Effects of Foreign Exchange
|
|
Balance at December 31, 2019
|
||||||||||
Chargebacks
|
$
|
478.2
|
|
|
$
|
3,309.6
|
|
|
$
|
(3,268.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
518.6
|
|
Rebates, promotional programs and other sales allowances
|
1,202.4
|
|
|
3,629.3
|
|
|
(3,747.2
|
)
|
|
(0.4
|
)
|
|
1,084.1
|
|
|||||
Returns
|
439.5
|
|
|
237.9
|
|
|
(284.3
|
)
|
|
(0.1
|
)
|
|
393.0
|
|
|||||
Governmental rebate programs
|
222.2
|
|
|
465.1
|
|
|
(373.8
|
)
|
|
(0.7
|
)
|
|
312.8
|
|
|||||
Total
|
$
|
2,342.3
|
|
|
$
|
7,641.9
|
|
|
$
|
(7,673.9
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
2,308.5
|
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Accounts receivable
|
$
|
1,512.0
|
|
|
$
|
1,715.6
|
|
Other current liabilities
|
796.5
|
|
|
626.7
|
|
||
Total
|
$
|
2,308.5
|
|
|
$
|
2,342.3
|
|
4.
|
Acquisitions and Other Transactions
|
5.
|
Balance Sheet Components
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
475.6
|
|
|
$
|
388.1
|
|
Restricted cash, included in prepaid expenses and other current assets
|
15.5
|
|
|
1.2
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
491.1
|
|
|
$
|
389.3
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Trade receivables, net
|
$
|
2,640.1
|
|
|
$
|
2,416.5
|
|
Other receivables
|
418.7
|
|
|
464.5
|
|
||
Accounts receivable, net
|
$
|
3,058.8
|
|
|
$
|
2,881.0
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
886.8
|
|
|
$
|
955.7
|
|
Work in process
|
417.2
|
|
|
369.9
|
|
||
Finished goods
|
1,366.9
|
|
|
1,254.6
|
|
||
Inventories
|
$
|
2,670.9
|
|
|
$
|
2,580.2
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Prepaid expenses
|
$
|
156.7
|
|
|
$
|
130.6
|
|
Restricted cash
|
15.5
|
|
|
1.2
|
|
||
Available-for-sale fixed income securities
|
26.8
|
|
|
25.0
|
|
||
Fair value of financial instruments
|
43.3
|
|
|
33.8
|
|
||
Equity securities
|
39.0
|
|
|
32.5
|
|
||
Other current assets
|
270.7
|
|
|
295.3
|
|
||
Prepaid expenses and other current assets
|
$
|
552.0
|
|
|
$
|
518.4
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Machinery and equipment
|
$
|
2,523.7
|
|
|
$
|
2,421.2
|
|
Buildings and improvements
|
1,197.3
|
|
|
1,182.3
|
|
||
Construction in progress
|
277.3
|
|
|
239.7
|
|
||
Land and improvements
|
124.6
|
|
|
131.3
|
|
||
Gross property, plant and equipment
|
4,122.9
|
|
|
3,974.5
|
|
||
Accumulated depreciation
|
1,973.3
|
|
|
1,804.3
|
|
||
Property, plant and equipment, net
|
$
|
2,149.6
|
|
|
$
|
2,170.2
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Equity method investments, clean energy investments
|
$
|
92.2
|
|
|
$
|
138.7
|
|
Operating lease right-of-use asset
|
254.6
|
|
|
—
|
|
||
Other long-term assets
|
58.2
|
|
|
73.7
|
|
||
Other assets
|
$
|
405.0
|
|
|
$
|
212.4
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Trade accounts payable
|
$
|
1,061.9
|
|
|
$
|
1,123.2
|
|
Other payables
|
466.2
|
|
|
493.8
|
|
||
Accounts payable
|
$
|
1,528.1
|
|
|
$
|
1,617.0
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued sales allowances
|
$
|
796.5
|
|
|
$
|
626.7
|
|
Payroll and employee benefit liabilities
|
467.1
|
|
|
399.7
|
|
||
Legal and professional accruals, including litigation accruals
|
138.2
|
|
|
128.1
|
|
||
Contingent consideration
|
120.4
|
|
|
158.3
|
|
||
Restructuring
|
26.0
|
|
|
62.3
|
|
||
Equity method investments, clean energy investments
|
47.7
|
|
|
45.1
|
|
||
Accrued interest
|
59.1
|
|
|
62.4
|
|
||
Fair value of financial instruments
|
12.9
|
|
|
29.4
|
|
||
Operating lease liability
|
76.7
|
|
|
—
|
|
||
Other
|
575.3
|
|
|
635.6
|
|
||
Other current liabilities
|
$
|
2,319.9
|
|
|
$
|
2,147.6
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Employee benefit liabilities
|
$
|
408.9
|
|
|
$
|
397.7
|
|
Equity method investments, clean energy investments
|
57.2
|
|
|
100.3
|
|
||
Contingent consideration
|
130.3
|
|
|
197.0
|
|
||
Tax related items, including contingencies
|
109.6
|
|
|
162.1
|
|
||
Operating lease liability
|
175.7
|
|
|
—
|
|
||
Other
|
79.1
|
|
|
239.7
|
|
||
Other long-term obligations
|
$
|
960.8
|
|
|
$
|
1,096.8
|
|
6.
|
Leases
|
|
As of December 31, 2019
|
|
Remaining lease terms
|
1 year to 25 years
|
|
Weighted-average remaining lease term
|
6 years
|
|
Weighted-average discount rate
|
4.0
|
%
|
(In millions)
|
|
||
Year ending December 31,
|
|
||
2020
|
72.6
|
|
|
2021
|
59.6
|
|
|
2022
|
39.0
|
|
|
2023
|
27.0
|
|
|
2024
|
22.4
|
|
|
Thereafter
|
65.4
|
|
|
|
$
|
286.0
|
|
(In millions)
|
|
||
Year ending December 31,
|
|
||
2019
|
$
|
73.7
|
|
2020
|
54.7
|
|
|
2021
|
40.2
|
|
|
2022
|
28.5
|
|
|
2023
|
18.3
|
|
|
Thereafter
|
54.2
|
|
|
|
$
|
269.6
|
|
7.
|
Equity Method Investments
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Other assets
|
$
|
92.2
|
|
|
$
|
138.7
|
|
Total liabilities
|
104.9
|
|
|
145.4
|
|
||
Included in other current liabilities
|
47.7
|
|
|
45.1
|
|
||
Included in other long-term obligations
|
57.2
|
|
|
100.3
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Current assets
|
$
|
39.3
|
|
|
$
|
36.6
|
|
Noncurrent assets
|
1.7
|
|
|
2.3
|
|
||
Total assets
|
41.0
|
|
|
38.9
|
|
||
Current liabilities
|
36.1
|
|
|
32.8
|
|
||
Noncurrent liabilities
|
1.7
|
|
|
1.7
|
|
||
Total liabilities
|
37.8
|
|
|
34.5
|
|
||
Net assets
|
$
|
3.2
|
|
|
$
|
4.4
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Total revenues
|
$
|
385.0
|
|
|
$
|
483.3
|
|
|
$
|
473.0
|
|
Gross loss
|
(4.4
|
)
|
|
(21.1
|
)
|
|
(12.8
|
)
|
|||
Operating and non-operating expense
|
20.0
|
|
|
21.9
|
|
|
22.3
|
|
|||
Net loss
|
$
|
(24.4
|
)
|
|
$
|
(43.0
|
)
|
|
$
|
(35.1
|
)
|
8.
|
Goodwill and Other 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
|
(41.7
|
)
|
|
(309.7
|
)
|
|
(106.5
|
)
|
|
(457.9
|
)
|
||||
|
3,507.9
|
|
|
4,657.4
|
|
|
1,582.5
|
|
|
9,747.8
|
|
||||
Balance at December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
3,892.9
|
|
|
4,657.4
|
|
|
1,582.5
|
|
|
10,132.8
|
|
||||
Accumulated impairment losses
|
(385.0
|
)
|
|
—
|
|
|
—
|
|
|
(385.0
|
)
|
||||
|
3,507.9
|
|
|
4,657.4
|
|
|
1,582.5
|
|
|
9,747.8
|
|
||||
Reclassifications (1)
|
(165.7
|
)
|
|
25.2
|
|
|
140.5
|
|
|
—
|
|
||||
Foreign currency translation
|
(18.8
|
)
|
|
(134.0
|
)
|
|
(4.4
|
)
|
|
(157.2
|
)
|
||||
|
3,323.4
|
|
|
4,548.6
|
|
|
1,718.6
|
|
|
9,590.6
|
|
||||
Balance at December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
3,708.4
|
|
|
4,548.6
|
|
|
1,718.6
|
|
|
9,975.6
|
|
||||
Accumulated impairment losses
|
(385.0
|
)
|
|
—
|
|
|
—
|
|
|
(385.0
|
)
|
||||
|
$
|
3,323.4
|
|
|
$
|
4,548.6
|
|
|
$
|
1,718.6
|
|
|
$
|
9,590.6
|
|
(1)
|
The reclassifications between segments realign certain prior period foreign currency translation amounts to conform to current year presentation.
|
(In millions)
|
Weighted Average Life (Years)
|
|
Cost
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||
Product rights, licenses and other (1)
|
15
|
|
$
|
20,109.1
|
|
|
$
|
8,579.5
|
|
|
$
|
11,529.6
|
|
In-process research and development
|
|
|
120.3
|
|
|
—
|
|
|
120.3
|
|
|||
|
|
|
$
|
20,229.4
|
|
|
$
|
8,579.5
|
|
|
$
|
11,649.9
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||
Product rights, licenses and other (1)
|
15
|
|
$
|
20,264.1
|
|
|
$
|
7,225.1
|
|
|
$
|
13,039.0
|
|
In-process research and development
|
|
|
625.6
|
|
|
—
|
|
|
625.6
|
|
|||
|
|
|
$
|
20,889.7
|
|
|
$
|
7,225.1
|
|
|
$
|
13,664.6
|
|
(1)
|
Represents amortizable intangible assets. Other intangibles consist principally of customer lists and contractual rights.
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Central Nervous System and Anesthesia
|
$
|
1,947.3
|
|
|
$
|
2,148.9
|
|
Dermatology
|
1,832.9
|
|
|
2,125.7
|
|
||
Gastroenterology
|
1,572.0
|
|
|
1,790.9
|
|
||
Diabetes and Metabolism
|
1,090.5
|
|
|
1,232.4
|
|
||
Cardiovascular
|
1,350.5
|
|
|
1,541.9
|
|
||
Respiratory and Allergy
|
1,997.0
|
|
|
2,084.1
|
|
||
Infectious Disease
|
491.8
|
|
|
596.0
|
|
||
Oncology
|
165.1
|
|
|
206.0
|
|
||
Women's Healthcare
|
167.3
|
|
|
315.1
|
|
||
Immunology
|
225.8
|
|
|
258.8
|
|
||
Other (1)
|
677.9
|
|
|
694.9
|
|
||
|
$
|
11,518.1
|
|
|
$
|
12,994.7
|
|
(1)
|
Other consists of numerous therapeutic classes, none of which individually exceeds 5% of total product rights and licenses.
|
|
Year ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Intangible asset amortization expense
|
$
|
1,582.7
|
|
|
$
|
1,606.4
|
|
|
$
|
1,437.4
|
|
IPR&D intangible asset impairment charges
|
138.3
|
|
|
117.7
|
|
|
74.6
|
|
|||
Finite-lived intangible asset impairment charges
|
42.3
|
|
|
106.3
|
|
|
6.2
|
|
|||
Total intangible asset amortization expense (including impairment charges)
|
$
|
1,763.3
|
|
|
$
|
1,830.4
|
|
|
$
|
1,518.2
|
|
|
|
|
|
Notional Amount Designated as a Net Investment Hedge
|
||||||||
(in millions)
|
|
Principal Amount
|
|
December 31,
2019 |
|
December 31,
2018 |
||||||
2.250% Euro Senior Notes due 2024
|
|
€
|
1,000.0
|
|
|
€
|
1,000.0
|
|
|
€
|
1,000.0
|
|
3.125% Euro Senior Notes due 2028
|
|
750.0
|
|
|
750.0
|
|
|
750.0
|
|
|||
1.250% Euro Senior Notes due 2020
|
|
750.0
|
|
|
104.0
|
|
|
104.0
|
|
|||
2.125% Euro Senior Notes due 2025
|
|
500.0
|
|
|
500.0
|
|
|
500.0
|
|
|||
Floating Rate Euro Notes due 2020
|
|
500.0
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
€
|
3,500.0
|
|
|
€
|
2,354.0
|
|
|
€
|
2,354.0
|
|
|
Asset Derivatives
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
|
$
|
22.3
|
|
|
Prepaid expenses and other current assets
|
|
$
|
3.6
|
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
12.5
|
|
|
Prepaid expenses and other current assets
|
|
—
|
|
||
Total
|
|
$
|
34.8
|
|
|
|
|
$
|
3.6
|
|
|
Liability Derivatives
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Other current liabilities
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
12.1
|
|
|
|
$
|
—
|
|
|
|
|
$
|
12.1
|
|
|
Asset Derivatives
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
8.5
|
|
|
Prepaid expenses and other current assets
|
|
$
|
30.2
|
|
Total
|
|
$
|
8.5
|
|
|
|
|
$
|
30.2
|
|
|
Liability Derivatives
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Other current liabilities
|
|
$
|
12.9
|
|
|
Other current liabilities
|
|
$
|
17.3
|
|
Total
|
|
$
|
12.9
|
|
|
|
|
$
|
17.3
|
|
|
Location of Gain or (Loss) Recognized in Earnings on Derivatives
|
Amount of Gain or (Loss) Recognized in Earnings on Derivatives
|
||||||||||
|
Year Ended December 31,
|
|||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|||||||
Interest rate swaps
|
Interest expense
|
$
|
18.7
|
|
|
$
|
(12.6
|
)
|
|
$
|
(10.0
|
)
|
Total
|
$
|
18.7
|
|
|
$
|
(12.6
|
)
|
|
$
|
(10.0
|
)
|
|
Location of Gain or (Loss) Recognized in Earnings on Hedged Items
|
Amount of Gain or (Loss) Recognized in Earnings on Hedging Items
|
||||||||||
|
Year Ended December 31,
|
|||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|||||||
2023 Senior Notes (3.125% coupon)
|
Interest expense
|
$
|
(18.7
|
)
|
|
$
|
12.6
|
|
|
$
|
10.0
|
|
Total
|
$
|
(18.7
|
)
|
|
$
|
12.6
|
|
|
$
|
10.0
|
|
|
Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivatives (Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency borrowings and forward contracts
|
$
|
56.7
|
|
|
$
|
108.9
|
|
|
$
|
(238.4
|
)
|
Total
|
$
|
56.7
|
|
|
$
|
108.9
|
|
|
$
|
(238.4
|
)
|
|
Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivatives (Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency forward contracts
|
$
|
16.6
|
|
|
$
|
(46.6
|
)
|
|
$
|
28.1
|
|
Interest rate swaps
|
3.0
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
19.6
|
|
|
$
|
(46.6
|
)
|
|
$
|
28.1
|
|
|
Location of Gain or (Loss) Reclassified from AOCE into Earnings (Effective Portion)
|
Amount of Gain or (Loss) Reclassified from AOCE into Earnings (Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
|||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|||||||
Foreign currency forward contracts
|
Net sales
|
$
|
(0.7
|
)
|
|
$
|
6.2
|
|
|
$
|
1.1
|
|
Interest rate swaps
|
Interest expense
|
(7.1
|
)
|
|
(7.7
|
)
|
|
(7.3
|
)
|
|||
Total
|
$
|
(7.8
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(6.2
|
)
|
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.
|
|
December 31, 2019
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Total cash equivalents
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
38.3
|
|
|
—
|
|
|
—
|
|
|
38.3
|
|
||||
Marketable securities
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total equity securities
|
39.0
|
|
|
—
|
|
|
—
|
|
|
39.0
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
10.8
|
|
|
—
|
|
|
10.8
|
|
||||
U.S. Treasuries
|
—
|
|
|
9.5
|
|
|
—
|
|
|
9.5
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||
Asset backed securities
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||
Other
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
26.8
|
|
|
—
|
|
|
26.8
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
21.0
|
|
|
—
|
|
|
21.0
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
||||
Total assets at recurring fair value measurement
|
$
|
39.7
|
|
|
$
|
70.1
|
|
|
$
|
—
|
|
|
$
|
109.8
|
|
Financial Liabilities
|
|||||||||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
12.9
|
|
|
$
|
—
|
|
|
$
|
12.9
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
250.7
|
|
|
250.7
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
12.9
|
|
|
$
|
250.7
|
|
|
$
|
263.6
|
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
71.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71.0
|
|
Total cash equivalents
|
71.0
|
|
|
—
|
|
|
—
|
|
|
71.0
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
31.7
|
|
|
—
|
|
|
—
|
|
|
31.7
|
|
||||
Marketable securities
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Total equity securities
|
32.5
|
|
|
—
|
|
|
—
|
|
|
32.5
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
9.9
|
|
|
—
|
|
|
9.9
|
|
||||
U.S. Treasuries
|
—
|
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Asset backed securities
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
||||
Other
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
30.2
|
|
|
—
|
|
|
30.2
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||
Total assets at recurring fair value measurement
|
$
|
103.5
|
|
|
$
|
58.8
|
|
|
$
|
—
|
|
|
$
|
162.3
|
|
Financial Liabilities
|
|||||||||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
29.4
|
|
|
$
|
—
|
|
|
$
|
29.4
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
355.3
|
|
|
355.3
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
29.4
|
|
|
$
|
355.3
|
|
|
$
|
384.7
|
|
•
|
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 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 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.
|
•
|
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, 2017
|
$
|
167.8
|
|
|
$
|
285.9
|
|
|
$
|
453.7
|
|
Payments
|
(82.9
|
)
|
|
—
|
|
|
(82.9
|
)
|
|||
Reclassifications
|
62.1
|
|
|
(62.1
|
)
|
|
—
|
|
|||
Accretion
|
—
|
|
|
19.8
|
|
|
19.8
|
|
|||
Fair value loss (gain) (3)
|
11.3
|
|
|
(46.6
|
)
|
|
(35.3
|
)
|
|||
Balance at December 31, 2018
|
$
|
158.3
|
|
|
$
|
197.0
|
|
|
$
|
355.3
|
|
Payments
|
(99.0
|
)
|
|
—
|
|
|
(99.0
|
)
|
|||
Reclassifications
|
57.6
|
|
|
(57.6
|
)
|
|
—
|
|
|||
Accretion
|
—
|
|
|
14.8
|
|
|
14.8
|
|
|||
Fair value loss (gain) (3)
|
3.5
|
|
|
(23.9
|
)
|
|
(20.4
|
)
|
|||
Balance at December 31, 2019
|
$
|
120.4
|
|
|
$
|
130.3
|
|
|
$
|
250.7
|
|
(1)
|
Included in other current liabilities in the consolidated balance sheets.
|
(2)
|
Included in other long-term obligations in the consolidated balance sheets.
|
(3)
|
Included in litigation settlements and other contingencies, net in the consolidated statements of operations.
|
(In millions)
|
Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
$
|
26.0
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
26.8
|
|
|
$
|
26.0
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
26.8
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
$
|
24.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
24.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
(In millions)
|
|
||
Mature within one year
|
$
|
0.8
|
|
Mature in one to five years
|
14.2
|
|
|
Mature in five years and later
|
11.8
|
|
|
|
$
|
26.8
|
|
10.
|
Debt
|
(In millions)
|
Coupon
|
|
December 31,
2019 |
|
December 31,
2018 |
|||||
Current portion of long-term debt:
|
|
|
|
|
|
|||||
2016 Term Facility (a) **
|
3.897
|
%
|
|
$
|
—
|
|
|
$
|
100.0
|
|
2019 Senior Notes (b) **
|
2.500
|
%
|
|
—
|
|
|
549.9
|
|
||
2020 Floating Rate Euro Notes (c) **
|
|
|
560.6
|
|
|
—
|
|
|||
2020 Euro Senior Notes **
|
1.250
|
%
|
|
840.1
|
|
|
—
|
|
||
2020 Senior Notes (d) **
|
3.750
|
%
|
|
50.0
|
|
|
—
|
|
||
Other
|
|
|
8.3
|
|
|
6.2
|
|
|||
Deferred financing fees
|
|
|
(1.4
|
)
|
|
(0.9
|
)
|
|||
Current portion of long-term debt
|
|
|
$
|
1,457.6
|
|
|
$
|
655.2
|
|
|
|
|
|
|
|
|
|||||
Non-current portion of long-term debt:
|
|
|
|
|
|
|||||
2020 Floating Rate Euro Notes (c) **
|
|
|
—
|
|
|
573.3
|
|
|||
2020 Euro Senior Notes **
|
1.250
|
%
|
|
—
|
|
|
858.1
|
|
||
2020 Senior Notes (d) **
|
3.750
|
%
|
|
—
|
|
|
499.9
|
|
||
2021 Senior Notes **
|
3.150
|
%
|
|
2,249.2
|
|
|
2,248.7
|
|
||
2023 Senior Notes (e) *
|
3.125
|
%
|
|
771.8
|
|
|
752.9
|
|
||
2023 Senior Notes *
|
4.200
|
%
|
|
499.1
|
|
|
498.9
|
|
||
2024 Euro Senior Notes **
|
2.250
|
%
|
|
1,119.3
|
|
|
1,144.2
|
|
||
2025 Euro Senior Notes *
|
2.125
|
%
|
|
559.6
|
|
|
572.0
|
|
||
2026 Senior Notes **
|
3.950
|
%
|
|
2,238.1
|
|
|
2,236.5
|
|
||
2028 Euro Senior Notes **
|
3.125
|
%
|
|
834.3
|
|
|
852.5
|
|
||
2028 Senior Notes *
|
4.550
|
%
|
|
748.4
|
|
|
748.2
|
|
||
2043 Senior Notes *
|
5.400
|
%
|
|
497.2
|
|
|
497.2
|
|
||
2046 Senior Notes **
|
5.250
|
%
|
|
999.8
|
|
|
999.8
|
|
||
2048 Senior Notes *
|
5.200
|
%
|
|
747.7
|
|
|
747.6
|
|
||
Other
|
|
|
8.9
|
|
|
5.1
|
|
|||
Deferred financing fees
|
|
|
(59.1
|
)
|
|
(73.7
|
)
|
|||
Long-term debt
|
|
|
$
|
11,214.3
|
|
|
$
|
13,161.2
|
|
(a)
|
The 2016 Term Facility bore interest at LIBOR plus a base rate, which margins could fluctuate based on the Company’s credit ratings.
|
(b)
|
The 2019 Senior Notes were repaid at maturity in the second quarter of 2019.
|
(c)
|
Instrument bears interest at a rate of three-month EURIBOR plus 0.50% per annum, reset quarterly.
|
(d)
|
The 2020 Senior Notes were partially redeemed in the fourth quarter of 2019.
|
(e)
|
The Company has entered into interest rate swaps designated as a fair value hedge. The variable interest rate was 2.42% at December 31, 2019.
|
*
|
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 April 2018 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
|
||
2020
|
$
|
1,452
|
|
2021
|
2,250
|
|
|
2022
|
—
|
|
|
2023
|
1,250
|
|
|
2024
|
1,121
|
|
|
Thereafter
|
6,652
|
|
|
Total
|
$
|
12,725
|
|
11.
|
Comprehensive (Loss) Earnings
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accumulated other comprehensive loss:
|
|
|
|
||||
Net unrealized gain on marketable securities, net of tax
|
$
|
0.6
|
|
|
$
|
—
|
|
Net unrecognized (loss) gain and prior service cost related to defined benefit plans, net of tax
|
(17.4
|
)
|
|
1.7
|
|
||
Net unrecognized loss on derivatives in cash flow hedging relationships, net of tax
|
(31.6
|
)
|
|
(53.1
|
)
|
||
Net unrecognized loss on derivatives in net investment hedging relationships, net of tax
|
(74.3
|
)
|
|
(130.9
|
)
|
||
Foreign currency translation adjustment
|
(1,674.5
|
)
|
|
(1,259.0
|
)
|
||
|
$
|
(1,797.2
|
)
|
|
$
|
(1,441.3
|
)
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||||
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, 2018, net of tax
|
|
|
|
|
$
|
(53.1
|
)
|
|
$
|
(130.9
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(1,259.0
|
)
|
|
$
|
(1,441.3
|
)
|
||
Other comprehensive earnings (loss) before reclassifications, before tax
|
|
|
|
|
29.3
|
|
|
59.6
|
|
|
0.5
|
|
|
(21.0
|
)
|
|
(415.5
|
)
|
|
(347.1
|
)
|
||||||||
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
|
0.7
|
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|||||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
7.1
|
|
|
7.1
|
|
|
|
|
|
|
|
|
|
|
7.1
|
|
|||||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
|
|
|
(0.9
|
)
|
||||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
|
|
(2.9
|
)
|
|
|
|
(2.9
|
)
|
||||||||||||
Net other comprehensive earnings (loss), before tax
|
|
|
|
|
37.1
|
|
|
59.6
|
|
|
0.5
|
|
|
(24.8
|
)
|
|
(415.5
|
)
|
|
(343.1
|
)
|
||||||||
Income tax provision (benefit)
|
|
|
|
|
12.2
|
|
|
3.0
|
|
|
(0.1
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
9.2
|
|
||||||||
Cumulative effect of the adoption of new accounting standards
|
|
|
|
|
$
|
(3.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
||
Balance at December 31, 2019, net of tax
|
|
|
|
|
$
|
(31.6
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
0.6
|
|
|
$
|
(17.4
|
)
|
|
$
|
(1,674.5
|
)
|
|
$
|
(1,797.2
|
)
|
|
Year Ended December 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
|
|
|
|
|
(80.7
|
)
|
|
111.6
|
|
|
(0.1
|
)
|
|
(3.0
|
)
|
|
(1,125.2
|
)
|
|
(1,097.4
|
)
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(6.2
|
)
|
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|
|
(6.2
|
)
|
|||||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
7.7
|
|
|
7.7
|
|
|
|
|
|
|
|
|
|
|
7.7
|
|
|||||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
(0.4
|
)
|
||||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
(0.4
|
)
|
||||||||||||
Net other comprehensive (loss) earnings, before tax
|
|
|
|
|
(79.2
|
)
|
|
111.6
|
|
|
(0.1
|
)
|
|
(3.8
|
)
|
|
(1,125.2
|
)
|
|
(1,096.7
|
)
|
||||||||
Income tax (benefit) provision
|
|
|
|
|
(27.3
|
)
|
|
2.7
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(24.1
|
)
|
||||||||
Cumulative effect of the adoption of new accounting standards
|
|
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
(10.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.5
|
)
|
||
Balance at December 31, 2018, net of tax
|
|
|
|
|
$
|
(53.1
|
)
|
|
$
|
(130.9
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(1,259.0
|
)
|
|
$
|
(1,441.3
|
)
|
|
Year Ended December 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
|
|
|
|
|
46.5
|
|
|
(238.4
|
)
|
|
(6.7
|
)
|
|
2.9
|
|
|
2,103.9
|
|
|
1,908.2
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(1.1
|
)
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
(1.1
|
)
|
|||||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
7.3
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
7.3
|
|
|||||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
0.2
|
|
||||||||||||
Amortization of actuarial gain included in SG&A
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
0.7
|
|
||||||||||||
Net other comprehensive earnings (loss), before tax
|
|
|
|
|
52.7
|
|
|
(238.4
|
)
|
|
(6.7
|
)
|
|
3.8
|
|
|
2,103.9
|
|
|
1,915.3
|
|
||||||||
Income tax provision (benefit)
|
|
|
|
|
17.8
|
|
|
—
|
|
|
(2.3
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
12.8
|
|
||||||||
Balance at December 31, 2017, net of tax
|
|
|
|
|
$
|
(3.7
|
)
|
|
$
|
(239.8
|
)
|
|
$
|
10.1
|
|
|
$
|
6.0
|
|
|
$
|
(133.8
|
)
|
|
$
|
(361.2
|
)
|
12.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
118.1
|
|
|
$
|
(68.2
|
)
|
|
$
|
39.5
|
|
Deferred
|
(165.5
|
)
|
|
(112.9
|
)
|
|
28.2
|
|
|||
|
(47.4
|
)
|
|
(181.1
|
)
|
|
67.7
|
|
|||
U.S. State:
|
|
|
|
|
|
||||||
Current
|
21.1
|
|
|
6.8
|
|
|
3.9
|
|
|||
Deferred
|
(13.6
|
)
|
|
(12.3
|
)
|
|
(0.6
|
)
|
|||
|
7.5
|
|
|
(5.5
|
)
|
|
3.3
|
|
|||
Non-U.S.:
|
|
|
|
|
|
||||||
Current
|
191.0
|
|
|
271.6
|
|
|
275.0
|
|
|||
Deferred
|
(13.5
|
)
|
|
(139.1
|
)
|
|
(139.0
|
)
|
|||
|
177.5
|
|
|
132.5
|
|
|
136.0
|
|
|||
Income tax provision (benefit)
|
$
|
137.6
|
|
|
$
|
(54.1
|
)
|
|
$
|
207.0
|
|
Earnings before income taxes:
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
(73.3
|
)
|
|
$
|
39.1
|
|
|
$
|
89.7
|
|
United States
|
(1,031.4
|
)
|
|
(1,000.5
|
)
|
|
(414.5
|
)
|
|||
Foreign - Other
|
1,259.1
|
|
|
1,259.8
|
|
|
1,227.8
|
|
|||
Total earnings before income taxes
|
$
|
154.4
|
|
|
$
|
298.4
|
|
|
$
|
903.0
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
182.5
|
|
|
$
|
184.8
|
|
Litigation reserves
|
14.7
|
|
|
15.7
|
|
||
Accounts receivable allowances
|
201.9
|
|
|
217.7
|
|
||
Tax credit and loss carry-forwards
|
726.2
|
|
|
891.4
|
|
||
Operating lease assets (1)
|
62.8
|
|
|
—
|
|
||
Interest expense
|
162.7
|
|
|
373.5
|
|
||
Intangible assets
|
184.7
|
|
|
104.1
|
|
||
Other
|
201.7
|
|
|
182.4
|
|
||
|
1,737.2
|
|
|
1,969.6
|
|
||
Less: Valuation allowance
|
(603.5
|
)
|
|
(806.0
|
)
|
||
Total deferred tax assets
|
1,133.7
|
|
|
1,163.6
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment
|
87.4
|
|
|
105.6
|
|
||
Operating lease liabilities (1)
|
62.8
|
|
|
—
|
|
||
Intangible assets and goodwill
|
1,890.8
|
|
|
2,189.2
|
|
||
Other
|
17.1
|
|
|
18.7
|
|
||
Total deferred tax liabilities
|
2,058.1
|
|
|
2,313.5
|
|
||
Deferred tax liabilities, net
|
$
|
(924.4
|
)
|
|
$
|
(1,149.9
|
)
|
(1)
|
As discussed in Note 6 Leases of the notes to consolidated financial statements, in 2019 we adopted an ASU that resulted in the recognition of operating lease right-of-use assets and lease liabilities. We adopted this standard using a modified retrospective basis that does not require application to periods prior to adoption.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Statutory tax rate
|
19.0
|
%
|
|
19.0
|
%
|
|
19.0
|
%
|
|
|
|
|
|
|
|||
United States Operations
|
|
|
|
|
|
|||
Clean energy and research credits
|
(43.4
|
)%
|
|
(33.1
|
)%
|
|
(10.1
|
)%
|
U.S. rate differential
|
(3.1
|
)%
|
|
(5.4
|
)%
|
|
7.4
|
%
|
Tax Act - transition tax & deferred tax rate change
|
—
|
%
|
|
(4.9
|
)%
|
|
8.4
|
%
|
State income taxes and credits
|
(4.1
|
)%
|
|
(9.2
|
)%
|
|
(0.6
|
)%
|
Valuation allowance
|
(118.5
|
)%
|
|
60.2
|
%
|
|
10.3
|
%
|
Tax settlements and resolution of certain tax positions
|
199.6
|
%
|
|
(22.5
|
)%
|
|
1.0
|
%
|
Global intangible low-taxed income
|
(8.6
|
)%
|
|
8.6
|
%
|
|
—
|
%
|
Waived deductions under IRC § 59A
|
64.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Nondeductible transaction costs
|
7.7
|
%
|
|
—
|
%
|
|
—
|
%
|
Other U.S. items
|
6.9
|
%
|
|
7.5
|
%
|
|
0.2
|
%
|
Other Foreign Operations
|
|
|
|
|
|
|||
Luxembourg
|
(14.8
|
)%
|
|
(28.3
|
)%
|
|
(10.1
|
)%
|
Gibraltar
|
(38.8
|
)%
|
|
(19.2
|
)%
|
|
(6.5
|
)%
|
Ireland
|
(13.7
|
)%
|
|
(3.5
|
)%
|
|
(1.4
|
)%
|
France
|
15.2
|
%
|
|
6.2
|
%
|
|
2.1
|
%
|
Other
|
12.8
|
%
|
|
2.3
|
%
|
|
0.1
|
%
|
Deferred tax impact of tax law changes
|
36.7
|
%
|
|
(5.2
|
)%
|
|
(2.6
|
)%
|
Valuation allowance
|
(9.9
|
)%
|
|
(4.3
|
)%
|
|
3.9
|
%
|
Withholding taxes
|
7.1
|
%
|
|
4.1
|
%
|
|
1.3
|
%
|
Tax settlements and resolution of certain tax positions
|
(27.6
|
)%
|
|
0.7
|
%
|
|
(0.9
|
)%
|
Other foreign items
|
2.1
|
%
|
|
8.9
|
%
|
|
1.4
|
%
|
Effective tax rate
|
89.1
|
%
|
|
(18.1
|
)%
|
|
22.9
|
%
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefit — beginning of year
|
$
|
96.3
|
|
|
$
|
185.7
|
|
|
$
|
190.9
|
|
Additions for current year tax positions
|
—
|
|
|
—
|
|
|
4.4
|
|
|||
Additions for prior year tax positions
|
154.9
|
|
|
20.0
|
|
|
5.5
|
|
|||
Reductions for prior year tax positions
|
(11.7
|
)
|
|
(5.8
|
)
|
|
(0.8
|
)
|
|||
Settlements
|
(112.5
|
)
|
|
(32.9
|
)
|
|
(0.4
|
)
|
|||
Reductions due to expirations of statute of limitations
|
(34.9
|
)
|
|
(70.7
|
)
|
|
(13.9
|
)
|
|||
Unrecognized tax benefit — end of year
|
$
|
92.1
|
|
|
$
|
96.3
|
|
|
$
|
185.7
|
|
13.
|
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
|
964,475
|
|
|
42.48
|
|
|
Exercised
|
(902,041
|
)
|
|
20.06
|
|
|
Forfeited
|
(563,191
|
)
|
|
47.36
|
|
|
Outstanding at December 31, 2017
|
7,198,684
|
|
|
$
|
35.17
|
|
Granted
|
905,265
|
|
|
40.38
|
|
|
Exercised
|
(820,603
|
)
|
|
21.75
|
|
|
Forfeited
|
(468,068
|
)
|
|
47.86
|
|
|
Outstanding at December 31, 2018
|
6,815,278
|
|
|
$
|
36.61
|
|
Granted
|
829,322
|
|
|
26.18
|
|
|
Exercised
|
(580,950
|
)
|
|
14.40
|
|
|
Forfeited
|
(715,941
|
)
|
|
39.40
|
|
|
Outstanding at December 31, 2019
|
6,347,709
|
|
|
$
|
36.97
|
|
Vested and expected to vest at December 31, 2019
|
6,144,668
|
|
|
$
|
37.05
|
|
Exercisable at December 31, 2019
|
4,766,040
|
|
|
$
|
38.11
|
|
|
Number of Restricted
Stock Awards
|
|
Weighted Average
Grant-Date
Fair Value Per Share
|
|||
Nonvested at December 31, 2018
|
6,393,081
|
|
|
$
|
40.75
|
|
Granted
|
2,292,063
|
|
|
27.41
|
|
|
Released
|
(1,436,282
|
)
|
|
43.58
|
|
|
Forfeited
|
(3,143,173
|
)
|
|
38.02
|
|
|
Nonvested at December 31, 2019
|
4,105,689
|
|
|
$
|
34.42
|
|
14.
|
Employee Benefit Plans
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Unrecognized actuarial loss (gain)
|
$
|
20.6
|
|
|
$
|
(10.3
|
)
|
|
$
|
4.8
|
|
|
$
|
1.1
|
|
Unrecognized prior service (credit) cost
|
(1.3
|
)
|
|
12.1
|
|
|
0.7
|
|
|
0.7
|
|
||||
Total
|
$
|
19.3
|
|
|
$
|
1.8
|
|
|
$
|
5.5
|
|
|
$
|
1.8
|
|
(In millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Unrecognized actuarial loss
|
$
|
30.2
|
|
|
$
|
7.1
|
|
Amortization of actuarial gain/(loss)
|
0.5
|
|
|
(3.4
|
)
|
||
Unrecognized prior service costs
|
(12.4
|
)
|
|
—
|
|
||
Amortization of prior service costs
|
(0.9
|
)
|
|
—
|
|
||
Impact of foreign currency translation
|
0.6
|
|
|
—
|
|
||
Net change
|
$
|
18.0
|
|
|
$
|
3.7
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
20.7
|
|
|
$
|
19.2
|
|
|
$
|
20.1
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
Interest cost
|
13.6
|
|
|
13.0
|
|
|
13.6
|
|
|
1.5
|
|
|
1.5
|
|
|
1.6
|
|
||||||
Expected return on plan assets
|
(12.1
|
)
|
|
(14.4
|
)
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan curtailment, settlement and termination
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|
3.2
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs
|
0.9
|
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial (gains) losses
|
(0.8
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
||||||
Net periodic benefit cost
|
$
|
22.0
|
|
|
$
|
17.9
|
|
|
$
|
18.2
|
|
|
$
|
5.5
|
|
|
$
|
2.3
|
|
|
$
|
2.7
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation, beginning of year
|
$
|
635.4
|
|
|
$
|
665.2
|
|
|
$
|
34.0
|
|
|
$
|
35.1
|
|
Service cost
|
20.7
|
|
|
19.2
|
|
|
0.6
|
|
|
0.7
|
|
||||
Interest cost
|
13.6
|
|
|
13.0
|
|
|
1.5
|
|
|
1.3
|
|
||||
Participant contributions
|
1.0
|
|
|
1.0
|
|
|
0.2
|
|
|
0.2
|
|
||||
Transferred liabilities
|
0.8
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements and terminations
|
(23.8
|
)
|
|
(7.6
|
)
|
|
(7.1
|
)
|
|
—
|
|
||||
Actuarial losses (gains)
|
57.3
|
|
|
(27.4
|
)
|
|
7.1
|
|
|
(0.6
|
)
|
||||
Benefits paid
|
(23.9
|
)
|
|
(24.9
|
)
|
|
(2.5
|
)
|
|
(2.7
|
)
|
||||
Impact of foreign currency translation
|
(6.4
|
)
|
|
(19.2
|
)
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation, end of year
|
$
|
674.7
|
|
|
$
|
635.4
|
|
|
$
|
33.8
|
|
|
$
|
34.0
|
|
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
283.5
|
|
|
$
|
296.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
39.2
|
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
26.4
|
|
|
28.9
|
|
|
9.4
|
|
|
2.5
|
|
||||
Participant contributions
|
1.0
|
|
|
1.0
|
|
|
0.2
|
|
|
0.2
|
|
||||
Transferred assets
|
—
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
(8.9
|
)
|
|
(16.5
|
)
|
|
(7.1
|
)
|
|
—
|
|
||||
Benefits paid
|
(23.9
|
)
|
|
(24.9
|
)
|
|
(2.5
|
)
|
|
(2.7
|
)
|
||||
Other
|
(1.9
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
||||
Impact of foreign currency translation
|
0.3
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of year
|
315.7
|
|
|
283.5
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans
|
$
|
(359.0
|
)
|
|
$
|
(351.9
|
)
|
|
$
|
(33.8
|
)
|
|
$
|
(34.0
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Noncurrent assets
|
$
|
24.8
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(11.9
|
)
|
|
(11.9
|
)
|
|
(2.0
|
)
|
|
(1.7
|
)
|
||||
Noncurrent liabilities
|
(371.9
|
)
|
|
(345.9
|
)
|
|
(31.8
|
)
|
|
(32.3
|
)
|
||||
Net accrued benefit costs
|
$
|
(359.0
|
)
|
|
$
|
(351.9
|
)
|
|
$
|
(33.8
|
)
|
|
$
|
(34.0
|
)
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Plans with accumulated benefit obligation in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation
|
$
|
476.3
|
|
|
$
|
502.9
|
|
Accumulated benefit obligation
|
454.4
|
|
|
483.1
|
|
||
Fair value of plan assets
|
94.4
|
|
|
154.8
|
|
|
December 31, 2019
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
3.4
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Equity securities
|
33.8
|
|
|
55.5
|
|
|
—
|
|
|
89.3
|
|
||||
Fixed income securities
|
138.0
|
|
|
41.9
|
|
|
—
|
|
|
179.9
|
|
||||
Assets held by insurance companies and other
|
1.3
|
|
|
13.8
|
|
|
27.5
|
|
|
42.6
|
|
||||
Total
|
$
|
176.5
|
|
|
$
|
111.7
|
|
|
$
|
27.5
|
|
|
$
|
315.7
|
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
3.5
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Equity securities
|
58.5
|
|
|
66.0
|
|
|
—
|
|
|
124.5
|
|
||||
Fixed income securities
|
65.4
|
|
|
58.4
|
|
|
—
|
|
|
123.8
|
|
||||
Assets held by insurance companies and other
|
0.1
|
|
|
7.2
|
|
|
24.0
|
|
|
31.3
|
|
||||
Total
|
$
|
127.5
|
|
|
$
|
132.0
|
|
|
$
|
24.0
|
|
|
$
|
283.5
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
1.6
|
%
|
|
2.3
|
%
|
|
3.3
|
%
|
|
4.3
|
%
|
Expected return on plan assets
|
4.3
|
%
|
|
4.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
2.9
|
%
|
|
2.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
2.3
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
|
4.2
|
%
|
Expected return on plan assets
|
4.3
|
%
|
|
4.9
|
%
|
|
5.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
2.9
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(In millions)
|
Increase
|
|
Decrease
|
||||
Increase (decrease) in the aggregate of service and interest cost components of annual expense
|
$
|
0.1
|
|
|
$
|
—
|
|
Increase (decrease) in the projected benefit obligation
|
1.3
|
|
|
(1.1
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
2020
|
$
|
33.2
|
|
|
$
|
2.0
|
|
2021
|
34.0
|
|
|
1.8
|
|
||
2022
|
34.7
|
|
|
1.9
|
|
||
2023
|
35.2
|
|
|
1.9
|
|
||
2024
|
38.9
|
|
|
2.0
|
|
||
Thereafter
|
193.1
|
|
|
10.2
|
|
||
Total
|
$
|
369.1
|
|
|
$
|
19.8
|
|
15.
|
Segment Information
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,164.1
|
|
|
$
|
4,037.1
|
|
|
$
|
3,169.1
|
|
|
$
|
—
|
|
|
$
|
11,370.3
|
|
Other revenue
|
74.2
|
|
|
16.0
|
|
|
40.0
|
|
|
—
|
|
|
130.2
|
|
|||||
Intersegment revenue
|
75.7
|
|
|
100.2
|
|
|
514.1
|
|
|
(690.0
|
)
|
|
—
|
|
|||||
Total
|
$
|
4,314.0
|
|
|
$
|
4,153.3
|
|
|
$
|
3,723.2
|
|
|
$
|
(690.0
|
)
|
|
$
|
11,500.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profitability
|
$
|
1,861.9
|
|
|
$
|
1,019.1
|
|
|
$
|
660.7
|
|
|
$
|
—
|
|
|
$
|
3,541.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset amortization expense
|
|
|
|
|
|
|
|
|
(1,582.7
|
)
|
|||||||||
Intangible asset impairment charges
|
|
|
|
|
|
|
|
|
(180.6
|
)
|
|||||||||
Globally managed research and development costs
|
|
|
|
|
|
|
|
|
(205.8
|
)
|
|||||||||
Corporate costs and special items
|
|
|
|
|
|
|
|
|
(878.5
|
)
|
|||||||||
Litigation settlements & other contingencies
|
|
|
|
|
|
|
|
|
21.4
|
|
|||||||||
Earnings from operations
|
|
|
|
|
|
|
|
|
$
|
715.5
|
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,095.6
|
|
|
$
|
4,157.3
|
|
|
$
|
3,015.8
|
|
|
$
|
—
|
|
|
$
|
11,268.7
|
|
Other revenue
|
112.4
|
|
|
27.1
|
|
|
25.7
|
|
|
—
|
|
|
165.2
|
|
|||||
Intersegment revenue
|
85.2
|
|
|
107.8
|
|
|
343.9
|
|
|
(536.9
|
)
|
|
—
|
|
|||||
Total
|
$
|
4,293.2
|
|
|
$
|
4,292.2
|
|
|
$
|
3,385.4
|
|
|
$
|
(536.9
|
)
|
|
$
|
11,433.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profitability
|
$
|
1,838.4
|
|
|
$
|
1,089.5
|
|
|
$
|
692.0
|
|
|
$
|
—
|
|
|
$
|
3,619.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset amortization expense
|
|
|
|
|
|
|
|
|
(1,606.4
|
)
|
|||||||||
Intangible asset impairment charges
|
|
|
|
|
|
|
|
|
(224.0
|
)
|
|||||||||
Globally managed research and development costs
|
|
|
|
|
|
|
|
|
(250.3
|
)
|
|||||||||
Corporate costs and special items
|
|
|
|
|
|
|
|
|
(683.1
|
)
|
|||||||||
Litigation settlements & other contingencies
|
|
|
|
|
|
|
|
|
49.5
|
|
|||||||||
Earnings from operations
|
|
|
|
|
|
|
|
|
$
|
905.6
|
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,969.6
|
|
|
$
|
3,958.3
|
|
|
$
|
2,832.1
|
|
|
$
|
—
|
|
|
$
|
11,760.0
|
|
Other revenue
|
86.5
|
|
|
36.5
|
|
|
24.7
|
|
|
—
|
|
|
147.7
|
|
|||||
Intersegment revenue
|
74.6
|
|
|
112.4
|
|
|
379.2
|
|
|
(566.2
|
)
|
|
—
|
|
|||||
Total
|
$
|
5,130.7
|
|
|
$
|
4,107.2
|
|
|
$
|
3,236.0
|
|
|
$
|
(566.2
|
)
|
|
$
|
11,907.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profitability
|
$
|
2,497.1
|
|
|
$
|
1,082.8
|
|
|
$
|
572.7
|
|
|
$
|
—
|
|
|
$
|
4,152.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset amortization expense
|
|
|
|
|
|
|
|
|
(1,437.4
|
)
|
|||||||||
Intangible asset impairment charges
|
|
|
|
|
|
|
|
|
(80.8
|
)
|
|||||||||
Globally managed research and development costs
|
|
|
|
|
|
|
|
|
(356.4
|
)
|
|||||||||
Corporate costs and special items
|
|
|
|
|
|
|
|
|
(853.9
|
)
|
|||||||||
Litigation settlements & other contingencies
|
|
|
|
|
|
|
|
|
13.1
|
|
|||||||||
Earnings from operations
|
|
|
|
|
|
|
|
|
$
|
1,437.2
|
|
|
Percentage of Consolidated Net Sales
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
McKesson Corporation
|
15
|
%
|
|
12
|
%
|
|
13
|
%
|
AmerisourceBergen Corporation
|
9
|
%
|
|
8
|
%
|
|
8
|
%
|
Cardinal Health, Inc.
|
8
|
%
|
|
8
|
%
|
|
10
|
%
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
3,965.9
|
|
|
$
|
3,865.2
|
|
|
$
|
4,683.7
|
|
India
|
1,171.1
|
|
|
1,164.8
|
|
|
1,082.6
|
|
|||
The Netherlands (1)
|
139.4
|
|
|
132.2
|
|
|
117.5
|
|
|||
Other countries (2)
|
6,093.9
|
|
|
6,106.5
|
|
|
5,876.2
|
|
|||
|
$
|
11,370.3
|
|
|
$
|
11,268.7
|
|
|
$
|
11,760.0
|
|
(1)
|
Mylan N.V. has its corporate seat in the Netherlands.
|
(2)
|
No other country’s net sales represent more than 10% of consolidated net sales for the years ended December 31, 2019, 2018 and 2017, respectively.
|
16.
|
Commitments
|
17.
|
Subsidiary Guarantors
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
475.6
|
|
|
$
|
—
|
|
|
$
|
475.6
|
|
Accounts receivable, net
|
—
|
|
|
19.6
|
|
|
—
|
|
|
3,039.2
|
|
|
—
|
|
|
3,058.8
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,670.9
|
|
|
—
|
|
|
2,670.9
|
|
||||||
Intercompany receivables
|
375.1
|
|
|
573.1
|
|
|
—
|
|
|
13,524.5
|
|
|
(14,472.7
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
7.7
|
|
|
120.7
|
|
|
—
|
|
|
423.6
|
|
|
—
|
|
|
552.0
|
|
||||||
Total current assets
|
382.8
|
|
|
713.4
|
|
|
—
|
|
|
20,133.8
|
|
|
(14,472.7
|
)
|
|
6,757.3
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
240.2
|
|
|
—
|
|
|
1,909.4
|
|
|
—
|
|
|
2,149.6
|
|
||||||
Investments in subsidiaries
|
18,726.9
|
|
|
12,988.9
|
|
|
—
|
|
|
—
|
|
|
(31,715.8
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
5,263.3
|
|
|
11,202.7
|
|
|
—
|
|
|
3,191.7
|
|
|
(19,657.7
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
11,649.9
|
|
|
—
|
|
|
11,649.9
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
9,573.5
|
|
|
—
|
|
|
9,590.6
|
|
||||||
Other assets
|
0.2
|
|
|
124.7
|
|
|
—
|
|
|
983.2
|
|
|
—
|
|
|
1,108.1
|
|
||||||
Total assets
|
$
|
24,373.2
|
|
|
$
|
25,287.0
|
|
|
$
|
—
|
|
|
$
|
47,441.5
|
|
|
$
|
(65,846.2
|
)
|
|
$
|
31,255.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
121.6
|
|
|
$
|
—
|
|
|
$
|
1,406.5
|
|
|
$
|
—
|
|
|
$
|
1,528.1
|
|
Income taxes payable
|
—
|
|
|
8.5
|
|
|
—
|
|
|
204.5
|
|
|
—
|
|
|
213.0
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
1,449.3
|
|
|
0.2
|
|
|
—
|
|
|
58.6
|
|
|
—
|
|
|
1,508.1
|
|
||||||
Intercompany payables
|
2,093.3
|
|
|
12,375.0
|
|
|
—
|
|
|
4.4
|
|
|
(14,472.7
|
)
|
|
—
|
|
||||||
Other current liabilities
|
19.8
|
|
|
291.2
|
|
|
—
|
|
|
2,008.9
|
|
|
—
|
|
|
2,319.9
|
|
||||||
Total current liabilities
|
3,562.4
|
|
|
12,796.5
|
|
|
—
|
|
|
3,682.9
|
|
|
(14,472.7
|
)
|
|
5,569.1
|
|
||||||
Long-term debt
|
7,408.9
|
|
|
3,796.5
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
11,214.3
|
|
||||||
Intercompany notes payable
|
1,518.1
|
|
|
3,494.7
|
|
|
—
|
|
|
14,644.9
|
|
|
(19,657.7
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
58.8
|
|
|
—
|
|
|
2,529.5
|
|
|
—
|
|
|
2,588.3
|
|
||||||
Total liabilities
|
12,489.4
|
|
|
20,146.5
|
|
|
—
|
|
|
20,866.2
|
|
|
(34,130.4
|
)
|
|
19,371.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
11,883.8
|
|
|
5,140.5
|
|
|
—
|
|
|
26,575.3
|
|
|
(31,715.8
|
)
|
|
11,883.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
24,373.2
|
|
|
$
|
25,287.0
|
|
|
$
|
—
|
|
|
$
|
47,441.5
|
|
|
$
|
(65,846.2
|
)
|
|
$
|
31,255.5
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
369.9
|
|
|
$
|
—
|
|
|
$
|
388.1
|
|
Accounts receivable, net
|
—
|
|
|
24.3
|
|
|
—
|
|
|
2,856.7
|
|
|
—
|
|
|
2,881.0
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,580.2
|
|
|
—
|
|
|
2,580.2
|
|
||||||
Intercompany receivables
|
342.9
|
|
|
518.7
|
|
|
—
|
|
|
13,107.1
|
|
|
(13,968.7
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
5.6
|
|
|
71.3
|
|
|
—
|
|
|
441.5
|
|
|
—
|
|
|
518.4
|
|
||||||
Total current assets
|
348.5
|
|
|
632.5
|
|
|
—
|
|
|
19,355.4
|
|
|
(13,968.7
|
)
|
|
6,367.7
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
259.7
|
|
|
—
|
|
|
1,910.5
|
|
|
—
|
|
|
2,170.2
|
|
||||||
Investments in subsidiaries
|
18,995.9
|
|
|
13,129.5
|
|
|
—
|
|
|
—
|
|
|
(32,125.4
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
6,287.4
|
|
|
10,732.6
|
|
|
—
|
|
|
2,519.8
|
|
|
(19,539.8
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
13,664.6
|
|
|
—
|
|
|
13,664.6
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
9,730.7
|
|
|
—
|
|
|
9,747.8
|
|
||||||
Other assets
|
0.3
|
|
|
68.9
|
|
|
—
|
|
|
715.4
|
|
|
—
|
|
|
784.6
|
|
||||||
Total assets
|
$
|
25,632.1
|
|
|
$
|
24,840.3
|
|
|
$
|
—
|
|
|
$
|
47,896.4
|
|
|
$
|
(65,633.9
|
)
|
|
$
|
32,734.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
70.6
|
|
|
$
|
—
|
|
|
$
|
1,546.4
|
|
|
$
|
—
|
|
|
$
|
1,617.0
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
121.5
|
|
|
—
|
|
|
121.5
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
649.0
|
|
|
0.2
|
|
|
—
|
|
|
50.6
|
|
|
—
|
|
|
699.8
|
|
||||||
Intercompany payables
|
1,618.8
|
|
|
12,326.4
|
|
|
—
|
|
|
23.5
|
|
|
(13,968.7
|
)
|
|
—
|
|
||||||
Other current liabilities
|
21.0
|
|
|
216.0
|
|
|
—
|
|
|
1,910.6
|
|
|
—
|
|
|
2,147.6
|
|
||||||
Total current liabilities
|
2,288.8
|
|
|
12,613.2
|
|
|
—
|
|
|
3,654.5
|
|
|
(13,968.7
|
)
|
|
4,587.8
|
|
||||||
Long-term debt
|
9,370.1
|
|
|
3,786.2
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
13,161.2
|
|
||||||
Intercompany notes payable
|
1,806.1
|
|
|
3,094.2
|
|
|
—
|
|
|
14,639.5
|
|
|
(19,539.8
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
48.6
|
|
|
—
|
|
|
2,770.2
|
|
|
—
|
|
|
2,818.8
|
|
||||||
Total liabilities
|
13,465.0
|
|
|
19,542.2
|
|
|
—
|
|
|
21,069.1
|
|
|
(33,508.5
|
)
|
|
20,567.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
12,167.1
|
|
|
5,298.1
|
|
|
—
|
|
|
26,827.3
|
|
|
(32,125.4
|
)
|
|
12,167.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
25,632.1
|
|
|
$
|
24,840.3
|
|
|
$
|
—
|
|
|
$
|
47,896.4
|
|
|
$
|
(65,633.9
|
)
|
|
$
|
32,734.9
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,370.3
|
|
|
$
|
—
|
|
|
$
|
11,370.3
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
130.2
|
|
|
—
|
|
|
130.2
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
11,500.5
|
|
|
—
|
|
|
11,500.5
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
7,602.9
|
|
|
—
|
|
|
7,602.9
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
3,897.6
|
|
|
—
|
|
|
3,897.6
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
639.9
|
|
|
—
|
|
|
639.9
|
|
||||||
Selling, general and administrative
|
56.6
|
|
|
703.7
|
|
|
—
|
|
|
1,803.3
|
|
|
—
|
|
|
2,563.6
|
|
||||||
Litigation settlements and other contingencies, net
|
30.0
|
|
|
—
|
|
|
—
|
|
|
(51.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
||||||
Total operating expenses
|
86.6
|
|
|
703.7
|
|
|
—
|
|
|
2,391.8
|
|
|
—
|
|
|
3,182.1
|
|
||||||
(Loss) earnings from operations
|
(86.6
|
)
|
|
(703.7
|
)
|
|
—
|
|
|
1,505.8
|
|
|
—
|
|
|
715.5
|
|
||||||
Interest expense
|
316.7
|
|
|
174.2
|
|
|
—
|
|
|
26.4
|
|
|
—
|
|
|
517.3
|
|
||||||
Other (income) expense, net
|
(289.8
|
)
|
|
(230.0
|
)
|
|
—
|
|
|
563.6
|
|
|
—
|
|
|
43.8
|
|
||||||
(Loss) earnings before income taxes
|
(113.5
|
)
|
|
(647.9
|
)
|
|
—
|
|
|
915.8
|
|
|
—
|
|
|
154.4
|
|
||||||
Income tax (benefit) provision
|
(26.9
|
)
|
|
(35.8
|
)
|
|
—
|
|
|
200.3
|
|
|
—
|
|
|
137.6
|
|
||||||
Earnings of equity interest subsidiaries
|
103.4
|
|
|
475.6
|
|
|
—
|
|
|
—
|
|
|
(579.0
|
)
|
|
—
|
|
||||||
Net earnings (loss)
|
$
|
16.8
|
|
|
$
|
(136.5
|
)
|
|
$
|
—
|
|
|
$
|
715.5
|
|
|
$
|
(579.0
|
)
|
|
$
|
16.8
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,268.7
|
|
|
$
|
—
|
|
|
$
|
11,268.7
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
165.2
|
|
|
—
|
|
|
165.2
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
11,433.9
|
|
|
—
|
|
|
11,433.9
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
7,432.3
|
|
|
—
|
|
|
7,432.3
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
4,001.6
|
|
|
—
|
|
|
4,001.6
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
704.5
|
|
|
—
|
|
|
704.5
|
|
||||||
Selling, general and administrative
|
40.7
|
|
|
517.3
|
|
|
—
|
|
|
1,883.0
|
|
|
—
|
|
|
2,441.0
|
|
||||||
Litigation settlements and other contingencies, net
|
—
|
|
|
7.1
|
|
|
—
|
|
|
(56.6
|
)
|
|
—
|
|
|
(49.5
|
)
|
||||||
Total operating expenses
|
40.7
|
|
|
524.4
|
|
|
—
|
|
|
2,530.9
|
|
|
—
|
|
|
3,096.0
|
|
||||||
(Loss) earnings from operations
|
(40.7
|
)
|
|
(524.4
|
)
|
|
—
|
|
|
1,470.7
|
|
|
—
|
|
|
905.6
|
|
||||||
Interest expense
|
349.0
|
|
|
154.6
|
|
|
—
|
|
|
38.7
|
|
|
—
|
|
|
542.3
|
|
||||||
Other (income) expense, net
|
(316.4
|
)
|
|
(273.3
|
)
|
|
—
|
|
|
654.6
|
|
|
—
|
|
|
64.9
|
|
||||||
(Loss) earnings before income taxes
|
(73.3
|
)
|
|
(405.7
|
)
|
|
—
|
|
|
777.4
|
|
|
—
|
|
|
298.4
|
|
||||||
Income tax (benefit) provision
|
(28.7
|
)
|
|
(27.4
|
)
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
(54.1
|
)
|
||||||
Earnings of equity interest subsidiaries
|
397.1
|
|
|
328.8
|
|
|
—
|
|
|
—
|
|
|
(725.9
|
)
|
|
—
|
|
||||||
Net earnings (loss)
|
$
|
352.5
|
|
|
$
|
(49.5
|
)
|
|
$
|
—
|
|
|
$
|
775.4
|
|
|
$
|
(725.9
|
)
|
|
$
|
352.5
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,760.0
|
|
|
$
|
—
|
|
|
$
|
11,760.0
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
147.7
|
|
|
—
|
|
|
147.7
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
11,907.7
|
|
|
—
|
|
|
11,907.7
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
7,124.6
|
|
|
—
|
|
|
7,124.6
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
4,783.1
|
|
|
—
|
|
|
4,783.1
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
783.3
|
|
|
—
|
|
|
783.3
|
|
||||||
Selling, general and administrative
|
45.5
|
|
|
650.9
|
|
|
—
|
|
|
1,879.3
|
|
|
—
|
|
|
2,575.7
|
|
||||||
Litigation settlements and other contingencies, net
|
—
|
|
|
17.0
|
|
|
—
|
|
|
(30.1
|
)
|
|
—
|
|
|
(13.1
|
)
|
||||||
Total operating expenses
|
45.5
|
|
|
667.9
|
|
|
—
|
|
|
2,632.5
|
|
|
—
|
|
|
3,345.9
|
|
||||||
(Loss) earnings from operations
|
(45.5
|
)
|
|
(667.9
|
)
|
|
—
|
|
|
2,150.6
|
|
|
—
|
|
|
1,437.2
|
|
||||||
Interest expense
|
378.0
|
|
|
104.1
|
|
|
—
|
|
|
52.5
|
|
|
—
|
|
|
534.6
|
|
||||||
Other (income) expense, net
|
(484.9
|
)
|
|
(264.6
|
)
|
|
—
|
|
|
749.1
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Earnings (loss) before income taxes and noncontrolling interest
|
61.4
|
|
|
(507.4
|
)
|
|
—
|
|
|
1,349.0
|
|
|
—
|
|
|
903.0
|
|
||||||
Income tax (benefit) provision
|
(21.1
|
)
|
|
(14.0
|
)
|
|
—
|
|
|
242.1
|
|
|
—
|
|
|
207.0
|
|
||||||
Earnings of equity interest subsidiaries
|
613.5
|
|
|
886.4
|
|
|
—
|
|
|
—
|
|
|
(1,499.9
|
)
|
|
—
|
|
||||||
Net earnings
|
$
|
696.0
|
|
|
$
|
393.0
|
|
|
$
|
—
|
|
|
$
|
1,106.9
|
|
|
$
|
(1,499.9
|
)
|
|
$
|
696.0
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings (loss)
|
$
|
16.8
|
|
|
$
|
(136.5
|
)
|
|
$
|
—
|
|
|
$
|
715.5
|
|
|
$
|
(579.0
|
)
|
|
$
|
16.8
|
|
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
(415.5
|
)
|
|
—
|
|
|
—
|
|
|
(415.5
|
)
|
|
415.5
|
|
|
(415.5
|
)
|
||||||
Change in unrecognized loss and prior service cost related to defined benefit plans
|
(24.8
|
)
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
|
24.8
|
|
|
(24.8
|
)
|
||||||
Net unrecognized gain on derivatives in cash flow hedging relationships
|
37.1
|
|
|
10.1
|
|
|
—
|
|
|
27.0
|
|
|
(37.1
|
)
|
|
37.1
|
|
||||||
Net unrecognized gain on derivatives in net investment hedging relationships
|
59.6
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|
59.6
|
|
||||||
Net unrealized gain on marketable securities
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
0.5
|
|
||||||
Other comprehensive (loss) earnings, before tax
|
(343.1
|
)
|
|
22.7
|
|
|
—
|
|
|
(412.8
|
)
|
|
390.1
|
|
|
(343.1
|
)
|
||||||
Income tax provision (benefit)
|
9.2
|
|
|
(5.4
|
)
|
|
—
|
|
|
14.6
|
|
|
(9.2
|
)
|
|
9.2
|
|
||||||
Other comprehensive (loss) earnings, net of tax
|
(352.3
|
)
|
|
28.1
|
|
|
—
|
|
|
(427.4
|
)
|
|
399.3
|
|
|
(352.3
|
)
|
||||||
Comprehensive (loss) earnings
|
$
|
(335.5
|
)
|
|
$
|
(108.4
|
)
|
|
$
|
—
|
|
|
$
|
288.1
|
|
|
$
|
(179.7
|
)
|
|
$
|
(335.5
|
)
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings (loss)
|
$
|
352.5
|
|
|
$
|
(49.5
|
)
|
|
$
|
—
|
|
|
$
|
775.4
|
|
|
$
|
(725.9
|
)
|
|
$
|
352.5
|
|
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
(1,125.2
|
)
|
|
—
|
|
|
—
|
|
|
(1,125.2
|
)
|
|
1,125.2
|
|
|
(1,125.2
|
)
|
||||||
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans
|
(3.8
|
)
|
|
0.6
|
|
|
—
|
|
|
(4.4
|
)
|
|
3.8
|
|
|
(3.8
|
)
|
||||||
Net unrecognized (loss) gain on derivatives in cash flow hedging relationships
|
(79.2
|
)
|
|
7.7
|
|
|
—
|
|
|
(86.9
|
)
|
|
79.2
|
|
|
(79.2
|
)
|
||||||
Net unrecognized gain on derivatives in net investment hedging relationships
|
111.6
|
|
|
11.6
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
111.6
|
|
||||||
Net unrealized loss on marketable securities
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Other comprehensive (loss) earnings, before tax
|
(1,096.7
|
)
|
|
19.9
|
|
|
—
|
|
|
(1,216.6
|
)
|
|
1,196.7
|
|
|
(1,096.7
|
)
|
||||||
Income tax benefit
|
(24.1
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
(19.4
|
)
|
|
24.1
|
|
|
(24.1
|
)
|
||||||
Other comprehensive (loss) earnings, net of tax
|
(1,072.6
|
)
|
|
24.6
|
|
|
—
|
|
|
(1,197.2
|
)
|
|
1,172.6
|
|
|
(1,072.6
|
)
|
||||||
Comprehensive loss
|
$
|
(720.1
|
)
|
|
$
|
(24.9
|
)
|
|
$
|
—
|
|
|
$
|
(421.8
|
)
|
|
$
|
446.7
|
|
|
$
|
(720.1
|
)
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
696.0
|
|
|
$
|
393.0
|
|
|
$
|
—
|
|
|
$
|
1,106.9
|
|
|
$
|
(1,499.9
|
)
|
|
$
|
696.0
|
|
Other comprehensive earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
2,103.9
|
|
|
—
|
|
|
—
|
|
|
2,103.9
|
|
|
(2,103.9
|
)
|
|
2,103.9
|
|
||||||
Change in unrecognized gain and prior service cost related to defined benefit plans
|
3.8
|
|
|
3.0
|
|
|
—
|
|
|
0.8
|
|
|
(3.8
|
)
|
|
3.8
|
|
||||||
Net unrecognized gain on derivatives
|
52.7
|
|
|
7.3
|
|
|
—
|
|
|
45.4
|
|
|
(52.7
|
)
|
|
52.7
|
|
||||||
Net unrecognized loss on derivatives in net investment hedging relationships
|
(238.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238.4
|
)
|
||||||
Net unrealized loss on marketable securities
|
(6.7
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
6.7
|
|
|
(6.7
|
)
|
||||||
Other comprehensive earnings, before tax
|
1,915.3
|
|
|
3.9
|
|
|
—
|
|
|
2,149.8
|
|
|
(2,153.7
|
)
|
|
1,915.3
|
|
||||||
Income tax provision (benefit)
|
12.8
|
|
|
(1.6
|
)
|
|
—
|
|
|
14.4
|
|
|
(12.8
|
)
|
|
12.8
|
|
||||||
Other comprehensive earnings, net of tax
|
1,902.5
|
|
|
5.5
|
|
|
—
|
|
|
2,135.4
|
|
|
(2,140.9
|
)
|
|
1,902.5
|
|
||||||
Comprehensive earnings
|
$
|
2,598.5
|
|
|
$
|
398.5
|
|
|
$
|
—
|
|
|
$
|
3,242.3
|
|
|
$
|
(3,640.8
|
)
|
|
$
|
2,598.5
|
|
(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
|
$
|
178.2
|
|
|
$
|
(886.2
|
)
|
|
$
|
—
|
|
|
$
|
2,511.7
|
|
|
$
|
—
|
|
|
$
|
1,803.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(39.0
|
)
|
|
—
|
|
|
(174.2
|
)
|
|
—
|
|
|
(213.2
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(148.7
|
)
|
|
—
|
|
|
(148.7
|
)
|
||||||
Proceeds from sale of assets and subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
28.0
|
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|
—
|
|
|
(25.8
|
)
|
||||||
Proceeds from the sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
27.1
|
|
||||||
Investments in affiliates
|
—
|
|
|
(22.8
|
)
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
||||||
Dividends from affiliates
|
114.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114.6
|
)
|
|
—
|
|
||||||
Loans to affiliates
|
(250.8
|
)
|
|
—
|
|
|
—
|
|
|
(5,342.7
|
)
|
|
5,593.5
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
1,469.1
|
|
|
—
|
|
|
—
|
|
|
4,144.7
|
|
|
(5,613.8
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(191.9
|
)
|
|
—
|
|
|
(192.8
|
)
|
||||||
Net cash provided by (used in) investing activities
|
1,332.9
|
|
|
(62.7
|
)
|
|
—
|
|
|
(1,683.5
|
)
|
|
(112.1
|
)
|
|
(525.4
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(0.5
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
||||||
Payments of long-term debt
|
(1,100.0
|
)
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
(1,108.5
|
)
|
||||||
Proceeds from exercise of stock options
|
8.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(8.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
||||||
Contingent consideration payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.3
|
)
|
|
—
|
|
|
(60.3
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
(22.8
|
)
|
|
—
|
|
||||||
Capital payments to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(114.6
|
)
|
|
114.6
|
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
(1,718.9
|
)
|
|
(3,216.6
|
)
|
|
—
|
|
|
(678.3
|
)
|
|
5,613.8
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
1,308.6
|
|
|
4,149.8
|
|
|
—
|
|
|
135.1
|
|
|
(5,593.5
|
)
|
|
—
|
|
||||||
Other items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(1,511.1
|
)
|
|
930.7
|
|
|
—
|
|
|
(700.7
|
)
|
|
112.1
|
|
|
(1,169.0
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(18.2
|
)
|
|
—
|
|
|
120.0
|
|
|
—
|
|
|
101.8
|
|
||||||
Cash, cash equivalents and restricted cash — beginning of period
|
—
|
|
|
18.2
|
|
|
—
|
|
|
371.1
|
|
|
—
|
|
|
389.3
|
|
||||||
Cash, cash equivalents and restricted cash — end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
491.1
|
|
|
$
|
—
|
|
|
$
|
491.1
|
|
(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
|
$
|
(230.4
|
)
|
|
$
|
(1,551.7
|
)
|
|
$
|
—
|
|
|
$
|
4,123.8
|
|
|
$
|
—
|
|
|
$
|
2,341.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(28.6
|
)
|
|
—
|
|
|
(223.5
|
)
|
|
—
|
|
|
(252.1
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.9
|
)
|
|
—
|
|
|
(65.9
|
)
|
||||||
Proceeds from sale of assets and subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
29.3
|
|
|
—
|
|
|
29.3
|
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(63.4
|
)
|
|
—
|
|
|
(63.4
|
)
|
||||||
Proceeds from the sale of marketable securities
|
—
|
|
|
36.3
|
|
|
—
|
|
|
48.9
|
|
|
—
|
|
|
85.2
|
|
||||||
Investments in affiliates
|
—
|
|
|
(28.8
|
)
|
|
—
|
|
|
—
|
|
|
28.8
|
|
|
—
|
|
||||||
Dividends from affiliates
|
118.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118.6
|
)
|
|
—
|
|
||||||
Loans to affiliates
|
(492.2
|
)
|
|
—
|
|
|
—
|
|
|
(5,687.8
|
)
|
|
6,180.0
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
2,615.4
|
|
|
—
|
|
|
—
|
|
|
4,066.8
|
|
|
(6,682.2
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(943.0
|
)
|
|
—
|
|
|
(943.5
|
)
|
||||||
Net cash provided by (used in) investing activities
|
2,241.8
|
|
|
(21.6
|
)
|
|
—
|
|
|
(2,838.6
|
)
|
|
(592.0
|
)
|
|
(1,210.4
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(0.6
|
)
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||||
Purchase of ordinary shares
|
(432.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(432.0
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.4
|
)
|
|
—
|
|
|
(44.4
|
)
|
||||||
Proceeds from issuance of long-term debt
|
496.5
|
|
|
2,079.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2,577.9
|
|
||||||
Payments of long-term debt
|
(2,012.5
|
)
|
|
(1,150.0
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(3,165.2
|
)
|
||||||
Proceeds from exercise of stock options
|
17.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
||||||
Contingent consideration payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|
(11.9
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
28.8
|
|
|
(28.8
|
)
|
|
—
|
|
||||||
Capital payments to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(118.6
|
)
|
|
118.6
|
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
(1,454.2
|
)
|
|
(3,691.6
|
)
|
|
—
|
|
|
(1,536.4
|
)
|
|
6,682.2
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
1,383.7
|
|
|
4,350.9
|
|
|
—
|
|
|
445.4
|
|
|
(6,180.0
|
)
|
|
—
|
|
||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Other items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(2,011.4
|
)
|
|
1,567.7
|
|
|
—
|
|
|
(1,239.2
|
)
|
|
592.0
|
|
|
(1,090.9
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
|
—
|
|
|
(21.0
|
)
|
||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
19.4
|
|
||||||
Cash, cash equivalents and restricted cash — beginning of period
|
—
|
|
|
23.8
|
|
|
—
|
|
|
346.1
|
|
|
—
|
|
|
369.9
|
|
||||||
Cash, cash equivalents and restricted cash — end of period
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
371.1
|
|
|
$
|
—
|
|
|
$
|
389.3
|
|
(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
|
$
|
(326.6
|
)
|
|
$
|
(381.1
|
)
|
|
$
|
—
|
|
|
$
|
2,772.5
|
|
|
$
|
—
|
|
|
$
|
2,064.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(54.8
|
)
|
|
—
|
|
|
(221.1
|
)
|
|
—
|
|
|
(275.9
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(71.6
|
)
|
|
—
|
|
|
—
|
|
|
(95.4
|
)
|
|
—
|
|
|
(167.0
|
)
|
||||||
Proceeds from sale of assets and subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
86.7
|
|
|
—
|
|
|
86.7
|
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(96.5
|
)
|
|
—
|
|
|
(96.5
|
)
|
||||||
Proceeds from the sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
96.6
|
|
|
—
|
|
|
96.6
|
|
||||||
Investments in affiliates
|
—
|
|
|
(30.2
|
)
|
|
—
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
||||||
Dividends from affiliates
|
261.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(261.3
|
)
|
|
—
|
|
||||||
Loans to affiliates
|
(322.7
|
)
|
|
(98.0
|
)
|
|
—
|
|
|
(3,493.7
|
)
|
|
3,914.4
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
1,258.8
|
|
|
0.3
|
|
|
—
|
|
|
1,630.9
|
|
|
(2,890.0
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(619.4
|
)
|
|
—
|
|
|
(620.3
|
)
|
||||||
Net cash provided by (used in) investing activities
|
1,125.8
|
|
|
(183.6
|
)
|
|
—
|
|
|
(2,711.9
|
)
|
|
793.3
|
|
|
(976.4
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(9.7
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
||||||
Purchase of ordinary shares
|
(500.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500.2
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
||||||
Proceeds from issuance of long-term debt
|
874.5
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
876.1
|
|
||||||
Payments of long-term debt
|
(1,820.0
|
)
|
|
—
|
|
|
—
|
|
|
(412.7
|
)
|
|
—
|
|
|
(2,232.7
|
)
|
||||||
Proceeds from exercise of stock options
|
17.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(7.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
||||||
Contingent consideration payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.1
|
)
|
|
—
|
|
|
(26.1
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
30.2
|
|
|
(30.2
|
)
|
|
—
|
|
||||||
Capital payments to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(261.3
|
)
|
|
261.3
|
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
—
|
|
|
(2,447.2
|
)
|
|
—
|
|
|
(442.8
|
)
|
|
2,890.0
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
645.5
|
|
|
2,966.7
|
|
|
—
|
|
|
302.2
|
|
|
(3,914.4
|
)
|
|
—
|
|
||||||
Acquisition of noncontrolling interest
|
—
|
|
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
|||||||
Other items, net
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(799.5
|
)
|
|
503.1
|
|
|
—
|
|
|
(803.4
|
)
|
|
(793.3
|
)
|
|
(1,893.1
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
27.6
|
|
|
—
|
|
|
27.6
|
|
||||||
Net decrease in cash, cash equivalents and restricted cash
|
(0.3
|
)
|
|
(61.6
|
)
|
|
—
|
|
|
(715.2
|
)
|
|
—
|
|
|
(777.1
|
)
|
||||||
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
|
$
|
—
|
|
|
$
|
23.8
|
|
|
$
|
—
|
|
|
$
|
346.1
|
|
|
$
|
—
|
|
|
$
|
369.9
|
|
Supplemental disclosures of cash flow information —
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
475.6
|
|
|
$
|
—
|
|
|
$
|
475.6
|
|
Restricted cash, included in prepaid expenses and other current assets
|
—
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
||||||
Cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
491.1
|
|
|
$
|
—
|
|
|
$
|
491.1
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
369.9
|
|
|
$
|
—
|
|
|
$
|
388.1
|
|
Restricted cash, included in prepaid expenses and other current assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
371.1
|
|
|
$
|
—
|
|
|
$
|
389.3
|
|
18.
|
Restructuring
|
(In millions)
|
Employee Related Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance at December 31, 2017:
|
$
|
92.9
|
|
|
$
|
14.1
|
|
|
$
|
107.0
|
|
Charges
|
71.6
|
|
|
168.6
|
|
|
240.2
|
|
|||
Cash payment
|
(100.8
|
)
|
|
(26.1
|
)
|
|
(126.9
|
)
|
|||
Utilization
|
—
|
|
|
(144.5
|
)
|
|
(144.5
|
)
|
|||
Foreign currency translation
|
$
|
(2.9
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(3.2
|
)
|
Balance at December 31, 2018:
|
$
|
60.8
|
|
|
$
|
11.8
|
|
|
$
|
72.6
|
|
Charges (1)
|
16.6
|
|
|
88.0
|
|
|
104.6
|
|
|||
Cash payment
|
(48.9
|
)
|
|
(10.5
|
)
|
|
(59.4
|
)
|
|||
Reclassifications
|
—
|
|
|
(8.1
|
)
|
|
(8.1
|
)
|
|||
Utilization
|
—
|
|
|
(78.3
|
)
|
|
(78.3
|
)
|
|||
Foreign currency translation
|
(2.1
|
)
|
|
(0.1
|
)
|
|
(2.2
|
)
|
|||
Balance at December 31, 2019
|
$
|
26.4
|
|
|
$
|
2.8
|
|
|
$
|
29.2
|
|
(1)
|
For the year ended December 31, 2019, total restructuring charges in North America, Europe and Rest of World were approximately $92.1 million, $8.3 million and $4.2 million, respectively. For the year ended December 31, 2018, total restructuring charges in North America, Europe, Rest of World and corporate were approximately $129.1 million, $73.4 million, $16.2 million and $21.5 million respectively.
|
19.
|
Collaboration and Licensing Agreements
|
20.
|
Litigation
|
|
Three-Month Period Ended
|
||||||||||||||
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
Total revenues
|
$
|
2,495.5
|
|
|
$
|
2,851.5
|
|
|
$
|
2,961.7
|
|
|
$
|
3,191.8
|
|
Gross profit
|
805.2
|
|
|
932.6
|
|
|
1,072.4
|
|
|
1,087.4
|
|
||||
Net (loss) earnings
|
(25.0
|
)
|
|
(168.5
|
)
|
|
189.8
|
|
|
20.5
|
|
||||
Earnings per share (1):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.37
|
|
|
$
|
0.04
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.37
|
|
|
$
|
0.04
|
|
Share prices (2):
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
32.10
|
|
|
$
|
28.47
|
|
|
$
|
22.53
|
|
|
$
|
20.10
|
|
Low
|
$
|
26.01
|
|
|
$
|
16.80
|
|
|
$
|
17.61
|
|
|
$
|
17.01
|
|
|
Three-Month Period Ended
|
||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
||||||||
Total revenues
|
$
|
2,684.5
|
|
|
$
|
2,808.3
|
|
|
$
|
2,862.4
|
|
|
$
|
3,078.7
|
|
Gross profit
|
984.3
|
|
|
962.5
|
|
|
1,039.2
|
|
|
1,015.6
|
|
||||
Net earnings
|
87.1
|
|
|
37.5
|
|
|
176.7
|
|
|
51.2
|
|
||||
Earnings per share (1):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.17
|
|
|
$
|
0.07
|
|
|
$
|
0.34
|
|
|
$
|
0.10
|
|
Diluted
|
$
|
0.17
|
|
|
$
|
0.07
|
|
|
$
|
0.34
|
|
|
$
|
0.10
|
|
Share prices (2):
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
47.64
|
|
|
$
|
41.86
|
|
|
$
|
39.48
|
|
|
$
|
37.15
|
|
Low
|
$
|
38.87
|
|
|
$
|
35.37
|
|
|
$
|
35.53
|
|
|
$
|
26.21
|
|
(1)
|
The sum of earnings per share for the quarters may not equal earnings per share for the total year due to changes in the average number of ordinary shares outstanding.
|
(2)
|
Closing prices are as reported on NASDAQ.
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
ITEM 9A.
|
Controls and Procedures
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
ITEM 11.
|
Executive Compensation
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Number of Securities to be
Issued upon Exercise of Outstanding Options, Warrants and Rights (a) |
|
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights (b) |
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) |
||||
Plan Category
|
|
|
|||||||
Equity compensation plans approved by security holders
|
10,453,398
|
|
|
$
|
35.97
|
|
|
8,698,999
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
10,453,398
|
|
|
$
|
35.97
|
|
|
8,698,999
|
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
ITEM 14.
|
Principal Accounting Fees and Services
|
ITEM 15.
|
Exhibits, Consolidated Financial Statement Schedules
|
1.
|
Consolidated Financial Statements
|
2.
|
Consolidated Financial Statement Schedules
|
Description
|
Beginning
Balance |
|
Additions Charged to Costs and Expenses
|
|
Additions
Charged to Other Accounts (1) |
|
Deductions
|
|
Ending
Balance |
|||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2019
|
$
|
98.2
|
|
|
14.2
|
|
|
—
|
|
|
(39.6
|
)
|
|
$
|
72.8
|
|
Year ended December 31, 2018
|
$
|
75.3
|
|
|
32.3
|
|
|
0.2
|
|
|
(9.6
|
)
|
|
$
|
98.2
|
|
Year ended December 31, 2017
|
$
|
59.0
|
|
|
16.8
|
|
|
6.0
|
|
|
(6.5
|
)
|
|
$
|
75.3
|
|
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2019
|
$
|
806.0
|
|
|
36.8
|
|
|
—
|
|
|
(239.3
|
)
|
|
$
|
603.5
|
|
Year ended December 31, 2018
|
$
|
662.8
|
|
|
203.8
|
|
|
—
|
|
|
(60.6
|
)
|
|
$
|
806.0
|
|
Year ended December 31, 2017
|
$
|
460.7
|
|
|
194.1
|
|
|
18.9
|
|
|
(10.9
|
)
|
|
$
|
662.8
|
|
3.
|
Exhibits
|
|
Amended and Restated Business Transfer Agreement and Plan of Merger, dated November 4, 2014, between and among Abbott Laboratories, Mylan Inc., New Moon B.V. and Moon of PA Inc., filed as Annex A to the Registration Statement on Form S-4 filed with the SEC on November 5, 2014, as amended on December 9 and December 23, 2014, and incorporated herein by reference.^
|
|
|
Irrevocable Undertaking, dated February 10, 2016, between Mylan N.V. and Stena Sessan Rederi AB, filed as Exhibit 2.1 to the Report on Form 8-K filed with the SEC on February 17, 2016, and incorporated herein by reference.
|
|
|
Irrevocable Undertaking, dated February 10, 2016, between Mylan N.V. and Fidim S.r.l., filed as Exhibit 2.2 to the Report on Form 8-K filed with the SEC on February 17, 2016, and incorporated herein by reference.
|
|
|
Shareholder Agreement, dated February 10, 2016, between Mylan N.V. and Stena Sessan Rederi AB, filed as Exhibit 2.3 to the Report on Form 8-K filed with the SEC on February 17, 2016, and incorporated herein by reference.^
|
|
|
Shareholder Agreement, dated February 10, 2016, between Mylan N.V. and Fidim S.r.l., filed as Exhibit 2.4 to the Report on Form 8-K filed with the SEC on February 17, 2016, and incorporated herein by reference.^
|
|
|
Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V. and Mylan II B.V., filed as Exhibit 2.1 to the Report on Form 8-K filed with the SEC on July 29, 2019, and incorporated herein by reference.^
|
|
|
Separation and Distribution Agreement, dated as of July 29, 2019, by and among Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.2 to the Report on Form 8-K filed with the SEC on July 29, 2019, and incorporated herein by reference.^
|
|
|
Amended and Restated Articles of Association of Mylan N.V., filed as Exhibit 3.1 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
Indenture, dated December 21, 2012, between and among Mylan Inc., as issuer, the guarantors named therein, and The Bank of New York Mellon, as trustee, filed by Mylan Inc. as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 24, 2012, and incorporated herein by reference.
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First Supplemental Indenture, dated February 27, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as guarantor, and The Bank of New York Mellon, as trustee, to the Indenture, dated December 21, 2012, filed as Exhibit 4.4 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
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Second Supplemental Indenture, dated March 12, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as parent, and The Bank of New York Mellon, as trustee, to the Indenture, dated December 21, 2012, filed as Exhibit 4.3(b) to Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference.
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Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed by Mylan Inc. as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on November 29, 2013, and incorporated herein by reference.
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First Supplemental Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed by Mylan Inc. as Exhibit 4.2 to the Report on Form 8-K filed with the SEC on November 29, 2013, and incorporated herein by reference.
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Second Supplemental Indenture, dated February 27, 2015, among Mylan Inc., as issuer, Mylan N.V., as guarantor, and The Bank of New York Mellon, as trustee, to the Indenture, dated November 29, 2013, filed as Exhibit 4.6 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
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Third Supplemental Indenture, dated March 12, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as parent, and The Bank of New York Mellon, as trustee, to the Indenture, dated November 29, 2013, filed as Exhibit 4.5(b) to Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference.
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Indenture, dated as of December 9, 2015, among Mylan N.V., as issuer, Mylan Inc., as guarantor, and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 15, 2015, and incorporated herein by reference.
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Indenture, dated as of June 9, 2016, among Mylan N.V., as issuer, Mylan Inc., as guarantor, and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on June 15, 2016, and incorporated herein by reference.
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Indenture, dated November 22, 2016, among Mylan N.V., as issuer, Mylan, Inc., as guarantor and Citibank, N.A., London Branch, as trustee, filed as Exhibit 4.9 to Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference.
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Indenture, dated as of May 24, 2017, among Mylan N.V., as issuer, Mylan Inc., as guarantor, and Citibank, N.A., London Branch, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on May 31, 2017, and incorporated herein by reference.
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Indenture, dated as of April 9, 2018, among Mylan Inc., as issuer, Mylan N.V., as guarantor, and the Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on April 9, 2018, and incorporated herein by reference.
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Indenture, dated as of May 23, 2018, among Mylan Inc., as issuer, Mylan N.V., as guarantor, and Citibank, N.A., London Branch, as trustee, paying agent, transfer agent and registrar, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on May 23, 2018, and incorporated herein by reference.
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Description of Mylan N.V. Securities Registered Under Section 12 of the Exchange Act.
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Amended and Restated 2003 Long-Term Incentive Plan, filed as Appendix B to the Definitive Proxy Statement on Schedule 14A filed on May 25, 2016, and incorporated herein by reference.*
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Amendment to Amended and Restated 2003 Long-Term Incentive Plan, filed as Appendix B to the Definitive Proxy Statement on Schedule 14A filed on May 25, 2016, and incorporated herein by reference.*
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Amended and Restated Form of Stock Option Agreement under the 2003 Long-Term Incentive Plan for Robert J. Coury, Heather Bresch, and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.*
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Amended and Restated Form of Stock Option Agreement under the 2003 Long-Term Incentive Plan for awards granted following fiscal year 2012, filed by Mylan Inc. as Exhibit 10.4(i) to Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.*
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Form of Stock Option Agreement under the 2003 Long-Term Incentive Plan for Robert J. Coury, Heather Bresch, and Rajiv Malik for awards granted after February 27, 2015, filed as Exhibit 10.1(i) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Form of Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted after February 27, 2015, filed as Exhibit 10.1(j) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted after February 27, 2015, filed as Exhibit 10.1(k) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Form of Stock Option Agreement under the 2003 Long-Term Incentive Plan for awards granted after February 27, 2015, filed as Exhibit 10.1(l) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Form of Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for awards granted after February 27, 2015, filed as Exhibit 10.1(m) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for awards granted after February 27, 2015, filed as Exhibit 10.1(n) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Amendment to Amended and Restated 2003 Long-Term Incentive Plan, adopted as of February 23, 2017, filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference.*
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Form of Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted on or after February 23, 2017, filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted on or after February 23, 2017, filed as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted on or after February 21, 2018, filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2018, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for awards granted on or after February 21, 2018, filed as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2018, and incorporated herein by reference.*
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Form of Stock Option Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted on or after February 19, 2019, filed as Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2019, and incorporated herein by reference.*
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Form of Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted on or after February 19, 2019, filed as Exhibit 10.8 to Form 10-Q for the quarter ended March 31, 2019, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Rajiv Malik for awards granted on or after February 19, 2019, filed as Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2019, and incorporated herein by reference.*
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Mylan Inc. Severance Plan, as amended August 2009, filed by Mylan Inc. as Exhibit 10.6 to Form 10-Q for the quarter ended September 30, 2009, and incorporated herein by reference.*
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Amendment to Mylan Inc. Severance Plan, dated July 13, 2014, filed by Mylan Inc. as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2014, and incorporated herein by reference.*
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Mylan N.V. Severance Plan and Global Guidelines, filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.*
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Retirement Benefit Agreement, dated December 31, 2004, between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.7 to Form 10-Q for the quarter ended December 31, 2004, and incorporated herein by reference.*
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Amendment to Retirement Benefit Agreement, dated April 3, 2006, between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.11(b) to Form 10-K for the fiscal year ended March 31, 2006, and incorporated herein by reference.*
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Amendment to Retirement Benefit Agreement, dated December 22, 2008, between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.20(c) to Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.*
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Amendment to Retirement Benefit Agreement, dated March 3, 2010, by and between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on March 5, 2010, and incorporated herein by reference.*
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Amendment to Retirement Benefit Agreement, effective as of January 1, 2012, by and between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.6 to the Report on Form 8-K filed with the SEC on October 28, 2011, and incorporated herein by reference.*
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Amendment to Retirement Benefit Agreement, effective as of January 1, 2014, by and between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.2 to the Report on Form 8-K filed with the SEC on February 28, 2014, and incorporated herein by reference.*
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Retirement Benefit Agreement, dated August 31, 2009, by and between Mylan Inc. and Heather Bresch filed by Mylan Inc. as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2009, and incorporated herein by reference.*
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Retirement Benefit Agreement, dated August 31, 2009, by and between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2009, and incorporated herein by reference.*
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Form of Retirement Benefit Agreement Waiver Letter by and between Mylan Inc. and certain executive officers of Mylan Inc., filed by Mylan Inc. as Exhibit 10.58 to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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Transition and Succession Agreement, dated December 15, 2003, between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.19 to Form 10-Q for the quarter ended December 31, 2003, and incorporated herein by reference.*
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Amendment No. 1 to Transition and Succession Agreement, dated December 2, 2004, between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.1 to Form 10-Q for the quarter ended December 31, 2004, and incorporated herein by reference.*
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Amendment No. 2 to Transition and Succession Agreement, dated April 3, 2006, between Mylan Inc. and Robert J. Coury filed by Mylan Inc. as Exhibit 10.19(c) to Form 10-K for the fiscal year ended March 31, 2006, and incorporated herein by reference.*
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Amendment No. 3 to Transition and Succession Agreement, dated December 22, 2008, between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.25(d) to Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.*
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Amended and Restated Transition and Succession Agreement, dated December 31, 2007, between Mylan Inc. and Heather Bresch, filed by Mylan Inc. as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.*
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Amendment No. 1 to Transition and Succession Agreement, dated December 22, 2008, between Mylan Inc. and Heather Bresch, filed by Mylan Inc. as Exhibit 10.27(b) to Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.*
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Transition and Succession Agreement, dated January 31, 2007, between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.*
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Amendment No. 1 to Transition and Succession Agreement, dated December 22, 2008, between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.28(b) to Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.*
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Transition and Succession Agreement, dated February 25, 2008, by and between Mylan Inc. and Anthony Mauro, filed by Mylan Inc. as Exhibit 10.5(a) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.*
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Amendment No. 1 to Transition and Succession Agreement, dated December 15, 2008, by and between Mylan Inc. and Anthony Mauro, filed by Mylan Inc. as Exhibit 10.5(b) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.*
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Amendment No. 2 to Transition and Succession Agreement, dated October 15, 2009, by and between Mylan Inc. and Anthony Mauro, filed by Mylan Inc. as Exhibit 10.5(c) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.*
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Form of Transition and Succession Agreement Waiver Letter by and between Mylan Inc. and certain executive officers of Mylan Inc., filed by Mylan Inc. as Exhibit 10.57 to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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Transition and Succession Agreement, dated April 27, 2016 and effective June 6, 2016, between Mylan Inc. and Kenneth S. Parks, filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference.*
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Transition and Succession Agreement, dated March 24, 2017, between Mylan Inc. and Daniel M. Gallagher, filed as Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference. *
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Mylan 401(k) Restoration Plan, dated January 1, 2010, filed by Mylan Inc. as Exhibit 10.1 to the Report on Form 8-K filed by Mylan Inc. with the SEC on December 14, 2009, and incorporated herein by reference.*
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Amendment to Mylan 401(k) Restoration Plan, dated November 4, 2014, filed by Mylan Inc. as Exhibit 10.41(b) to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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Mylan Executive Income Deferral Plan, filed by Mylan Inc. as Exhibit 10.2 to the Report on Form 8-K filed with the SEC on December 14, 2009, and incorporated herein by reference.*
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Amendment to Mylan Executive Income Deferral Plan, dated November 4, 2014, filed by Mylan Inc. as Exhibit 10.42(b) to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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The Executive Nonqualified Excess Plan Adoption Agreement, effective as of December 28, 2007, between Mylan International Holdings, Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.27(b) to Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.*
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The Executive Nonqualified Excess Plan, effective as of December 28, 2007, between Mylan International Holdings, Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.57 to Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.*
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Third Amended and Restated Executive Employment Agreement, entered into on February 25, 2014, by and between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on February 28, 2014, and incorporated herein by reference.*
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Second Amended and Restated Executive Employment Agreement, entered into on February 25, 2014, by and between Mylan Inc. and Heather Bresch, filed by Mylan Inc. as Exhibit 10.3 to the Report on Form 8-K filed with the SEC on February 28, 2014, and incorporated herein by reference.*
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Extension No. 1, dated November 3, 2018 to the Second Amended and Restated Executive Employment Agreement, entered into on February 25, 2014, by and between Mylan Inc. and Heather Bresch, filed as Exhibit 10.19(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Third Amended and Restated Executive Employment Agreement, entered into on February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc. and Heather Bresch, filed as Exhibit 10.19(c) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Second Amended and Restated Executive Employment Agreement, entered into on February 25, 2014, by and between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.4 to the Report on Form 8-K filed with the SEC on February 28, 2014, and incorporated herein by reference.*
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Extension No. 1, dated November 3, 2018 to the Second Amended and Restated Executive Employment Agreement, entered into on February 25, 2014, by and between Mylan Inc. and Rajiv Malik, filed as Exhibit 10.20(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Third Amended and Restated Executive Employment Agreement, entered into on February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc. and Rajiv Malik, filed as Exhibit 10.20(c) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Amended and Restated Executive Employment Agreement, dated January 8, 2016 and effective January 1, 2016, by and between Mylan Inc. and Anthony Mauro, filed as Exhibit 10.16 to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*
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Executive Employment Agreement, dated as of February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc. and Anthony Mauro, filed as Exhibit 10.21(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Executive Employment Agreement, dated April 27, 2016 and effective June 6, 2016, between Mylan Inc. and Kenneth S. Parks, filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference.*
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Executive Employment Agreement, dated as of February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc. and Kenneth S. Parks, filed as Exhibit 10.22(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Executive Employment Agreement, dated March 24, 2017 and effective April 1, 2017, between Mylan Inc. and Daniel M. Gallagher, filed as Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference.*
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Consulting Agreement, entered into on February 25, 2019, by and between Mylan Inc. and Daniel M. Gallagher, filed as Exhibit 10.23(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*
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Letter Agreement, entered into on November 4, 2014, by and between Mylan Inc. and Robert J. Coury, filed by Mylan Inc. as Exhibit 10.59 to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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Letter Agreement, dated June 3, 2016, among Mylan N.V., Mylan Inc., and Robert J. Coury, filed as Exhibit 10.5 to Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference.*
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Form of Performance-Based Stock Appreciation Rights Award Agreement under the Mylan Inc. One-Time Special Five-Year Performance-Based Realizable Value Incentive Program, filed by Mylan Inc. as Exhibit 10.5 to the Report on Form 8-K filed with the SEC on February 28, 2014, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the Mylan Inc. One-Time Special Five-Year Performance-Based Realizable Value Incentive Program, filed by Mylan Inc. as Exhibit 10.6 to the Report on Form 8-K filed with the SEC on February 28, 2014, and incorporated herein by reference.*
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Form of One-Time Special Five-Year Performance-Based Realizable Value Incentive Program Waiver Letter with respect to Stock Appreciation Rights, by and between Mylan Inc. and certain executive officers of Mylan Inc., filed by Mylan Inc. as Exhibit 10.56(a) to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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Form of One-Time Special Five-Year Performance-Based Realizable Value Incentive Program Waiver Letter with respect to Performance Based Restricted Stock Units, by and between Mylan Inc. and certain employees of Mylan Inc., filed by Mylan Inc. as Exhibit 10.56(b) to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the One-Time Special Five-Year Performance-Based Realizable Value Incentive Program for Kenneth S. Parks, filed as Exhibit 10.66 to Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference.*
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Form of Performance-Based Restricted Stock Unit Award Agreement under the One-Time Special Five-Year Performance-Based Realizable Value Incentive Program for Daniel M. Gallagher, filed as Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference. *
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Form of Waiver Letter with respect to Specified Award Agreements by and between Mylan N.V. and Heather Bresch and Rajiv Malik, February 23, 2017, filed as Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference. *
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2007 Supplemental Health Insurance Plan for Certain Key Employees of Mylan Laboratories Inc., adopted as of January 29, 2007.*
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Amended and Restated Form of Indemnification Agreement between Mylan Inc. and each Director, filed by Mylan Inc. as Exhibit 10.38 to Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.*
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Form of Indemnification Agreement between Mylan N.V. and each Director, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.*
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Call Option Agreement between Mylan N.V. and Stichting Preferred Shares Mylan, dated April 3, 2015, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on April 3, 2015, and incorporated herein by reference.
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Revolving Credit Agreement, dated as of July 27, 2018, among Mylan Inc., as borrower, Mylan N.V., as a guarantor, the other guarantors party thereto, certain lenders and issuing banks and Bank of America, N.A., as administrative agent, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on July 30, 2018, and incorporated herein by reference.
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Amendment No. 1, dated February 22, 2019, to the Revolving Credit Agreement dated as of July 27, 2018, among Mylan Inc., as borrower, Mylan N.V., as a guarantor, the other guarantors party thereto, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.34(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.
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Term Credit Agreement, dated November 22, 2016, among Mylan N.V., Mylan Inc., as a guarantor, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, filed as Exhibit 10.63 to Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference.
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Amendment, dated as of November 3, 2017, to the Term Credit Agreement dated as of November 22, 2016, among Mylan N.V., certain affiliates and subsidiaries of Mylan N.V. from time to time party thereto as guarantors, each lender from time to time party thereto and Goldman Sachs Bank USA, as administrative agent, filed as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference.
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Amendment No. 2, dated as of February 22, 2019, to the Term Credit Agreement dated as of November 22, 2016, among the Company, certain affiliates and subsidiaries of the Company from time to time party thereto as guarantors, each lender from time to time party thereto and Goldman Sachs Bank USA, as administrative agent, filed as Exhibit 10.35(c) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.
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Form of Dealer Agreement among Mylan N.V., Mylan Inc. and the Dealer thereto, filed as Exhibit 10.2 to the Report on Form 8-K filed with the SEC on July 30, 2018, and incorporated herein by reference.
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Settlement Agreement with the U.S. Department of Justice and two relators finalizing the Medicaid drug rebate settlement, dated August 16, 2017, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on August 21, 2017, and incorporated herein by reference.
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Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Mylan Inc. and Mylan Specialty L.P., dated August 16, 2017, filed as Exhibit 10.2 to the Report on Form 8-K filed with the SEC on August 21, 2017, and incorporated herein by reference.
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Registration Rights Agreement, dated as of April 9, 2018, among Mylan Inc., Mylan N.V., as guarantor, and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the initial purchasers of the Notes, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on April 9, 2018, and incorporated herein by reference.
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Subsidiaries of the registrant.
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Consent of Independent Registered Public Accounting Firm.
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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Inline XBRL Instance Document
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101.SCH
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Inline XBRL Taxonomy Extension Schema
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase
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101.DEF
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|
Inline XBRL Taxonomy Extension Definition Linkbase
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104
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Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).
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*
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Denotes management contract or compensatory plan or arrangement.
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^
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Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Mylan agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
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Mylan N.V.
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by
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/s/ HEATHER BRESCH
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Heather Bresch
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Chief Executive Officer
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Signature
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Title
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/s/ HEATHER BRESCH
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Chief Executive Officer and Director
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Heather Bresch
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(Principal Executive Officer)
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/s/ KENNETH S. PARKS
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Chief Financial Officer
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Kenneth S. Parks
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(Principal Financial Officer)
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/s/ PAUL B. CAMPBELL
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Senior Vice President and Chief Accounting Officer
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Paul B. Campbell
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(Principal Accounting Officer)
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/s/ ROBERT J. COURY
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Chairman and Director
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Robert J. Coury
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/s/ ROBERT J. CINDRICH
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Director
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Robert J. Cindrich
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/s/ JOELLEN LYONS DILLON
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Director
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JoEllen Lyons Dillon
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/s/ NEIL DIMICK
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Director
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Neil Dimick
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/s/ MELINA HIGGINS
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Director
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Melina Higgins
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/s/ HARRY A. KORMAN
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Director
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Harry A. Korman
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/s/ RAJIV MALIK
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President and Director
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Rajiv Malik
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/s/ RICHARD MARK
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Director
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Richard Mark
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/s/ MARK W. PARRISH
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Director
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Mark W. Parrish
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/s/ RANDALL L. VANDERVEEN, PH.D.
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Director
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Randall L. Vanderveen, Ph.D.
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/s/ PAULINE VAN DER MEER MOHR
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Director
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Pauline van der Meer Mohr
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/s/ SJOERD S. VOLLEBREGT
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Director
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Sjoerd S. Vollebregt
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•
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First, if our preferred shares are outstanding, a dividend is distributed to our preferred shares in accordance with our Articles;
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•
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Second, our Board will determine which part of our profits remaining after such distribution on our preferred shares, if applicable, will be reserved; and
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•
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Third, to the extent not distributed as a dividend in respect of our preferred shares and/or reserved as described above, the profits will be available for distribution to holders of our ordinary shares, provided that any such distribution must be authorized by our Board.
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•
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a resolution to reduce the issued share capital;
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•
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a resolution to restrict or exclude rights of pre-emption;
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•
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a resolution to designate our Board as authorized to restrict or exclude rights of pre-emption; or
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•
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a resolution to enter into a legal merger or a legal demerger (subject to certain limited exceptions).
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•
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we have issued a call option to subscribe for our preferred shares to the Foundation that, if exercised, could discourage, prevent or delay a potential takeover or allow us to further discuss with a potential acquiror its future plans for us as well as to search for strategic alternatives;
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•
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requirements that certain matters, including the amendment of our Articles (see “—Approval of Certain Transactions” below), may only be brought to the General Meeting for a vote upon a proposal by our Board; and
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•
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the appointment of our directors is subject to a binding nomination by our Board.
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Name
|
State or Country of Organization
|
Agila Australasia Pty Ltd
|
Australia
|
Alphapharm Pty. Ltd.
|
Australia
|
Mylan Australia Holding Pty Ltd
|
Australia
|
Mylan Australia Pty Limited
|
Australia
|
Mylan Health Pty. Ltd.
|
Australia
|
Arcana Arzneimittel GmbH
|
Australia
|
MEDA Pharma GmbH
|
Austria
|
Mylan Österreich GmbH
|
Austria
|
Meda Pharma S.A.
|
Belgium
|
Mylan BVBA
|
Belgium
|
Mylan EPD BVBA
|
Belgium
|
Mylan Bermuda Ltd.
|
Bermuda
|
Mylan d.o.o.
|
Bosnia and Herzegovina
|
Mylan Brasil Distribuidora de Medicamentos Ltda
|
Brazil
|
Mylan Laboratórios Ltda
|
Brazil
|
Mylan EOOD
|
Bulgaria
|
BGP Pharma ULC
|
Canada
|
Meda Pharmaceuticals Ltd
|
Canada
|
Mylan Pharmaceuticals ULC
|
Canada
|
Medicine Meda Pharmaceutical Information Consultancy (Beijing) Co., Ltd.
|
China
|
Mylan Pharmaceutical Science and Technology (Shanghai) Co., Ltd.
|
China
|
Mylan Hrvatska d.o.o.
|
Croatia
|
Onco Laboratories Limited
|
Cyprus
|
Meda Pharma s.r.o.
|
Czech Republic
|
Mylan Healthcare CZ s.r.o.
|
Czech Republic
|
Mylan Pharmaceuticals s.r.o.
|
Czech Republic
|
Acton Pharmaceuticals Inc.
|
Delaware
|
Alaven Pharmaceutical LLC
|
Delaware
|
ALVP Holdings, LLC
|
Delaware
|
Delcor Asset Corporation
|
Delaware
|
Denco Asset, LLC
|
Delaware
|
Deogun Manufacturing, LLC
|
Delaware
|
Dey Limited Partner LLC
|
Delaware
|
Dey, Inc.
|
Delaware
|
EMD, Inc.
|
Delaware
|
Ezio Pharma, Inc.
|
Delaware
|
Franklin Pharmaceutical LLC
|
Delaware
|
Madaus Inc.
|
Delaware
|
Marquis Industrial Company, LLC
|
Delaware
|
Meda Pharmaceuticals Inc.
|
Delaware
|
Mylan API Inc.
|
Delaware
|
Mylan API US LLC
|
Delaware
|
Mylan Consumer Healthcare, Inc.
|
Delaware
|
Mylan D.T. (U.S.) Holdings, Inc.
|
Delaware
|
Mylan D.T. DPT Partner Sub, LLC
|
Delaware
|
Mylan D.T., Inc.
|
Delaware
|
Mylan Holdings Inc.
|
Delaware
|
Mylan Institutional LLC
|
Delaware
|
Mylan Investment Holdings 4 LLC
|
Delaware
|
Mylan Investment Holdings 5 LLC
|
Delaware
|
Mylan Investment Holdings 6 LLC
|
Delaware
|
Mylan LLC
|
Delaware
|
Mylan Securitization LLC
|
Delaware
|
Mylan Special Investments LLC
|
Delaware
|
Mylan Special Investments II, LLC
|
Delaware
|
Mylan Special Investments III, LLC
|
Delaware
|
Mylan Special Investments IV, LLC
|
Delaware
|
Mylan Special Investments V, LLC
|
Delaware
|
Mylan Special Investments VI, LLC
|
Delaware
|
Mylan Specialty L.P.
|
Delaware
|
Nimes Inc.
|
Delaware
|
Powder Street, LLC
|
Delaware
|
Prestium Pharma, Inc.
|
Delaware
|
Somerset Pharmaceuticals, Inc.
|
Delaware
|
Wallace Pharmaceuticals Inc.
|
Delaware
|
Meda A/S
|
Denmark
|
Mylan ApS
|
Denmark
|
Mylan Denmark ApS
|
Denmark
|
Agila Specialties Investments Limited
|
England & Wales
|
Generics [U.K.] Limited
|
England & Wales
|
Mylan Holdings Acquisition Limited
|
England & Wales
|
Mylan Holdings Acquisition 2 Limited
|
England & Wales
|
Mylan Holdings Ltd.
|
England & Wales
|
Mylan Pharma UK Limited
|
England & Wales
|
Mylan Products Limited
|
England & Wales
|
Mylan UK Healthcare Limited
|
England & Wales
|
Meda Oy
|
Finland
|
Mylan Finland Oy
|
Finland
|
Mylan Oy
|
Finland
|
Laboratoires Madaus S.A.S.
|
France
|
Meda Holding S.A.S.
|
France
|
Meda Manufacturing S.A.S.
|
France
|
Meda Pharma S.A.S.
|
France
|
Mylan EMEA S.A.S.
|
France
|
Mylan Generics France Holding S.A.S.
|
France
|
Mylan Laboratories S.A.S.
|
France
|
Mylan Medical S.A.S.
|
France
|
Mylan S.A.S.
|
France
|
Rottapharm S.A.S.
|
France
|
Erste Madaus Beteiligungs GmbH
|
Germany
|
Madaus GmbH
|
Germany
|
Meda Germany Beteiligungs GmbH
|
Germany
|
Meda Germany Holding GmbH
|
Germany
|
Meda Manufacturing GmbH
|
Germany
|
Meda Pharma GmbH & Co. KG
|
Germany
|
MWB Pharma GmbH
|
Germany
|
Mylan Germany GmbH
|
Germany
|
Mylan dura GmbH
|
Germany
|
Mylan Healthcare GmbH
|
Germany
|
Pharmazeutische Union GmbH
|
Germany
|
PharmLog Pharma Logistik GmbH
|
Germany
|
Rottapharm Madaus GmbH
|
Germany
|
Viatris GmbH
|
Germany
|
Zweite Madaus Beteiligungs GmbH
|
Germany
|
Mylan (Gibraltar) 4 Limited
|
Gibraltar
|
Mylan (Gibraltar) 5 Limited
|
Gibraltar
|
Mylan (Gibraltar) 6 Limited
|
Gibraltar
|
Mylan (Gibraltar) 7 Limited
|
Gibraltar
|
Mylan (Gibraltar) 8 Limited
|
Gibraltar
|
Mylan (Gibraltar) 9 Limited
|
Gibraltar
|
BGP Pharmaceutical Products Ltd.
|
Greece
|
Generics Pharma Hellas Ltd.
|
Greece
|
Meda Pharmaceuticals S.A.
|
Greece
|
Mylan Pharmaceutical Hong Kong Limited
|
Hong Kong
|
Meda Pharma Hungary Kereskedelmi Kft.
|
Hungary
|
Mylan EPD Kft.
|
Hungary
|
Mylan Hungary Kft.
|
Hungary
|
Mylan Kft.
|
Hungary
|
Mylan Institutional Inc.
|
Illinois
|
Mylan Laboratories India Private Limited
|
India
|
Mylan Laboratories Limited
|
India
|
Mylan Pharmaceuticals Private Limited
|
India
|
BGP Products Limited
|
Ireland
|
McDermott Laboratories Limited
|
Ireland
|
Meda Health Sales Ireland Limited
|
Ireland
|
Mylan Investments Limited
|
Ireland
|
Mylan IRE Healthcare Limited
|
Ireland
|
Mylan Ireland Holdings Limited
|
Ireland
|
Mylan Ireland Investment Designated Activity Company
|
Ireland
|
Mylan Ireland Limited
|
Ireland
|
Mylan Pharma Acquisition Limited
|
Ireland
|
Mylan Pharma Group Limited
|
Ireland
|
Mylan Pharma Holdings Limited
|
Ireland
|
Mylan Teoranta
|
Ireland
|
Rottapharm Limited
|
Ireland
|
Dermogroup S.r.l.
|
Italy
|
Mylan Italia S.r.l.
|
Italy
|
Meda Pharma S.p.A.
|
Italy
|
Mylan S.p.A.
|
Italy
|
Rottapharm S.p.A.
|
Italy
|
Mylan EPD G.K.
|
Japan
|
Mylan Seiyaku Ltd.
|
Japan
|
SIA “Meda Pharma”
|
Latvia
|
SIA “Mylan Healthcare”
|
Latvia
|
BGP Products UAB
|
Lithuania
|
BGP Products S.à.r.l.
|
Luxembourg
|
Integral S.A.
|
Luxembourg
|
Meda Pharma S.à r.l.
|
Luxembourg
|
Mylan Luxembourg 1 S.à r.l.
|
Luxembourg
|
Mylan Luxembourg 2 S.à r.l.
|
Luxembourg
|
Mylan Luxembourg 3 S.à r.l.
|
Luxembourg
|
Mylan Luxembourg 6 S.à r.l.
|
Luxembourg
|
Mylan Luxembourg 7 S.à r.l.
|
Luxembourg
|
Mylan Luxembourg 9 S.à r.l.
|
Luxembourg
|
Mylan Luxembourg S.à r.l.
|
Luxembourg
|
SIM S.A.
|
Luxembourg
|
Mylan Healthcare Sdn. Bhd.
|
Malaysia
|
Mylan Malaysia SDN. BHD.
|
Malaysia
|
MP Laboratories (Mauritius) Ltd.
|
Mauritius
|
Meda Phama, S. de R.L. de C.V.
|
Mexico
|
Meda Pharma Servicios, S. de R.L. de C.V.
|
Mexico
|
Mylan Pharmaceuticals S.A.S.
|
Morocco
|
Meda Pharma B.V.
|
Netherlands
|
Mylan B.V.
|
Netherlands
|
Mylan Group B.V.
|
Netherlands
|
Mylan Healthcare B.V.
|
Netherlands
|
Mylan I B.V.
|
Netherlands
|
Mylan II B.V.
|
Netherlands
|
Agila Specialties Inc.
|
New Jersey
|
BGP Products
|
New Zealand
|
Mylan New Zealand Limited
|
New Zealand
|
Mylan Health Management LLC
|
North Carolina
|
Meda AS
|
Norway
|
Mylan Healthcare Norge AS
|
Norway
|
Mylan Hospital AS
|
Norway
|
ZpearPoint AS
|
Norway
|
MLRE LLC
|
Pennsylvania
|
Mylan Holdings Sub Inc.
|
Pennsylvania
|
Mylan Inc.
|
Pennsylvania
|
Synerx Pharma, LLC
|
Pennsylvania
|
Mylan Philippines Inc.
|
Philippines
|
Mylan EPD Sp. Z o.o.
|
Poland
|
Mylan Healthcare S.p. Z o.o.
|
Poland
|
Mylan Pharmaceuticals Sp. Z o.o.
|
Poland
|
BGP Products, Unipessoal, LDA
|
Portugal
|
Laboratorios Anova - Produtos Farmaceuticos, LDA
|
Portugal
|
Laboratorios Delta, S.A.
|
Portugal
|
Meda Pharma - Produtos Farmaceuticos, S.A.
|
Portugal
|
Mylan EPD Lda.
|
Portugal
|
Mylan, Lda
|
Portugal
|
BGP Products S.r.l.
|
Romania
|
Mylan Pharma LLC
|
Russian Federation
|
Mylan Pharmaceuticals Pte. Ltd.
|
Singapore
|
BGP Products s.r.o.
|
Slovakia
|
Meda Pharma spol. s.r.o.
|
Slovakia
|
Mylan s.r.o.
|
Slovakia
|
Mylan Healthcare, farmacevtsko podjetje, d.o.o.
|
Slovenia
|
MYLAN, farmacevtska druzba, d.o.o.
|
Slovenia
|
Meda Pharma South Africa (Pty) Limited
|
South Africa
|
Mylan (Proprietary) Limited
|
South Africa
|
Mylan Pharmaceuticals (Pty) Ltd.
|
South Africa
|
SCP Pharmaceuticals (Proprietary) Limited
|
South Africa
|
Xixia Pharmaceuticals (Proprietary) Limited
|
South Africa
|
Fundacion Mylan para la Salud
|
Spain
|
Meda Pharma, S.L.
|
Spain
|
Mylan Pharmaceuticals S.L.U.
|
Spain
|
Abbex AB
|
Sweden
|
Antula Holding AB
|
Sweden
|
BGP Products AB
|
Sweden
|
Ellem Lakemedel AB
|
Sweden
|
Ipex AB
|
Sweden
|
Ipex Medical AB
|
Sweden
|
Meda AB
|
Sweden
|
Meda OTC AB
|
Sweden
|
Mylan AB
|
Sweden
|
Mylan Sweden Holdings AB
|
Sweden
|
Recip AB
|
Sweden
|
Recip Lakemedel AB
|
Sweden
|
Safe Breath International AB
|
Sweden
|
Scandinavian Pharmaceuticals-Generics AB
|
Sweden
|
Scand Pharm Marketing AB
|
Sweden
|
Mylan Pharma GmbH
|
Switzerland
|
BGP Products Operations GmbH
|
Switzerland
|
BGP Products Switzerland GmbH
|
Switzerland
|
Meda Pharma GmbH
|
Switzerland
|
Meda Pharmaceuticals Switzerland GmbH
|
Switzerland
|
Mylan GmbH
|
Switzerland
|
Mylan Holdings GmbH
|
Switzerland
|
Mylan (Taiwan) Limited
|
Taiwan Province of China
|
DPT Laboratories, Ltd.
|
Texas
|
Mylan Bertek Pharmaceuticals Inc.
|
Texas
|
Meda Pharma (Thailand) Co., Ltd.
|
Thailand
|
Meda Pharma Ilaç Sanayi ve Ticaret Limited Sirketi
|
Turkey
|
Meda Pharmaceuticals MEA FZ-LLC
|
United Arab Emirates
|
Mylan FZ-LLC
|
United Arab Emirates
|
American Triumvirate Insurance Company
|
Vermont
|
Mylan International Holdings, Inc.
|
Vermont
|
MP AIR, Inc.
|
West Virginia
|
Mylan Pharmaceuticals Inc.
|
West Virginia
|
Mylan Technologies, Inc.
|
West Virginia
|
Mylan ASI LLC
|
Wyoming
|
|
/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)
|