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 2017 Annual
Meeting June 2017
Investor Outreach |
 2 © Mylan N.V. 2017 Forward-Looking Statements This presentation contains “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the acquisition of Meda AB (publ.) (“Meda”) by Mylan (the “Meda
Transaction”), Mylan’s acquisition (the “EPD Transaction”) of Mylan Inc. and Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business (the “EPD Business”), the potential benefits and synergies
of the EPD Transaction and the Meda Transaction, future opportunities for Mylan and products, and any other statements regarding Mylan’s future operations, anticipated business levels, future earnings, planned activities,
anticipated growth, market opportunities, strategies, competition, and
other expectations and targets for future periods. These may often be identified by the
use of words such as “will,” “may,” “could,” “should,” “would,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,”
“forecast,” “potential,” “intend,”
“continue,” “target” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ
materially from those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to: the ability to meet expectations regarding the accounting and tax treatments of the EPD Transaction and the Meda Transaction; 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; actions and decisions of healthcare and pharmaceutical regulators; the integration of the EPD Business and Meda being more difficult, time-consuming, or costly than
expected; operating costs, customer loss, and business disruption (including, without
limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following the EPD Transaction and the Meda Transaction; the retention of certain key employees of the EPD Business and Meda being difficult; the
possibility that Mylan may be unable to achieve expected synergies and
operating efficiencies in connection with the EPD Transaction, the Meda Transaction, and the December 2016 announced restructuring program in certain locations, within the expected time-frames or at all and
to successfully integrate the EPD Business and Meda; with respect to a settlement with
the U.S. Department of Justice and other government agencies related to the classification of the EpiPen® Auto-Injector and EpiPen Jr® Auto-Injector (collectively, "EpiPen® Auto- Injector") for purposes of the Medicaid Drug Rebate Program, the
inability or unwillingness on the part of any of the parties to finalize the settlement, any legal or regulatory challenges to the settlement, and any failure by third parties to comply with their contractual obligations; expected or targeted
future financial and operating performance and results; the capacity to bring new products to market, including but not limited to where Mylan 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”); any regulatory, legal, or other impediments to Mylan’s ability to bring new products, including but not limited to generic Advair, to market; success of clinical trials and Mylan’s ability to execute on new product opportunities, including but not
limited to generic Advair; any changes in or difficulties with our inventory of, and our ability to manufacture and distribute, the EpiPen® Auto-Injector to meet anticipated demand; the potential impact of any change in
patient access to the EpiPen® Auto-Injector and the introduction of a generic version of the EpiPen® Auto-Injector; the scope, timing, and outcome of any ongoing legal proceedings, including government investigations,
and the impact of any such proceedings on financial condition, results of
operations, and/or cash flows; 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; changes in third-party relationships; the impact of competition; changes in the economic and
financial conditions of the businesses of Mylan; the inherent challenges,
risks, and costs in identifying, acquiring, and integrating complementary or strategic
acquisitions of other companies, products, or assets and in achieving anticipated synergies; uncertainties and matters beyond the control of management; 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
accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and related standards or on an adjusted basis. For more detailed information on the risks and uncertainties associated with Mylan’s business activities, see the risks described in Mylan’s Annual Report on Form 10-K for the year ended December 31, 2016, as
amended, and our other filings with the Securities and Exchange Commission
(the “SEC”). You can access Mylan’s filings with the SEC through the SEC
website at www.sec.gov, and Mylan strongly encourages you to do so. Mylan undertakes no obligation to update any statements herein for revisions or changes after the date of this presentation. |
 3 © Mylan N.V. 2017 Non-GAAP Financial Measures This presentation includes the presentation and discussion of certain financial information that differs from what is reported under U.S. GAAP.
These non-GAAP financial measures, including, but not limited to,
adjusted diluted earnings per share (“adjusted EPS”), adjusted free cash flow,
and return on invested capital (“ROIC”) are presented in order to supplement investors’ and other readers’ understanding and assessment of the financial performance of Mylan N.V. (“Mylan” or the “Company”). Management uses these measures internally
for forecasting, budgeting, measuring its operating performance, and incentive-based awards. In addition, primarily due to acquisitions, Mylan believes that an evaluation of its ongoing operations (and comparisons
of its current operations with historical and future operations) would be difficult if
the disclosure of its financial results were limited to financial
measures prepared only in accordance with U.S. GAAP. We believe that
non-GAAP financial measures are useful supplemental information for our investors and when considered together with our U.S. GAAP financial measures and the reconciliation to the most directly comparable U.S. GAAP financial
measure, provide a more complete understanding of the factors and trends
affecting our operations. The financial performance of the Company is measured by senior management, in part, using the adjusted metrics included herein, along with other performance metrics.
Management’s annual incentive compensation is derived, in part, based on the
adjusted EPS metric and the adjusted free cash flow metric. In the
Appendix, Mylan has provided reconciliations of such non-GAAP
financial measures to the most directly comparable U.S. GAAP financial measures.
Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non- GAAP measures to their most directly comparable U.S. GAAP measures set forth in the Appendix, and investors and other readers
should consider non-GAAP measures only as supplements to, not as substitutes
for or as superior measures to, the measures of financial performance
prepared in accordance with U.S. GAAP. |
 4 © Mylan N.V. 2017 Executive Summary Mylan is committed to setting new standards in healthcare; we have created sustained long-term shareholder value while also acting in the interests of the broader stakeholder community (see slides 5-6) The Board has invested significant time and effort into developing and fostering a leadership structure that is appropriate for Mylan and believes that the strong and stable leadership of the Company has been critical in the long-term growth and development of
Mylan into a global leader in its industry. The Board provides independent oversight over Company management, and is comprised of highly experienced directors with a variety of skills and relevant industry knowledge (see slides 7-8)
Mylan has one of the most unique, stable and longest
tenured leadership teams in our industry; this has allowed Mylan to focus on execution even during periods of potential disruption caused by forces outside our control (see slide 14)
Robert Coury transitioned to non-executive Chairman in June of 2016, and has been in that role for almost a year, focusing on the overall strategic leadership of the Company (see slide
14) We have refined our compensation program to rely on a simplified mix of base salary, and annual and long-term incentive
awards over the next few years; our incentive plans, based on
rigorously determined targets, are aligned with long-term strategy serving
shareholder
and other stakeholder interests (see slides 10-13) A substantial amount of Mr. Coury’s disclosed compensation reflects
compensation that vested prior to 2016, has been previously
disclosed, and which was paid as a result of cessation of employment; in addition, a
substantial amount of disclosed compensation that was awarded in 2016 is
for service over the next 5 years as non-executive chairman
(see slides 17-19) EpiPen
helped start a broader conversation in late Summer 2016 about drug pricing that we welcome.
In the meantime, we took immediate and unprecedented action to ensure everyone who needs an EpiPen ® Auto-Injector gets one (see slide 21) |
 5 © Mylan N.V. 2017 Mylan Overview #6 overall Prescription volume >165 countries and
territories We are committed to
setting new standards in healthcare. Together, we are working around the world to provide 7 billion people access to high-quality medicine. Global Footprint #2 in U.S.
Prescription volume N. America | 51% (2016 ) #1 in France Prescription volume #2 in Italy
Prescription + OTC volume
Europe | 27% #2 in Australia
Prescription volume
#4 and #8 in Japan
Gx value/volume Rest of World | Unique & Differentiated Profile Source: IMS MIDAS data for the 12 months ended 9/2016 1 2016 FY results 2 As a percentage of 2016 total net third party sales >165 COUNTRIES AND TERRITORIES ~68B DOSES SOLD ~$11B TOTAL REVENUE >7,500 MARKETED PRODUCTS >4,200 ACTIVE PATENTS >35,000 GLOBAL WORKFORCE 1 2 (2016 ) 2 (2016 ) 2 22% |
 6 © Mylan N.V. 2017 A Global Company Working for All Stakeholders Shareholders Absolute stock price appreciation of 78%, 93%, and 140% over 5, 10 and 15 years, respectively Patients & Customers Savings for U.S. healthcare system of an estimated $180 billion over last ten years Employees Global workforce of more than 35,000 Communities Supplying antiretroviral therapies to ~50% of people being treated for HIV/AIDS in the developing world Mylan has been successful at creating sustained long-term shareholder value while also acting in the interests of shareholders, employees, customers, patients, our communities, and our other stakeholders in pursuit of the Company’s mission
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 7 © Mylan N.V. 2017 Qualified, Experienced & Engaged Board of Directors Proposed 2017 Nominees Heather Bresch Director Since 2011 • CEO, Mylan • EVP, Chief Legal Officer and Corporate Secretary, The ExOne Company JoEllen Lyons Dillon Director Since 2014 • CEO, TridentUSA Health Services Mark Parrish Compliance Committee (C) Director Since 2009 • Director and Co-owner, Cam Land LLC Wendy Cameron Compensation Committee (C) Director Since 2002 • Retired EVP and CFO, Amerisource- Bergen Corporation Neil Dimick Audit Committee (C) Director Since 2005 • Professor of Pharmaceutical Policy and Economics, USC Randall Vanderveen, Ph.D.,R.Ph Director Since 2002 • President, Cindrich Consulting Robert Cindrich Director Since 2011 • Retired Partner and Managing Director, Goldman Sachs Melina Higgins Finance Committee (C) Director Since 2013 • Chairman of Heijmans and Airbus Defence & Space Netherlands Sjoerd S. Vollebregt 2017 Nominee • Chairman, Mylan Robert Coury Executive Committee (C) Director Since 2002 • President, Mylan Rajiv Malik Director Since 2013 Mylan is committed to maintaining a skilled and engaged Board, with a blend of
newer and more seasoned
directors bringing valuable
perspectives to our boardroom |
 8 © Mylan N.V. 2017 Board Independence & Diversity Proposed 2017 Nominees The Board is comprised of highly experienced individuals with a variety of skills and industry knowledge in healthcare,
international markets, strategy, and finance, providing independent oversight over Company management Committee structure organized around key strategic areas to efficiently address challenges and continue our growth Audit Compliance Compensation Executive Governance and Nominating Finance Science and Technology Commitment to Diversity Balanced Tenure 3 4 4 13+ years 6-12 years 5 years 11 7 2 8 8 4 5 Strategy and M&A Public Company Management Experience Legal International Healthcare Finance CEO Experience Board Skills and Experience (number of directors) |
 9 © Mylan N.V. 2017 Board’s Commitment to Strong Governance Practices Corporate Governance Executive Compensation Robust shareholder engagement program Strong Lead Independent Director role Highly independent and qualified Board Diverse directors with relevant experience Annually elected directors Director stock ownership requirements Full Board oversees overall risk management strategy Shareholder right to request the Board to call an extraordinary general meeting (10% threshold, 3% threshold for shareholders to add agenda items) Compensation heavily performance-based Performance metrics directly aligned to strategy Double-trigger vesting for annual equity awards Robust executive stock ownership requirements Robust clawback policy Anti-hedging and pledging policy No positive discretion in determining annual incentive payouts No re-pricing of options No new 280G tax gross-ups |
 10 © Mylan N.V. 2017 Board Continues to Refine Our Compensation Approach Mylan has never been content to remain static – over the last several years, we have undertaken a robust shareholder engagement program to discuss matters of importance to Mylan and our shareholders in
a variety of areas, including matters related to our compensation
programs •
Further promotes the goal of ensuring stable leadership and executive
retention •
Ms. Bresch and Mr. Malik have voluntarily waived their right to this provision for
previously granted RSUs and PRSUs
• Removed automatic accelerated vesting
of stock option, RSU, and PRSU awards for eligible executives upon an individual satisfying retirement-eligibility criteria (55 years of age with 10+ years of service) Changes Made to Compensation Program Impact • Intention to rely on a simplified mix of base salary, annual cash-based incentive awards, and long-term incentive awards over the next few years • Reduced expatriate benefits payable
to our President, Mr. Malik
• Increased transparency on our pay
philosophy and efforts to more closely align pay with
performance •
Historically-important but complex components have been phased out
• New NEOs do not receive Retirement Benefit Agreements • Pursuant to Mr. Malik’s expatriate assignment to the U.S. from India, Mr. Malik was responsible for taxes equal to
those he would have been obligated to pay if he maintained his principal work location
and residence in India, while Mylan was responsible for all additional
taxes •
Beginning in 2016, Mr. Malik no longer receives a tax equalization benefit for
long-term incentive awards •
Additional clarity for shareholders on the items we believe best incentivize and help
retain critical senior leaders •
Additional line-of-sight on how we compensate management on a long-term
basis for outstanding relative performance
• Mr. Coury will continue to provide the overall strategic leadership of the Company
• 80% of the compensation Mr. Coury will receive as non-executive Chairman is in the form of shareholder- aligned RSUs that vest over five years, promoting his continued strategic leadership
• In connection with Mr. Coury’s transition to non-executive Chairman, his total annualized
compensation package is lower than previous levels
• Introduced a U.S. GAAP revenue metric
for 2017 annual incentive compensation • Incentivizes management to focus on top-line growth, essential to Mylan’s ongoing value creation and consistent
with our long-term growth strategy
• Affirms Mylan’s commitment to maintaining a tight link between compensation and objective performance results
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 11 © Mylan N.V. 2017 Simplified Program, Designed to Pay for Performance Our executive compensation program for 2016 reflects a simplified program, with a streamlined pay
mix consisting primarily of salary, annual cash incentives, and
long-term equity incentives Base Salary
Pay Element Annual Incentive Compensation Cash Form N/A 2016 Metrics Cash Adjusted EPS 1 Global Regulatory Submissions Adjusted Free Cash Flow 1 Long-Term Incentive Compensation Stock Options RSUs PRSUs 3-Year ROIC 2 3-Year Relative TSR Stock Price 67% performance- based 1 The adjusted EPS amount is derived from Mylan’s audited financial statements in the same manner as Mylan publicly reports adjusted EPS,
which for 2016 is reconciled to the most directly comparable U.S. GAAP
measure in the Appendix, but for annual incentive plan purposes is measured on a constant currency basis. Adjusted free cash flow is derived from Mylan’s audited financial statements in the same manner
as Mylan publicly reports adjusted free cash flow, which for 2016 is reconciled to the
most directly comparable U.S. GAAP measure in the Appendix. 2
ROIC is derived from Mylan’s audited financial statements in the same manner as
set forth in the reconciliations provided in the Appendix. Starting in 2016, the definition of ROIC was updated to include intangible assets and goodwill in the denominator to more appropriately reflect the strategic acquisitions Mylan has made.
CEO 73% long -term 11% 16% |
 12 © Mylan N.V. 2017 Incentive Plans Aligned with Long-Term Strategy Serving Shareholder and Other
Stakeholder Interests Mylan’s executive compensation programs are structured to drive continued execution against our strategy to create a
leading, robust, sustainable company while aligning compensation with shareholder and
other stakeholder interests 2016 –
2018 PRSU Metrics & Goals
Metric Weight Maximum ROIC 2 50% 14% Relative TSR PRSUs are directly linked to long-term value creation and pay out based on performance measured over a three-year period 50% 75 th %ile of Peers Threshold 10% 25 th %ile of Peers Target 12% 50 th %ile of Peers 2016 Annual Incentive Goals Goal Metric Weight Drives earnings results, which are expected to have a direct relationship to Mylan’s stock price Adjusted Diluted EPS 1 50% Incentivizes efforts to support approval and commercialization of new products, yielding new revenue sources essential to remaining competitive Captures the impact of all types of business transactions on the generation of adjusted operating cash flow, and strengthens our balance sheet Global Regulatory Submissions Adjusted Free Cash Flow 1 25% 25% Annual incentive awards are 100% performance-based, with no upward discretion on award amounts Long-term incentives are heavily performance-based, with 2016 awards for
most NEOs granted ~52% in PRSUs, ~31% in RSUs, and ~17% in options
1 The adjusted EPS amount is derived from Mylan’s audited financial statements in the same manner as Mylan publicly reports adjusted EPS,
which for 2016 is reconciled to the most directly comparable U.S. GAAP
measure in the Appendix, but for annual incentive plan purposes is measured on a constant currency basis. Adjusted free cash flow is derived from Mylan’s audited financial statements in the same
manner as Mylan publicly reports adjusted free cash flow, which for 2016 is reconciled
to the most directly comparable U.S. GAAP measure in the
Appendix. 2
ROIC is derived from Mylan’s audited financial statements in the same manner as
set forth in the reconciliations provided in the Appendix. Starting in 2016, the definition of ROIC was updated to include intangible assets and goodwill in the denominator to more appropriately reflect the strategic acquisitions Mylan has made.
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 13 © Mylan N.V. 2017 Rigorous Target-Setting Process The Board sets challenging targets based on past performance results and future expectations, and has increased
target achievement levels for most annual incentive metrics substantially
year-over-year Metric
2014 Target 2015 Target 2016 Target Adjusted Diluted EPS 1 $3.41 $4.15 $5.00 Global Regulatory Submissions 150 150 135 Adjusted Free Cash Flow 1 ($M) $835 $1,150 $2,000 -10% -10% +20% +20% +74% +74% 0% 0% +22% +22% +38% +38% 1 The adjusted EPS amount is derived from Mylan’s audited financial statements in the same manner as Mylan publicly reports adjusted EPS,
which for 2014, 2015, and 2016 is reconciled to the most directly
comparable U.S. GAAP measure in the Appendix, but for annual incentive plan purposes is
measured on a constant currency basis. Adjusted free cash flow is derived from Mylan’s audited financial statements in the same manner as Mylan publicly reports adjusted free cash flow, which for 2014, 2015, and 2016 is reconciled to the most directly comparable
U.S. GAAP measure in the Appendix. .
We have increased the bonus targets for EPS and Free Cash Flow by substantial double-digit percentages year over year since 2014, and while Global Regulatory Submissions targets have held steady or decreased slightly, the targets remain appropriately challenging given the increasing complexity of the products Mylan is submitting for approval |
 14 © Mylan N.V. 2017 Highly-Experienced, High-Performing Leadership Team As one of the most unique, stable and longest tenured leadership teams in our industry,
our Chairman, Chief Executive Officer, President, and Chief Commercial Officer have combined over 70 years of dedicated service to Mylan, and have helped create ~$17 billion in additional shareholder value in the past 15 years¹ The most recent development in our long-term succession plan was Robert Coury’s transition to non-executive Chairman in
2016 Robert Coury
Chairman 15 years Mr. Coury has been responsible for the overall strategic direction at Mylan. Under his leadership, Mylan has transformed into one of the largest pharmaceutical companies in the world – a series of key transactions since 2007 have made Mylan into a global powerhouse within the highly competitive pharmaceutical industry, with a global workforce of over 35,000 and products sold in over 165 countries and territories. As non-executive Chairman, Mr. Coury continues to provide the overall strategic leadership of the Company and serves in a chairman role consistent with Dutch law and Mylan’s organizational documents. Heather Bresch Chief Executive Officer Ms. Bresch is leading the next chapter of Mylan’s growth and performance,
further differentiating
the company from its
competitors by transforming it from a pharmaceutical company into a healthcare company. 25 years Rajiv Malik President 10 years 20 years Mr. Mauro oversees all of Mylan’s commercial businesses around the world, and
has substantial experience at Mylan, including successfully leading the company’s largest commercial business. Tony Mauro Chief Commercial Officer 1 From March 31, 2001 to December 31, 2016 This unique leadership structure, and the depth of our team, has allowed Mylan to focus on executing on our long- term strategy even during periods of potential disruption caused by industry and other headwinds and forces outside our control Mr. Malik has global responsibility for all commercial and operational aspects of Mylan’s business, including R&D, business development, regulatory affairs and other key disciplines,
and has helped lead
Mylan’s expansion into emerging and other new commercial markets. |
 15 © Mylan N.V. 2017 Executive Compensation Levels Reflect Contributions and Performance Our Chief Executive Officer leads a stable, long-tenured and high-performing senior executive team which includes
our CEO, President, and Chief Commercial Officer; the team has worked together for the past 10 years Compensation targets are determined for each of our senior executives based on a number of factors including individual performance and contributions, responsibilities, expected future performance, and peer group pay levels. Compensation programs provide our investors with a maximum return on executive leadership. While compensation targets are determined on an individual basis, annual bonuses are determined entirely by a formula, with no individual or upward discretionary component to determining bonuses. Our senior team succeeds together. Heather Bresch Chief Executive Officer Senior Executive Team 1 Rajiv Malik President Anthony Mauro Chief Commercial Officer $13.8M 2016 Compensation 2 $8.7M $4.6M 1 Ken Parks joined as CFO during 2016 and is included in the Summary Compensation Table of our 2017 Proxy Statement
2 “Summary Compensation Table”, 2017 Proxy Statement 3 The adjusted EPS amount is derived from Mylan’s audited financial statements in the same manner as Mylan publicly reports adjusted EPS,
which for 2016 is reconciled to the most directly comparable U.S. GAAP
measure in the Appendix, but for annual incentive plan purposes is measured on a constant currency basis. Adjusted free cash flow is derived from Mylan’s audited financial statements in the same manner as Mylan publicly reports adjusted free cash flow, which for 2016 is reconciled to the most directly comparable
U.S. GAAP measure in the Appendix. 2016 Annual Incentive Goals
Metric Weight Adjusted Diluted EPS 3 Global Regulatory Submissions Adjusted Free Cash Flow 3 50% 25% 25% Target Actual $5.00 135 $2.0B $4.85 155 $2.1B Score 25.00% 50.00% 41.75% 116.75% 2016 Score |
 16 © Mylan N.V. 2017 15 Years of Results and Ongoing Growth 2021 2002 2004 2007 2009 2012 2016 Under Robert Coury’s leadership, Mylan has transformed into one of the largest pharmaceutical companies in the
world, growing from a market capitalization of ~$3 billion to ~$20 billion 1 . He will continue to provide the strategic leadership of Mylan, with reduced annualized compensation
1 ~$3 billion as of March 31, 2001 and ~$20 billion as of December 31, 2016 2 Represents cumulative 2002 – 2016 amounts; operating cash flow reflects U.S. GAAP net cash provided by operating activities
FY2002 – FY2016 Revenues ($B) • ~$4.5B in R&D 2 • ~$3B in capital investments 2 • ~$11B in operating cash flow2
Robert Coury is appointed CEO Mylan added to S&P 500 and
ships more doses
than any other pharmaceutical company Chairman Retainer & RSUs $10.5M / year In June 2016, the Board unanimously approved Mr. Coury’s transition to non-executive Chairman and his related agreement. In connection with this transition, Mr. Coury has agreed to serve as Chairman for at least five years, and will intently focus, with the Board and in collaboration with the management team, on the strategy for Mylan for the next decade and beyond. Mylan achieved and has maintained an investment grade credit rating since November 2012 Our leadership team is expanded, with Heather Bresch as CEO, Rajiv Malik as President; we launch commercial operations in India and partner in Japan Robert Coury is named Chairman of the Board, and together with President Clinton announce agreement for better, more affordable HIV/AIDS treatment Mylan becomes a global company by acquiring a controlling interest in Matrix Laboratories and purchasing Merck KGaA’s generics business Robert Coury transitions to non- executive Chairman; Mylan achieves over $10 billion in annual revenue for the first time in its history. Investing in growth: $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 |
 17 © Mylan N.V. 2017 Disclosure of Mr. Coury’s Compensation Disclosed in 2016 Proxy Statement Disclosed for First Time in 2017 Proxy Statement Executive Chairman Compensation Salary (Unchanged) Annual Incentive Plan Target (Unchanged) Eligibility for Long-Term Incentive Awards Eligibility for Retirement Plan Contributions Eligibility for Perquisites 2014 Performance Incentive Award Transition-Related Benefits Retirement Benefit Agreement Restoration Plan Deferred Separation Payments and Benefits Long-Term Incentive Award Vesting Non-Executive Chairman Compensation Chairman’s Retainer Chairman RSUs Amount Earned under Annual Incentive Plan 2016 Grant Value of Long-Term Incentive Awards Amount of 2016 Retirement Plan Contributions Amount of 2016 Perquisites |
 18 © Mylan N.V. 2017 Chairman Compensation Decreased Over Multi-Year Period Mr. Coury’s transition to non-executive Chairman, and the resulting reduction in his compensation, follows a multi-year
trend where his total direct annual compensation and all other
compensation rates decreased year over year 1
Previously disclosed in a June 3, 2016 Form 8-K and a 2016 Proxy Statement
Supplement 2
Compensation as reported in the All Other Compensation Column of the Summary
Compensation Table. For 2016, transition related compensation, including compensation disclosed in the Summary Compensation Table, is excluded and addressed in the next slide 3 RSU grant is annualized over its five-year vesting period The transition simplified the executive structure and will significantly lower overall executive compensation totals
Mr. Coury’s Total Direct Compensation and All Other Compensation
Category Salary / Chairman’s Stipend 2014 Performance Incentive Award (annualized) Annual Incentive Plan Compensation Annual Long-Term Equity Incentives All Other Compensation² Chairman RSUs Total 2015 $1.4M $6.7M $3.4M $6.1M $5.2M $22.8M $18.3M $10.5M $1.8M $8.7M Annualized Chairman Compensation - 2017-2021 $1.6M $6.7M $0.9M $8.7M $0.4M 2016 1 3 |
 19 © Mylan N.V. 2017 A Breakdown of Certain Components of Mr. Coury's Disclosed Compensation A substantial amount of Mr. Coury’s disclosed compensation reflects compensation that vested prior to 2016, has been previously
disclosed and approved by shareholders, and which was paid as a result of cessation of
employment and reflects Mr. Coury’s long service Prior Earned
Compensation Settled in 2016 Category
Amount Vesting Period Deferred Separation Payments and Benefits ~$22.3M Vested in 2012 Long-Term Incentive Awards ~$10.7M Upon Mr. Coury’s satisfaction of retirement eligibility requirements in 2015 Restoration Plan ~$5.2M Amounts vested upon contribution Chairman Compensation 2016 - 2021 Amount $450,000 / fiscal quarter Category 1 million RSUs ($8.7M / year) In 2016 Mr. Coury received his full equity grant and a pro-rated bonus for his service during the year as Executive Chairman, as disclosed in the 2017 Proxy Statement
Going forward, Mr. Coury is no longer an executive and therefore will not participate in the annual bonus, long-term incentive, and retirement programs.
Mr. Coury has been, and will continue to be, actively focused on his role of guiding the Board’s oversight of Mylan’s strategy. 80% of the compensation Mr. Coury will receive as non-executive Chairman is in the form of RSUs that vest over five years, promoting Mr. Coury’s continued strategic leadership. The transition of Mr. Coury to non-executive Chairman is both consistent with the Board’s succession planning
strategies and addresses some shareholders’ feedback about overall executive
compensation Prior Disclosure
Retirement Benefit Agreement ~$50.4M Vested between 2004 and 2014 2005-2016 Proxy Statements 6 Oct. 28, 2011 Form 8-K; 2012-2016 Proxy Statements 3 Award Agreements Filed w/ Form 10-K; 2016 Proxy Statement 4 2010-2016 Proxy Statements 5 Performance Incentive Award Granted in 2014 $20.0M Vested between 2014 and 2016¹ Feb. 25, 2014 Form 8-K; 2014 & 2016 Proxy Statements 2 Prior Disclosure June 3, 2016 Form 8-K; 2016 Proxy Statement Supplement Cash Retainer Chairman RSUs 1 Contingent on continued service through December 31, 2016; the Board determined that Mr. Coury’s
service as non-executive Chairman satisfied this requirement.
2 Disclosed in "Extension of Senior Executive Employment Agreements" in 2014 Proxy Statement and "Evaluation with Respect to
Performance Award Granted to Mr. Coury in 2014" in 2016 Proxy
Statement. 3
Disclosed in "Potential Payments Upon Termination or Change in Control" of each
applicable Proxy Statement. 4
Value and terms of 2015 award shown under "Stock Awards" column of Summary
Compensation Table for 2015 and "Outstanding Equity Awards at the End of 2015“ Table. 5 Accrued benefit shown in "Non-Qualified Deferred Compensation” Table of each applicable Proxy Statement. Aggregate amount includes
salary deferrals by Mr. Coury and company contributions.
6 “Pension Benefits” Table of each applicable Proxy Statement; and narrative disclosure provided in each applicable Proxy Statement.
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 20 © Mylan N.V. 2017 Our Mission is More Than Just Words • Broad portfolio in >165 countries and territories serving developed
and developing markets
• ~3,000 Scientific Affairs professionals working on a broad portfolio, including many biosimilars, insulins and complex respiratory products • >4,200 active patents • With 50 manufacturing sites, Mylan’s expansive operating platform fuels a global supply chain shipping to ~60,000 customers • One high quality standard for all of our products • ~80% volume internally manufactured • Providing access through advocacy,
education, and policy
to expand Gx utilization, biosimilar interchangeability, entity prescribing, and stemming the tide of HIV/AIDS and other pressing diseases • Global workforce of >35,000 passionate about doing good and doing well, i.e., serving patients and communities while delivering on financial commitments At Mylan, we are committed to setting new standards in healthcare. Our mission is
to provide high-quality medicines to the world’s seven-billion
people. Providing access to high
quality medicine Innovating to satisfy unmet needs Ensuring service excellence and reliability Doing what’s right, not what’s easy Serving as passionate global leaders Setting new standards in healthcare |
 © Mylan N.V. 2017
21 Immediate and Unprecedented Action to Ensure Everyone Who Needs an EpiPen ® Auto-Injector Gets One Introduced first-ever
generic version of
EpiPen Auto-Injector, cutting the Wholesale Acquisition Cost price in half from $608 to $300 Offered a direct ship program to patients
with launch of generic
at $300 Doubled eligibility threshold for
Patient Assistance Program to $97,200 for a family of four, providing free EpiPen Auto- Injectors for those in need without prescription insurance Increased My EpiPen Savings Card ® program benefit from $100 to $300 for the branded
product, to offset out of
pocket costs for those
with commercial insurance EpiPen helped start a broader conversation in late Summer 2016 about drug pricing
that we welcome. In the meantime,
we have reacted swiftly to help our customers. Generic EpiPen Auto-Injector Direct Ship $300 Savings Offer Patient Assistance Program 1 2 3 4 |
 Appendix |
 23 © Mylan N.V. 2017 Reconciliation of Non-GAAP Metrics (In millions, except per share amounts) U.S. GAAP net earnings attributable to Mylan N.V. and U.S. GAAP diluted earnings per share
$ 480.0 $ 0.92 Purchase accounting related amortization (primarily included in cost of sales) 1,412.3 Litigation settlements, net 638.5 Interest expense (primarily related to clean energy investment financing) 24.4 Accretion of contingent consideration liability and other fair value adjustments
75.4 Clean energy investments pre-tax loss 92.3 Acquisition related costs (primarily included in SG&A, other expense, net and interest expense)
335.3 Restructuring related costs 149.7 Other special items included in: Cost of sales 44.6 Research and development expense 121.3 Selling, general and administrative expense 35.5 Other (income) expense, net (18.5) Tax effect of the above items and other income tax related items (843.5) Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS (a) $ 2,547.3 $ 4.89 Weighted average diluted ordinary shares outstanding 520.5 (a) Adjusted EPS for the year ended December 31, 2016 had a favorable foreign currency impact of $0.04 per ordinary share
Year Ended December 31, 2016 |
 24 © Mylan N.V. 2017 Reconciliation of Non-GAAP Metrics (In millions, except per share amounts) U.S. GAAP net earnings attributable to Mylan N.V. and U.S. GAAP diluted EPS $ 848 $ 1.70 $ 929 $ 2.34 Purchase accounting related amortization (primarily included in cost of sales) 901 419 Litigation settlements, net (97) 48 Interest expense, primarily amortization of convertible debt discount 46 46 Non-cash accretion and fair value adjustments of contingent consideration liability
38 35 Clean energy investments pre-tax loss 93 79 Financing related costs (included in other expense (income), net) 112 33 Acquisition related costs (primarily included in cost of sales and selling, general and administrative expense)
438 140 Acquisition related customer incentive (included in third party net sales) 17 — Restructuring and other special items included in: Cost of sales 36 45 Research and development expense 20 18 Selling, general and administrative expense 48 67 Other income (expense), net 7 (11) Tax effect of the above items and other income tax related items (370) (432) Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS $ 2,137 $ 4.30 $ 1,416 $ 3.56 Weighted average diluted common shares outstanding 497 398 2015 2014 Year Ended December 31, |
 25 © Mylan N.V. 2017 Reconciliation of Non-GAAP Metrics (In millions) U.S. GAAP net cash provided by operating activities $ 2,047.2 Add / (Deduct): Payment of litigation settlements 68.5 Financing related expenses 66.9 Acquisition related costs 244.4 R&D expense 123.2 Income tax items (25.8) Adjusted cash provided by operating activities $ 2,524.4 Deduct: Capital expenditures (390.4) Adjusted free cash flow $ 2,134.0 Year Ended December 31, 2016 |
 26 © Mylan N.V. 2017 Reconciliation of Non-GAAP Metrics (Unaudited; in millions) U.S. GAAP net cash provided by operating activities $ 2,008 $ 1,015 (Deduct) / Add: (Receipt) / payment of litigation settlements (113) 96 Financing Fees 137 24 Acquisition related costs 191 64 R&D expense 12 21 Income tax items (22) (13) Other 4 3 Adjusted cash provided by operating activities $ 2,217 $ 1,210 (Deduct) / Add: Capital expenditures (363) (325) Proceeds from sale of property plant and equipment — 9 Adjusted free cash flow $ 1,854 $ 894 2015 Year Ended December 31, 2014 |
 27 © Mylan N.V. 2017 Reconciliation of Non-GAAP Metrics (In millions) Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS $ 2,547 Add / (Deduct): Tax effect of non-GAAP adjustments and other income tax related items 844 U.S. GAAP reported income tax (benefit) provision (358) Adjusted pre-tax income $ 3,033 (In millions) U.S. GAAP interest expense $ 455 Deduct: Interest expense related to clean energy investments (14) Accretion of contingent consideration liability (41) Acquisition related costs (46) Other special items (10) Adjusted interest expense $ 343 Year Ended December 31, 2016 Year Ended December 31, 2016 |
 28 © Mylan N.V. 2017 Reconciliation of Non-GAAP Metrics (Unaudited; in millions, except %) Adjusted pre-tax income $ 3,033 Adjusted interest expense 343 Adjusted income before interest and tax 3,376 Estimated adjusted income tax expense (a) (540) Adjusted net operating profit after tax $ 2,835 (In millions, except per share amounts) Total assets $ 29,003 Cash & near cash items (2,211) Short-term investments (98) Current deferred income taxes — Non-current deferred income taxes (460) Forward starting swaps 40 Clean Coal (363) Restricted cash (215) Total invested assets $ 25,697 Accounts payable (1,161) Other current liabilities (2,472) Income taxes payable (104) Total invested capital $ 21,959 Intangible assets 10,456 Goodwill 7,128 Operational invested capital $ 4,375 Cash Return on Total Invested Capital (b) 13 % Cash Return on Operational Invested Capital (c) 65 % Year Ended December 31, Year Ended December 31, 2015 2016 (a) Estimated adjusted income tax expense is the adjusted income tax rate multipled by adjusted income before interest and tax.
(b) Calculated using adjusted net operating profit after tax /
total invested capital. This is the ROIC metric for awards granted in 2016. (c) Calculated using adjusted net operating profit after tax / operational invested capital. This is the ROIC metric for awards granted
prior to 2016. |