capital expenditures, primarily for ~~at December 31, 2015. The prior year payments were the result of the acquisition of certain commercialization rights in the U.S.~~equipment and ~~other countries; and~~

~~a decrease in the purchase of marketable securities, which~~facilities, totaled ~~$22.8~~approximately $51.8 million during the nine months ended September 30, 2016, as compared to $59.1 million in the prior year period. This change is primarily attributable to the Company’s investment in Theravance Biopharma’s common stock in the prior year..

Financing Activities

Cash ~~provided by financing activities was $5.39 billion for the nine months ended September 30, 2016, compared to cash~~ used in financing activities ~~of $318.7~~was $575.7 million for the ~~nine~~three months ended ~~September 30, 2015, a net increase of $5.71 billion. The net increase in~~March 31, 2017, compared to cash provided by financing activities ~~was principally~~of $30.5 million for the ~~result~~three months ended March 31, 2016, a net decrease of $606.2 million.

In 2017, significant items in financing activities included the following:

~~an increase in proceeds from long-term debt~~the Company voluntarily prepaid $550 million of ~~$4.1 billion which was attributable to~~ the ~~Company’s issuance of $1.00 billion~~ aggregate principal amount of ~~2.500% Senior Notes due 2019, $2.25 billion aggregate principal amount of 3.150% Senior Notes due 2021, $2.25 billion aggregate principal amount of 3.950% Senior Notes due 2026,~~the 2016 Term Loans: and $1.00 billion aggregate principal amount of 5.250% Senior Notes due 2046 (collectively, the “June 2016 Senior Notes”) in the second quarter of 2016 in anticipation of the completion of the acquisition of Meda. In the prior year period,

the Company ~~received proceeds~~had net repayments of ~~approximately $2.4 billion under various financings;~~

a decrease in payments of long-term debt, which totaled $1.07 billion for the nine months ended September 30, 2016, as compared to $4.33 billion for the nine months ended September 30, 2015. In the current year, the Company paid the principal amount of $500.0 million on the 1.800% Senior Notes due 2016 which matured on June 24, 2016 and repaid approximately $567 million of Meda’s bank loans. In the prior year, the Company paid $2.54 billion in connection with the conversion of the Cash Convertible Notes on September 15, 2015 and paid $1.08 billion in connection with the redemption of the 7.875% Senior Notes due 2020 (the “2020 Senior Notes”); and

~~an increase in the change in~~ short-term borrowings of ~~$378.3~~$17.6 million.

In 2016, significant items in financing activities included the ~~prior year period,~~ following:

the Company ~~decreased the~~had net short-term borrowings ~~under the accounts receivable securitization facility (the “Receivables Facility”) by approximately $325 million, net.~~

~~These items were~~of $65.1 million; partially offset by ~~the following:~~

~~a decrease in proceeds from the cash convertible note hedge~~payments of financing fees which totaled ~~$1.97 billion in~~$31.6 million primarily related to a bridge credit agreement related to the ~~prior year as the cash convertible note hedge settled in the third quarter of 2015 in conjunction with the maturity and full redemption of the Cash Convertible Notes; and~~

~~a decrease in proceeds from the exercise of stock options which totaled~~ ~~$11.1 million~~ ~~in the current year, as compared to~~ ~~$92.8 million~~ ~~in the prior year period.~~

Meda acquisition.

Capital Resources

Our cash and cash equivalents at our non-U.S. operations totaled ~~$1.19 billion~~$700.9 million at ~~September 30, 2016. These~~March 31, 2017. The majority of these funds ~~are available~~represented earnings considered to ~~purchase~~be permanently reinvested to support the ~~non-tendered Meda shares through the November Offer and compulsory acquisition proceeding.~~growth strategies of our non-U.S. subsidiaries. The Company anticipates having sufficient U.S. liquidity, including existing borrowing capacity under the 2016 Revolving Facility and the Receivables Facility combined with cash to be generated from operations, to fund foreseeable U.S. cash needs without requiring the repatriation of non-U.S. cash. If these funds are ultimately needed for the Company’s operations in the U.S., the Company may be required to accrue and pay U.S. taxes to repatriate these funds. If funds are needed from the Company’s subsidiaries that do not have an ultimate U.S. parent, the Company will generally not be required to accrue and pay taxes to repatriate these funds because its foreign parent would not be subject to tax on receipt of these distributions.

~~Meda Borrowings~~

Upon settlement of the Offer on August 5, 2016, Meda became a controlled subsidiary of Mylan. Meda is party to certain debt obligations, all of which remained outstanding following the settlement of the Offer. During the three months ended September 30, 2016, the Company repaid approximately $567 million of Meda’s bank loans. Meda’s outstanding debt obligations and committed bank facilities contained change of control provisions that were triggered upon settlement of the Offer. Meda’s debt financing includes approximately 16.7kr billion of borrowings under a syndicated bank facility of 25kr billion with nine Swedish and foreign banks. This financing is augmented with borrowings via a Swedish MTN program with an upper limit of 7kr billion, a Swedish commercial paper program with an upper limit of 4kr billion and a bilateral bank loan of 2kr billion.

The settlement of the Offer constituted a change of control under the Facilities Agreement, dated as of December 17, 2014 (as amended on October 29, 2015, the “Facilities Agreement”), among Meda, as borrower, the lenders party thereto (the “Lenders”) and Danske Bank A/S, as agent (“Danske”). As of September 30, 2016, there was $1.94 billion aggregate principal amount of loans outstanding under the Facilities Agreement. On August 30, 2016, Meda entered into the Amendment and Waiver Letter (the “Amendment”) to the Facilities Agreement, between Meda, as borrower, and Danske Bank A/S, as agent on behalf of the Lenders. The Amendment provides that (i) the lenders under the Facilities Agreement waive any put rights arising in connection with the Company’s acquisition of a majority of the issued share capital in Meda or any action taken in connection therewith; (ii) the termination date in respect of each of the loans and commitments under the Facilities Agreement will be August 30, 2017; and (iii) a change of control will occur under the Facilities Agreement if (a) the Company fails to, directly or indirectly, own all or substantially all of the issued share capital or votes in Meda or (b) any person (other than Stichting Preferred Shares Mylan) acquires more than 50% of the issued share capital or votes in the Company. Of the total facility amount of 25kr billion, the Company has ~~available approximately 7.9kr~~access to $2.0 billion ~~($925.1 million) of uncommitted borrowings at September 30, 2016.~~

The settlement of the Offer constituted a change of control under the terms of the notes issued by Meda under its MTN program. In accordance with the terms of the notes, Meda notified the noteholders of the occurrence of the change of control on August 5, 2016. As of September 30, 2016, there was $157.5 million aggregate principal amount of notes outstanding under the MTN program. As a result of such change of control, each noteholder had an individual right (a “put right”) to demand early redemption of the notes at their principal amount, together with accrued interest up to and including the date of redemption. The date of redemption for the notes of the noteholders that chose to exercise their put rights was November 3, 2016 and approximately $2.0 million was paid on that date.

The settlement of the Offer constituted a Change of Control (as defined in the Loan Agreement referred to below) under the Loan Agreement, dated as of September 17, 2014 (the “Loan Agreement”), between Meda, as borrower, and AB Svensk Exportkredit (publ), as lender (“Svensk Exportkredit”). As of September 30, 2016, there was $233.3 million aggregate principal amount of loans outstanding under the Loan Agreement. In accordance with the terms of the Loan Agreement, Meda notified Svensk Exportkredit of the Change of Control. No agreement to amend the terms of the Loan Agreement was reached within 30 days of Svensk Exportkredit’s receipt of notice from Meda of the Change of Control. Svensk Exportkredit may cancel its commitment and demand repayment of the loans under the Loan Agreement by notice to Meda, with repayment to be made not less than 30 days after such notice to Meda. The loans under the Loan Agreement will be repaid in accordance with the terms thereof.

The Facilities Agreement contains customary affirmative covenants, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of authorizations, property, and insurance and compliance with laws, as well as customary negative covenants, including limitations on the incurrence of subsidiary indebtedness, disposals, loans and guarantees, liens, mergers and certain other corporate reconstructions, acquisitions and changes in Meda’s lines of business. Pursuant to the Facilities Agreement, Meda must deliver to Danske (i) within 60 days after the end of each consecutive three month period of its financial years, its unaudited consolidated financial statements for such three month period and (ii) within 120 days after the end of each of its financial years, its audited consolidated financial statements for such financial year. The Facilities Agreement contains financial covenants limited to (i) a maximum senior net debt to EBITDA ratio and (ii) a minimum EBITDA interest coverage ratio.

The MTN program contains covenants that, among other things, restrict Meda's ability and the ability of certain of Meda's subsidiaries to substantially change the general nature of its business; create liens to secure debt securities or other publicly traded debt; or sell or dispose of Meda's assets to the extent such sales or disposition could jeopardize Meda’s ability to fulfill its obligations under the MTN program; and require Meda to maintain the listing of the loans under the MTN program on

Nasdaq Stockholm. As long as the loans under the MTN program are listed on Nasdaq Stockholm, Meda is required to comply with certain Nasdaq Stockholm financial reporting requirements. The MTN program also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, failure to pay certain judgments and certain events of bankruptcy and insolvency. These covenants and events of default are subject to a number of important qualifications, limitations and exceptions that are described in the general terms and conditions of the MTN program. If an event of default with respect to the loans under the MTN program occurs, the principal amount of all of the loans under the MTN program then outstanding, plus accrued and unpaid interest, if any, to the date of acceleration, may become immediately due and payable.

The Loan Agreement contains customary affirmative covenants, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of authorizations and compliance with laws, as well as customary negative covenants, including limitations on the incurrence of subsidiary indebtedness, disposals, liens, mergers and certain other corporate reconstructions and changes in Meda’s lines of business. Pursuant to the Loan Agreement, Meda must deliver to Svensk Exportkredit (i) within 60 days after the end of each consecutive three month period of its financial years, its unaudited consolidated financial statements for such three month period and (ii) within 120 days after the end of each of its financial years, its audited consolidated financial statements for such financial year. The Loan Agreement contains financial covenants limited to (i) a maximum senior net debt to EBITDA ratio, (ii) a maximum senior net debt to equity ratio and (iii) a minimum EBITDA interest coverage ratio.

~~Issuance of June 2016 Senior Notes~~

During the second quarter of 2016, in anticipation of the completion of the Offer, Mylan N.V. issued the June 2016 Senior Notes in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the U.S. pursuant to Regulation S under the Securities Act. The June 2016 Senior Notes were issued pursuant to an indenture, dated as of June 9, 2016 (the “Indenture”), among the Company, Mylan Inc., as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee. The June 2016 Senior Notes were guaranteed by Mylan Inc. upon issuance. In addition, the Company entered into a registration rights agreement, dated as of June 9, 2016, pursuant to which the Company and Mylan Inc. will use commercially reasonable efforts to file a registration statement with respect to an offer to exchange each series of the June 2016 Senior Notes for new notes with the same aggregate principal amount and terms identical in all material respects and to cause the exchange offer registration statement to be declared effective by the SEC and to consummate the exchange offer not later than 365 days following the date of issuance of the June 2016 Senior Notes.

The Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of certain of its subsidiaries to enter into sale and leaseback transactions; create liens; consolidate, merge or sell all or substantially all of the Company’s assets; and with respect to such subsidiaries only, guarantee certain of our or our other subsidiaries’ outstanding obligations or incur certain obligations without also guaranteeing our obligations under the June 2016 Senior Notes on a senior basis. The Indenture also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, failure to pay certain judgments and certain events of bankruptcy and insolvency. These covenants and events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture. If an event of default with respect to the June 2016 Senior Notes of a series occurs under the Indenture, the principal amount of all of the June 2016 Senior Notes of such series then outstanding, plus accrued and unpaid interest, if any, to the date of acceleration, may become immediately due and payable.

The 2.500% Senior Notes due 2019 mature on June 7, 2019, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The 2.500% Senior Notes due 2019 bear interest at a rate of 2.500% per annum, accruing from June 9, 2016. Interest on the 2.500% Senior Notes due 2019 is payable semi-annually in arrears on June 7 and December 7 of each year, commencing on December 7, 2016. The 3.150% Senior Notes due 2021 mature on June 15, 2021, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The 3.150% Senior Notes due 2021 bear interest at a rate of 3.150% per annum, accruing from June 9, 2016. Interest on the 3.150% Senior Notes due 2021 is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2016. The 3.950% Senior Notes due 2026 mature on June 15, 2026, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The 3.950% Senior Notes due 2026 bear interest at a rate of 3.950% per annum, accruing from June 9, 2016. Interest on the 3.950% Senior Notes due 2026 is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2016. The 5.250% Senior Notes due 2046 mature on June 15, 2046, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The 5.250% Senior Notes due 2046 bear interest at a rate of 5.250% per annum, accruing from

~~June 9, 2016. Interest of the 5.250% Senior Notes due 2046 is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2016.~~

At September 30, 2016, the outstanding balance of the 2.500% Senior Notes due 2019, 3.150% Senior Notes due 2021, 3.950% Senior Notes due 2026 and 5.250% Senior Notes due 2046 was $999.0 million, $2.25 billion, $2.23 billion and $999.8 million, respectively, which includes discounts of $1.0 million, $2.5 million, $16.9 million and $0.2 million, respectively. During the nine months ended September 30, 2016, the Company incurred approximately $47.9 million in financing fees, which were recorded as deferred financing costs in the Condensed Consolidated Balance Sheets.

~~2016 Bridge Credit Agreement~~

In connection with the Offer, on February 10, 2016, the Company entered into a Bridge Credit Agreement (the “2016 Bridge Credit Agreement”), among the Company, as borrower, Mylan Inc., as guarantor, Deutsche Bank AG Cayman Islands Branch, as administrative agent and a lender, Goldman Sachs Bank USA, as a lender, Goldman Sachs Lending Partners LLC, as a lender, and other lenders party thereto from time to time. The Company incurred total financing and ticking fees of approximately $45.2 million related to the 2016 Bridge Credit Agreement. During the first quarter of 2016, the Company wrote off approximately $3.0 million of financing fees related to the Tranche B Loans (as defined in the 2016 Bridge Credit Agreement) in conjunction with the termination of the Tranche B Loans. The remaining commitments under the 2016 Bridge Credit Agreement were permanently terminated in their entirety in connection with the completion of the offering of the June 2016 Senior Notes. As a result of the termination of the 2016 Bridge Credit Agreement, the Company expensed the remaining $30.2 million of unamortized financing fees related to the 2016 Bridge Credit Agreement to other expense, net in the Condensed Consolidated Statements of Operations~~during the second quarter of 2016.~~

~~Revolving Facility~~

On December 19, 2014, the Company entered into a revolving credit agreement, which was amended on May 1, 2015, and further amended on June 19, 2015 and October 28, 2015 (the “Revolving Credit Agreement”) with a syndicate of lenders, which contains a ~~$1.65 billion~~ revolving facility (the “Revolving Facility”), which expires on December 19, 2019. At September 30, 2016 and December 31, 2015, we had no amounts outstanding under the Revolving Facility. The interest rate under the Revolving Facility ~~is LIBOR (determined in accordance with~~which also includes a $200 million subfacility for the ~~Revolving Credit Agreement) plus 1.325% per annum. In addition, the Revolving Facility has a facility fee which is 0.175%. At September 30, 2016 and December 31, 2015, we had a total~~issuance of ~~$10.5 million and $11.1 million outstanding under existing~~ letters of credit ~~respectively. Additionally, as~~and a $175 million sublimit for swingline borrowings. As of ~~September 30, 2016,~~March 31, 2017, we had ~~$144.0~~$193.7 million available under the ~~$150~~$200 million subfacility on our 2016 Revolving Facility for the issuance of letters of credit.

~~Amendment~~In addition to the 2016 Revolving Facility, ~~2015 Term Loans and 2014 Term Loan~~

~~On February 22, 2016,~~Mylan Pharmaceuticals Inc. (“MPI”), a wholly owned subsidiary of the Company, and Mylan Inc. (the “Borrower”) entered into (i) Amendment No. 3 (the “Revolving Amendment”) to the Revolving Credit Agreement dated December 19, 2014, as amended on May 1, 2015, further amended on June 19, 2015 and further amended on October 28, 2015 (as amended further by the Revolving Amendment, the “Revolving Credit Agreement”) which provided forhas a ~~$1.65 billion~~ ~~revolving~~$400 million receivables facility (the ~~“Revolving~~“Receivables Facility”), ~~among~~which will expire in January 2018. Although from time-to-time, the Borrower, the Company, certain lenders and issuing banks and Bank of America, N.A., as administrative agent, (ii) Amendment No. 2 (the “2015 Term Amendment”) to the Term Credit Agreement dated July 15, 2015, as amended on October 28, 2015 (as amended further by the 2015 Term Amendment, the “2015 Term Credit Agreement”) which provided for a delayed-draw term loan credit facility including loans totaling $1.6 billion (the “2015 Term Loans”), among the Borrower, the Company, certain lenders and PNC Bank, National Association, as administrative agent, and (iii) Amendment No. 3 (the “2014 Term Amendment”) to the Term Credit Agreement dated December 19, 2014, as amended on May 1, 2015 and further amended on October 28, 2015 (as amended further by the 2014 Term Amendment, the “2014 Term Credit Agreement”) which provided for an $800 million term loan (the “2014 Term Loan”), among the Borrower, the Company, certain lenders and Bank of America, N.A., as administrative agent. The Revolving Amendment, 2015 Term Amendment and 2014 Term Amendment provide that the Company’s acquisition of Meda constitutes a Qualified Acquisition (as defined in eachavailable amount of the ~~Revolving Credit Agreement, the 2014 Term Credit Agreement~~Receivables Facility may be less than $400 million based on accounts receivable concentration limits and the 2015 Term Credit Agreement) and amends the event of default provisions to provide that any “change of control” put rights under any indebtedness of any Acquired Entity or Business (as defined in each of the Revolving Credit Agreement, the 2014 Term Credit Agreement and the 2015 Term Credit Agreement) or its subsidiaries that are triggered as a result of the acquisition of any Acquired Entity or Business will not result in an event of default so long as any such indebtedness that is put in accordance withother eligibility requirements. Under the terms of ~~such indebtedness is paid~~the Receivables Facility, MPI sells certain accounts receivable to Mylan Securitization LLC, a wholly owned special purpose entity which in turn sells a percentage of ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions. As of March 31, 2017, the Company had no amounts outstanding under the Receivables Facility.

At March 31, 2017, our long-term debt totaled $14.70 billion, as ~~required by~~compared to $15.20 billion at December 31, 2016. The decrease in long-term debt was due to the ~~terms~~prepayment of ~~such indebtedness.~~a portion of the 2016 Term Loans during the three months ended March 31, 2017. The total long-term debt balance at March 31, 2017 was comprised primarily of $1.05 billion of term loans, $148.6 million of Medium Term Notes acquired from Meda, $13.05 billion of fixed rate senior notes and $532.8 million of floating rate senior notes. In addition, at March 31, 2017, we had $227.2 million of long-term debt classified as current and payable within the next twelve months, as compared to $223.3 million at December 31, 2016. In addition to the current portion of long-term debt, the Company has significant debt maturities in the second and fourth quarters of 2018, as the 2.600% Senior Notes due 2018 mature in June 2018, the Floating Rate Euro Notes mature in November 2018 and the 3.000% Senior Notes due 2018 mature in December 2018. The Company intends to utilize available liquidity to fund these repayments.

For additional information regarding our debt agreements refer to Note 12Debt in Item 1 in this Form 10-Q.

Long-term Debt Maturity

Mandatory minimum repayments remaining on the outstanding notional amount of long-term debt at ~~September 30, 2016, excluding the discounts and premiums,~~March 31, 2017 are as follows for each of the periods ending December 31:

The Company’s ~~next significant debt maturity is on November 29,~~ 2016 as the Company’s 1.350% Senior Notes due 2016 mature. The Company intends to utilize available liquidity to fund the repayment of the 1.350% Senior Notes due 2016. In addition, the loans of $233.3 million under Meda’s Loan Agreement, due October 2017, are callable by the lender as a result of the completion of the Offer. The Company expects to use available liquidity to repay this amount if called.

~~The Company’s 2015~~ Term Loans ~~2014 Term Loan~~ and 2016 Revolving Facility contain customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of corporate existence and rights, property, and insurance and compliance with laws, as well as customary negative covenants for facilities of this type, including limitations on the incurrence of subsidiary indebtedness, liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, payments of dividends and other restricted payments and changes in our lines of business. The ~~2015~~2016 Term Loans ~~2014 Term Loan~~ and 2016 Revolving Facility contain a maximum consolidated leverage ratio financial covenant. We ~~have been~~are compliant with these financial covenants ~~during the nine months ended September 30, 2016,~~as of March 31, 2017, and we expect to remain in compliance for the next twelve months.

Collaboration and Licensing Agreements

We periodically enter into collaboration and licensing agreements with other pharmaceutical companies for the development, manufacture, marketing and/or sale of pharmaceutical products. Our significant collaboration agreements are focused on the development, manufacturing, supply and commercialization of multiple, high-value generic biologic compounds, insulin analog products and respiratory products. Under these agreements, we have future potential milestone payments and co-development expenses payable to third parties as part of our licensing, development and co-development programs. Payments under these agreements generally become due and are payable upon the satisfaction or achievement of certain developmental, regulatory or commercial milestones or as development expenses are incurred on defined projects. Milestone payment obligations are uncertain, including the prediction of timing and the occurrence of events triggering a future obligation and are not reflected as liabilities in the Condensed Consolidated Balance Sheets, except for milestone and royalty obligations reflected as acquisition contingent consideration. These agreements may also include potential sales based milestones and call for us to pay a percentage of amounts earned from the sale of the product as a royalty or a profit share. These sales based milestones or royalty obligations may be significant depending upon the level of commercial sales for each product.

Our most significant contingent payment relates to the potential future consideration related to our December 2011 acquisition of the ~~respiratory~~exclusive worldwide rights to develop, manufacture and commercialize a generic equivalent to GlaxoSmithKline’s Advair® Diskus and Seretide® Diskus incorporating Pfizer Inc.’s proprietary dry powder inhaler delivery ~~platform.~~platform (the “respiratory delivery platform”). These payments are contingent upon the occurrence of certain future events and the ultimate success of the respective projects. Given the inherent uncertainty of these events, it is unclear when, if ever, we may be required to pay such amounts or pay amounts in excess of those accrued. The Company has also recorded contingent consideration related to the acquisition of the Topicals Business, the acquisition of ~~Jai~~certain female healthcare businesses from Famy Care Limited (such businesses, “Jai Pharma ~~Limited,~~Limited”), the acquisition of Agila Specialties Private Limited (“Agila”) and certain other acquisitions. The amount of contingent consideration recorded was ~~$651.5~~$566.0 million and ~~$526.4~~$564.6 million at

~~September 30, 2016~~ March 31, 2017 and December 31, ~~2015,~~2016, respectively. ~~Approximately $110 million related to the Strides Settlement is included in the balance at September 30, 2016.~~ In addition, the Company expects to incur approximately $35 million to $40 million of annual accretion expense related to the increase in the net present value of the contingent consideration liability.

~~On January 8, 2016,~~In conjunction with the Company’s Generic Drug User Fee Agreement goal date, on March 28, 2017, the Company ~~entered into~~received a complete response letter from FDA regarding its Abbreviated New Drug Application for the respiratory delivery platform. As of March 31, 2017, the Company has an ~~agreement with Momenta to develop, manufacture~~IPR&D asset of $347.2 million and ~~commercialize up to six~~related contingent consideration liability of Momenta’s current biosimilar candidates, including Momenta’s biosimilar candidate, ORENCIA® (abatacept). Mylan paid an up-front cash payment of $45 million to Momenta. Under the terms of the agreement, Momenta is eligible to receive additional contingent milestone payments of up to $200$436.1 million. The Company performed an analysis and ~~Momenta will jointly be responsible~~valuation of the IPR&D asset and the fair value of the related contingent consideration liability through the use of a discounted cash flow model. The model contained certain key assumptions including: the expected product launch date, the number of competitors, the timing of competition and a discount

factor based on an industry specific weighted average cost of capital. Based on the analysis performed, the Company determined that the IPR&D asset was not impaired at March 31, 2017. Additionally, no significant fair value adjustment was required for ~~product development~~the contingent consideration. However, resolution of the matters with the FDA, market conditions and ~~will equally share~~other factors may result in significant changes in the ~~costs~~projections and ~~profits related~~assumptions utilized in the discounted cash flow model, which could lead to material adjustments to the ~~products. Under the agreement, Mylan will lead the worldwide commercialization efforts.~~

On November 2, 2016, the Company and Momenta announced that dosing had begun in a Phase 1 study to compare the pharmacokinetics, safety and immunogenicity of M834, a proposed bisoimilar or ORENCIA® (abatacept), to U.S. and European Union sourced ORENCIA® in normal healthy volunteers. Under the agreement, Momenta has achieved the milestone necessary to earn a $25 million payment from the Company which will be paid in the fourth quarter of 2016.recorded amounts.

We are actively pursuing, and are currently involved in, joint projects related to the development, distribution and marketing of both generic and branded products. Many of these arrangements provide for payments by us upon the attainment of specified milestones. While these arrangements help to reduce the financial risk for unsuccessful projects, fulfillment of specified milestones or the occurrence of other obligations may result in fluctuations in cash flows.

Other Commitments

We are involved in various legal proceedings that are considered normal to our business. While it is not possible to predict the outcome of such proceedings, an adverse outcome in any of these proceedings could materially affect our business, financial condition, results of operations, and cash flows and could cause the market value of our ordinary shares to decline. We have approximately ~~$525~~$650 million accrued for legal ~~contingencies, the majority of which relates to the Medicaid Drug Rebate Program Settlement.~~contingencies. For certain contingencies assumed in conjunction with the acquisition of the former Merck Generics business, Merck KGaA, the seller, has agreed to indemnify Mylan. Strides has also agreed to indemnify Mylan for certain contingencies related to our acquisition of Agila. The inability or denial of Merck KGaA, Strides Arcolab, or another indemnitor or insurer to pay on an indemnified claim could have a material adverse effect on our business, financial condition, results of operations, cash flows and/or ordinary share price.

We are continuously evaluating the potential acquisition of products, as well as companies, as a strategic part of our future growth. Consequently, we may utilize current cash reserves or incur additional indebtedness to finance any such acquisitions, which could impact future liquidity. In addition, on an ongoing basis, we review our operations including the evaluation of potential divestitures of products and businesses as part of our future strategy. Any divestitures could impact future liquidity.

Other Developments

Effective April 22, 2017, the Company entered into a six-year collective bargaining agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local Union 8-957 AFL-CIO which agreement governs certain production and maintenance employees at the Company’s largest manufacturing site in Morgantown, West Virginia. The agreement expires March 17, 2023.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s market risk, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in Mylan N.V.’s Annual Report filed on Form 10-K for the year ended December 31, ~~2015,~~2016, as amended.


ITEM 4.	CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of ~~September 30, 2016.~~March 31, 2017. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management identified the following change in the Company’s internal control over financial reporting (“ICFR”) that occurred during the quarter that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR. During the quarter ended ~~September 30, 2016,~~March 31, 2017, the Company ~~began~~continued to implement and ~~use~~utilize a new Enterprise Resource Planning (“ERP”) system in certain countries, which, when completed, will handle the business, financial and administrative processes for the Company. The Company has modified and will continue to modify its internal controls relating to its business and

financial processes throughout the entire ERP system implementation, which is expected to progress through the end of ~~calendar~~ 2017. While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its ICFR, there are inherent risks in implementing any new ERP system and the Company will continue to evaluate and test control changes in order to provide certification as of its fiscal year ending December 31, ~~2016~~2017 on the effectiveness of its ICFR.

~~During the three months ended September 30, 2016, the Company completed the acquisition~~

Table of Meda. Meda represented approximately 11% and 4% of the Company’s consolidated total revenues for the three months and nine months ended September 30, 2016, respectively, and its assets (including intangible assets and goodwill) represented approximately 36% of the Company’s consolidated total assets, at September 30, 2016. Management did not include Meda when conducting its evaluation of changes in ICFR as of September 30, 2016. Meda is expected to be excluded from Management's evaluation of the Company's ICFR at December, 31 2016.Contents

PART II — OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

For information regarding legal proceedings, refer to Note 1819 ~~Contingencies~~Litigation, in the accompanying Notes to interim financial statements in this Quarterly Report.


ITEM 1A.	RISK FACTORS

~~Except as set forth below, there~~There have been no material changes in the Company’s risk factors from those disclosed in Mylan’s Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, as ~~amended, and Mylan’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.~~

~~Risks Related to the Business of Mylan~~

WE MAY BE ADVERSELY AFFECTED BY INCREASED SCRUTINY FROM THIRD PARTIES, INCLUDING GOVERNMENTS, OR NEGATIVE PUBLICITY WITH RESPECT TO MATTERS RELATING TO OUR PRODUCTS AND PRICING PRACTICES, AND OTHER MATTERS RELATED TO THE COMPANY, AND WE HAVE AND MAY CONTINUE TO EXPERIENCE PRICING PRESSURE ON THE PRICE OF CERTAIN OF OUR PRODUCTS DUE TO SOCIAL OR POLITICAL PRESSURE TO LOWER THE COST OF DRUGS, WHICH COULD REDUCE OUR REVENUE AND FUTURE PROFITABILITY.

There has been increased press coverage and increased scrutiny from third parties, including regulators, legislative bodies and enforcement agencies, with respect to matters relating to the Company’s business and pricing practices, and other matters related to the Company. This increased press coverage, public scrutiny and protests by some consumers have included assertions of wrongdoing by the Company which, regardless of the factual or legal basis for such assertions, have resulted in, and may continue to result in, investigations, and calls for investigations, by governmental agencies at both the federal and state level and have resulted in, and may continue to result in, claims brought against the Company by governmental agencies or by private parties or by regulators taking other measures that could have a negative effect on the Company’s business. It is not possible at this time to predict the ultimate outcome of any such investigations or claims or what other investigations or lawsuits or regulatory responses may result from such assertions, or their impact on the Company’s business, financial condition, results of operations, cash flows, and/or ordinary share price. Any such investigation or claim could also result in reputational harm and reduced market acceptance and demand for our products, could harm our ability to market our products in the future, could cause us to incur significant expense, could cause our senior management to be distracted from execution of our business strategy, and could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

There has also recently been intense publicity regarding the pricing of pharmaceuticals more generally, including publicity and pressure resulting from prices charged by competitors and peer companies for new products as well as price increases by competitors and peer companies on older products that the public has deemed excessive. We have experienced and may continue to experience downward pricing pressure on the price of certain of our products due to social or political pressure to lower the cost of drugs, which could reduce our revenue and future profitability.

Accompanying the press and media coverage of pharmaceutical pricing practices and public complaints about the same, there has been increasing U.S. federal and state legislative and enforcement interest with respect to drug pricing. In particular, U.S. federal prosecutors recently issued subpoenas to pharmaceutical companies, including Mylan, seeking information about their drug pricing practices, among other issues, and members of the U.S. Congress have sought information from certain pharmaceutical companies, including Mylan, relating to drug-price increases. Additionally, there have been several recent U.S. Congressional inquiries and proposed bills designed to, among other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. For example, in late 2015 the U.S. House of Representatives formed an Affordable Drug Pricing Task Force to advance legislation intended to control pharmaceutical drug costs and investigate pharmaceutical drug pricing. Since then, both the U.S. House of Representatives and the U.S. Senate have conducted numerous hearings with respect to pharmaceutical drug pricing practices, including in connection with the investigation of specific price increases by several pharmaceutical companies such as Mylan. In addition to the effects of any investigations or claims brought against the Company described above, our revenue and future profitability could also be negatively affected if any such inquiries, of us or

~~of other pharmaceutical companies or the industry more generally, were to result in legislative or regulatory proposals that limit our ability to increase the prices of our products.~~

~~Any of the events or developments described above could have a material adverse impact on our business, financial condition or results of operations, as well as on our reputation.~~amended.



ITEM 6. EXHIBITS
10.1	~~Facilities Agreement, dated December 17, 2014, among Meda AB (publ),~~Amendment to Amended and Restated 2003 Long-Term Incentive Plan, adopted as ~~borrower, certain lenders party thereto, and Danske Bank A/S, as agent.~~of February 23, 2017*

10.2	~~Amendment Letter, dated October 29, 2015, to~~ Form of Restricted Stock Unit Award Agreement under the ~~Facilities Agreement, dated December 17, 2014, among Meda AB (publ), as borrower, certain lenders party thereto,~~2003 Long-Term Incentive Plan for Heather Bresch and ~~Danske Bank A/S, as agent.~~Rajiv Malik for awards granted on or after February 23, 2017*

10.3	~~Amendment~~ Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Waiver Letter, dated August 30, 2016, to the Facilities Agreement, dated December 17, 2014, as amended by the Amendment Letter, dated October 29, 2015, among Meda AB (publ), as borrower, certain lenders party thereto, and Danske Bank A/S, as agent.Rajiv Malik for awards granted on or after February 23, 2017*

10.4	~~Loan~~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*

10.5	Executive Employment Agreement, dated ~~September 17, 2014,~~March 24, 2017 and effective April 1, 2017, between ~~Meda AB (publ), as borrower,~~Mylan Inc. and ~~AB Svensk Exportkredit (publ), as lender.~~ Daniel M. Gallagher*

10.6	Transition and Succession Agreement, dated March 24, 2017, between Mylan Inc. and Daniel M. Gallagher*

10.7	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*

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*	Denotes management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Mylan N.V. (Registrant)

	By:	/s/ ~~Heather Bresch~~HEATHER BRESCH
		Heather Bresch
		Chief Executive Officer
		(Principal Executive Officer)

~~November 9, 2016~~May 10, 2017



		/s/ ~~Kenneth~~KENNETH S. ~~Parks~~PARKS
		Kenneth S. Parks
		Chief Financial Officer
		(Principal Financial Officer)

~~November 9, 2016~~May 10, 2017

EXHIBIT INDEX



10.1	~~Facilities Agreement, dated December 17, 2014, among Meda AB (publ),~~Amendment to Amended and Restated 2003 Long-Term Incentive Plan, adopted as ~~borrower, certain lenders party thereto, and Danske Bank A/S, as agent.~~of February 23, 2017*

10.2	~~Amendment Letter, dated October 29, 2015, to~~ Form of Restricted Stock Unit Award Agreement under the ~~Facilities Agreement, dated December 17, 2014, among Meda AB (publ), as borrower, certain lenders party thereto,~~2003 Long-Term Incentive Plan for Heather Bresch and ~~Danske Bank A/S, as agent.~~Rajiv Malik for awards granted on or after February 23, 2017*

10.3	~~Amendment~~ Form of Performance-Based Restricted Stock Unit Award Agreement under the 2003 Long-Term Incentive Plan for Heather Bresch and Waiver Letter, dated August 30, 2016, to the Facilities Agreement, dated December 17, 2014, as amended by the Amendment Letter, dated October 29, 2015, among Meda AB (publ), as borrower, certain lenders party thereto, and Danske Bank A/S, as agent.Rajiv Malik for awards granted on or after February 23, 2017*

10.4	~~Loan~~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*

10.5	Executive Employment Agreement, dated ~~September 17, 2014,~~March 24, 2017 and effective April 1, 2017, between ~~Meda AB (publ), as borrower,~~Mylan Inc. and ~~AB Svensk Exportkredit (publ), as lender.~~ Daniel M. Gallagher*

10.6	Transition and Succession Agreement, dated March 24, 2017, between Mylan Inc. and Daniel M. Gallagher*

10.7	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*

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*	Denotes management contract or compensatory plan or arrangement.

9270



The Netherlands		98-1189497
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Large accelerated filer	þ	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to us the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



		Page
	PART I — FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations — Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	3
	Condensed Consolidated Statements of Comprehensive Earnings — Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	4
	Condensed Consolidated Balance Sheets — ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016	5
	Condensed Consolidated Statements of Cash Flows — ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6152

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	8766

ITEM 4.	Controls and Procedures	8766

	PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings	8968

ITEM 1A.	Risk Factors	8968

ITEM 6.	Exhibits	9068

SIGNATURES		9169


	Three Months Ended					Nine Months Ended						Three Months Ended
	September 30,					September 30,						March 31,
	2016			2015		2016			2015			2017		2016
Revenues:
Net sales	$	3,029.5		$	2,676.2	$	7,745.5		$	6,887.8		$	2,687.4	$	2,176.1
Other revenues	27.6			19.0		63.6			50.8			32.1		15.2
Total revenues	3,057.1			2,695.2		7,809.1			6,938.6			2,719.5		2,191.3
Cost of sales	1,773.8			1,379.9		4,447.1			3,785.1			1,634.5		1,284.3
Gross profit	1,283.3			1,315.3		3,362.0			3,153.5			1,085.0		907.0
Operating expenses:
Research and development	199.1			174.8		632.2			512.9			217.5		253.6
Selling, general and administrative	656.9			537.1		1,787.6			1,584.5			631.3		549.3
Litigation settlements and other contingencies, net	558.0			2.3		556.4			19.1			9.0		(1.5		)
Total operating expenses	1,414.0			714.2		2,976.2			2,116.5			857.8		801.4
(Loss) earnings from operations	(130.7		)	601.1		385.8			1,037.0
Earnings from operations												227.2		105.6
Interest expense	144.4			95.1		305.0			268.5			138.2		70.3
Other expense, net	50.2			50.9		184.0			71.4			17.4		16.3
(Loss) earnings before income taxes and noncontrolling interest	(325.3		)	455.1		(103.2		)	697.1
Income tax (benefit) provision	(205.5		)	26.5		(165.7		)	44.0
Net (loss) earnings	(119.8		)	428.6		62.5			653.1
Net earnings attributable to the noncontrolling interest	—			—		—			(0.1		)
Net (loss) earnings attributable to Mylan N.V. ordinary shareholders	$	(119.8	)	$	428.6	$	62.5		$	653.0
(Loss) earnings per ordinary share attributable to Mylan N.V. ordinary shareholders:
Earnings before income taxes												71.6		19.0
Income tax provision												5.2		5.1
Net earnings												$	66.4	$	13.9
Earnings per ordinary share:
Basic	$	(0.23	)	$	0.87	$	0.12		$	1.40		$	0.12	$	0.03
Diluted	$	(0.23	)	$	0.83	$	0.12		$	1.32		$	0.12	$	0.03
Weighted average ordinary shares outstanding:
Basic	523.6			490.5		505.9			466.2			534.5		489.8
Diluted	523.6			514.0		515.2			493.2			536.9		509.6



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015

Net (loss) earnings	$	(119.8	)	$	428.6		$	62.5		$	653.1
Other comprehensive earnings (loss), before tax:
Foreign currency translation adjustment	290.6			(148.4		)	645.5			(526.7		)
Change in unrecognized gain (loss) and prior service cost related to defined benefit plans	0.1			—			(0.3		)	3.9
Net unrecognized gain (loss) on derivatives in cash flow hedging relationships	22.8			(84.2		)	(22.9		)	(67.4		)
Net unrecognized loss on derivatives in net investment hedging relationships	(10.4		)	—			(10.4		)	—
Net unrealized gain (loss) on marketable securities	21.5			(0.2		)	32.5			(0.4		)
Other comprehensive earnings (loss), before tax	324.6			(232.8		)	644.4			(590.6		)
Income tax provision (benefit)	13.7			(30.8		)	0.5			(24.0		)
Other comprehensive earnings (loss), net of tax	310.9			(202.0		)	643.9			(566.6		)
Comprehensive earnings	191.1			226.6			706.4			86.5
Comprehensive earnings attributable to the noncontrolling interest	—			—			—			(0.1		)
Comprehensive earnings attributable to Mylan N.V. ordinary shareholders	$	191.1		$	226.6		$	706.4		$	86.4



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	September 30, 2016			December 31, 2015			March 31, 2017			December 31, 2016
ASSETS
Assets
Current assets:
Cash and cash equivalents	$	1,256.6		$	1,236.0		$	723.8		$	998.8
Accounts receivable, net	3,098.9			2,689.1			2,872.0			3,310.9
Inventories	2,687.5			1,951.0			2,547.8			2,456.4
Prepaid expenses and other current assets	922.1			596.6			921.9			756.4
Total current assets	7,965.1			6,472.7			7,065.5			7,522.5
Property, plant and equipment, net	2,284.2			1,983.9			2,338.0			2,322.2
Intangible assets, net	15,613.4			7,221.9			14,370.0			14,447.8
Goodwill	9,633.1			5,380.1			9,394.1			9,231.9
Deferred income tax benefit	441.8			457.6			564.0			633.2
Other assets	600.9			751.5			541.0			568.6
Total assets	$	36,538.5		$	22,267.7		$	34,272.6		$	34,726.2

LIABILITIES AND EQUITY
Liabilities
Current liabilities:
Trade accounts payable	$	1,254.9		$	1,109.6		$	1,141.4		$	1,348.1
Short-term borrowings	54.2			1.3			31.0			46.4
Income taxes payable	164.5			92.4			31.0			97.7
Current portion of long-term debt and other long-term obligations	4,434.6			1,077.0			294.4			290.0
Other current liabilities	3,645.8			1,841.9			3,026.4			3,258.5
Total current liabilities	9,554.0			4,122.2			4,524.2			5,040.7
Long-term debt	11,328.6			6,295.6			14,700.8			15,202.9
Deferred income tax liability	2,189.6			718.1			2,019.1			2,006.4
Other long-term obligations	1,637.5			1,366.0			1,372.5			1,358.6
Total liabilities	24,709.7			12,501.9			22,616.6			23,608.6
Equity
Mylan N.V. shareholders’ equity
Ordinary shares — nominal value €0.01 per ordinary share
Shares authorized: 1,200,000,000
Shares issued: 536,384,447 and 491,928,095 as of September 30, 2016 and December 31, 2015	6.0			5.5
Shares issued: 537,237,925 and 536,639,291 as of March 31, 2017 and December 31, 2016							6.0			6.0
Additional paid-in capital	8,484.6			7,128.6			8,522.0			8,499.3
Retained earnings	4,524.6			4,462.1			5,008.5			4,942.1
Accumulated other comprehensive loss	(1,120.4		)	(1,764.3		)	(1,813.0		)	(2,263.7		)
	11,894.8			9,831.9			11,723.5			11,183.7
Noncontrolling interest	1.5			1.4			—			1.4
Less: Treasury stock — at cost
Shares: 1,311,193 as of September 30, 2016 and December 31, 2015	67.5			67.5
Ordinary shares: 1,311,193 as of March 31, 2017 and December 31, 2016							67.5			67.5
Total equity	11,828.8			9,765.8			11,656.0			11,117.6
Total liabilities and equity	$	36,538.5		$	22,267.7		$	34,272.6		$	34,726.2



(In millions)	March 31, 2017		December 31, 2016
Trade receivables, net	$	2,568.2	$	3,015.4
Other receivables	303.8		295.5
Accounts receivable, net	$	2,872.0	$	3,310.9



(In millions)
Current assets (excluding inventories and net of cash acquired)	$	470.2
Inventories	465.7
Property, plant and equipment	177.5
Identified intangible assets	8,060.7
Goodwill	3,677.6
Other assets	9.3
Total assets acquired	12,861.0
Current liabilities	(1,088.4		)
Long-term debt, including current portion	(2,864.6		)
Deferred tax liabilities	(1,628.1		)
Pension and other postretirement benefits	(322.3		)
Other noncurrent liabilities	(36.5		)
Net assets acquired	$	6,921.1



(In millions)	Preliminary Purchase Price Allocation as of December 31, 2016 ^(a)			Measurement Period Adjustments ^(b)			Preliminary Purchase Price Allocation as of March 31, 2017 (as adjusted)
Current assets (excluding inventories and net of cash acquired)	$	482.5		$	—		$	482.5
Inventories	463.1			—			463.1
Property, plant and equipment	177.5			—			177.5
Identified intangible assets	8,060.7			—			8,060.7
Goodwill	3,676.9			1.7			3,678.6
Other assets	9.5			—			9.5
Total assets acquired	12,870.2			1.7			12,871.9
Current liabilities	(1,105.9		)	—			(1,105.9		)
Long-term debt, including current portion	(2,864.6		)	—			(2,864.6		)
Deferred tax liabilities	(1,613.9		)	(1.7		)	(1,615.6		)
Pension and other postretirement benefits	(322.3		)	—			(322.3		)
Other noncurrent liabilities	(42.4		)	—			(42.4		)
Net assets acquired	$	6,921.1		$	—		$	6,921.1


^(a)	As previously reported in the Company’s December 31, 2016 Annual Report on Form 10-K, as amended.


^(b)	The measurement period adjustments were recorded in the first quarter of 2017 and are primarily related to certain income tax adjustments to reflect facts and circumstances that existed as of the acquisition date.


(In millions)
Current assets (excluding inventories)	$	68.8		$	57.7
Inventories	74.2			74.2
Property, plant and equipment	54.8			54.8
Identified intangible assets	467.0			467.0
In-process research and development	275.0			275.0
Goodwill	307.3			318.6
Other assets	0.9			0.1
Total assets acquired	1,248.0			1,247.4
Current liabilities	(65.0		)	(74.2		)
Deferred tax liabilities	(203.6		)	(194.6		)
Other noncurrent liabilities	(6.7		)	(5.9		)
Net assets acquired	$	972.7		$	972.7


^(a)	~~As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended.~~


1.	General


2.	Revenue Recognition and Accounts Receivable


3.	Recent Accounting Pronouncements


4.	Acquisitions and Other Transactions



	Number of Shares Under Stock Awards		Weighted Average Exercise Price per Share
Outstanding at December 31, 2015	7,732,499		$	31.85
Granted	780,254		46.15
Exercised	(496,440	)	23.52
Forfeited	(166,571	)	51.26
Outstanding at September 30, 2016	7,849,742		$	33.39
Vested and expected to vest at September 30, 2016	7,537,727		$	32.78
Exercisable at September 30, 2016	5,704,835		$	27.71



	Number of Shares Under Stock Awards		Weighted Average Exercise Price per Share
Outstanding at December 31, 2016	7,699,441		$	33.38
Granted	706,995		45.02
Exercised	(242,795	)	21.27
Forfeited	(161,159	)	50.43
Outstanding at March 31, 2017	8,002,482		$	34.43
Vested and expected to vest at March 31, 2017	7,723,468		$	33.98
Exercisable at March 31, 2017	5,976,527		$	30.24


	Number of Restricted Stock Awards		Weighted Average Grant-Date Fair Value per Share		Number of Restricted Stock Awards		Weighted Average Grant-Date Fair Value per Share
Nonvested at December 31, 2015	4,474,436		$	40.70
Nonvested at December 31, 2016					5,667,830		$	42.46
Granted	2,619,679		45.15		1,255,062		45.17
Released	(1,072,156	)	41.95		(483,902	)	52.54
Forfeited	(326,916	)	41.65		(117,259	)	49.99
Nonvested at September 30, 2016	5,695,043		$	42.49
Nonvested at March 31, 2017					6,321,731		$	42.09



Property, plant and equipment:
Land and improvements	$	145.0	$	124.5
Buildings and improvements	1,074.9		950.6
Machinery and equipment	2,215.6		1,928.4
Construction in progress	344.8		290.5
Gross property, plant and equipment	3,780.3		3,294.0
Accumulated depreciation	1,496.1		1,310.1
Property, plant and equipment, net	$	2,284.2	$	1,983.9



Other current liabilities:
Legal and professional accruals, including litigation accruals	$	610.8	$	122.6
Payroll and employee benefit plan accruals	429.7		367.9
Accrued sales allowances	824.1		681.8
Accrued interest	114.3		25.1
Fair value of financial instruments	25.2		19.8
Compulsory acquisition proceeding	431.0		—
Other	1,210.7		624.7
	$	3,645.8	$	1,841.9



(In millions)	March 31, 2017		December 31, 2016
Prepaid expenses	$	177.0	$	169.1
Restricted cash	135.8		148.1
Available-for-sale securities	91.3		83.7
Fair value of financial instruments	88.2		62.2
Trading securities	30.7		29.6
Other current assets	398.9		263.7
Prepaid expenses and other current assets	$	921.9	$	756.4



(In millions)	September 30, 2016		December 31, 2015
Clean Energy Investments:
Other assets	$	337.6	$	379.3
Total liabilities	382.0		419.3
Other current liabilities	64.1		62.3
Other long-term obligations	317.9		357.0
Sagent Agila:
Other assets	$	80.0	$	96.2


9.	Earnings per Ordinary Share ~~Attributable to Mylan N.V.~~


Diluted (loss) earnings attributable to Mylan N.V. ordinary shareholders (numerator):
Net (loss) earnings attributable to Mylan N.V. ordinary shareholders	$	(119.8	)	$	428.6	$	62.5	$	653.0
Diluted earnings (numerator):
Net earnings										$	66.4	$	13.9
Shares (denominator):
Weighted average ordinary shares outstanding	523.6			490.5		505.9		466.2		534.5		489.8
Share-based awards and warrants	—			23.5		9.3		27.0		2.4		19.8
Total dilutive shares outstanding	523.6			514.0		515.2		493.2		536.9		509.6
Diluted (loss) earnings per ordinary share attributable to Mylan N.V. ordinary shareholders	$	(0.23	)	$	0.83	$	0.12	$	1.32
Diluted earnings per ordinary share										$	0.12	$	0.03



(In millions)	North America Segment			Europe Segment			Rest of World Segment			Total
Balance at December 31, 2016:
Goodwill	$	3,990.4		$	3,859.1		$	1,767.4		$	9,616.9
Accumulated impairment losses	(385.0		)	—			—			(385.0		)
	3,605.4			3,859.1			1,767.4			9,231.9
Reclassifications⁽¹⁾	(199.0		)	373.2			(174.2		)	—
Measurement period adjustments	—			1.7			—			1.7
Divestiture	—			(1.3		)	—			(1.3		)
Foreign currency translation	6.6			77.7			77.5			161.8
	$	3,413.0		$	4,310.4		$	1,670.7		$	9,394.1
Balance at March 31, 2017:
Goodwill	$	3,798.0		$	4,310.4		$	1,670.7		$	9,779.1
Accumulated impairment losses	(385.0		)	—			—			(385.0		)
	$	3,413.0		$	4,310.4		$	1,670.7		$	9,394.1


⁽¹⁾	The reclassifications in the current quarter relate to the allocation of goodwill for the Meda acquisition.



(In millions)	Weighted Average Life (Years)	Original Cost		Accumulated Amortization		Net Book Value
March 31, 2017
Amortized intangible assets:
Product rights and licenses	15	$	17,300.9	$	3,986.2	$	13,314.7
Patents and technologies	20	116.6		109.6		7.0
Other⁽¹⁾	6	468.8		354.7		114.1
		17,886.3		4,450.5		13,435.8
In-process research and development		934.2		—		934.2
		$	18,820.5	$	4,450.5	$	14,370.0
December 31, 2016
Amortized intangible assets:
Product rights and licenses	15	$	16,968.4	$	3,585.7	$	13,382.7
Patents and technologies	20	116.6		108.5		8.1
Other ⁽¹⁾	6	465.9		330.0		135.9
		17,550.9		4,024.2		13,526.7
In-process research and development		921.1		—		921.1
		$	18,472.0	$	4,024.2	$	14,447.8


⁽¹⁾	Other intangible assets consist principally of customer lists, contractual rights and other contracts.



(In millions)	Generics Segment		Specialty Segment			Total
Balance at December 31, 2015:
Goodwill	$	5,031.0	$	734.1		$	5,765.1
Accumulated impairment losses	—		(385.0		)	(385.0		)
	5,031.0		349.1			5,380.1
Acquisitions ⁽¹⁾	3,984.9		—			3,984.9
Measurement period adjustments	8.1		—			8.1
Foreign currency translation	260.0		—			260.0
	$	9,284.0	$	349.1		$	9,633.1
Balance at September 30, 2016:
Goodwill	$	9,284.0	$	734.1		$	10,018.1
Accumulated impairment losses	—		(385.0		)	(385.0		)
	$	9,284.0	$	349.1		$	9,633.1


⁽¹⁾	~~Includes goodwill related to the acquisition of Meda and the Topicals Business totaling $3.68 billion and $307.3 million, respectively.~~


⁽¹⁾	~~Other intangible assets consist principally of customer lists, contractual rights and other contracts.~~


	Asset Derivatives						Asset Derivatives
	September 30, 2016			December 31, 2015			March 31, 2017			December 31, 2016
(In millions)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Prepaid expenses and other current assets	$	66.4	Prepaid expenses and other current assets	$	36.3	Prepaid expenses and other current assets	$	23.9	Prepaid expenses and other current assets	$	26.2
Foreign currency forward contracts	Prepaid expenses and other current assets	27.2		Prepaid expenses and other current assets	8.4		Prepaid expenses and other current assets	47.5		Prepaid expenses and other current assets	21.9
Total		$	93.6		$	44.7		$	71.4		$	48.1



	Liability Derivatives
	September 30, 2016			December 31, 2015
(In millions)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Other current liabilities	$	1.7	Other current liabilities	$	10.5
Total		$	1.7		$	10.5



	Location of (Loss) Gain Recognized in Earnings on Derivatives	Amount of (Loss) Gain Recognized in Earnings on Derivatives
(In millions)		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2016			2015		2016		2015
Interest rate swaps	Interest expense	$	(9.7	)	$	29.5	$	30.2	$	34.1
Total		$	(9.7	)	$	29.5	$	30.2	$	34.1



	Location of Gain (Loss) Recognized in Earnings on Hedged Items	Amount of Gain (Loss) Recognized in Earnings on Hedged Items
(In millions)		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2016		2015			2016			2015
2023 Senior Notes (3.125% coupon)	Interest expense	$	9.7	$	(25.0	)	$	(30.2	)	$	(20.4	)
Total		$	9.7	$	(25.0	)	$	(30.2	)	$	(20.4	)