• Drug Manufacturers - Specialty & Generic
  • Healthcare
Viatris Inc. logo
Viatris Inc.
VTRS · US · NASDAQ
11.4
USD
-0.17
(1.49%)
Executives
Name Title Pay
Mr. Brian S. Roman Chief Legal Officer 2.51M
Mr. Paul B. Campbell Chief Accounting Officer, Senior Vice President & Corporate Controller --
Dr. Jeffrey Nau MMS, Ph.D. President of Viatris Eye Care Division --
Mr. Menassie Taddese M.B.A. President of Emerging Markets --
Mr. Derek Glover Chief Quality Officer --
Mr. Scott Andrew Smith Chief Executive Officer & Director 5.07M
Ms. Theodora Mistras Chief Financial Officer --
Mr. Ramkumar V. Rayapureddy Chief Information Officer --
Mr. Andrew Enrietti Chief People Officer --
Ms. Lara Ramsburg Chief Corporate Affairs Officer --
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-06-13 Malik Rajiv director D - S-Sale Common Stock 85660 10.5153
2024-06-14 Malik Rajiv director D - S-Sale Common Stock 264300 10.1789
2024-06-03 Vivaldi Coelho Rogerio director A - A-Award Restricted Stock Units 21267 0
2024-06-03 Vivaldi Coelho Rogerio - 0 0
2024-05-28 Roman Brian Chief Legal Officer D - S-Sale Common Stock 89419 10.3829
2024-04-18 Le Goff Corinne Chief Commercial Officer A - A-Award Restricted Stock Units 110162 0
2024-04-18 Le Goff Corinne Chief Commercial Officer A - A-Award Restricted Stock Units 78688 0
2024-04-15 Le Goff Corinne - 0 0
2024-04-02 Malik Rajiv director A - A-Award Restricted Stock Units 18845 0
2024-03-13 Mauro Anthony See Remarks D - S-Sale Common Stock 250000 12.0948
2024-03-04 Campbell Paul See Remarks A - M-Exempt Common Stock 17872 0
2024-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 74450 0
2024-03-04 Campbell Paul See Remarks A - M-Exempt Common Stock 1555 0
2024-03-04 Campbell Paul See Remarks D - F-InKind Common Stock 681 12.36
2024-03-04 Campbell Paul See Remarks D - F-InKind Common Stock 7827 12.36
2024-03-03 Campbell Paul See Remarks A - M-Exempt Common Stock 17689 0
2024-03-03 Campbell Paul See Remarks A - M-Exempt Common Stock 871 0
2024-03-03 Campbell Paul See Remarks D - F-InKind Common Stock 382 12.59
2024-03-03 Campbell Paul See Remarks D - F-InKind Common Stock 7747 12.59
2024-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 13996 0
2024-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 1851 0
2024-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 811 12.59
2024-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 6129 12.59
2024-03-05 Campbell Paul See Remarks D - S-Sale Common Stock 24353 12.33
2024-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 32602 12.59
2024-03-02 Campbell Paul See Remarks A - A-Award Performance Restricted Stock Units 74450 0
2024-03-04 Campbell Paul See Remarks A - A-Award Restricted Stock Units 51325 0
2024-03-03 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 17689 0
2024-03-04 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 17872 0
2024-03-03 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 870.8943 0
2024-03-04 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 1554.2209 0
2024-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 13996 0
2024-03-02 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 1850.6363 0
2024-03-02 Campbell Paul See Remarks D - M-Exempt Performance Restricted Stock Units 74450 0
2024-03-04 Mauro Anthony See Remarks A - M-Exempt Common Stock 36601 0
2024-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 158824 0
2024-03-04 Mauro Anthony See Remarks A - M-Exempt Common Stock 3183 0
2024-03-04 Mauro Anthony See Remarks D - F-InKind Common Stock 1385 12.36
2024-03-04 Mauro Anthony See Remarks D - F-InKind Common Stock 15918 12.36
2024-03-03 Mauro Anthony See Remarks A - M-Exempt Common Stock 36059 0
2024-03-03 Mauro Anthony See Remarks A - M-Exempt Common Stock 1776 0
2024-03-03 Mauro Anthony See Remarks D - F-InKind Common Stock 773 12.59
2024-03-03 Mauro Anthony See Remarks D - F-InKind Common Stock 15683 12.59
2024-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 29858 0
2024-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 3948 0
2024-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 1717 12.59
2024-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 12986 12.59
2024-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 69073 12.59
2024-03-02 Mauro Anthony See Remarks A - A-Award Performance Restricted Stock Units 158824 0
2024-03-03 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 36059 0
2024-03-04 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 36601 0
2024-03-03 Mauro Anthony See Remarks D - M-Exempt Dividend Equivalent Units 1775.3811 0
2024-03-04 Mauro Anthony See Remarks D - M-Exempt Dividend Equivalent Units 3182.9371 0
2024-03-02 Mauro Anthony See Remarks D - M-Exempt Performance Restricted Stock Units 158824 0
2024-03-02 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 29858 0
2024-03-02 Mauro Anthony See Remarks D - M-Exempt Dividend Equivalent Units 3947.3878 0
2024-03-04 Roman Brian Global General Counsel A - M-Exempt Common Stock 17157 0
2024-03-02 Roman Brian Global General Counsel A - M-Exempt Common Stock 69486 0
2024-03-04 Roman Brian Global General Counsel A - M-Exempt Common Stock 1493 0
2024-03-04 Roman Brian Global General Counsel D - F-InKind Common Stock 654 12.36
2024-03-04 Roman Brian Global General Counsel D - F-InKind Common Stock 7514 12.36
2024-03-03 Roman Brian Global General Counsel A - M-Exempt Common Stock 16772 0
2024-03-03 Roman Brian Global General Counsel A - M-Exempt Common Stock 826 0
2024-03-03 Roman Brian Global General Counsel D - F-InKind Common Stock 362 12.59
2024-03-03 Roman Brian Global General Counsel D - F-InKind Common Stock 7345 12.59
2024-03-02 Roman Brian Global General Counsel A - M-Exempt Common Stock 13063 0
2024-03-02 Roman Brian Global General Counsel A - M-Exempt Common Stock 1728 0
2024-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 757 12.59
2024-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 5721 12.59
2024-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 30449 12.59
2024-03-04 Roman Brian Global General Counsel A - A-Award Restricted Stock Units 70085 0
2024-03-02 Roman Brian Global General Counsel A - A-Award Performance Restricted Stock Units 69486 0
2024-03-03 Roman Brian Global General Counsel D - M-Exempt Restricted Stock Units 16772 0
2024-03-04 Roman Brian Global General Counsel D - M-Exempt Restricted Stock Units 17157 0
2024-03-03 Roman Brian Global General Counsel D - M-Exempt Dividend Equivalent Units 825.3923 0
2024-03-04 Roman Brian Global General Counsel D - M-Exempt Dividend Equivalent Units 1492.3 0
2024-03-02 Roman Brian Global General Counsel D - M-Exempt Performance Restricted Stock Units 69486 0
2024-03-02 Roman Brian Global General Counsel D - M-Exempt Dividend Equivalent Units 1727.0539 0
2024-03-02 Roman Brian Global General Counsel D - M-Exempt Restricted Stock Units 13063 0
2024-03-03 CORNWELL W DON director A - M-Exempt Common Stock 885 0
2024-03-03 CORNWELL W DON director A - M-Exempt Common Stock 17970 0
2024-03-04 CORNWELL W DON director A - A-Award Restricted Stock Units 18204 0
2024-03-03 CORNWELL W DON director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 CORNWELL W DON director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-03 FINNEY ELISHA W director A - M-Exempt Common Stock 885 0
2024-03-04 FINNEY ELISHA W director A - A-Award Restricted Stock Units 18204 0
2024-03-03 FINNEY ELISHA W director A - M-Exempt Common Stock 17970 0
2024-03-03 FINNEY ELISHA W director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 FINNEY ELISHA W director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-03 Groothuis Leo Frans director A - M-Exempt Common Stock 530 0
2024-03-03 Groothuis Leo Frans director D - F-InKind Common Stock 8 12.59
2024-03-03 Groothuis Leo Frans director A - M-Exempt Common Stock 21954 0
2024-03-03 Groothuis Leo Frans director D - F-InKind Common Stock 330 12.59
2024-03-04 Groothuis Leo Frans director A - A-Award Restricted Stock Units 18204 0
2024-03-03 Groothuis Leo Frans director D - M-Exempt Restricted Stock Units 21954 0
2024-03-03 Groothuis Leo Frans director D - M-Exempt Dividend Equivalent Units 529.3225 0
2024-03-03 KORMAN HARRY director A - M-Exempt Common Stock 885 0
2024-03-03 KORMAN HARRY director A - M-Exempt Common Stock 17970 0
2024-03-04 KORMAN HARRY director A - A-Award Restricted Stock Units 18204 0
2024-03-03 KORMAN HARRY director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 KORMAN HARRY director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 KILTS JAMES M director A - M-Exempt Common Stock 885 0
2024-03-03 KILTS JAMES M director A - M-Exempt Common Stock 17970 0
2024-03-04 KILTS JAMES M director A - A-Award Restricted Stock Units 18204 0
2024-03-03 KILTS JAMES M director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 KILTS JAMES M director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-03 Lyons Dillon JoEllen director A - M-Exempt Common Stock 885 0
2024-03-03 Lyons Dillon JoEllen director A - M-Exempt Common Stock 17970 0
2024-03-05 Lyons Dillon JoEllen director D - S-Sale Common Stock 20000 12.36
2024-03-04 Lyons Dillon JoEllen director A - A-Award Restricted Stock Units 18204 0
2024-03-03 Lyons Dillon JoEllen director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 Lyons Dillon JoEllen director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-03 PARRISH MARK W director A - M-Exempt Common Stock 885 0
2024-03-03 PARRISH MARK W director A - M-Exempt Common Stock 17970 0
2024-03-04 PARRISH MARK W director A - A-Award Restricted Stock Units 18204 0
2024-03-03 PARRISH MARK W director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 PARRISH MARK W director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-03 MARK RICHARD A director A - M-Exempt Common Stock 885 0
2024-03-03 MARK RICHARD A director A - M-Exempt Common Stock 17970 0
2024-03-04 MARK RICHARD A director A - A-Award Restricted Stock Units 18204 0
2024-03-03 MARK RICHARD A director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 MARK RICHARD A director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-03 HIGGINS MELINA E director A - M-Exempt Common Stock 885 0
2024-03-03 HIGGINS MELINA E director A - M-Exempt Common Stock 17970 0
2024-03-04 HIGGINS MELINA E director A - A-Award Restricted Stock Units 18204 0
2024-03-03 HIGGINS MELINA E director D - M-Exempt Restricted Stock Units 17970 0
2024-03-03 HIGGINS MELINA E director D - M-Exempt Dividend Equivalent Units 884.8005 0
2024-03-04 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 658 0
2024-03-04 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 7564 0
2024-03-03 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 671 0
2024-03-03 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 13627 0
2024-03-04 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 17755 12.5394
2024-03-04 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 3777 12.3582
2024-03-02 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 952 0
2024-03-02 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 7195 0
2024-03-02 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 17011 0
2024-03-04 Ni Xiangyang (Sean) President, Greater China A - A-Award Restricted Stock Units 37945 0
2024-03-03 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 13627 0
2024-03-02 Ni Xiangyang (Sean) President, Greater China A - A-Award Performance Restricted Stock Units 17011 0
2024-03-04 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 7564 0
2024-03-03 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 670.8843 0
2024-03-04 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 657.6525 0
2024-03-02 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Performance Restricted Stock Units 17011 0
2024-03-02 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 951.2812 0
2024-03-02 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 7195 0
2024-03-04 Malik Rajiv President A - M-Exempt Common Stock 82353 0
2024-03-02 Malik Rajiv President A - M-Exempt Common Stock 357353 0
2024-03-04 Malik Rajiv President A - M-Exempt Common Stock 7161 0
2024-03-04 Malik Rajiv President D - F-InKind Common Stock 3115 12.36
2024-03-04 Malik Rajiv President D - F-InKind Common Stock 35816 12.36
2024-03-03 Malik Rajiv President A - M-Exempt Common Stock 81762 0
2024-03-03 Malik Rajiv President A - M-Exempt Common Stock 4026 0
2024-03-03 Malik Rajiv President D - F-InKind Common Stock 1751 12.59
2024-03-03 Malik Rajiv President D - F-InKind Common Stock 35559 12.59
2024-03-02 Malik Rajiv President A - M-Exempt Common Stock 67180 0
2024-03-02 Malik Rajiv President A - M-Exempt Common Stock 8883 0
2024-03-02 Malik Rajiv President D - F-InKind Common Stock 3864 12.59
2024-03-02 Malik Rajiv President D - F-InKind Common Stock 29217 12.59
2024-03-02 Malik Rajiv President D - F-InKind Common Stock 155413 12.59
2024-03-02 Malik Rajiv President A - A-Award Performance Restricted Stock Units 357353 0
2024-03-03 Malik Rajiv President D - M-Exempt Restricted Stock Units 81762 0
2024-03-04 Malik Rajiv President D - M-Exempt Restricted Stock Units 82353 0
2024-03-03 Malik Rajiv President D - M-Exempt Dividend Equivalent Units 4025.2074 0
2024-03-04 Malik Rajiv President D - M-Exempt Dividend Equivalent Units 7160.2231 0
2024-03-02 Malik Rajiv President D - M-Exempt Performance Restricted Stock Units 357353 0
2024-03-02 Malik Rajiv President D - M-Exempt Restricted Stock Units 67180 0
2024-03-02 Malik Rajiv President D - M-Exempt Dividend Equivalent Units 8882.3848 0
2024-03-04 Smith Scott Andrew Chief Executive Officer A - A-Award Restricted Stock Units 277509 0
2024-03-03 Smith Scott Andrew Chief Executive Officer D - M-Exempt Restricted Stock Units 135829 0
2024-03-03 Smith Scott Andrew Chief Executive Officer A - M-Exempt Common Stock 135829 0
2024-03-03 Smith Scott Andrew Chief Executive Officer A - M-Exempt Common Stock 4898 0
2024-03-03 Smith Scott Andrew Chief Executive Officer D - F-InKind Common Stock 1928 12.59
2024-03-03 Smith Scott Andrew Chief Executive Officer D - F-InKind Common Stock 53449 12.59
2024-03-03 Smith Scott Andrew Chief Executive Officer D - M-Exempt Dividend Equivalent Units 4897.2647 0
2024-03-04 Mistras Theodora Chief Financial Officer A - A-Award Restricted Stock Units 93447 0
2024-03-04 Cuneo Andrew See Remarks A - M-Exempt Common Stock 6291 0
2024-03-03 Cuneo Andrew See Remarks A - M-Exempt Common Stock 12579 0
2024-03-04 Cuneo Andrew See Remarks A - M-Exempt Common Stock 547 0
2024-03-04 Cuneo Andrew See Remarks D - F-InKind Common Stock 243 12.36
2024-03-04 Cuneo Andrew See Remarks D - F-InKind Common Stock 2791 12.36
2024-03-03 Cuneo Andrew See Remarks A - M-Exempt Common Stock 620 0
2024-03-03 Cuneo Andrew See Remarks D - F-InKind Common Stock 275 12.59
2024-03-03 Cuneo Andrew See Remarks D - F-InKind Common Stock 5579 12.59
2024-03-02 Cuneo Andrew See Remarks A - M-Exempt Common Stock 17372 0
2024-03-02 Cuneo Andrew See Remarks A - M-Exempt Common Stock 7348 0
2024-03-02 Cuneo Andrew See Remarks A - M-Exempt Common Stock 972 0
2024-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 432 12.59
2024-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 3259 12.59
2024-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 7890 12.59
2024-03-04 Cuneo Andrew See Remarks A - A-Award Restricted Stock Units 35397 0
2024-03-03 Cuneo Andrew See Remarks D - M-Exempt Restricted Stock Units 12579 0
2024-03-02 Cuneo Andrew See Remarks A - A-Award Performance Restricted Stock Units 17372 0
2024-03-04 Cuneo Andrew See Remarks D - M-Exempt Restricted Stock Units 6291 0
2024-03-03 Cuneo Andrew See Remarks D - M-Exempt Dividend Equivalent Units 619.0319 0
2024-03-04 Cuneo Andrew See Remarks D - M-Exempt Dividend Equivalent Units 546.7635 0
2024-03-02 Cuneo Andrew See Remarks D - M-Exempt Performance Restricted Stock Units 17372 0
2024-03-02 Cuneo Andrew See Remarks D - M-Exempt Dividend Equivalent Units 971.4053 0
2024-03-02 Cuneo Andrew See Remarks D - M-Exempt Restricted Stock Units 7348 0
2024-03-01 Mistras Theodora Chief Financial Officer D - Restricted Stock Units 46169 0
2024-02-23 Cuneo Andrew See Remarks D - S-Sale Common Stock 4000 13.5
2024-02-15 Cuneo Andrew See Remarks D - S-Sale Common Stock 4000 12.5
2024-01-04 Cuneo Andrew See Remarks D - S-Sale Common Stock 4000 11.5
2023-12-14 Cuneo Andrew See Remarks D - S-Sale Common Stock 4000 10.5
2023-11-23 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 3363 0
2023-11-23 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 29816 0
2023-11-24 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 14937 9.3688
2023-11-23 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 29816 0
2023-11-23 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 3362.9828 0
2023-05-26 Groothuis Leo Frans director A - A-Award Restricted Stock Units 21954 0
2023-05-19 Groothuis Leo Frans - 0 0
2023-04-01 Smith Scott Andrew Chief Executive Officer A - A-Award Restricted Stock Units 407485 0
2023-03-04 KILTS JAMES M director A - M-Exempt Common Stock 705 0
2023-03-04 KILTS JAMES M director A - M-Exempt Common Stock 19608 0
2023-03-03 KILTS JAMES M director A - A-Award Restricted Stock Units 17970 0
2023-03-04 KILTS JAMES M director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 KILTS JAMES M director D - M-Exempt Restricted Stock Units 19608 0
2023-03-04 HIGGINS MELINA E director A - M-Exempt Common Stock 705 0
2023-03-04 HIGGINS MELINA E director A - M-Exempt Common Stock 19608 0
2023-03-03 HIGGINS MELINA E director A - A-Award Restricted Stock Units 17970 0
2023-03-04 HIGGINS MELINA E director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 HIGGINS MELINA E director D - M-Exempt Restricted Stock Units 19608 0
2023-03-03 FINNEY ELISHA W director A - A-Award Restricted Stock Units 17970 0
2023-03-04 MARK RICHARD A director A - M-Exempt Common Stock 705 0
2023-03-04 MARK RICHARD A director A - M-Exempt Common Stock 19608 0
2023-03-03 MARK RICHARD A director A - A-Award Restricted Stock Units 17970 0
2023-03-04 MARK RICHARD A director D - M-Exempt Restricted Stock Units 19608 0
2023-03-04 MARK RICHARD A director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 CORNWELL W DON director A - M-Exempt Common Stock 705 0
2023-03-04 CORNWELL W DON director A - M-Exempt Common Stock 19608 0
2023-03-03 CORNWELL W DON director A - A-Award Restricted Stock Units 17970 0
2023-03-04 CORNWELL W DON director D - M-Exempt Restricted Stock Units 19608 0
2023-03-04 CORNWELL W DON director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 COURY ROBERT J Executive Chairman A - M-Exempt Common Stock 123529 0
2023-03-04 COURY ROBERT J Executive Chairman A - M-Exempt Common Stock 4441 0
2023-03-04 COURY ROBERT J Executive Chairman D - F-InKind Common Stock 2321 11.13
2023-03-04 COURY ROBERT J Executive Chairman D - F-InKind Common Stock 64557 11.13
2023-03-02 COURY ROBERT J Executive Chairman A - M-Exempt Common Stock 100770 0
2023-03-02 COURY ROBERT J Executive Chairman A - M-Exempt Common Stock 7969 0
2023-03-02 COURY ROBERT J Executive Chairman D - F-InKind Common Stock 4124 11.13
2023-03-02 COURY ROBERT J Executive Chairman D - F-InKind Common Stock 52851 11.13
2023-03-03 COURY ROBERT J Executive Chairman A - A-Award Restricted Stock Units 367925 0
2023-03-04 COURY ROBERT J Executive Chairman D - M-Exempt Restricted Stock Units 123529 0
2023-03-02 COURY ROBERT J Executive Chairman D - M-Exempt Restricted Stock Units 100770 0
2023-03-04 COURY ROBERT J Executive Chairman D - M-Exempt Dividend Equivalent Units 4440.4284 0
2023-03-02 COURY ROBERT J Executive Chairman D - M-Exempt Dividend Equivalent Units 7968.3174 0
2023-03-04 Campbell Paul See Remarks A - M-Exempt Common Stock 17872 0
2023-03-04 Campbell Paul See Remarks A - M-Exempt Common Stock 643 0
2023-03-04 Campbell Paul See Remarks D - F-InKind Common Stock 282 11.13
2023-03-04 Campbell Paul See Remarks D - F-InKind Common Stock 7825 11.13
2023-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 13996 0
2023-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 25744 0
2023-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 1107 0
2023-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 485 11.13
2023-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 6128 11.13
2023-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 11251 11.13
2023-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 6865 0
2023-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 3284 11.13
2023-03-03 Campbell Paul See Remarks A - A-Award Restricted Stock Units 53067 0
2023-03-04 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 17872 0
2023-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 13996 0
2023-03-04 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 642.3149 0
2023-03-02 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 1106.6598 0
2023-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 25744 0
2023-03-04 Lyons Dillon JoEllen director A - M-Exempt Common Stock 705 0
2023-03-04 Lyons Dillon JoEllen director A - M-Exempt Common Stock 19608 0
2023-03-04 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 272 0
2023-03-04 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 7563 0
2023-03-06 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 3148 11.0835
2023-03-02 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 570 0
2023-03-02 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 7195 0
2023-03-03 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 3093 11.1798
2023-03-03 Ni Xiangyang (Sean) President, Greater China A - A-Award Restricted Stock Units 40881 0
2023-03-03 Lyons Dillon JoEllen director A - A-Award Restricted Stock Units 17970 0
2023-03-04 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 7563 0
2023-03-02 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 7195 0
2023-03-02 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 569.0806 0
2023-03-04 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 271.6651 0
2023-03-04 Lyons Dillon JoEllen director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 Lyons Dillon JoEllen director D - M-Exempt Restricted Stock Units 19608 0
2023-03-03 Narula Sanjeev Chief Financial Officer A - A-Award Restricted Stock Units 116353 0
2023-03-04 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 38889 0
2023-03-04 Narula Sanjeev Chief Financial Officer D - M-Exempt Restricted Stock Units 38889 0
2023-03-04 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 1398 0
2023-03-04 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 608 11.13
2023-03-04 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 16909 11.13
2023-03-02 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 26125 0
2023-03-02 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 2067 0
2023-03-02 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 899 11.13
2023-03-02 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 11360 11.13
2023-03-02 Narula Sanjeev Chief Financial Officer D - M-Exempt Restricted Stock Units 26125 0
2023-03-04 Narula Sanjeev Chief Financial Officer D - M-Exempt Dividend Equivalent Units 1397.7864 0
2023-03-02 Narula Sanjeev Chief Financial Officer D - M-Exempt Dividend Equivalent Units 2066.3282 0
2023-03-04 KORMAN HARRY director A - M-Exempt Common Stock 705 0
2023-03-04 KORMAN HARRY director A - M-Exempt Common Stock 19608 0
2023-03-03 KORMAN HARRY director A - A-Award Restricted Stock Units 17970 0
2023-03-04 KORMAN HARRY director D - M-Exempt Restricted Stock Units 19608 0
2023-03-04 KORMAN HARRY director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 Mauro Anthony See Remarks A - M-Exempt Common Stock 36601 0
2023-03-04 Mauro Anthony See Remarks A - M-Exempt Common Stock 1316 0
2023-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 91534 0
2023-03-04 Mauro Anthony See Remarks D - F-InKind Common Stock 573 11.13
2023-03-04 Mauro Anthony See Remarks D - F-InKind Common Stock 15915 11.13
2023-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 29858 0
2023-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 2362 0
2023-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 1027 11.13
2023-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 12983 11.13
2023-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 39799 11.13
2023-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 24409 0
2023-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 10744 11.13
2023-03-03 Mauro Anthony See Remarks A - A-Award Restricted Stock Units 108177 0
2023-03-04 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 36601 0
2023-03-02 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 29858 0
2023-03-04 Mauro Anthony See Remarks D - M-Exempt Dividend Equivalent Units 1315.0846 0
2023-03-02 Mauro Anthony See Remarks D - M-Exempt Dividend Equivalent Units 2361.2391 0
2023-03-02 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 91534 0
2023-03-04 Malik Rajiv President A - M-Exempt Common Stock 82353 0
2023-03-04 Malik Rajiv President A - M-Exempt Common Stock 2961 0
2023-03-04 Malik Rajiv President D - F-InKind Common Stock 1288 11.13
2023-03-04 Malik Rajiv President D - F-InKind Common Stock 35808 11.13
2023-03-02 Malik Rajiv President A - M-Exempt Common Stock 197369 0
2023-03-02 Malik Rajiv President A - M-Exempt Common Stock 67180 0
2023-03-02 Malik Rajiv President A - M-Exempt Common Stock 5313 0
2023-03-02 Malik Rajiv President D - F-InKind Common Stock 2311 11.13
2023-03-02 Malik Rajiv President D - F-InKind Common Stock 29210 11.13
2023-03-02 Malik Rajiv President D - F-InKind Common Stock 85817 11.13
2023-03-02 Malik Rajiv President A - M-Exempt Common Stock 52632 0
2023-03-02 Malik Rajiv President D - F-InKind Common Stock 22874 11.13
2023-03-03 Malik Rajiv President A - A-Award Restricted Stock Units 245284 0
2023-03-04 Malik Rajiv President D - M-Exempt Restricted Stock Units 82353 0
2023-03-02 Malik Rajiv President D - M-Exempt Restricted Stock Units 67180 0
2023-03-04 Malik Rajiv President D - M-Exempt Dividend Equivalent Units 2960.9403 0
2023-03-02 Malik Rajiv President D - M-Exempt Dividend Equivalent Units 5312.2276 0
2023-03-02 Malik Rajiv President D - M-Exempt Restricted Stock Units 197369 0
2023-03-04 PARRISH MARK W director A - M-Exempt Common Stock 705 0
2023-03-04 PARRISH MARK W director A - M-Exempt Common Stock 19608 0
2023-03-03 PARRISH MARK W director A - A-Award Restricted Stock Units 17970 0
2023-03-04 PARRISH MARK W director D - M-Exempt Restricted Stock Units 19608 0
2023-03-04 PARRISH MARK W director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-03-04 Cuneo Andrew See Remarks A - M-Exempt Common Stock 6291 0
2023-03-04 Cuneo Andrew See Remarks A - M-Exempt Common Stock 227 0
2023-03-04 Cuneo Andrew See Remarks D - F-InKind Common Stock 101 11.13
2023-03-04 Cuneo Andrew See Remarks D - F-InKind Common Stock 2791 11.13
2023-03-02 Cuneo Andrew See Remarks A - X-InTheMoney Common Stock 17163 0
2023-03-02 Cuneo Andrew See Remarks A - M-Exempt Common Stock 7348 0
2023-03-02 Cuneo Andrew See Remarks A - M-Exempt Common Stock 581 0
2023-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 258 11.13
2023-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 3259 11.13
2023-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 7687 11.13
2023-03-03 Cuneo Andrew See Remarks A - A-Award Restricted Stock Units 37736 0
2023-03-02 Cuneo Andrew See Remarks A - X-InTheMoney Common Stock 4577 0
2023-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 2273 11.13
2023-03-04 Cuneo Andrew See Remarks D - M-Exempt Restricted Stock Units 6291 0
2023-03-02 Cuneo Andrew See Remarks D - M-Exempt Restricted Stock Units 7348 0
2023-03-02 Cuneo Andrew See Remarks D - M-Exempt Dividend Equivalent Units 580.9548 0
2023-03-04 Cuneo Andrew See Remarks D - M-Exempt Dividend Equivalent Units 226.4209 0
2023-03-02 Cuneo Andrew See Remarks D - X-InTheMoney Restricted Stock Units 17163 0
2023-03-04 Roman Brian Global General Counsel A - M-Exempt Common Stock 17157 0
2023-03-04 Roman Brian Global General Counsel A - M-Exempt Common Stock 617 0
2023-03-04 Roman Brian Global General Counsel D - F-InKind Common Stock 271 11.13
2023-03-04 Roman Brian Global General Counsel D - F-InKind Common Stock 7512 11.13
2023-03-02 Roman Brian Global General Counsel A - M-Exempt Common Stock 13063 0
2023-03-02 Roman Brian Global General Counsel A - M-Exempt Common Stock 1033 0
2023-03-02 Roman Brian Global General Counsel A - X-InTheMoney Common Stock 18879 0
2023-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 453 11.13
2023-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 5719 11.13
2023-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 8245 11.13
2023-03-02 Roman Brian Global General Counsel A - X-InTheMoney Common Stock 5034 0
2023-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 2391 11.13
2023-03-03 Roman Brian Global General Counsel A - A-Award Restricted Stock Units 50315 0
2023-03-04 Roman Brian Global General Counsel D - M-Exempt Restricted Stock Units 17157 0
2023-03-02 Roman Brian Global General Counsel D - M-Exempt Restricted Stock Units 13063 0
2023-03-04 Roman Brian Global General Counsel D - M-Exempt Dividend Equivalent Units 616.2094 0
2023-03-02 Roman Brian Global General Counsel D - M-Exempt Dividend Equivalent Units 1032.6761 0
2023-03-02 Roman Brian Global General Counsel D - X-InTheMoney Restricted Stock Units 18879 0
2023-03-04 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 104085 0
2023-03-04 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 3742 0
2023-03-04 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 1639 11.13
2023-03-04 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 45569 11.13
2023-03-02 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 84908 0
2023-03-02 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 6715 0
2023-03-02 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 2940 11.13
2023-03-02 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 37173 11.13
2023-03-04 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Restricted Stock Units 104085 0
2023-03-02 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Restricted Stock Units 84908 0
2023-03-04 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Dividend Equivalent Units 3741.5173 0
2023-03-02 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Dividend Equivalent Units 6714.7382 0
2023-03-04 van der Meer Mohr Pauline director A - M-Exempt Common Stock 705 0
2023-03-04 van der Meer Mohr Pauline director D - F-InKind Common Stock 22 11.13
2023-03-04 van der Meer Mohr Pauline director A - M-Exempt Common Stock 19608 0
2023-03-04 van der Meer Mohr Pauline director D - F-InKind Common Stock 589 11.13
2023-03-03 van der Meer Mohr Pauline director A - A-Award Restricted Stock Units 17970 0
2023-03-04 van der Meer Mohr Pauline director D - M-Exempt Restricted Stock Units 19608 0
2023-03-04 van der Meer Mohr Pauline director D - M-Exempt Dividend Equivalent Units 704.8417 0
2023-02-27 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 21246 0
2023-02-27 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 1550 0
2023-02-27 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 674 11.2
2023-02-27 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 9326 11.2
2023-02-27 Narula Sanjeev Chief Financial Officer D - M-Exempt Dividend Equivalent Units 1549.9981 0
2023-02-27 Narula Sanjeev Chief Financial Officer D - M-Exempt Restricted Stock Units 21246 0
2023-02-27 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 119975 0
2023-02-27 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 8753 0
2023-02-27 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 3833 11.2
2023-02-27 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 52526 11.2
2023-02-27 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Dividend Equivalent Units 8752.7549 0
2023-02-27 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Restricted Stock Units 119975 0
2023-02-27 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 894 0
2023-02-27 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 12248 0
2023-02-28 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 5250 11.2178
2023-02-27 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 893.5507 0
2023-02-27 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Restricted Stock Units 12248 0
2022-12-29 Smith Scott Andrew - 0 0
2022-12-29 Smith Scott Andrew None None - None None None
2022-12-29 FINNEY ELISHA W - 0 0
2022-12-29 FINNEY ELISHA W None None - None None None
2022-11-23 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 1829 0
2022-11-23 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 29815 0
2022-11-25 Ni Xiangyang (Sean) President, Greater China D - S-Sale Common Stock 12800 10.9547
2022-11-23 Ni Xiangyang (Sean) President, Greater China D - M-Exempt Dividend Equivalent Units 1828.4301 0
2020-11-16 KILTS JAMES M director A - A-Award Common Stock 35764 15.85
2022-08-17 van der Meer Mohr Pauline D - S-Sale Common Stock 9440 10.5839
2022-05-27 Taddese Menassie See Remarks D - S-Sale Common Stock 8813 12.0737
2022-03-29 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 102 0
2022-03-21 Mauro Anthony See Remarks A - A-Award Dividend Equivalent Units 1059.2764 0
2022-03-21 Campbell Paul See Remarks A - A-Award Dividend Equivalent Units 496.5442 0
2022-03-21 Campbell Paul See Remarks A - A-Award Dividend Equivalent Units 30.8527 0
2022-03-21 READ IAN C A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 READ IAN C D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 Malik Rajiv President A - A-Award Dividend Equivalent Units 2383.3397 0
2022-03-21 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 639 0
2022-03-21 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 280 10.39
2022-03-21 van der Meer Mohr Pauline A - M-Exempt Common Stock 166 0
2022-03-21 van der Meer Mohr Pauline D - F-InKind Common Stock 3 10.39
2022-03-21 GOETTLER MICHAEL Chief Executive Officer A - A-Award Dividend Equivalent Units 3012.2715 0
2022-03-21 GOETTLER MICHAEL Chief Executive Officer A - A-Award Dividend Equivalent Units 1418.7744 0
2022-03-21 GOETTLER MICHAEL Chief Executive Officer A - A-Award Dividend Equivalent Units 638.0964 0
2022-03-21 van der Meer Mohr Pauline A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Dividend Equivalent Units 638.0964 0
2022-03-21 van der Meer Mohr Pauline director D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 Roman Brian Global General Counsel A - A-Award Dividend Equivalent Units 463.4443 0
2022-03-21 Narula Sanjeev Chief Financial Officer A - A-Award Dividend Equivalent Units 926.8653 0
2022-03-21 Narula Sanjeev Chief Financial Officer A - A-Award Dividend Equivalent Units 251.2463 0
2022-03-21 PARRISH MARK W A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 PARRISH MARK W D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 MARK RICHARD A director A - M-Exempt Common Stock 166 0
2022-03-21 MARK RICHARD A A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 MARK RICHARD A D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 Lyons Dillon JoEllen A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 Lyons Dillon JoEllen D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 Cuneo Andrew See Remarks A - A-Award Dividend Equivalent Units 260.6947 0
2022-03-21 DIMICK NEIL F A - M-Exempt Common Stock 166 0
2022-03-21 DIMICK NEIL F A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 KORMAN HARRY director A - M-Exempt Common Stock 166 0
2022-03-21 KORMAN HARRY A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 KORMAN HARRY D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 KILTS JAMES M A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 KILTS JAMES M D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 HIGGINS MELINA E A - M-Exempt Common Stock 166 0
2022-03-21 HIGGINS MELINA E A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 HIGGINS MELINA E director D - M-Exempt Dividend Equivalent Units 165.5224 0
2022-03-21 COURY ROBERT J Executive Chairman A - A-Award Dividend Equivalent Units 3575.0037 0
2022-03-21 Taddese Menassie See Remarks A - M-Exempt Common Stock 80 0
2022-03-21 Taddese Menassie See Remarks D - F-InKind Common Stock 34 10.39
2022-03-21 Taddese Menassie See Remarks A - A-Award Dividend Equivalent Units 253.2446 0
2022-03-21 CORNWELL W DON A - M-Exempt Common Stock 166 0
2022-03-21 CORNWELL W DON A - A-Award Dividend Equivalent Units 165.5224 0
2022-03-21 Ni Xiangyang (Sean) President, Greater China A - A-Award Dividend Equivalent Units 255.2668 0
2022-03-15 CORNWELL W DON A - P-Purchase Common Stock 2700 9.8968
2022-03-15 GOETTLER MICHAEL Chief Executive Officer A - P-Purchase Common Stock 50352 9.866
2022-03-09 COURY ROBERT J Executive Chairman D - S-Sale Common Stock 250000 10.0731
2022-03-02 MARK RICHARD A director A - M-Exempt Common Stock 335 0
2022-03-02 MARK RICHARD A director A - M-Exempt Common Stock 13996 0
2022-03-02 MARK RICHARD A A - A-Award Restricted Stock Units 19608 0
2022-03-02 MARK RICHARD A D - M-Exempt Dividend Equivalent Units 334.4826 0
2022-03-02 MARK RICHARD A director D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 GOETTLER MICHAEL Chief Executive Officer A - A-Award Restricted Stock Units 312255 0
2022-03-02 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Restricted Stock Units 84908 0
2022-03-02 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 84908 0
2022-03-02 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 2030 0
2022-03-02 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 883 10.48
2022-03-02 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 36918 10.48
2022-03-02 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Dividend Equivalent Units 2029.5069 0
2022-03-02 Lyons Dillon JoEllen A - M-Exempt Common Stock 335 0
2022-03-02 Lyons Dillon JoEllen A - A-Award Restricted Stock Units 19608 0
2022-03-02 van der Meer Mohr Pauline director A - M-Exempt Common Stock 335 0
2022-03-02 van der Meer Mohr Pauline D - F-InKind Common Stock 6 10.48
2022-03-02 van der Meer Mohr Pauline A - M-Exempt Common Stock 13996 0
2022-03-02 van der Meer Mohr Pauline director D - F-InKind Common Stock 219 10.48
2022-03-02 van der Meer Mohr Pauline A - A-Award Restricted Stock Units 19608 0
2022-03-02 van der Meer Mohr Pauline director D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 van der Meer Mohr Pauline director D - M-Exempt Dividend Equivalent Units 334.4826 0
2022-03-02 Malik Rajiv President A - M-Exempt Common Stock 67180 0
2022-03-02 Malik Rajiv President A - M-Exempt Common Stock 1606 0
2022-03-02 Malik Rajiv President D - F-InKind Common Stock 699 10.48
2022-03-02 Malik Rajiv President D - F-InKind Common Stock 29210 10.48
2022-03-02 Malik Rajiv President A - M-Exempt Common Stock 125684 0
2022-03-02 Malik Rajiv President A - M-Exempt Common Stock 52631 0
2022-03-02 Malik Rajiv President D - F-InKind Common Stock 22884 10.48
2022-03-02 Malik Rajiv President D - F-InKind Common Stock 54648 10.48
2022-03-02 Malik Rajiv President A - M-Exempt Common Stock 33516 0
2022-03-02 Malik Rajiv President D - F-InKind Common Stock 14562 10.48
2022-03-02 Malik Rajiv President A - A-Award Restricted Stock Units 247059 0
2022-03-02 Malik Rajiv President D - M-Exempt Restricted Stock Units 67180 0
2022-03-02 Malik Rajiv President D - M-Exempt Restricted Stock Units 52631 0
2022-03-02 Malik Rajiv President D - M-Exempt Dividend Equivalent Units 1605.4922 0
2022-03-02 Malik Rajiv President D - M-Exempt Restricted Stock Units 125684 0
2022-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 29858 0
2022-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 714 0
2022-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 311 10.48
2022-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 12983 10.48
2022-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 58288 0
2022-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 24409 0
2022-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 10614 10.48
2022-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 25344 10.48
2022-03-02 Mauro Anthony See Remarks A - M-Exempt Common Stock 15544 0
2022-03-02 Mauro Anthony See Remarks D - F-InKind Common Stock 6820 10.48
2022-03-02 Mauro Anthony See Remarks A - A-Award Restricted Stock Units 109804 0
2022-03-02 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 29858 0
2022-03-02 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 24409 0
2022-03-02 Mauro Anthony See Remarks D - M-Exempt Dividend Equivalent Units 713.6791 0
2022-03-02 Mauro Anthony See Remarks D - M-Exempt Restricted Stock Units 58288 0
2022-03-02 Narula Sanjeev Chief Financial Officer A - A-Award Restricted Stock Units 116667 0
2022-03-02 Narula Sanjeev Chief Financial Officer D - M-Exempt Restricted Stock Units 26126 0
2022-03-02 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 26126 0
2022-03-02 Narula Sanjeev Chief Financial Officer A - M-Exempt Common Stock 625 0
2022-03-02 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 272 10.48
2022-03-02 Narula Sanjeev Chief Financial Officer D - F-InKind Common Stock 11415 10.48
2022-03-02 Narula Sanjeev Chief Financial Officer D - M-Exempt Dividend Equivalent Units 624.0882 0
2022-03-02 PARRISH MARK W A - A-Award Restricted Stock Units 19608 0
2022-03-02 PARRISH MARK W D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 KORMAN HARRY director A - M-Exempt Common Stock 335 0
2022-03-02 KORMAN HARRY director A - M-Exempt Common Stock 13996 0
2022-03-02 KORMAN HARRY A - A-Award Restricted Stock Units 19608 0
2022-03-02 KORMAN HARRY D - M-Exempt Dividend Equivalent Units 334.4826 0
2022-03-02 KORMAN HARRY director D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 READ IAN C A - A-Award Restricted Stock Units 19608 0
2022-03-02 READ IAN C D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 KILTS JAMES M A - A-Award Restricted Stock Units 19608 0
2022-03-02 KILTS JAMES M D - M-Exempt Dividend Equivalent Units 334.4826 0
2022-03-02 Roman Brian Global General Counsel A - M-Exempt Common Stock 13063 0
2022-03-02 Roman Brian Global General Counsel D - F-InKind Common Stock 5719 10.48
2022-03-02 Roman Brian Global General Counsel A - A-Award Restricted Stock Units 51471 0
2022-03-02 Roman Brian Global General Counsel D - X-InTheMoney Restricted Stock Units 5034 0
2022-03-02 Taddese Menassie See Remarks A - A-Award Restricted Stock Units 18187 0
2022-03-02 Taddese Menassie See Remarks D - M-Exempt Restricted Stock Units 7138 0
2022-03-02 Taddese Menassie See Remarks D - F-InKind Common Stock 73 10.48
2022-03-02 HIGGINS MELINA E director A - M-Exempt Common Stock 335 0
2022-03-02 HIGGINS MELINA E A - M-Exempt Common Stock 13996 0
2022-03-02 HIGGINS MELINA E A - A-Award Restricted Stock Units 19608 0
2022-03-02 HIGGINS MELINA E director D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 HIGGINS MELINA E director D - M-Exempt Dividend Equivalent Units 334.4826 0
2022-03-02 Ni Xiangyang (Sean) President, Greater China A - A-Award Restricted Stock Units 22691 0
2022-03-02 Ni Xiangyang (Sean) President, Greater China A - M-Exempt Common Stock 172 0
2022-03-02 Cuneo Andrew See Remarks D - F-InKind Common Stock 79 10.48
2022-03-02 Cuneo Andrew See Remarks A - A-Award Restricted Stock Units 18873 0
2022-03-02 Cuneo Andrew See Remarks D - X-InTheMoney Restricted Stock Units 4576 0
2022-03-02 Cuneo Andrew See Remarks D - M-Exempt Dividend Equivalent Units 175.8172 0
2022-03-02 DIMICK NEIL F A - A-Award Restricted Stock Units 19608 0
2022-03-02 DIMICK NEIL F D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 CORNWELL W DON A - A-Award Restricted Stock Units 19608 0
2022-03-02 CORNWELL W DON D - M-Exempt Dividend Equivalent Units 334.4826 0
2022-03-02 COURY ROBERT J Executive Chairman A - M-Exempt Common Stock 100770 0
2022-03-02 COURY ROBERT J Executive Chairman D - F-InKind Common Stock 1195 10.48
2022-03-02 COURY ROBERT J Executive Chairman A - A-Award Restricted Stock Units 370589 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 13996 0
2022-03-02 Campbell Paul See Remarks A - G-Gift Common Stock 1629 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 335 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 147 10.48
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 6128 10.48
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 6865 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 15483 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 3003 10.48
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 6779 10.48
2022-03-04 Campbell Paul See Remarks A - A-Award Restricted Stock Units 53616 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 4129 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 2027 10.48
2022-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 13996 0
2022-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 6865 0
2022-03-02 Campbell Paul See Remarks A - A-Award Restricted Stock Units 4555 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 870 0
2022-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 870 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 21 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 8 10.48
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 297 10.48
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 622 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 212 10.48
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 577 0
2022-03-02 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 334.4478 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 197 10.48
2022-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 622 0
2022-03-02 Campbell Paul See Remarks A - M-Exempt Common Stock 385 0
2022-03-02 Campbell Paul See Remarks D - F-InKind Common Stock 132 10.48
2022-03-02 Campbell Paul See Remarks D - M-Exempt Dividend Equivalent Units 20.3272 0
2022-03-02 Campbell Paul See Remarks D - M-Exempt Restricted Stock Units 577 0
2022-03-02 Campbell Paul See Remarks D - G-Gift Common Stock 1629 0
2022-02-28 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 53958 0
2022-02-28 GOETTLER MICHAEL Chief Executive Officer A - M-Exempt Common Stock 1290 0
2022-02-28 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 561 11.01
2022-02-28 GOETTLER MICHAEL Chief Executive Officer D - F-InKind Common Stock 23461 11.01
2022-02-28 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Restricted Stock Units 53958 0
2022-02-28 GOETTLER MICHAEL Chief Executive Officer D - M-Exempt Dividend Equivalent Units 1289.5121 0
Transcripts
Operator:
Good morning, everyone, and welcome to the Viatris Q2 2024 Earnings Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please also note today's event is being recorded. At this time, I'd like to turn the floor over to Bill Szablewski, Head of Investor Relations and Capital Markets. Please go ahead.
Bill Szablewski:
Good morning, everyone. Welcome to our Q2 2024 earnings call. With us today is our CEO, Scott Smith; CFO, Doretta Mistras; Chief R&D Officer, Philippe Martin; and Chief Commercial Officer, Corinne Le Goff During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2024 and various strategic initiatives. These statements are subject to risks and uncertainties. We will also be referring to certain actual and projected non-GAAP financial measures. Please refer to today's slide presentation and our SEC filings for more information, including reconciliations of those non-GAAP measures to the most directly comparable GAAP measures. When discussing 2024 results, we will be making certain comparisons to 2023 results on a divestiture adjusted operational basis, which excludes the impact of foreign currency rates and also excludes the proportionate results from the divestitures that closed in 2024 and 2023 from the 2023 period. When discussing our expectations for 2024, we will be making certain comparisons to 2024 results on a divestiture adjusted operational basis, which excludes the impact of foreign currency rates and also excludes from guidance the results from the date of closing until the end of the period of the divestitures that closed in 2024. With that, I'll hand the call over to our CEO, Scott Smith.
Scott Smith:
Good morning, everyone, and welcome to our second quarter earnings call. I'm pleased to announce we reported another strong quarter, our fifth consecutive quarter of operational revenue growth. We've had a great start to 2024. And with the completion of our divestitures in July, we are now an important inflection point for our company. Four years ago, Viatris embarked on a journey to build a new kind of health care company. By combining Mylan, a strong global generics company, and Upjohn, a division of Pfizer, with 20 of the most iconic off-patent brands, our goal was to build a unique global pharmaceutical company with the scale to bring patients access to high-quality medicines worldwide. The team has done an outstanding job of executing the plan that was laid out when the two companies were brought together. Among the many accomplishments we have, integrated two global companies, simplified and streamlined the business by completing our divestitures, returned the base business to growth, strengthened our balance sheet through significant debt paydown, returned capital to shareholders through dividends and share repurchases and importantly, we've already started to build our portfolio of innovative assets. As we move forward in the second half of the year and beyond, we want to accelerate growth and shareholder return by building on the strength of our base business with an expanding portfolio of innovative, best-in-class patent-protected assets that have the potential for meaningful revenue growth and patient impact. I believe we have all the components necessary to successfully execute our vision, including an extensive global footprint that reaches 1 billion patients annually, a globally integrated company with deep capabilities in manufacturing, medical and regulatory affairs and commercialization, a robust development engine across a number of therapeutic areas, sector-leading cash flow generation from our base business to fund our vision and continue returning capital to shareholders. And we have added new skills, new capabilities and new areas of expertise to our already strong and talented executive leadership team. Doretta Mistras, our Chief Financial Officer; Philippe Martin, our Chief R&D Officer; and Corinne Le Goff, our Chief Commercial Officer, joined the team within the last year and are on today's call. All great work over the last several years has put the company in a position to deliver on our future vision. As we move forward, we will focus on three strategic pillars. First, our diversified and growing base business. As we said, our extensive global footprint already reaches more than a billion patients every year. Our continued success in this part of our business comes from our large and diversified portfolio of generics and off-patent brands that extends across markets in therapeutic areas. Here, we have a clear legacy of deep product knowledge and extensive commercialization and development expertise. Second, our financial strength and significant cash flow. Our strong balance sheet and sector-leading cash flow generation differentiate us from our peers. We continue to deliver on our financial commitments, including debt reduction and returning capital to shareholders through dividends and share repurchases. With divestiture proceeds now in hand, we have a clear line of sight to meet our long-term leverage target. And third, our expanding innovative portfolio. This area represents an increasing focus on efforts to identify that and secure best-in-class patented assets. We are looking for assets that target significant unmet medical need in areas in which the company can be successful. By expanding our innovative portfolio, we have the potential to drive accelerated and durable revenue growth. As you know, we've already made disciplined investments in innovative assets in cardiovascular disease and immunology with selatogrel and cenerimod. We are making significant progress in accelerating the development of these assets. The additional leadership and the scientific expertise we have brought in along with the impressive core of competencies in key areas such as global manufacturing, medical affairs, regulatory, legal and commercialization, will all drive the success of this innovative portfolio. We are already making progress on these three pillars, as evidenced by our strong results this quarter. I am pleased to report that in the second quarter, we delivered total revenues of $3.8 billion and operational revenue growth of approximately 2%. Adjusted EBITDA was $1.2 billion and growing approximately 2% from a year ago. Adjusted EPS was $0.69 per share. Second quarter free cash flow was $426 million, excluding the impact of transaction costs and taxes. It is important to note that we delivered new product revenue of $210 million in the quarter. With a strong second quarter results, we've seen momentum heading into the second half. As a result, we continue to expect 2024 year-over-year operational revenue growth of 2% and are raising our expected 2024 new product revenue range to $500 million to $600 million. Now I'd like to turn the call over to Corinne to share some of our observations from her first few months at Viatris. Corinne?
Corinne Le Goff:
Thank you, Scott. I have been with the company for about four months now. And based on what I've seen, I'm very excited about the opportunity ahead of us. I would like to share a few observations as I've gotten to know the global commercial organization. Our strong performance is a result of many puts and takes that only the diversity and the strength of our portfolio across geographies can allow. Our global commercial footprint is extensive. We have a presence in 165 countries and territories, which is an incredible platform to leverage as we continue to grow our base business and expand our innovative portfolio. We have a broad knowledge across many therapeutic areas and many of our branded and generic products are today's standards of care all over the world. This is a real differentiator as it demonstrates our unique ability to continue to drive volume and expand patient access at scale. As we prepare for additional innovative opportunities, we have a lot to build from. For example, if I think about selatogrel, we are already leaders at rescue and emergency medicines in COPD, in asthma, in anaphylaxis. We have years of experience in educating patients to identify an attack and act in the moment. Plus, we have deep expertise in cardiovascular, with a portfolio that treats a very large patient population from CV risk factors to CV events like thrombosis, MI and stroke. Finally, I love what I'm seeing in our teams. I am impressed with the agility and efficiency of the commercial organization. And I also see incredible energy, entrepreneurial spirit and proactivity to seize opportunities and make a difference in patients' lives. I am excited to continue to work with the entire team at Viatris on the tremendous opportunities ahead.
Scott Smith:
Thank you, Corinne. Your wealth of experience and global perspective have been invaluable as we continue to build a truly unique company we have envisioned. Now I'd like to turn the call over to Philippe to talk about our approach to R&D, both our base business and our innovative portfolio. Philippe?
Philippe Martin:
Thanks, Scott. I share the team's excitement about where we are today and where we are headed. I've had the opportunity to fully evaluate our R&D organization and further define our approach to innovation and growth. Our R&D strategy is driven by our deep in-house development capabilities and two engines to fuel our growth, our base business pipeline and our innovative pipeline. Our base business pipeline provides Viatris with a diverse and resilient growth engine. We anticipate a steady flow of core generics and an ever-increasing flow of complex generics and novel 505(b)(2)-like product. The strong pipeline gives us confidence in achieving our new product revenue goals. Our focus for our innovative pipeline is on expanding our patent-protected portfolio of assets that have the potential for meaningful patient impact and the ability to address significant unmet medical need. I'm very impressed with the core competencies and talent we have at Viatris, in particular, our strong preclinical, clinical development and medical affairs teams across multiple therapeutic areas. Our experienced manufacturing and device teams of a wide range of dosage forms and our proven regulatory pharmacovigilance, legal and IP skills. This foundation is especially critical as we expand our innovative portfolio. We are identifying assets where we can leverage our expertise and global network and are assessing each opportunities based on specific criteria. We are looking for derisked innovative assets that address significant unmet medical need. This includes having a validated mechanism of action, a strong clinical proof-of-concept and a clear path to regulatory approval. Selatogrel and cenerimod are two great examples. Selatogrel has the potential to relieve the high disease burden of acute MI and specifically address the dire need for early intervention at the onset of symptoms. P2Y12 inhibition is a well-established target in the treatment of MI, with multiple products approved for chronic treatment. Our differentiated pharmacokinetic profile and unique mode of administration, together with our robust Phase II data, gives us high confidence in selatogrel as a self-administrated emergency treatment for recurrent MI. Our comprehensive but simple Phase III study, SOS-AMI, has a special protocol assessment in placed with the FDA and received Fast Track designation. Cenerimod also has the potential to address a significant unmet medical need. SLE is a chronic and progressive autoimmune disease with limited treatment option and significant morbidity. Cenerimod, a novel S1P antagonist, has a unique mechanism of action, targeting multiple aspects of lupus pathogenesis. A robust proof-of-concept was achieved in Phase II, with data showing a highly differentiated safety and efficacy profile in a moderate to severe SLE patient population, similar to the patient population we expect to enroll in Phase III. Cenerimod also has been granted Fast Track designation by the FDA and we have three comprehensive Phase III studies currently enrolling patients. With selatogrel and cenerimod now part of Viatris, we're able to leverage our global R&D network to accelerate clinical trial recruitment. We've already significantly increased the number of sites we are targeting for both programs, adding approximately 250 clinical sites. We've also significantly expanded the geographic footprint, adding key countries like China, India and Japan to ensure a steady flow of patients. The team has been working hard to initiate these high recruiting sites and we anticipate that most sites should be able to recruit patients by the end of this year, early next year, which could shorten development time lines. The medical affairs team is also working hard to deepen relationship with KOLs and increase cenerimod's and selatogrel's presence at key medical meetings around the world like EHC, ACR and APLAR. And we are pleased to announce that the cenerimod manuscript for the Phase II case study has been officially accepted for publication in the Lancet Rheumatology. Another exciting innovative opportunity is with our eye care pipeline and is the Enriched Tear Film Gene Therapy technology we acquired as part of the Oyster Point acquisition, which has the potential to treat a multitude of ophthalmic diseases. Importantly, this technology is not genome editing, but rather, it leverages normal cellular processes and proteins to deliver therapeutics to the Tear Film. Our most advanced project called MR-146 intended for the treatment of neurotrophic keratopathy or NK is reaching the IND stage with a value-added therapeutic target for this disease. There is a significant unmet medical need for patients with NK to have a treatment that restores corneal structure and neurological function with minimal treatment burden. These examples from our expanding innovative portfolio, combined with our robust base business pipeline, energize me about the future and our ability to not only deliver on our vision, but also to address significant medical need. I will now turn the call to Doretta.
Doretta Mistras:
Thank you, Philippe, and good morning, everyone. To echo the comments from the team, we reported a strong quarter, and I want to spend some time walking through the highlights. But before I dive into the details, I want to take a moment to expand on our financial strength and how we think about it in the context of our overall strategy. First, we have built an extensive global footprint that already enables us to reach over 1 billion patients annually. We've successfully stabilized the base business and expect it to be a source of growth. And today we have a broad and diversified portfolio across markets and therapeutic areas. Second, we have a strong balance sheet. We are committed to continuing to pay down debt and maintaining our investment-grade rating and have a clear line of sight to reach our long-term gross leverage target this year. And finally, our ability to generate significant cash flow is sector-leading. This gives us the financial agility to fund our vision and continue returning capital to shareholders. Now on to the results for the quarter. Our second quarter results demonstrate the power of what our portfolio can deliver. Operational revenue grew for the fifth consecutive quarter, up approximately 2%. This performance also carried through to adjusted EBITDA and adjusted EPS, growing approximately 2% and 3%, respectively. We also generated significant free cash flow of $426 million in the quarter, which was in line with our expectations. This excluded transaction costs and taxes from the divestitures. Let's move on to discuss the performance of our base business, which grew operationally on a year-over-year net sales basis. Both generics and brands grew this quarter, up approximately 2%. The growth of our base business included new product revenue that was exceptionally strong with $210 million in the quarter. The year-to-date performance and outlook give us confidence to increase our expectation for the year to a range of $500 million to $600 million. This quarter, all of our segments grew operationally versus the prior year. In developed markets, net sales grew 1% and was driven by strong new product performance, including contributions from Breyna, Lisdexamfetamine and other generics in North America and Europe. In Europe, we are seeing durable growth across our diversified business. This is as a result of portfolio breadth across brands and generics, well-developed market positions and strong performance in key countries such as France. In North America, we saw continued growth in generics, which was up over 3% versus prior year. The portfolio is benefiting from complex products such as Wixela and Breyna. And within our brands business, net sales continue to be impacted by increased Medicaid utilization in certain non-promoted brands as well as lower EpiPen volumes, resulting from formulary changes in the previous quarter. In Greater China, net sales growth was approximately 5% over the prior year. This was as a result of strong demand across multiple channels in China, including e-commerce, retail and private hospitals. In Emerging Markets, net sales grew 7%, driven by the expansion of our cardiovascular portfolio in certain Latin American countries as well as strength in our MENA and Eurasia region. These benefits help to absorb the ongoing impact of the therapy shift in the ARV market. And lastly, JANZ grew approximately 1% over the prior year, benefiting from new products in Australia and volume growth of our promoted brands in Japan. This served to offset the impact from government price regulations in these countries. Turning to the P&L and free cash flow. This quarter serves as another demonstration of our financial strength and ability to generate significant free cash flow. Our segment and product mix led to stable adjusted gross margin. The performance was in line with our expectations of approximately 58%. With respect to operating expenses, we are continuing to invest behind the business to fund our growth, which includes investments across segments, eye care and in R&D. Free cash flow for the quarter was primarily impacted by lower adjusted EBITDA due to the closing of divestitures. Our free cash flow and existing cash on hand allowed us to strengthen our balance sheet with debt paydown of approximately $800 million in the quarter. And as we look towards the rest of the year, we expect to have in excess of $3 billion in cash available for deployment. This takes into account divestiture proceeds received in the third quarter, expected divestiture costs and our latest outlook for free cash flow. We expect the significant financial flexibility will allow us to pay down additional debt to reach our long-term gross leverage target of approximately three times by the end of the year. We also expect to return capital in the form of dividends and will remain opportunistic with potential share repurchases and business development activity. Let's move on to items related to our financial guidance and key metrics for the remainder of the year. We expect our strong momentum to continue. And as a result, we expect operational revenue growth of approximately 2% versus 2023 and stable adjusted EBITDA and adjusted EPS. Our expectation for the year is to be at the midpoint of the estimated guidance ranges. The assumptions driving total revenue growth include continued growth in developed and emerging markets and better-than-expected performance in Greater China and JANZ and new product revenue of $500 million to $600 million as a result of the strong uptake of generic launches and additional new products. We are adjusting the following metrics across the P&L. Increase in adjusted gross margin range due to better segment mix and SG&A as a percentage of revenue is expected to be higher. This reflects the reduction in total revenues from the divestitures and the impact of the synergies and costs of providing transition services. We expect certain costs associated with performing the transition services to be included in operating expenses. The transition income is expected to be recorded in nonoperating other income. A few comments on anticipated phasing for the third and fourth quarters. Total revenue is expected to be slightly higher in the third quarter, mainly due to normal product seasonality, and adjusted gross margin is expected to moderate in the fourth quarter due to normal product and segment mix. Taking these factors into consideration, we expect adjusted EBITDA, adjusted EPS and free cash flow to be higher in the third quarter. To summarize, the results for the quarter demonstrate our solid fundamentals, including our diversified and growing base business and our consistent significant free cash flow generation. We are well positioned for a strong second half of the year and expect to deliver on our capital allocation framework in support of the vision Scott laid out at the top of this call. And with that, I'll hand it back to the operator to begin the Q&A.
Operator:
Ladies and gentlemen, at this time, we'll begin the question-and-answer session. [Operator Instructions] And our first question today comes from Ash Verma from UBS. Please go ahead with your question.
Ashwani Verma:
Hey, good morning. Thanks for taking our question. Congrats on all the progress. So I wanted to talk about 2025 dynamics a little bit. So I think the $2.3 billion free cash flow guide that you provided previously, what does that translate into EBITDA? Like if you look at the run rate that you've had sort of in the difference between EBITDA and free cash flow, it would roughly translate to $4.5 billion to $4.6 billion. Is that something that you would be comfortable with? And then secondly, on the new product revenues, yes, that's good to see you're raising the guide there. Just what's driving that? Is that primarily the benefit that you saw by Breyna or are there more products that you think that you're benefiting from? Thanks.
Scott Smith:
Thank you, Ash, and good morning. Thank you very much for the question. Sort of two parts here, right, talking about new product revenue, which is very important as we move forward here. And we're very strong. We saw in the second quarter and we're expecting full year very strong new product revenue. And then also some '25 dynamics. I'll turn it over to Doretta to take those two for you.
Doretta Mistras:
Great. Thanks, Ash. So, yes, on new products, to your point, we feel great about the momentum we've seen from the new product perspective this year. This quarter, we did $210 million. And then when you add that to the $154 million that we did in the first quarter, already year-to-date, we're at $354 million. And so that in addition to the momentum that we're seeing broadly across our new product portfolio and it really isn't dependent on one product, one region, we've seen growth. To your point in Breyna and Lisdexamfetamine, we've also seen growth in other generics in North America, but we've also seen new products in Europe and some additions in emerging markets in JANZ. So as we look for the full year, the strong performance and the continuation of that really is going to be largely driven by products that we've already launched year-to-date. And that's what gives us confidence in the $500 million to $600 million for the year. With respect to '25 dynamics, listen, it's still early. We feel good about the momentum that we're seeing thus far in 2024. We see kind of the stability of our revenue growth. We are going to continue to invest in our business from a kind of R&D and investment perspective to fuel our growth. But the kind of dynamics in terms of what we've seen from our free cash flow, we kind of continue to see the $2.3 billion that you mentioned in terms of free cash flow generation and we're going to continue to kind of focus on our EBITDA conversion going forward. But with respect to '25, I think, it's still too early to get into the dynamics specific to '25.
Operator:
And our next question comes from Chris Schott from JPMorgan. Please go ahead with your question.
Ekaterina Knyazkova:
Thank you so much. This is Ekaterina on for Chris and thank you for taking our questions. I'll start with a bigger picture one if I may. So just given that you're now done with the divestiture process, can you maybe talk about how you're thinking about the longer-term profile of the company, both from a margin standpoint and a top line standpoint? And I guess where you see the most opportunity for the business from here? And then second question just on business development. I think you've touched upon this in the prepared remarks. But just what's your latest thinking in terms of business development and balancing development stage and commercial stage deals? And just what do you think makes the most sense for the company and maybe where you're seeing more interesting opportunities. Thank you.
Scott Smith:
Yes. Thank you very much, Ekaterina, for the question. Again, I'll maybe address the second one first. From a BD perspective, we're engaged in a lot of different discussions. We're going to take a disciplined approach. As we go through the divestitures sort of the net effect of that is that we're going to get to -- we've got line of sight and pay down our debt going into '25. And executing on our capital allocation plan of 100%, where we're giving back to shareholders at least $2.3 billion of free cash flow through dividends and share buybacks, but also taking a disciplined approach to business development. We've got a diversified company in terms of the number of therapeutic areas that we're in. We're looking at a number of different assets. We're looking at things which can help us supercharge our growth as we get into '25 and beyond. We're very -- it's very important to understand that the base business is solid. The base business, we're showing operational growth. And then on top of that, we want to add what I would consider a significantly derisked type assets from an innovative perspective assets that can help us drive growth in the future that are focused on unmet medical need that are patented, have long runways that we can invest in, but we're also going to shore up our base business as well. We're going to look for things currently marketed and different particularly -- in particular geographies that we can be effective in. And so we're going to do business development to shore up the base and we're also going to be business development to bring in new innovative assets into the company.
Operator:
Our next question comes from David Amsellem from Piper Sandler. Please go ahead with your question.
David Amsellem:
Hey, thanks. So just a couple for me and I apologize if you addressed this since I joined late. Can you talk about overall your innovative brand strategy? I mean you did an important in licensing earlier this year. I guess my question here is, how aggressive do you want to be regarding adding innovative brands in the US and developed markets broadly speaking? So that's number one. Then number two, can you just talk generally about complex generics and how we should think about contribution from complex products or new launches as we move through '25? I mean it might be a little bit early to think about that, but I wanted to get a sense of what key launches, on the complex front, that you're flagging or should flag? Thanks.
Scott Smith:
Thanks, David. I think you used the language, how aggressive we want to be from a BD perspective. I think what we want to be is we want to be disciplined. There are -- we're engaged with a lot of companies. There's a lot of inbound that we got, both for things to help build the base business and in new innovative assets that we can take forward. And so we're carefully looking at them all. We're really looking forward to getting into '25, where we've got more capital to apply from a business development perspective. We want to build a pipeline of assets. You mentioned that we already did a deal in-license, selatogrel and cenerimod, two products, which could be very, very important to us. And we fully expect, either as later in '24, as we get into '25, '26, to continue to add assets to the pipeline, both, again, to shore up and to accelerate the growth that we're seeing in the base business and secondly, to add to the innovative portfolio. We plan on doing both. And I would say, we want to do it in a smart and disciplined way. Philippe?
Philippe Martin:
Yes, regarding the complex generic, I think, we -- as you can see on this presentation that we've provided, we have over 250 products in the pipeline that are either under development or under regulatory review. So we think we'll be -- we know we'll have a steady flow of complex generic coming in every year, this year, and 2025 and so on. So we feel confident about our complex generic pipeline.
Operator:
[Operator Instructions] Our next question comes from Umer Raffat from Evercore. Please go ahead with your question.
Umer Raffat:
Hi, guys. Thanks for taking my question. I have a two-part question on just broad investments. First, perhaps on GLP-1. Scott, I'm curious, what are your GLP-1 aspirations? What's the capacity now? And what type of CapEx investments are you or are you not looking to make? Just thinking about that out loud. And also, part two was, the investment on cenerimod in lupus. I'm curious how you guys are thinking about that in light of some really groundbreaking data we're seeing with CD19 CAR-Ts and presumably with bispecifics as well? And how do you put that in perspective relative to what we know on cenerimod? That will be very helpful. And then finally, I think, the prior question was on, what are your complex generics in '25? I don't think maybe I misheard. What are the complex generics on '25 launches?
Scott Smith:
So thanks for the question, Umer. There's sort of three parts there, right, complex generics, cenerimod and how that fits into the therapeutic landscape as we move forward here in advances of the main lupus and I think highly differentiated relative to CAR-T constructs or bispecifics and other things. And then just a little bit on the overall GLP-1 strategy. So I'll kick it over to Philippe to from a pipeline and R&D perspective to address those questions. Philippe?
Philippe Martin:
Yes. So from a GLP-1 point of view, we are looking at developing multiple GLP-1s, semaglutide as well as liraglutide as well as mounjaro. So we are deep into the development of these assets. From a supply chain standpoint, as you know, supply chain can be a little tight, but we've secured supply of API for all these assets and certainly have invested in our capability to manufacture these drugs going forward. So we anticipate we'll have a significant role going forward in that GLP-1 market. Regarding cenerimod, I think, if you were to compare the cenerimod benefit risk profile versus the one we anticipate from the CAR-T or the bispecific, you'll see that we anticipate to be in the higher end of efficacy, with a safety profile that is clearly differentiated. CAR-Ts and bispecific typically having significant safety baggage. And so we anticipate that our benefit profile will be very different, which will allow us to be placed prior to the use of either any bispecific, biologics or CAR-Ts going forward. I'm not even talking about the convenience factor of having an oral drug versus these CAR-Ts that can be quite difficult to administer. And then on the last one on the complex generic, I think, I wouldn't highlight one specific product. I think it's the breadth of the pipeline that we have that we see will be delivered this year for the rest of the year, '25, '26. So we feel very confident in our new product revenue, as you can see, and we anticipate the same going forward.
Operator:
Our next question comes from Balaji Prasad from Barclays. Please go ahead with your question.
Balaji Prasad:
Thank you. Hi. Good morning and congratulations on the quarter. A couple of questions from me. Could you comment around the magnitude of the expected base business erosion from government price regulations in Japan and Australia? I presume in Japan is the annual price cuts or are there any other dynamics at play? Second, could you comment around the split between the innovative pipeline and non-innovative pipeline currently? And with the improvement in cash metrics, how do you see the spend on innovative R&D progressing into the next couple of years or do you intend to keep it at a similar percentage? Thanks.
Scott Smith:
Thank you very much, Balaji. I'll take the first question over to Doretta to talk about the dynamics that we're seeing in Australia and Japan et cetera.
Doretta Mistras:
Yes. To your point, Balaji, we aren't seeing anything kind of that -- it really is driven by the ongoing price normal government price declines that we're seeing in Japan and Australia. Now the offset to that is we actually have seen better volume in Japan as well. And given that Japan is actually and the broader JANZ region is actually performing better than our expectations for the year.
Scott Smith:
And relative to your question on R&D spend and where we're going from an R&D perspective, maybe I'll make a general comment and Phillippe can comment as well here. But we're going to continue to invest in both the base business, the base generics, complex generics and others and in the innovative pipeline. We've already as we talked about here brought in a couple of new innovative assets, through our business development activities through the global health care gateway and others. We're going to continue to bring in assets and continue to develop them. So you might see some movement in the distribution of that spend as we bring in more innovative assets, but we're going to continue to invest in all components of the base business and in new innovative assets as we move forward. Okay. Thank you.
Operator:
Our next question comes from Jason Gerberry from Bank of America. Please go ahead with your question.
Bhavin Patel:
Hey, guys. This is Bhavin Patel on for Jason Gerberry. My first question is can you approximate the full year 2024 EBITDA contribution from divestitures that provided partial first half 2024 contribution? Just so that we can understand the RemainCo business profile and model appropriately headed into 2025 and onwards. And then my second question is, given all the changes in the portfolio relative to reported financial results in 2022 and 2023, do you see low 30% EBITDA margins similar to certain peers like Organon as a good long-run assumption, pending any breakthroughs on the pipeline side of course. And with regards to your pipeline, is there a time line update based on new enrollment strategies for the Phase III selatogrel SOS-AMI trial? Thank you.
Scott Smith:
So thank you very much for the question. I'll ask Doretta to address the first part of your question and then I'll talk about the [indiscernible] timelines for selatogrel and cenerimod later.
Doretta Mistras:
Great. Thank you. And on the divestitures, I think, as we've laid it out when we started the year, the way we've approached it is as we close the divestitures, we've adjusted and taken out the kind of impact from our -- and provided the impact from our actuals and then also adjusted our guidance going forward to reflect those divestitures. And we'll continue to do that kind of now that the divestitures are behind us as we get through the back half of the year and we look into '25, we will be providing that additional kind of detail as we move into the rest of the year. But as we had in our earnings presentation in our press release, we do lay out the components of both the divestitures that have closed as well as the impact to our guidance and our results. With respect to margins, I mean, I think as we think about the business, we have confidence in both our base business growth as well as the stability of our EBITDA margins as we continue to invest in growth. But as Scott laid out as we continue to invest in the business, bring in more patent-protected innovative assets, we have the opportunity to continue to expand the business, but I think we feel good about the stability of our EBITDA.
Scott Smith:
And then relative to pipeline acceleration on the innovative assets, I'll say that we're very, very excited, obviously, about with both selatogrel and cenerimod. As I said in my prepared remarks, we're already making significant progress in doing the things we need to do to accelerate the development of these assets and move the timelines forward. I don't have a specific update for you on the date we want to get in and do some remediation further, continue to open new sites continue to invest in the development. And then by the time we get into the new year, we'll be able to be in a better position to give you sort of specifics on where we think those timelines are going, but we think we're going to significantly be able to help and accelerate the development timelines. And again, we'll look to update those timelines as we get into '25.
Operator:
And ladies and gentlemen, with that, we'll conclude today's question-and-answer session. I'd like to turn the floor back over to Scott Smith, CEO, for closing remarks.
Scott Smith:
Thank you, everybody, and thank you to the operator. In closing, it's been a great year for us so far with the completion of our divestitures in July were the turning point for the company. We have built a strong foundation. We have a bold vision for our future and we have the key ingredients we need to be successful to deliver on our goals. Thank you all very much for your attention.
Operator:
Ladies and gentlemen, with that, we'll conclude today's conference call and presentation. We thank you for joining. You may now disconnect your lines.
Operator:
Good morning and welcome to the Viatris Q1 2024 Earnings Conference Call.
[Operator Instructions] Please note that today's event is being recorded. I would now like to turn the conference over to Bill, Viatris Head of Capital Markets. Please go ahead, sir.
William Szablewski:
Good morning, everyone. Welcome to our Q1 2024 earnings call. With us today is our CEO, Scott Smith; CFO, Doretta Mistras; and Chief R&D Officer, Philippe Martin.
During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2024 and various strategic initiatives. These statements are subject to risks and uncertainties. We will also be referring to certain actual and projected non-GAAP financial measures. Please refer to today's slide presentation and our SEC filings for more information, including reconciliations of those non-GAAP measures to the most directly comparable GAAP measures. When discussing 2024 actual results, we will make certain comparisons to 2023 results on a divestiture adjusted operational basis, which excludes the impact of foreign currency rates and also excludes the proportionate results from the divestitures that closed in '24 and '23 from the 2023 period. When discussing our expectations for 2024, we will be making certain comparisons to 2024 results on a divestiture adjusted operational basis, which excludes the impact of foreign currency rates and also excludes from guidance the forecasted results from the date of closing until the end of the period for the divestitures that closed in 2024. With that, I'll hand the call over to our CEO, Scott Smith.
Scott Smith:
Good morning. Our first quarter financial results demonstrate continued execution against our business fundamentals, which includes maintaining base business stability while driving new product revenue and executing on our vision for future growth. We are making progress on all our key priorities, including completing planned divestitures, continuing to pay down debt, increasing shareholder return, fueling our base business and, importantly, making strategic investments in future growth.
Since last quarter's call, we closed our transaction with Idorsia and held a successful R&D event in which we reviewed key elements of our base business pipeline and did a deep dive into our newest assets, selatogrel and cenerimod. Our focus for the event was outlining how we are continuing to evolve our R&D strategy and deliver on our goal of assembling a more durable, high-margin portfolio of patented innovation on the foundation of our strong base business. We were joined by 2 key opinion leaders, Dr. Deepak Bhatt, Director at Mount Sinai Fuster Heart Hospital and a widely recognized cardiology expert, and Dr. Anca Askanase, Founder and Clinical Director of Columbia University's Lupus Center. Dr. Bhatt and Dr. Anca Askanase discussed challenges in treating acute MI and lupus, highlighting the need for highly innovative novel products that have the potential for meaningful patient impact that address significant unmet need in these 2 areas. We also reviewed the study designs for the Phase III SOS AMI study for selatogrel and the Phase III OPUS studies for cenerimod. I'm pleased to say that since we closed the transaction, we are already leveraging our own existing infrastructure and experience to expand and accelerate the development plans for both assets. Turning to the first quarter. We delivered total revenue of approximately $3.7 billion, adjusted EBITDA of approximately $1.2 billion, adjusted EPS of $0.67 per share, and free cash flow of approximately $565 million. We have now closed our Women's Healthcare Business divestiture. We expect to close our API divestiture imminently. We are on track to close the OTC divestiture by midyear, subject to receipt of certain regulatory approvals and consents. Today, we are reaffirming our 2024 financial guidance after adjusting the ranges solely to reflect the impact of divestitures and acquired IP R&D. We are also reaffirming our 2024 new product revenue range of $450 million to $550 million. From a capital allocation perspective, we continue to focus on delivering strong total shareholder return. In the first quarter, we returned $393 million to shareholders in dividends and share buybacks, and our Board of Directors has declared another quarterly dividend of $0.12 a share for this quarter. We also continue to pay down our debt, and we are continuing our efforts to identify, vet and secure additional best-in-class patented assets that have the potential to contribute to our future revenue growth. Before we move on, I want to talk about the executive leadership team we've put in place since our last call to deliver on our strategy. Executing on our base business while also pursuing opportunities for innovation and growth will be key to our future success. With these 2 priorities in mind, we have built a leadership team that is a balance between the talented group of leaders we already have within Viatris with some new faces who add new skills, new capabilities and new areas of expertise. The most recent addition to the team is Corinne Le Goff who joined us as Chief Commercial Officer. In addition to bringing a wealth of experience from serving executive leadership roles at companies across the biotech and pharmaceutical industries, Corinne has also lived, worked and studied around the world, bringing a global perspective that is important to a company like Viatris that reaches patients in more than 165 countries. I'm very pleased to have Corinne onboard. I look forward to working with her and all of the members of the executive leadership team as we continue to build the truly unique company that we have envisioned. Now let me turn it over to Philippe Martin to discuss progress on our pipeline. Philippe?
Philippe Martin:
Thank you, Scott. I'd also like to welcome Corinne to Viatris and I look forward to working with her.
Since our last earning call, we held an R&D event to discuss key elements of our pipeline as well as details about the collaboration with Idorsia, including the 2 potential blockbuster assets, selatogrel and cenerimod. As we said, we have built a strong foundation. Our base business pipeline and portfolio is expected to keep delivering consistent results, currently reaching more than 1 billion patients a year. Our new partnership with Idorsia has the potential to broaden that reach. We are very excited about selatogrel and cenerimod. They are highly innovative products that have the potential to deliver meaningful patient impact in significantly advanced treatment in areas of high unmet medical need. The deal closed on March 15. And since then, we have brought onboard approximately 80 Idorsia employees, ensuring no interruption in program continuity. They are a team of talented drug developers who are fully dedicated to driving forward the development programs for both assets. For selatogrel and cenerimod, we are focused on expanding and accelerating enrollment of the Phase III SOS MI study and Phase III OPUS studies, respectively. We are adding approximately 250 sites to each program, and we are expanding into additional regions, leveraging the strength of Viatris' global reach. We have initiated the development of life cycle strategies for both assets looking to maximize these opportunities by developing additional indications or expanding into broader patient populations as well as optimizing, labeling and launch sequencing globally. Finally, we will have a normal presentation at EULAR in June focused on cenerimod effect on biomarker of inflammation in SLE. Looking at our eye care pipeline. We launched Ryzumvi in the U.S. for the reversal of pharmacologically induced mydriasis on April 1. We are actively enrolling Phase III studies of MR-139 for the treatment of blepharitis and MR-142 for the treatment of dim light or night vision disturbances. For MR-146, gene therapy for neurotrophic keratopathy, we are targeting an IND submission in the second half of this year. Looking at our base business pipeline, we have more than 25 products in our novel portfolio. Of those, I'd like to highlight 3 particular projects. For GA Depot, as you know, our partner Mapi received a CRL back in March. We are working with Mapi to respond to comments received from the FDA and intend to seek a meeting with the FDA in the next few months. We will determine the next step after that meeting. Phase III studies for meloxicam fast acting, a potential opioid-sparing treatment in post-surgery pain are well underway. The Phase III study for Xulane Low Dose for use in contraception has completed enrollment. With our complex injectable pipeline alone, we have more than 50 products in total, 15 products currently under FDA review, 9 of these represent potential first-to-market opportunities. Finally, our core generic pipeline is progressing well with submissions continuing at a steady pace, in line with expectations. In summary, we are making progress on key elements of our pipeline. We have an incredibly talented team. And we have clear plans to deliver on our key R&D objectives to support Viatris' overall growth. Now I will turn the call over to Doretta to work through the quarterly results.
Theodora Mistras:
Thank you, Philippe, and good morning, everyone. It's great to be here to discuss our Q1 performance. As Scott highlighted, we are off to a strong start to the year with our fourth consecutive quarter of top line growth. We continue to execute against our growth plan, which includes maintaining our base business stability and driving new product revenue. Our globally diverse platform is generating growth from our base business in emerging markets in Europe, and from higher-than-expected new product revenue.
In the quarter, we made great progress on our strategic initiatives. We closed the Women's Healthcare Business divestiture, completed the Idorsia transaction, and expect to close the divestiture of the API business imminently. I will provide an update on these items as it relates to guidance in a bit. And I echo Scott's comments as it relates to Corinne. I look forward to working closely with her as we continue to drive growth and unlock value from our platform. Turning to first quarter performance. We delivered 2% year-over-year operational growth, which was in line with our expectations. This excludes the impact of foreign exchange which was approximately 2%. This marks the fourth consecutive quarter of top line growth, and once again highlights the power of our well-diversified global platform. The growth was driven by strength in emerging markets, Europe and JANZ and by better-than-expected new product revenue of $154 million in the quarter. Moving to our Commercial segment. For developed markets, Europe delivered another strong quarter, growing approximately 2% versus the prior year. We saw growth across our broad portfolio of brands, generics in key markets such as Italy and France, and the positive benefit from new product launches. Our North America business declined approximately 3% year-over-year as a result of channel dynamics and customer formulary changes in our brand portfolio. This was partially offset by approximately 18% net sales growth in Yupelri and continued uptake in Tyrvaya versus Q1 of 2023. Generics performed better than expected, driven by new product launches, including Breyna as well as strong performance in base business complex products such as Wixela. Emerging Markets had another strong quarter, delivering approximately 9% year-over-year operational growth. This performance was driven by strong results in the MENA and Eurasia regions as well as key countries like Thailand and Malaysia. Generics grew approximately 10% due to ARV phasing benefits and strength across our broad portfolio. And brands were up approximately 8%, more than expected, driven by key products such as Lipitor, Elidel and Xalabrands. JANZ grew approximately 2% over the prior year, driven by expansion of business activities in Australia. This helped to more than offset the expected declines due to government price regulations in Japan and Australia. And lastly, in Greater China, our results were flat versus Q1 2023. We continue to focus on the retail segment and on growing the self-pay patient base while navigating the evolving policy environment. Now I'll walk you through the remainder of the P&L and the drivers of adjusted EBITDA and adjusted EPS. Adjusted gross margin of approximately 59% in the quarter was ahead of our expectations and was driven by positive portfolio and segment mix. As anticipated, adjusted gross margin declined versus the prior year due to price regulations in Japan and the increase in COGS. As expected, first quarter operating expenses increased due to SG&A investments in the eye care franchise, new product launches and progress in key R&D programs. Free cash flow for the quarter met expectations and versus prior year was driven by lower adjusted EBITDA, the closing of divestitures and the timing of working capital. Excluding transaction costs, and taxes from the divestitures, free cash flow would have been $648 million. It is important to note that related taxes and transaction costs associated with the divestitures will continue to impact cash flow from operating activities. The proceeds received from the divestitures will benefit cash flow from investing activities. Moving to the balance sheet and capital allocation. We ended the quarter with approximately $1 billion in cash and cash equivalents on hand. We continue to execute on our balanced capital allocation framework and returned $393 million of capital to shareholders in Q1 in the form of both dividends and share repurchases. Now I'll walk you through the details of our financial guidance for the rest of the year. We are reaffirming our 2024 financial guidance after adjusting the ranges solely due to divestitures and acquired IP R&D. These adjustments represent approximately $270 million in revenue, $86 million in adjusted EBITDA and $0.04 in adjusted EPS for the remainder of 2024. The underlying fundamentals for 2024 total revenue guidance include, no change to the base business growth of approximately 2% operationally versus 2023, and continued confidence in meeting our new product revenue range of $450 million to $550 million due to the strong uptake of Breyna and the breadth of our new product launches. Lastly, if April foreign exchange rates hold for the rest of the year, there could be a headwind of approximately 2% on full year revenue. Now a few comments about anticipated phasing for the rest of the year. Total revenue is expected to be modestly higher in the second half, mainly due to normal product seasonality. New product revenue is expected to be higher in the first half driven by Breyna, which is treated as new product revenue through July. Adjusted gross margin is expected to be higher in the first half versus second half due to product and segment mix. We expect operating expenses to be relatively evenly phased between the first half and the second half. Taking these factors into consideration, adjusted EBITDA and adjusted EPS are expected to be slightly higher in the second half. Free cash flow is also expected to be more weighted to the second half. As a reminder, free cash flow tends to be lower in Q2 and Q4 due to timing of semiannual interest payments. Based on the strong fundamentals of our business and our progress to date against our objectives, we believe we are well positioned to meet our expectations for the remainder of this year. And with that, I'll hand it back over to the operator to begin the Q&A.
Operator:
[Operator Instructions]
And the first question comes from Nathan Rich with Goldman Sachs.
Nathan Rich:
Maybe a couple of product questions to start. First, I guess, Doretta, you mentioned the North America softness in brands. Could you elaborate on the channel and formulary dynamics that you saw? How much of that was different than your expectations? And is there anything you can do to improve access there?
And then with respect to GA Depot, and the expected meeting with the FDA in the third quarter, I think you had previously talked about kind of site inspection that needed to be done as well as some questions on the Phase III study. I guess as you had a little bit more time to talk to Mapi, what is the current kind of time line for remediation that you see and when that product could potentially get approval and launch?
Scott Smith:
So Scott Smith here. I'm going to kick it over to Doretta to answer the product-specific question, and Philippe will address the GA Depot. So Doretta?
Theodora Mistras:
Great. Specifically, I would say, in North America, as mentioned, as you noted, we were impacted by 2 items. The first was a formulary change and the second was channel dynamics. The formulary change really impacted EpiPen. The change in channel dynamics in Q1, we saw slightly higher-than-expected utilization in certain kind of legacy brands, and that was really due to higher utilization in those noncommercial channels.
I would say kind of over the course of the year, we do expect those impacts to be offset by growth in other brands. So we saw 18% in Yupelri growth, Tyrvaya growth. These are factors that we're all kind of monitoring in Q1. I would say we were kind of -- it was a disproportionate impact in what we kind of originally anticipated. But I think as we go through the course of the year, we expect these to be offset.
Scott Smith:
And Nate, just a couple of comments before I turn it over to Philippe. And Q1 for brands in the U.S. is always a little bit choppy. Again, as Doretta said, we expect to have a good full year performance. And I would just like to say, overall, the business is performing as expected globally. It's a very large and diverse business, there's lots of puts and takes. But we're very happy with the overall global performance this quarter.
Philippe Martin:
Thanks, Scott. And so with regard to Mapi and GA Depot, we are working with them to address comments that we received from the FDA, as I mentioned, and seeking a meeting in the next few months. Once we have that meeting, we'll have clarity on -- more clarity on the time line and what to expect. So we'll be sharing that with you once available.
Operator:
And the next question comes from Jason Gerberry with Bank of America.
Bhavin Patel:
This is Bhavin Patel on for Jason. For us, I just want to focus on just Tyrvaya. The product appears to be about an $80 million product with moderate growth. So maybe can you just help us form the bridge to the $1 billion in ophthalmology sales that you're expecting by 2028 between Oyster and Famy Care assets. I believe the recently launched Ryzumvi was framed as a sort of commercially niche product. So is the key seeing an inflection in Tyrvaya in the remainder of 2024?
And then second, on free cash flow. Longer term, do you continue to see a floor as being $2.3 billion unchanged post divestitures, which would be 2025 onwards?
Scott Smith:
Thank you very much for the question. Tyrvaya, we're seeing positive trends. We're seeing continued uptake with Tyrvaya. It performed in line with our expectations in Q1. We're very hopeful on the trajectory of Tyrvaya. We just started the DTC in Q4, and we'll see where it goes. That $1 billion that you're talking about over the next 4, 5, 6 years is relative to the whole pipeline of products, right? Definitely, Ryzumvi is a little bit of a niche product. It's complementary to what we're doing with Tyrvaya in terms of sales call dynamics and things, but we're continuing to be very, very hopeful relative to the ophthalmology business, and we've got a number of products in the pipeline.
Theodora Mistras:
And specifically, the free cash flow, the short answer is yes, with respect to your question around $2.3 billion kind of -- we feel that even post the divestitures, kind of as we look into 2025 and beyond, just given the diversity of our business, the portfolio and the stability of the base business as well as some of the kind of broader objectives and cash optimization kind of initiatives we've put in place, our business should be able to generate at least $2.3 billion in free cash on an ongoing basis.
Operator:
And the next question comes from Glen Santangelo with Jefferies.
Glen Santangelo:
Scott, in your prepared remarks, I mean, you obviously made the comment that API is expected to sort of close imminently. And I didn't hear clearly what you said on OTC. Is that still expected to close by June 30, I think, was the previous timing? Is that still fair?
Scott Smith:
Yes. I think what we talked about in the last time was closed by midyear. I'm not sure if it's going to be June or a little bit later than that, but we're expecting to close it midyear. It's obviously subject to certain regulatory approvals and consents, which are a little bit out of our control, but that continues to track very well. We're pleased with our progress there. We should be closing that transaction by midyear.
Operator:
And the next question comes from Ash Verma with UBS.
Ashwani Verma:
I had 2. So just on JANZ, maybe, can you elaborate the business dynamics here? It seems like the business has been facing some headwinds. I mean kind of you were up 2% on an operational basis, but on a relatively easy comp. And what sort of that should be the go-forward trajectory here?
And then second, on the new product revenue, good to see the $154 million. How much of that is driven by Tyrvaya? And can you get to your -- this year guide for $450 million, $550 million without CapEx or once monthly?
Scott Smith:
Yes. Doretta can answer the first part and then on JANZ, and I'll take the new product question afterwards.
Theodora Mistras:
Great. So I would say on JANZ, it is performing kind of in line with what we expected for the first quarter, we are seeing growth. We did see some FX headwind relative to last year in the region. But the growth we're seeing there, the 2% operational growth, was really driven by some expansion of business activities that we saw in Australia. And this is a business kind of that we expect on an ongoing basis there is natural price erosion just due to government price regulation, specifically in Japan and Australia. And so that will factor in as we think about the rest of the year. And we do expect this business to perform in line with our expectations.
And then specifically also just to add a little bit to what Scott said around new products, we have great confidence in our $450 million to $550 million of new product launches. One of the benefits is we're not dependent on any one single product. Kind of Breyna is performing better than what we expected, but there's -- kind of the breadth of our portfolio is what allows us to kind of have that confidence in our $450 million to $550 million.
Scott Smith:
And specific to your question, $0 of that is on Tyrvaya. That's no longer defined as a new product within our company. And again, just very pleased with $154 million in the quarter for new products and reaffirming the $450 million to $550 million despite maybe some delays in GA Depot.
Operator:
And the next question comes from Chris Schott with JPMorgan.
Christopher Schott:
Just 2 for me. Maybe on just some of the comments from the prepared remarks. I think on the Idorsia assets, you mentioned accelerating some site enrollment there or expanding a number of sites. Does that accelerate the time lines at all that you laid out at the Analyst Meeting or were those already reflected in those time lines?
And then my second question was on the capital deployment front. I know it's asked frequently. But just, Scott, can you share what you're thinking about -- how you're thinking about the range of opportunities you're evaluating as we think about in-market versus pipeline, in-licensing or partners versus outright acquisitions? Just is there any baskets within there that seem particularly interesting versus others? And maybe just as part of that, just with where the stock is, how you're thinking about repo in the mix of capital deployment?
Philippe Martin:
So I'll take the first question on Idorsia, this is Philippe. So no, it's not -- the acceleration that we are currently working on by adding a significant number of sites and expanding into regions that originally were not planned by Idorsia but where Viatris has significant experience, is not included in the time line that we presented at the R&D Day. It's too early for us to see the impact that this is going to have, but we'll keep you updated as we go forward.
Scott Smith:
And relative to capital allocation, important to note already this year, we have bought back shares delivered on the dividend, done the Idorsia deal, and brought assets that could drive potential future growth. In terms of the things that we're looking at, I'll continue to say, we look at all manner of different opportunities. Certainly, I like the licensing partnership route for a lot of it given the strong global company we have and the base we have worldwide that I think we're a very favorable partner for people with good technologies and products to be able to launch their products globally. So we're looking at partnering.
There's a lot of interesting opportunities out there for a company of our size and our breadth and we're sorting through it all. And I will say, as we continue through the year, although we've already done some share repurchases and some BD, we expect to have the capital to be able to continue to do some share buybacks as we get through the year and also potentially some BD if the right opportunities arise for us.
Operator:
And the next question comes from David Amsellem with Piper Sandler.
David Amsellem:
A couple of questions on injectables. Any color on Venofer and also glucagon. I know you'd cited those 2 in prior slides. And then also, in general, how are you thinking about the broadening of your complex injectable footprint? I know you cited some metrics in the slides. But I guess the question here is, how big of a priority is that as a percentage or as a portion of your overall generic R&D mix? And how are you thinking about new launches outside of this year in terms of how you're thinking about a number of potential complex injectable launches for '25 and '26?
Scott Smith:
So I'll kick it over to Philippe to talk specifically about some of the products and the strategy. But just overall, the complex injectable portfolio is a very important part of our base business. We're investing in it. We see important products on the market today from it. We see important products in the future from it. So it's a very sort of important part of our base business mix. And important to continue to invest in the complex generics as we move forward and add other new products, innovative products, patented products to the portfolio to accelerate that growth.
Philippe Martin:
Yes. And to answer your first question, the 2 assets you mentioned are second half launches. We're working through the regulatory approval process. We remain confident in our $450 million to $550 million new product revenue guidance for the full year. And we've -- as you know, we've been very successful in bringing similar products to market in the past. So we feel good about our new product revenue going forward.
And then in terms of the mix of products regarding the injectable -- complex injectable pipeline, I mean, they represent more than 50 products in total, and we have about 15 that are currently under FDA review. So in terms of product mix, they represent a significant number of approvals for us going forward. So that remains a very important segment of our R&D portfolio that will continue to grow over time.
Operator:
And the next question comes from Balaji Prasad with Barclays.
Balaji Prasad:
A couple of macro questions and a bookkeeping question from me on, firstly, emerging markets, it looks like this quarter has been largely driven by emerging markets. Can you comment around the sustainability of this? And maybe also help me understand how this translated on an FX basis through the P&L.
And on the guidance, the revised guidance and the divestiture impact, if I understand right, so the $270 million strip is for 9 months of Women's Health and 7 or 8 months of the API business, is that the right way to think about it?
Scott Smith:
Thank you, Balaji. I'm going to hand it over to Doretta to answer the specific questions on the emerging market segments and the divestitures.
Theodora Mistras:
Yes. So on emerging markets specifically, we were very pleased with the performance that we've seen in that region. It was really -- we saw broad performance specifically both in our MENA and our Eurasia region, both across generics, and across our branded portfolio such as Lipitor, Elidel, Xalabrands. So we really saw outperformance across the board. And this was despite some FX headwinds that we saw in that region. We had multiple currencies that we saw some weakness in versus the U.S. dollar relative to last year. So we were very pleased with our performance in emerging markets.
With respect to your second question around the divestitures. So yes, so as kind of the Women's Health transaction we closed in March, given we expect to close the API transaction imminently, the way we thought about the remainder of '24, we've stripped out Women's Health as of its close and we've stripped out the API business as if it has closed in May given its imminent closure -- expected closure.
Operator:
Thank you. And this concludes our question-and-answer session. I would like to return the conference to Mr. Scott Smith, CEO, for any closing comments.
Scott Smith:
So thank you, and thank you to everybody online for your attention this morning. In closing, we're continuing our momentum for last year. We've had a great -- we've made great progress on all our key priorities and have a strong executive leadership team in place, a passionate global workforce that is dedicated to leading the company into what we believe is an exciting future ahead. Thank you again.
Operator:
Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your phone lines.
Operator:
Good morning, and welcome to the Viatris Q4 and Full Year 2023 Earnings, 2024 Guidance Call. All participants will be in a listen-only mode. [Operator Instructions] Also note, today's event is being recorded. At this time, I'd like to turn the floor over to Bill Szablewski, Head of Capital Markets. Please go ahead.
Bill Szablewski:
Good morning, everyone. Welcome to our Q4 2023 earnings call. With us today is our CEO, Scott Smith; President, Rajiv Malik; CFO, Sanjeev Narula; and CFO Elect, Doretta Mistras. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2024 and various strategic initiatives. These statements are subject to risks and uncertainties. We will also be referring to certain actual and projected non-GAAP financial measures. Please refer to today's slide presentation and our SEC filings for more information, including reconciliations of those non-GAAP measures to the most directly comparable GAAP measures. When discussing 2023 actual results, we will be making certain comparisons to 2022 results on a divestiture adjusted operational basis, which excludes the impact of foreign currency rates and also excludes the results from the divested biosimilars business and proportionate results from the divestitures that closed in 2023 from the 2022 period. When discussing our expectations for 2024, we will be making certain comparisons to 2023 results on a divestiture adjusted operational basis, which excludes the impact of foreign currency rates and also excludes the results of the divestitures that closed in 2023 from the 2023 period. With that, I'll hand the call over to our CEO, Scott Smith.
Scott Smith:
Good morning, everyone. 2023 was an outstanding year for Viatris in which we delivered strong operational results, streamline the company and finish the year with our third consecutive quarter of operational revenue growth. I am pleased to say that as we begin 2024, I could not be more excited about the future ahead. We are already executing on our vision for our next chapter. We continue to generate strong free cash flows. This provides us with the flexibility to balance returning capital to shareholders through share repurchases and dividends was continuing to fuel our base business and make strategic investments in future growth. As I've said, in addition to continuing to develop the three core therapeutic areas that we previously identified, ophthalmology, dermatology and GI, we are also going to be opportunistic in seeking out assets that fit our company well and have the potential to contribute significantly for our future revenue growth. Today's announcement that we've entered into a global research and development collaboration with Idorsia is a great example of this approach in action. We are bringing in two late-stage potential blockbuster assets with long-dated patent protection, and we are connecting Idorsia's proven, highly-productive drug development team and innovation engine with our own strong existing infrastructure experience. We believe that together, we will be able to execute on the potential of these global assets and any future assets, as we work to deliver on our goal of building a more durable, predictable portfolio on the foundation of our strong base business. We believe that Selatogrel and Cenerimod can become meaningful components of Viatris' business over the long term. I'll talk more about the deal in a moment, but first, 2023. We finished the year strong with full year results in line operationally with our 2023 adjusted guidance. Importantly, our fourth quarter results represent our third consecutive quarter of operational revenue growth, giving us good momentum going into the new year. We expect that momentum to continue into 2024 and beyond. In 2023, we delivered total revenues of approximately $15.4 billion, adjusted EBITDA of approximately $5.1 billion, and free cash flow of approximately $2.4 billion. We have already completed certain of our divestitures and are on track to complete all remaining divestitures by mid-year, subject to final regulatory approvals. Turning to 2024. Today, we are sharing our full year guidance ranges for total revenue, adjusted EBITDA, free cash flow and adjusted earnings per share. Adjusted EPS will increasingly become an important metric to reflect earnings growth and balanced capital allocation for us in '24 and beyond. From a capital allocation perspective, we continue to pay down debt and expect to reach our long-term gross leverage target this year. We are maintaining our dividend for 2024. We completed $250 million share repurposes earlier this year. Our Board of Directors has provided us with an additional $1 billion share repurpose authorization, to use at the appropriate time, bringing our total authorization to $2 billion, of which we have used $500 million and have $1.5 billion in authorization remaining. And earlier today, we announced a significant global research and development collaboration. Diving further into our Idorsia announcement, we are very excited about this new partnership. The agreement combines Viatris' financial strength and worldwide operational infrastructure, with a portfolio of novel assets that we believe will provide the foundation for accelerated top line growth. Viatris will receive exclusive global development and commercialization rights to two assets, Selatogrel, a potential life-saving self-administered medicine for patients at risk of recurring heart attack, and Cenerimod, a novel immunology asset that has the potential to be a first-in-class oral therapy for the treatment of SLE, with potential broad application across multiple other autoimmune diseases. The global collaboration also includes future optionality to expand the collaboration with additional pipeline assets in a transaction that minimizes near-term P&L impact and provides significant upside following Phase 3 readouts and regulatory approvals. The addition of Selatogrel builds on Viatris' existing global cardiovascular franchise and our deep knowledge and expertise in self-administered medicines for acute life-threatening conditions. Cenerimod has the potential to be a cornerstone asset in Viatris' immunology platform, an area which I personally and our Chief R&D Officer, Philippe Martin, and others at Viatris have deep development and commercialization expertise. The agreement also highlights Viatris' capability to identify depth and secure high-growth assets in areas of unmet medical need and do it in a way that reinforces our disciplined approach to capital allocation. We will be hosting an R&D event on March 27 in New York City, to discuss the collaboration with Idorsia and other elements of the company's pipeline in more depth. Before I move on, I want to take this opportunity to welcome Doretta Mistras, who will become our new Chief Financial Officer on March 1. Doretta joined us in January as CFO elect. She has been spending valuable time getting to know the company even better than she already did as a former Deputy Adviser. I'm pleased to have Doretta coming on board for what I expect to be an extremely successful next phase of Viatris. She'll share a few comments later in the call. But now let me turn the call over to Rajiv as we continue our discussion of our strong fourth quarter and full year 2023 results and our expectations for 2024. Rajiv?
Rajiv Malik:
Thanks, Scott, and good morning, everyone. As we close Phase 1 of our strategy, I'm incredibly proud of all that we have accomplished. We simplified but more importantly, stabilize the base business. We continue to deliver on our strong pipeline and are in the final stages of reshaping the company with remaining divestitures being on track. We believe that the stability of our core business and our deep pipeline positions the company very well for continued growth into '24 and beyond. Let me talk to you a bit more about what we believe makes our core business stable. It is driven by the consistent and steady performance of our brand business, the sustainability of our generics portfolio and our ability to continue to bring to market our organic pipeline consisting of high-margin, durable and complex products. Let me further expand this into three elements. First, our Brand business, which makes up about two-thirds of our portfolio, grew 1% in '23, supported by brands like Yupelri and Effexor. We expect our branded portfolio to continue to build upon the success of 2023 and show a moderate growth. Next, is our Generics business, which now also includes our complex generics and makes up the remaining one-third of our revenue. This business was flat in 2023, and is expected to show a slight growth in 2024. The geographic and portfolio diversity, which includes a number of high-value complex products such as Wixela, Breyna and Xulane, rendered this portfolio inherent stability. The third driver of our stable base is our ability to execute on our pipeline. This is the third consecutive year that Viatris has delivered at least $450 million in new product launches. In 2023, we made significant progress across our complex injectables, select novel and complex products and eye care pipelines. We launched Breyna, the first generic Symbicort and Lisdexamfetamine and several others. FDA accepted our NDA filing application for glatiramer acetate depot injection. We received FDA approval of Ryzumvi, an eye drop for the treatment of pharmacologically-induced mydriasis. And we received positive top line results for our Phase 3 trials of Yupelri in China. We also received positive top line results for our Phase 3 trial of Tyrvaya in China and subsequent NMPA acceptance of our NDA. For 2024, we are excited to continue to deliver on our deep pipeline and execute on several key launches that will expand access to patients. For example, from our complex injectables portfolio, we expect to be an early entrant with our Sandostatin LAR product, liraglutide, a generic for Victoza as well as iron sucrose, a generic for Venofer. From our eye care pipeline, we expect to launch Ryzumvi. And from our novel and 505(b)(2) pipeline, we are excited to bring to market our once-monthly, glatiramer acetate depot for patients with multiple sclerosis, and we are pleased to present our latest data this week at [indiscernible], a key medical conference. We also continue to be laser focused on progressing our other pipeline assets, many of which are in Phase 3 stages such as Xulane low dose, Meloxicam and Effexor GAD. We are especially excited about advancing our eye care pipeline that has several programs in a Phase 3 aimed at addressing vision-related disorders such as Presbyopia, Night Vision disturbances and Blepharitis. Let me now turn to the commercial segments and our expectations for 2024. In '24, we expect total revenues to grow approximately 2%, which includes approximately $450 million to $550 million in new product revenue. Starting with Developed Markets. In '23, Developed Markets declined by 1%. Our European business for the third consecutive year demonstrated operational net sales growth led by Italy and Spain, as well as contributions from new product launches. This helped us offset the decline in North America due to the expected impact of increased generic entrance to performance and higher competitive pressures on certain complex products, including Wixela and Xulane in the first half of the year. For 2024, we expect this segment to grow with both Europe and North America expected to grow 3%. Europe's growth is expected to be led by our strong brand portfolio including Brufen, EpiPen and products from our Thrombosis portfolio. In addition, we anticipate further growth in key markets, including Italy and France, and strong Generics performance aided by new product launches. North America is expected to grow by 3%, driven by the exciting new launches of GA Depot, Liraglutide and Sandostatin LAR. In addition, we expect to further strengthen our position of respiratory products like Wixela and Breyna. Yupelri is expected to continue its growth trajectory and grow by double digits. For the Eye Care portfolio, we expect further gains in 2024, resulting from the continued prescription growth in Tyrvaya as we expand access through patient fulfillment, coupled with the launch of new product, Ryzumvi. The Tyrvaya TTC campaign launched in October has shown early indications of both increased patient responsiveness and performance as quarter four non-bridge prescriptions were up 18% quarter-over-quarter. Emerging Markets had another strong year, delivering 7% year-over-year operational growth in '23. These better-than-expected results benefited from strength across our broader generics portfolio and stronger-than-expected performance from brands like Dymista and Viagra, led by markets such as Turkey, South Korea and Southeast Asia. Going into 2024, we are projecting this segment to grow by 6% year-over-year, primarily driven by our branded business. Moving to JANZ. Full-year '23 came in below our expectations due to the continued impacts from the government-driven price regulations in this region, which we expect to continue into 2024. We anticipate to partially offset the pricing dynamics with the ongoing strong volume growth from our three brands, including Amitiza, Creon and Effexor, as well as optimizing our Generics business. This segment is expected to decline by 8% in 2024. Greater China performed ahead of our expectations for the full-year 2023, delivering 2% growth, driven by strong performance of our retail channel in China. This is a result of our ability to adapt our business model to the evolving market dynamics. Going forward, we will leverage our investments to further expand the self-pay patient market and our brand equity in this channel which we expect will help to absorb some of the impacts from the government-implemented health care policy regulations. With these dynamics in mind, we have modeled a 2% year-over-year decline for 2024. Before I conclude, I want to take the opportunity to thank the management team for their partnership over the years and all our employees who have helped us build a strong global platform. I'm very pleased with where we are today in Viatris' journey, and the strength as well as stability of our core business, which is now nicely set up for continued growth from here onwards. With that, I'll hand the call over to Sanjeev.
Sanjeev Narula:
Thank you, Rajiv, and good morning, everyone. 2023 was another strong year across total revenue, adjusted EBITDA and free cash flow. Our results were in line or better than our expectations. We believe that the foundation we built sets the company up to deliver on our strategy and future growth outlook. Our guidance, as updated in November included a full year contribution from the divested businesses. As a result of certain transactions that closed in 2023, we're adjusting our guidance on total revenue and adjusted EBITDA by $35 million and $20 million, respectively. Adjusted EBITDA included $105 million of acquired IP R&D, primarily related to upfront licensing payments. Please note, we do not include acquired IP R&D in guidance for future periods, as it cannot be reasonably forecasted. Free cash flow was impacted by approximately $235 million associated with the divestitures, including transaction costs and taxes. Excluding this impact, free cash flow would have been $2.64 billion on a full year basis. This was the third consecutive quarter of operational revenue growth, and we continue to see solid performance across Developed Markets, Emerging Markets in our Greater China segment. Excluding the impact of divestitures, revenue grew over 1%. During the last earnings call, we noted that adjusted gross margin would moderate in Q4 due to the timing of segment and product mix. On a full year basis, adjusted gross margin came in at the high end of our expectation at 59.1%, driven by strong brand performance. Adjusted SG&A and R&D included certain investment we made in Q4 to support future revenue growth. We had another strong year of free cash flow generation, reflecting our underlying operational performance and continued priority on cash optimization initiatives. Free cash flow in the fourth quarter was impacted by transaction costs and taxes related to the divestiture. And excluding these items, would have been $454 million. It is important to reiterate that gross proceeds from the divestiture benefit cash flow from investing activities, while the related taxes and transaction costs are included in cash flow from operating activities. The strong free cash flow generation over the last three years exceeded $7.5 billion, and has enabled us to deliver on our financial commitment. This included debt paydown of greater than $6.6 billion, and a return of approximately $1.8 billion of capital to shareholders. These positive actions taken by the company reinforce our continuing commitment to an investment-grade rating and an expectation of increasing the return of capital to our shareholders. For 2024, our guidance includes the estimated full year results from the divestitures that have not yet closed. The expected timing of closing of divestitures will impact reported results for the next few quarters. We will provide future adjustment to guidance as remaining divestitures close. The anticipated driver for 2024 total revenue guidance include growth of approximately 2% operationally versus 2023, and expected new product revenue of approximately $450 million to $550 million, and a growth from our Eye Care division. As a reminder, guidance currently includes approximately $1.1 billion of total revenue on a full year basis from the remaining divestitures. The driver for adjusted EBITDA include contribution from new product launches and revenue growth, moderation in gross margin relative to '23 levels due to anticipated product and segment mix and increased R&D primarily related to Idorsia collaboration. The estimated adjusted EBITDA from the remaining divestiture is approximately $320 million on a full year basis. We expect to generate approximately $2.5 billion in free cash flow in 2024 before any divestiture costs and taxes. Lastly, we're providing adjusted EPS guidance as a measure of our expected earnings growth moving forward. Estimated shares outstanding include the benefit of share buyback executed earlier this month. Now a few comments about anticipated phasing in this year. Total revenue is expected to be higher in the second half due to launch of new products and normal product seasonality. Taking into account the phasing of revenue, margins and investments, we expect adjusted EBITDA and free cash flow to be evenly phased between first half and second half. And in general, free cash flow tend to be lower in quarter two and quarter four due to timing of semiannual interest payments. In the revenue guidance walk, the 2023 adjusted number of $15.2 billion excludes the result of divestiture that closed in 2023, and includes anticipated foreign exchange headwinds. We expect reported adjusted EBITDA to be impacted by the benefit of approximately 2% total operational revenue growth, estimated impact of foreign exchange, divestitures that closed in 2023, and Idorsia R&D investment and impact of IP R&D. Taken these items into consideration, we expect adjusted EBITDA for the base business to be stable this year. We have pivoted to a more balanced capital allocation approach. This includes a focus on capital return and business development. The Idorsia R&D collaboration represents a disciplined approach, with a modest upfront payment of approximately $350 million. The license structure serves to minimize and share the future development expenses for the program while providing potentially significant upside economics. The Board has maintained the annual dividend policy of $0.48 per share in 2024. Earlier this month, the company has repurchased approximately $250 million in shares of common stock. The Board of Directors has increased our existing share repurchase authorization by an additional $1 billion. We anticipate excess cash will be used opportunistically for additional buyback in future. Lastly, we expect to continue to strengthen our balance sheet with debt paydown of approximately $3.5 billion this year to reach our long-term growth leverage target. Before I close, I want to take this opportunity to thank all of our colleagues around the world and a special call out to my finance team for their extraordinary work over the last four years. I'm extremely proud of what we've accomplished together. I would be remiss if I did not acknowledge our management team and the Board of Directors for the opportunity to serve as the Chief Financial Officer of Viatris. Viatris in its strongest financial position here. The foundation is solid and will ensure its ability to make a real difference in patients' lives for many years to come. Now, I'd like to turn it over to Doretta.
Doretta Mistras:
Thank you, Sanjeev. It's an honor to be here, and I look forward to working with Scott and the rest of the management team to execute on the company's growth strategy and capital allocation priorities. Prior to joining Viatris, I had the benefit of working with the team as an adviser. I have helped companies across the health care industry drive shareholder returns for the past 20 years. This gives me a strong appreciation for the unique position that Viatris is in today, to create significant value for our shareholders, given the diversity of the business and the stability of the cash flow. With our gross leverage target in sight, I believe the company is striking the right balance with respect to business investment and capital returns. I expect that with the strong foundation we have coupled with thoughtful capital allocation, we will be a strong adjusted EPS growth story in the future. As Scott mentioned, the Idorsia collaboration is a great example of the kinds of deals we'll continue to evaluate. This collaboration has the potential to enhance our growth profile by delivering a strong portfolio of branded, patent-protected assets targeting significant unmet patient needs, while leveraging our capabilities in therapeutic areas where we have differentiated insights. Additionally, the transaction was structured in a way that deploys capital judiciously and creates the potential for asymmetric returns for our shareholders relative to the quantum of capital deployed. Now, I'd like to turn it back over to the operator for Q&A.
Operator:
[Operator Instructions] Our first question today comes from Christopher Schott from JPMorgan.
Christopher Schott:
Just had a question on business development, just building on some of the comments from the prepared remarks. Just as you think about business development opportunities, how do you think about balancing I guess, kind of R&D deals that may be come with a bit more risk like we saw today. It could be a nice opportunity upside, but have some risk with them versus maybe more in-market transactions or in-licensing of already approved drugs that maybe have potentially lower returns, but a bit more certainty. I'm just trying to sense, is there a bias one way or the other? Are you seeing more opportunities in one bucket versus the other?
Scott Smith:
Thank you, Chris. Thank you for the question. And I think we're going to look at all manner of opportunities in order to build the portfolio. I think licensing, partnering, M&A for in-market assets is something that we're looking at. I also think we're looking at broader licensing agreements. In this case, we're looking at two Phase 3 assets, I believe, that are relatively derisked that have real blockbuster potential. I think Doretta said asymmetric -- the potential for asymmetric return, which I believe is the case here. In terms of Phase 3 assets, we also have an ability to affect the development and the registration strategy and of course, the commercial strategy going forward. So there's some benefits, I think, to do anything at this stage. But certainly, we're going to look at all manner of opportunities and able to build the portfolio in the right way in the future. And just one comment is, I think the solid base of the company that we built through ‘21, ‘22, ‘23 and into ‘24 really provides us that opportunity to look for appropriate business development opportunities to build off that base and grow in the future.
Operator:
Our next question comes from Glen Santangelo from Jefferies.
Glen Santangelo:
Just maybe to build on Schott's question. Scott, what should we expect at this upcoming R&D Day. I mean it seems you've been pretty clear that the hope was always to use half the available free cash flow towards business development? And do you still expect that to be the case? Or based on your time in the seat, do you see more opportunities maybe than what you originally thought? Or because now it seems like you laid out your preferred therapeutic areas, and we're buying outside of that. I'm just kind of curious to get your take on the market for these assets and what you're planning at a high level to discuss at R&D Day.
Scott Smith:
So I think, first of all, thank you for the question, Glen. Our capital allocation plan is not changing. Going forward, we plan to deliver return to shareholders through share buybacks, which we've initiated in '24, and done $250 million of dividends and then also looking for business development opportunities. As I've said many times before, we're going to look at the core therapeutic areas, dermatology, GI, ophthalmology, but we're also going to be opportunistic outside of those areas to find assets that fit what we do best. And in terms of these two assets, I think they fit what we do very, very well. We have $2.5 billion in cardiovascular revenue. globally. And so we take a look at that. I think Selatogrel fits very well into the pre-existing expertise and drug, can play across multiple different therapeutic areas, including dermatology, GI, neurology, rheumatology. And so I think these two assets fit our portfolio very, very well. And again, we're going to look at our three core areas, but we're also going to try and be opportunistic to look for opportunities outside of that. In terms of what we're going to cover in the R&D Day, we're going to do -- we're going to cover the -- we're going to do a deep dive into the two assets that we're talking about here, Selatogrel and Cenerimod. We're going to also talk about other opportunities in the pipeline that we have that we're developing, Eye Care, as well as some other things in the pipeline. So it will be a full pipeline review, but a main focus will be on Selatogrel and Cenerimod, including having some KOL thoughts and expertise.
Glen Santangelo:
Maybe I just ask Sanjeev a quick follow-up on the guidance. In your slides, it seems, and I think you sort of commented on this a little bit that we should expect revs to be higher in the second half of the year versus the first half of the year. I'm assuming that excludes the impact of divestitures. So I just wanted to confirm that. But you also suggested that EBITDA and cash flow would be evenly phased sort of first half versus second half. I was wondering if you could just sort of comment a little bit on the cadence of how we should expect this year to play out.
Sanjeev Narula:
Right. Thank you, Glen, for the question. So you're right. So the revenue for the businesses. So first of all, this guidance includes the businesses that has not been divested as yet, and I had given the full year impact of that in my prepared remarks. So you can actually see and get to kind of like a pro forma number, what that would look like for 2025, if you're looking at modeling. So during this year, on the total business, before any divestment, the second half is going to be higher on revenue, and that's just a function of how the business is. New product revenue that Rajiv talked about $450 million to $550 million, a lot of that new launches are happening in the second half of the year, right? That's one. Second is the product seasonality, some of that we have in Europe, that happens in the second half of the year. So that's just a function of some of that happening. In terms of gross margin, you will expect a little bit of a moderation in the second half. Again, that's again, a segment and the product mix, a lot of the pricing impact happens in the later part of the year that will impact the gross margin from there. And then typically, the expenses pick up in the second half of the year, and that kind of -- that impacts. When you put all those things together, the EBITDA and cash flow is going to be evenly phased. The other thing to keep in mind, Glen, is if you're looking at cash flow on a quarter-to-quarter basis, quarter two and quarter four tend to be lower for us because of our semi-annual interest payments that we have. And that kind of drives that and that's why you will see quarter four of this year and quarter two last year, both were lower than quarter one and quarter three. So that's the overall kind of trending on the cash flow. The other point that I would talk about it is, as and when these divestitures close, and we've given kind of in our slides, Women's Health and the API business will close kind of in the first half of the year and the OTC business probably in the middle of the year. We will provide the guidance update as and when those close, so that you can have a sense on what the impact of that. And then we will provide the revised guidance so that kind of secondary, you have a transparency of that.
Operator:
Our next question comes from Balaji Prasad from Barclays.
Balaji Prasad:
So while I don't want to front run your R&D Day, clearly, I want to understand the deal announced today. Firstly, with both Selatogrel and Cenerimod, I'd love to understand the differentiation. While you look at the acute MI landscape, a couple of approved drugs, including Activase. So help us understand the gap in the current treatment and how much more rapid or short-acting Selatogrel is versus current treatment. Also same question on Cenerimod, too. Just following up on this, I see that Idorsia will contribute around $200 million in the next three years. Is it fair to assume that Viatris will also be contributing an equal amount?
Scott Smith:
Yes. Thank you very much for the question, Balaji. We'll be contributing just to start at the back. We'll be contributing as well. I'm not saying it's equal, but the two companies will be contributing, and Idorsia will be contributing up to $200 million in the development programs going forward. In terms of product differentiation, I'd like to turn it over to Philippe Martin, our Head of R&D. Just to talk a little bit about some of the differentiation he sees at a very high level. And these are the type of things that we're really going to dig into when we get to the R&D Day later in March. And take a very strong deep dive talking about the assets differentiation, where we think they're going to play therapeutically, et cetera. But just to give a couple of initial thoughts on that, I'll hand it over to Philippe.
Philippe Martin:
Thank you so much, Scott. Yes, just to target Selatogrel, I think at a high level, Selatogrel targets the crucial time between the symptom onset and the first medical attention. That's a time where currently, there is really no treatment for these patients, and that's a critical time when the heart muscle can be impacted. So that's clearly a different positioning in the treatment paradigm for Selatogrel. I think for -- you didn't ask for Cenerimod really, but I think Cenerimod in terms of differentiation, clearly, we've seen a very strong Phase 2 data that supports a differentiated and highly-competitive benefit risk profile. We have fast track designation for this asset. And together with Selatogrel, I would say that the strength of the regulatory interactions bodes well for the future of the two assets. We have a spine in place for Selatogrel. And that gives you a good view on the agency support for the critical elements of our pivotal protocol design. So really a benefit risk differentiation that comes through for these two assets, and we really think they have the potential to shift the treatment paradigm in these two areas of high-unmet medical need.
Scott Smith:
So just to add on to what Philippe said quickly before we go to the next question. And part of the excitement around Cenerimod is, Philippe and I have both been involved in the development, registration and commercialization of S1P molecules in the past. It’s a broad immunomodulatory drug that we can take a lot of different places. The initial indication is SLE. But as you know, there’s proof of concept of S1P molecules and things from multiple sclerosis, IBD, certainly in skin dermatologic conditions, including psoriasis. So it could be ripe for a real indication expansion once we get through the first indication. I think it could play in a lot of different therapeutic areas. So we’re excited about it as well.
Operator:
Our next question comes from Nathan Rich from Goldman Sachs. Once again, the next question comes from Nathan Rich. [Operator Instructions].
Sarah Conrad:
Can you hear me now?
Operator:
I can hear you now. Yes.
Sarah Conrad:
Perfect. This is Sarah Conrad on for Nate. I just had a quick question on the Eye Care franchise. So ahead of your second eye care launch, Ryzumvi, in the first half. How are you approaching the commercial launch? And can you give us any details on plans to drive uptake? And then when we're modeling this, how should we model the product ramp compared to Tyrvaya and the timing of the associated expenses?
Scott Smith:
So thank you for the question. Let me hand it over to Rajiv to talk specifically about the eye care division and Tyrvaya, and I'll comment afterwards.
Rajiv Malik:
Yes, thanks. I think we started with the DTC as we informed in the last Q3 earnings. We started with the DTC program in October, Q4, in the quarter four, non-bridge prescription saw about 18% increase. So all the indications are very solid, and we are seeing that expansion of the excess. And we continue to be very optimistic, and we are more optimistic now with the follow-on launch of Ryzumvi earlier this year. Again, we will see a little bit more momentum behind that. And more importantly, all the pipeline programs, which we acquired along with this, they continue to also progress well, as we have indicated earlier.
Sanjeev Narula:
In terms of, Sarah, the ramp for Tyrvaya. So clearly, the expenses we are incurring. So you'll see an evenly phased expenses because DTC is happening as we speak for the year. And revenue as these prescriptions pick up, we'll obviously -- each quarter is going to be better than previous quarter for modeling purposes.
Scott Smith:
Just a comment for me on the Eye Care division. We're very early days here, right? We're in the launch phase of Tyrvaya the first product. We're going to be launching the second product very, very quickly here. And there's a whole pipeline of assets, five or six further assets in development that we can bring forward. So we’re very hopeful and aspirational that the eye care division is going to be a very important part of our business as we go forward. We’re looking forward, as Rajiv said, we’re looking forward to see more data to see the effect of DTC and see a further ramp in the business, but we’re excited about the business overall.
Operator:
And our next question comes from Ash Verma from UBS.
Ash Verma:
Yes. Congrats on all the progress. I had two questions. One on the pipeline. So for Selatogrel, for the Phase 3 readout, do you think this is a big binary risk type of program? And also as a commercial opportunity, how do you expect patients to accurately identify their heart attack symptoms and self-inject under an emergency situation? And then second one, I wanted to get your thoughts on the -- there is an FTC examination going into PBMs and wholesaler business practices pertaining to putting undue pressure on generics. What do you expect to come out of this process? And do you believe generic pricing could get favorable as a result of this?
Scott Smith:
Thanks, Ash. So in terms of Selatogrel, I believe there's approximately 6,000 patients already enrolled in the Phase 3 program. When we take a look at it from the Phase 2 data and what's going on in Phase 3, we think it's relatively derisked as an asset. In terms of the detailed question you asked on patient self-diagnosis and self-injection and identification of patient subsets, that's kind of thing that we're going to get into, again, in R&D Day on March 27. We'll do a deep dive not only on the development programs, the regulatory strategies, but also sort of our commercial strategies as well.
Rajiv Malik:
And as to your follow-on question on the FTC inquiry, I think we have already seen some stabilization in the -- as far as the pricing is concerned. Obviously, when such investigation is on, there's a little bit of decent oversight. And I believe our customers already appreciate -- our industry has almost hit the rock bottom. And that’s why you’re seeing drug shortages and all those things and everybody is taking attention of that. And our dialogue with our customers have changed from the -- always the cost, cost, price, price, price to availability, uninterrupted supply, the quality of supply, as well as new products. So I believe this is going to be good for overall the health of the industry, the generics industry.
Operator:
And our next question comes from David Amsellem from Piper Sandler.
David Amsellem:
So just have a couple. First, just wanted to pick your brain a little more on how you're thinking philosophically about business development. Oyster Point was an outright acquisition. This is more of a risk sharing type of arrangement. So I guess the question is, this transaction you announced today, is that more of a harbinger of things to come in terms of what you're looking for, in terms of a smaller type of upfront payment with milestones and royalties. How philosophically are you thinking about that? Or are you really just really casting a wide net. And then secondly, just following up on the base Generics business and all solid, you talked about stabilization. Can you just talk about how you're managing the commercial portfolio and the extent to which you're looking to cull lower margin assets, and how we should think about the mix between oral solids and other dosage forms in the coming years?
Scott Smith:
Thank you, David, for the question there. So when I look back at the deals that I've been involved with and over my career, probably by well over 100 deals that I've worked on and been involved with. I would say the majority of them we're partnering, licensing of some sort. We have an extraordinarily strong base and global reach from a commercial perspective in this company. So I think the idea of in-licensing partnering assets is one that works very well for us. But we're going to throw a wide net. We're going to look at all manners to build the portfolio, use our capital correctly. We'll look at M&A, but we'll also look at licensing and partnerships. At the end of the day, they'll probably be a little bit more of the latter, given that they're a little bit less initially capital-intensive and also sort of risk sharing to some extent. But again, what we're looking to do, we've got a very strong global commercial network out there, and we're looking to utilize that the best we can, bring in assets that fit what we do best, and we'll do a combination of partnering licensing acquisition with all the things that we need to do to build the portfolio.
Rajiv Malik:
And, David, to your second question, I think your more question is about the U.S. or Generics portfolio, but I'll answer it comprehensively in the sense that, globally, we have two-thirds of the brand, established brands, iconic brands. Every market has a different needs. We continue to look into the market-specific needs of those markets, and what do they know -- need it from the next 2, 3, 4, 5 years. But overall, we take a -- over the last three, four years from the U.S. point, at Generics point of view, we took a hard look into our portfolio. The focus was our access, how can we continue to provide access to the affordable and quality products? And wherever we saw that cost was not up. Price was not the only reason, but if we see more than 10, 15 players out there. Yes, we rationalized a number of products. We rationalized more than 300, 400 products just to take some volume off and focus on more complex, more hard to make where, again, somebody needs to take a lead and bring access to those products like Wixela, Breyna and complex injectables. So we are continuing to be focusing on where we can make a difference. Access is always at the center. And of course, at a point in time, if we believe that something is not making sense economically, as well as there are from the supply point of view, there are a number of players out there. We do take off certain products off. And that's when I think every company, every other company has also followed the same thing.
Operator:
Ladies and gentlemen, our final question today comes from Jason Gerberry from Bank of America.
Jason Gerberry:
Just wanted to follow-up on the BD strategy and mindful that you have presence in sort of cardiology, say, OUS. I guess, like, what investors would see is that most of the value in innovative brands tend to occur in the U.S. market. So is the thinking here like you'd be in potentially four or five therapeutic areas, and that's going to entail sort of an investment both in more deals and scale up to be competitive in those categories. As we look at like a category like rheumatology, we see companies in the I&I space having to generate a lot of investment to be competitive in those areas. And I'm sure you could appreciate that from your time at Celgene. So just trying to think through what this will look like from a P&L investment standpoint and further BD to be competitive in these therapeutic areas.
Scott Smith:
So I think, first of all, from my perspective, the most difficult thing in this business is to find impactful assets that you can develop to become blockbusters that are patented with long-term revenue streams. That's what's hard. I think building the commercial structure around that is relatively easy if you have an asset that can really play and be impactful. We're going to be opportunistic. We're going to look at our core therapeutic areas. We're going to look outside. We're going to find things that fit. We're going to find things that fit with the appropriate investment that we can make as a company. And so we're dedicated to, again, finding the kind of assets that can really, really drive business. Certainly, we've got a very solid base business that we see growing at a couple of percent a year as we move forward. and looking for things that can provide durable, sticky, long-term revenue stream for us, is what we're really after here. And we're going to do it in a smart and disciplined way. And we're going to find areas that we can be competitive and leverage off the existing infrastructure as much as we can.
Operator:
Ladies and gentlemen, that will conclude today's question-and-answer session. I'd like to turn the floor back over to Scott Smith for any closing remarks.
Scott Smith:
Thank you very much. In closing, 2023 was an outstanding year for Viatris that has continued our momentum as we enter the next phase of our strategic plan. I expect 2024 will be a transformational year for our company, as we continue to deliver on our base business while building on our current strengths and adding new capabilities that will enable us to deliver on our future. With our ability, beginning in 2024, to use our substantial free cash flow to both return capital to shareholders and to make strategic investments to grow our business, we are truly evolving into the strong and unique company that we have envisioned. Before we close the call, I want to take one final moment to personally thank both Rajiv and Sanjeev for whom today is their last earnings call with Viatris. Rajiv has been with the company since 2007, and has been integral in building the company that we have today. He will remain as a member of the Board of Directors. Sanjeev has helped the company to successfully execute our Phase 1 strategy since 2020. Thank you both for your tremendous leadership and dedication and service to our company. Thank you.
Operator:
Ladies and gentlemen, with that, we'll conclude today's conference call and presentation. We thank you for joining. You may now disconnect your lines.
Operator:
Hello. My name is Travis, and I will be your conference operator today. At this time, I would like to welcome everyone to the Viatris 2023 Third Quarter Earnings Call and Webcast. All participant lines have been placed on mute to prevent any background noise. After the speakers remarks there’ll be a question and answer period. [Operator Instructions]. I will now turn the call over to Bill Szablewski, Head of Global Capital Markets. Please go ahead, sir.
William Szablewski:
Good evening, everyone. Welcome to our third quarter 2023 earnings call. With us today is our CEO, Scott Smith; President, Rajiv Malik; and CFO, Sanjeev Narula. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2023 and various strategic initiatives. These statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to today's slide presentation and our SEC filings for a fuller explanation of those risks and uncertainties. We will also be referring to certain actual and projected non-GAAP financial measures to supplement investors' understanding and assessment of our financial performance. Reconciliations of those non-GAAP measures to the most directly comparable GAAP measures, are available on our website and in the appendix of today's [Technical difficulty]. discussion, we will be making certain comparisons of results on an operational basis, which excludes the impact of foreign currency rates versus the plan that supports our [Technical difficulty] prior period results, which also exclude the results from the divested bio-similar business. An archived copy of today's presentation and other earnings materials will be available on our website at investor.viatris.com following the conclusion of today's call. With that, I'll hand the call over to our CEO, Scott Smith.
Scott Smith:
Good afternoon. I'm pleased to report that Viatris had another outstanding quarter in Q3. We achieved our second consecutive quarter of year-over-year operational revenue [Technical difficulty] our 11th [Technical difficulty] operating results and consistently [Technical difficulty] metrics. All evidence that we continue to build momentum as we bring the Phase 1 of our strategic plan to successful completion. In the third quarter, we delivered total revenues of $3.94 billion, representing approximately 1% year-over-year growth. And adjusted EBITDA of $1.36 billion and free cash flow of $738 million, both of which, as you will hear more about from Sanjeev later were above our expectations. Based on our strong operational performance in the first 9 months of the year, we are reaffirming our 2023 financial guidance ranges for adjusted EBITDA and free cash flow. Company is delivering strong operational revenues in line with our expectations. However, the impact of foreign exchange headwinds requires that we make a modest adjustment to our 2023 total revenue guidance range due solely to these FX headwinds. In addition, at the end of the third quarter, we were pleased to announce that we entered into agreements on all our planned divestitures. Announcing these transactions marked the achievement of an important milestone in the execution of our Phase 1, strategic plan. We ran a strong and competitive process, and we're able to sign agreements to divest substantially all of our over-the-counter business, our women's health care business, our API business in India, and commercialization rights in certain noncore markets that were acquired as part of the Upjohn transaction. All within our previously announced time lines and valuation ranges. We anticipate closing all these transactions by the end of the first half of 2024. As we look to 2024 and beyond, the momentum we see in the business gives us continued confidence that we are on track to meet our previously stated long-term goals. Specifically, we believe our existing business is well positioned [Technical difficulty]. We continue to believe that adding new avenues for growth to the stable base business will help ensure that we reach our goal of accelerating growth in the future. As we move into 2024, we remain confident that with the proceeds from our planned divestitures and our ability to generate at least $2.3 billion in free cash flow per year, excluding transaction costs and taxes, we have a clear line of sight to hitting our leverage target ratio of 3 times. While also returning capital to shareholders through dividends and share buybacks and investing heavily to accelerating the growth of our business. We believe our focus on returning capital to shareholders and on investing in our business will be important levers to put the company on the path to achieve our long-term goals of revenue and earnings per share growth, two measures that we believe will be critical to valuing our company in the future. We plan to make investments both in our base business and in business development activities that give us the greatest potential for growth, patient impact and shareholder value. From a business development perspective, I am optimistic that we will be able to execute high-quality agreements that will capitalize on the strength of our global platform. We are focusing our efforts on M&A, strategic licensing and partnerships. We are looking for innovative high-growth assets focused on areas of unmet medical need that meet our vision of addressing global health care needs and bringing access to high-quality medicines to more patients worldwide. Before I turn the call over to Rajiv to provide you with an update on our operations and our pipeline, I want to acknowledge the recent announcement that Rajiv will be retiring as an Executive of the company next April. It has been a privilege to get to know and to work with Rajiv during this past year. I could not have asked for a better partner during my onboarding at the company. I wish him nothing but the best in his eventual retirement. I look forward to working closely together in the months ahead as we complete our planned divestitures and prepare the organization for the future. And to his continued partnership as a member of the Board of Directors. I'd now like to turn it over to Rajiv.
Rajiv Malik:
Thanks Scott. I appreciate it and look forward to working with you to ensure a smooth transition while continuing to support you as we look out into the future, but in a different capacity. I also want to take the opportunity to thank all of our employees who have helped us build this strong global platform. I'm very pleased with where we are today in Viatris journey and the strength as well as stability of our core business, which is now nicely set up for the continued growth from here onwards. Moving to our Commercial segment results. We have delivered a second consecutive quarter of year-over-year operational top line growth as we predicted, which further reaffirms that we are standing strong and set up for the future. This quarter, we recorded 1% year-over-year operational growth and are well positioned to end the full year in line with our expectations. Our well-balanced business of developed markets delivered another strong quarter growing 2% year-over-year operationally. Europe grew 1% versus the prior year on an operational basis, making it the seventh consecutive quarter of year-over-year growth. France and Italy led the growth in the region. A solid performance of generics in the Europe was another contributing factor. Our North America business was up 4% year-over-year on an operational basis, in line with our expectations. Our generics portfolio performed better than expected, driven by new launches such as Breyna, the generic for Symbicort, Lisdexamfetamine and the continued contribution of lenalidomide. Also some other key products, including glatiramer acetate, vancomycin and Xulane performed better than expectations. Our brand business was supported by strong demand in YUPELRI, which grew 9% this quarter over the last year and in the epinephrine market. Overall, we remain confident that the developed market segment will meet our full year expectations. Emerging markets had another strong quarter and delivered 2% year-over-year operational growth led by strength across our broader generics portfolio and stronger-than-expected performance from brands like Lyrica, Zoloft and Effexor. Emerging Asia and Turkey were solid performing geographies. This segment is well positioned to deliver mid-single-digit year-over-year growth. Moving to JANZ, where brands performed in line with our expectations, while generics were slightly below expectations primarily due to customer buying patterns. We continue to be on track to deliver full year expectations. Greater China experienced another solid quarter, primarily driven by strong performance of retail channel in China. Greater China was flat to the prior year, in line with our expectations. We believe that this segment will perform slightly better than our expectations for the full year. I'm also happy to report steady progress we made on our pipeline in this region. We recently received positive top line results for our Phase III clinical trials of YUPELRI in China, which is consistent with our U.S. clinical data, and we look forward to submitting our NDA mid-'24. We currently have 10 other products under health authority review in China. Moving to the Eye Care division. As a bridge program sunset, we saw almost 9% non-bridge prescription growth in this quarter. We'll continue to focus on prescription growth in quarter 4 and into the future, supported by our first direct-to-consumer marketing campaign for Tyrvaya, which we launched in early October. We have recorded $345 million in new product revenue year-to-date and are on track to deliver more than $450 million of revenue from new product launches for the full year. Let me now discuss some key updates for our R&D pipeline. We are excited by the continued progress of our eye care pipeline, which is aimed at addressing a range of vision-related disorders. All the Eye Care development programs remain on track, and we are pleased that we received FDA approval for Ryzumvi, for the reversal of pharmacologically induced mydriasis and are looking forward to a commercial launch in the U.S. in the first half of '24. Switching to other pipeline updates, beginning with Glatiramer Acetate people. As you recall, the FDA had accepted for review our NDA and it assigned a PDUFA date of March 8, 2024. While we continue to make steady progress regarding the FDA review of our NDA, we are saddened by the tragic situation in Israel. And we are working very closely with our partner, Mapi, who remains fully operational. We have recently submitted our registration in Europe and are excited about the potential opportunity to bring this product to patients in Europe. Our Botox biosimilar program is progressing well from the development, characterization, validation of drug substance and drug product prospective. We recently completed the manufacturing of our IND-enabling drug substance batches and are well on our way to complete the drug product contracting. We remain on track to file our IND by the end of this year. We expect to initiate the pivotal clinical studies for this program in the first half of 2024. Our Phase III study for our Xulane Low Dose program in U.S. remains on track, and we have benefited from an acceleration in the enrollment rate for this study. We now expect to enroll our last patient this December. Also, we are closely interacting with FDA to initiate the Phase III program for our Opioid Sparing Meloxicom novel product in late December. Our Phase III study for Effexor generalized anxiety disorder in Japan continues to progress according to our schedule. And we remain on target to submit the NDA filing in the first half of 2025. Finally, all of our complex injectable programs are moving ahead as planned, and we continue to be very excited about the potential of this important potential $1 billion franchise. With that, I will hand the call over to Sanjeev.
Sanjeev Narula:
Thank you, and hello, everyone. Before I begin, I would also like to extend my congratulations to Rajiv. It has been a great partnership over the past 3 years, and I am proud of what we've accomplished together. We trust our colleagues and patients all over the world to benefit from your leadership, expertise and dedication to our business. Turning to our outlook. I want to reiterate my confidence in the strength of our unique global platform in the continued durability of our significant free cash flow generation. We're pleased with the outcome of our announced divestiture. Which upon closing will bring the successful conclusion to our Phase 1 commitments and further serves to accelerate our financial flexibility. As we work to finalize the plan for next year, and although we are not providing guidance at this time, we continue to expect at least $2.3 billion in free cash flow in 2024 even when taking into consideration inflation and foreign exchange headwinds to date. This excludes any taxes and transaction costs associated with divestiture. For the second consecutive quarter, the business delivered total operational revenue growth versus prior year. The performance was diversified across regions and categories. The positive mix of brand and new products drove strong gross margins. From a regional perspective, we saw 2% growth in net sales from developed and emerging markets. The growth included the benefit from brands, generics and new launches. Net sales for the quarter were in line with the expectation and grew 1% versus the prior year. A diverse portfolio of growth driver included brand performance in emerging markets, Europe and Greater China. These revenue trends and positive momentum are expected to continue as we exit the year driven by brand strength of our global generic portfolio and new products. New product revenue in the quarter met expectations and included the first quarter of Breyna. Adjusted gross margin was approximately 59% in the quarter and was ahead of our expectation. We continue to see the positive impact from portfolio decision driving favorable mix. We reported strong adjusted EBITDA, which included investment in SG&A and R&D to advance key programs across eye care, injectable and complex products. As a result of strong adjusted EBITDA and improved cash conversion, we had an excellent quarter of free cash flow of $786 million excluding the impact of transaction costs, which represents growth of 3% on a reported year-on-year basis. [[Technical difficulty] enabling us to deliver capital allocation which has helped to further and help us maintain our investment-grade rating. Over last 11 quarters, we have generated over $7.2 billion of free cash flow, and as a result, we have been able to pay down approximately $6.1 billion of debt during the same period, and we will pay down the $500 million maturity in Q4 from cash on hand. Additionally, this quarter, we returned approximately $144 million of capital to our shareholders. [Technical difficulty]. Expect to absorb this potential FX impact and still cash flow. Now a few updates [Technical difficulty] we continue to expect adjusted EBITDA to be lower in Q4 than prior quarters driven by 2 factors. First, low gross margin due to less favorable portfolio and segment mix. Second, SG&A to increase driven by investment in the Tyrvaya direct-to-consumer campaign and other areas to drive future growth. We anticipate free cash flow in Q4 to be impacted by lower adjusted EBITDA higher capital expenditure and timing of biannual interest payments. As a reminder, our free cash flow guidance does not include any transaction costs and taxes associated with biosimilar divestments, the Eye Care acquisition or the planned divestiture. Additionally, our adjusted EBITDA and free cash flow guidance excludes any acquired IP R&D for unsigned deals. In closing, based on the continued strong underlying fundamentals of our business, we're well positioned for the remainder of the year and the outlook for 2024 continues to be positive. With that, I'd like to hand it back to the operator to begin taking your questions. Thank you.
Operator:
[Operator Instructions] Our first question comes from Chris Schott, JPMorgan.
Christopher Schott:
Great. Here was on how envisioning kind of capital deployment and specific [Technical difficulty] the divestiture verticals that you talked about in the past I'm trying to get my hands around. Is this something that we -- you're kind of actively looking at this point? Or we need to wait for the transactions to close and the sense of being more kind of 2025 and beyond kind of event that we think about kind of the redeployment of some of the cash coming in the door? Or just any color you can provide there would be much appreciated? Thanks so much.
Scott Smith:
Thank you, Chris. Thank you very much for the question. Yes, we're looking for innovative high-growth assets that bring in predictable, durable revenue streams, good fit for our business that we can leverage strong global infrastructure we have. You asked about the verticals, we're definitely looking at things in the verticals. We're also going to be a little bit agnostic. And if there's a good opportunity that lies outside of those verticals we will look at that very, very closely as well. The important thing for me is whatever we do, we want to leverage the global strength that we have as a company. And in terms of business development, I look at it in sort of in 3 buckets. M&A, of course, but also licensing is very, very important and partnership is very, very important. Some of them are more capital-intensive than others. And in terms of speculating on timing, I don't think -- again, I won't speculate on timing at this point. I think we're looking at things very actively right now, and we'll see where we get. But we're excited about the opportunities that are out there. I think there's a lot of opportunities where we're going and what we're doing. So I appreciate the question.
Operator:
Our next question comes from Nathan Rich, Sachs.
Nathan Rich:
Great. Good afternoon, and thanks for the question. I wanted to ask on the kind of transition to Phase II. And you gave some details around the 2022 EBITDA of the announced divestitures. Now I know you don't want to give EBITDA guidance for 2024. But any color you can provide on how those businesses have trended over the past year? And any other considerations from a cost standpoint that we should think about? And then as we think about the transformation of the business and the acceleration of top line growth, can you maybe think about help us walk through what the building blocks are to eventually getting the business to that kind of 3% revenue CAGR that you're targeting in Phase II?
Scott Smith:
Yes. So first of all, yes, to '24, I feel great about where we're going in '24. We've had now 2 consecutive quarters of operational growth, and we believe we'll finish '23 strong. I think it will set us up very, very nicely for '24. We have full confidence that we're on track to meet our previously stated long-term goals. I guess really importantly, we expect to have at least $2.3 billion in free cash flow in '24 and beyond. Even when you take into consider inflation, FX headwinds, et cetera. I think there's a very, very strong base to the business, and we expect to grow just with the base business, as you mentioned, in that 3% range. Just off to base the business that we have a very stable, growing, strong globally right now. But we hope to even have a significantly higher growth rate than that from a revenue perspective as we start to invest in business development and other businesses and bring other assets in that can complement the organization that we have in place. And Rajiv, I think there was a question around divestiture.
Rajiv Malik:
Yes. No, that was a specific question, Dave, can you speak on divestiture?
Nathan Rich :
If we tell them 2022, how those businesses were trending, divestiture.
David Bayles :
First of all, from the overall business point of view as well as between 2 divestitures, all our businesses are performing as we anticipated or better than we had anticipated, including whether it's geography or whether it's the brands, generics and those categories. And that holds basically true for also the businesses which we have identified and which are going through the divestiture. But also, Scott, to your point, the 3%, which we have growth, which we have indicated, just to add on to that, that included our base business, what we have in pipeline for today, that didn't include any more deployment of the capital deployment, which may come from '24 onwards, that will be on top of that. So I just wanted to also build upon that.
Sanjeev Narula:
And one other thing to keep in mind, the business is that we're divesting. Their margins are generally less than the company average. So what we expect post divestment, company's margin like gross margin to be stable. From that perspective. That's an important thing to keep in mind as well.
Scott Smith:
I also want to piggyback off what Rajiv said. And as we start to really pivot to real growth from a revenue perspective and given our capital allocation plan and our desire to buy back shares. We can move the story to a long-term adjusted EPS growth story, which we're very excited to move into that early part.
Operator:
Our next question comes from Umer Raffat, Evercore.
Umer Raffat:
Hi, guys. Thanks for taking my question. I wanted to focus on China business for a second. And it looks like your China business is holding in broadly fairly stable, except for FX. And it appears to be quite different in performance versus what some of your peer companies also with meaningful China businesses have reported. And I kind of see that not just on the emerging markets sales reported -- sorry, Greater China sales reported but also in the product level breakout. So I'm just curious, what do you think is tracking different and or is there some timing of revenue recognition that is playing out and maybe we do see some weakness in 4Q? Because it does seem like it's a little more industry-wide? Thank you.
Scott Smith:
Umer, I can't speak about our peers, I can speak about our China business, which right from ever since we have gone through this evolution around the policy dynamics and all that live through our 95% business has gone through the VBP. We had gone through the cycles of VBP. And we have taken this time to reorient and shift our business more towards a private paid channel. And that's what we have seen. We have found that the equilibrium between the hospital and private pay channel, and we have been trying to invest more on that. And investing in the pipeline, for example, even this quarter, just getting the Yupelri positive data because Yupelri and Dymista performance now going through the approval channels and also the pipeline. We cannot be more excited about what we are seeing in the underlying business or the fundamentals of our China business. Extending that to emerging markets. We take our time to figure out how to manage this the hybrid business we have between the brand as well as the generics, and we have found that sweet spot and you see emerging markets business, the brand is performing better than expected, generic performing better than expected. So I can speak about our business, we seem very confident and optimistic about this business, and that's what is entering the stability to the base. And coupled with the new launches, new launch revenue, I think that's what is driving based growth of 1% year-over-year, 1% which you see in that.
Operator:
Our next question comes from Glen Santangelo, Jefferies.
Glenn Santangelo:
Thanks for taking my question. I just wanted to follow up, Rajiv, on some of the comments you were just talking about that the generics business was performing better than expected. Could you maybe talk about the pricing environment in terms of what you saw in the quarter? And if there's any discernible trends that are worth sort of calling out? And any sort of comments around the sustainability of that recent trend would be helpful. Thanks.
Rajiv Malik:
Glen, after several quarters, I can say that we have seen -- I'm not -- we have seen perhaps a longer stretch of stability after so many years, I would say. And I don't see any trend at the moment because it's a generic business that plan. It's both demand and supply. And at this point of time, is that we see some still supply disruptions going on, on some key molecules and key products. And it's about your own portfolio, your own ability to supply and basically the flexibility in the supply to sometimes respond to the market needs. And that's what I think we have set for ourselves, and that's got giving us a stability. And I don't see at the moment in the environment, some more trends which we should be concerned about.
Operator:
Our next question comes from Jason Gerberry, Bank of America.
Jason Gerberry :
Thanks for taking my question. Just wanted to inquire about the inflationary pressures on cost of goods that was flagged last quarter. It appears like either that was maybe not realized this quarter because of mix or perhaps there were some other offsets. Really curious more so just to think about how those inflationary pressures, do you feel like you may see those manifest in 4Q or into next year? That would be helpful. Just some of your peers have flagged inflationary pressures as well in cost of goods. So just wondering if you can level set? Thanks.
Sanjeev Narula:
Yes. So Jason, thank you for the question. So we had anticipated inflation pressure, and we've kind of talked about that when we made our plan give the guidance to that. We're managing our costs very well. So the impact is still there for inflation. And in this quarter, we have an inflation impact, but it is less than what we had anticipated. So clearly, our teams are doing a great job in managing the cost. And you can see that reflected in our gross margin, which is coming better than we expected. And we've actually raised the full year metrics to 58.75% on the strength of mix and us managing the cost, including inflation, better than what we had anticipated.
Operator:
Our next question comes from Ash Verma, UBS.
Ash Verma :
Thanks for taking my question. So on emerging markets, can you elaborate the dynamic here a little bit? You mentioned customer buying patterns impacting 3Q? I didn't hear you saying that you're going to expect to get to the outlook that you had for the emerging market, although I heard that for other geographies? And second one, I just wanted to understand the FX impact. So 3Q revenue saw a $7 million headwind, but you're lowering your 2023, midpoint by $250 million. Is this all concentrated in just 4Q alone? Thanks.
Rajiv Malik:
I think on emerging market, some of our key brands, Lyrica, Zoloft, Effexor region, some of the brands have been performing pretty well. Turkey -- and also emerging Asia, we call it, this is geographies like Thailand and [indiscernible] and all those countries put together. They have performed above expectations. And I see this trend continue. I mean I see emerging markets well under track for mid-single-digit growth, year-over-year growth, driven on the strength of their portfolio, diversity and markets where we are seeing that confidence. Sanjeev?
Sanjeev Narula:
Yes. Yes. So Ash, on the FX, a couple of comments. So what's going on in the three currencies? So 70% of our business is non-U.S. dollar denominated. 50% comes from three currencies, which is the euro, Japanese yen and Chinese RMB. What was going on until about September as you could probably track that. Dollar had sense against the Chinese RMB and Japanese yen. And then euro was favorable to what we had assumed. But September onwards, the euro started weakening with all the Fed action that was going on. So whatever the offset that we were seeing in the first half of the year went away. So you see the impact is much bigger now starting September in fourth quarter than we had anticipated, and that's what we are reflecting in our full year guidance, assuming the October 8 stands. So it's all three currencies. It's all FX and operationally exactly in line with what we had anticipated. And you saw that we reaffirmed our guidance on EBITDA and free cash flow absorbing the FX impact.
Operator:
Our next question comes from Balaji Prasad, Barclays.
Unidentified Analyst :
Macula [ph] on for Balaji. Thanks for taking our questions. Just wondering if you guys have any thoughts on today's move by the FTC to challenge more than 100 in popular patents listed in the FDA's Orange Book. I'm wondering if this will have any impact to the interest. Thanks.
Brian Roman:
So this is Brian Roman, the General Counsel. Thanks for the question. Our company has been an industry leader in challenging and proper Orange Book listings for many years. So this is an issue that we understand well, take seriously, and frankly, I'd like to see the issue getting some attention. That QC hasn't shared with us what concern they have about these particular patents. But I'd add that there already has been for years’ significant generic competition for our epinephrine auto-injectors.
Operator:
Our next question comes from David Amsellem, Piper Sandler.
David Amsellem :
So just a couple of product-specific questions. Can you talk about how you're thinking about the generic Symbicort contribution next year? I know you talked about revenue being a below expectations and developed markets because of phasing of that product. So just talk about where that product is heading. Then any update on iron sucrose that would be helpful. And then on business [Technical difficulty]. What's your willingness to move away from that or look at other therapeutic silos? Thanks.
Rajiv Malik:
So I'll answer the sort of the last part of the question first. And as I said earlier, that those three verticals, we think very highly of in terms of the type of assets that are there [Technical difficulty] areas, but we'll keep our minds open. [Technical difficulty] All right there that can help us really move the company away. Again, what we're really looking to do leverage the company. And if there are assets outside of those 3 areas that we find that can really help us secure our growth in Phase II, we'll definitely look at them.
Sanjeev Narula:
And David on launch of Breyna generic with the Symbicort. We couldn't be more pleased to launch another complex part to make products as affordable alternative to [Technical difficulty] we are looking at the pickup of market share. Now isn't kept for customers, for example, we can be in some comment -- selling to some common entities, veterans or issues like [indiscernible]. So it doesn't capture -- we are -- it's exactly how we are model. It's going to be a significant contributor because we don't see a competition on horizon at this point of time for the next year, it's going to be a meaningful contributor to that. And the miss -- and I won't call -- first of all, we are very happy to have more than $450 million. We have already captured $345 million on new launches, and we are well on track to do more than $450. [Technical difficulty] Most likely the launch being early the first quarter early in the first quarter of the next year. And nothing has changed otherwise, we are exactly on track. We delivered exactly how we planned.
A - Scott Smith:
Are there any more questions in line?
Operator:
No sir. I would now like to turn the call back over to Scott Smith, CEO, to make a few closing remarks.
Scott Smith:
Thank you very much, and thank you to everybody on the call. In summary, I'm very, very pleased with the overall execution momentum and the momentum that we have as we bring Phase 1 of our strategic plan to a successful conclusion. I'm very much looking forward to moving into Phase II of our strategic plan, and I fully believe in the future trajectory of Viatris, and I'm very excited for what's to come. Thank you all again for your attention.
Operator:
This does conclude today's Viatris 2023 third quarter earnings call and webcast. Please disconnect your line at this time, and have a wonderful day.
Operator:
Good morning. My name is Todd, and I will be your conference operator today. At this time, I would like to welcome everyone to the Viatris 2023 Second Quarter Earnings Call and Webcast. All participant lines have been muted to prevent any background noise. After the speakers' remarks, there'll be a question-and-answer period. [Operator Instructions] Thank you. I will now turn the call over to Bill Szablewski, Head of Global Capital Markets. Please go ahead.
William Szablewski:
Good morning, everyone. It is my pleasure to welcome you to our second-quarter 2023 earnings call. With us today is our CEO, Scott Smith; President, Rajiv Malik; CFO, Sanjeev Narula; and Jeff Nau from our Eye Care division. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2023, and various strategic initiatives. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to today's slide presentation and our SEC filings for a full explanation of those risks and uncertainties and the limits applicable to forward-looking statements. We will be referring to certain actual and projected non-GAAP financial measures to supplement investors' understanding and assessment of our financial performance. Reconciliations of those non-GAAP measures to the most directly comparable GAAP measures are available on our website and in the appendix of today's slide presentation. An archived copy of today's presentation and other earnings materials will be available on our website at investor.viatris.com following the conclusion of today's call. With that, I will now hand the call over to our CEO, Scott Smith.
Scott Smith:
Good morning to everyone on the call. I’m pleased to report that the second quarter of 2023 was one of the strongest quarters we've had to date at Viatris. I could not be more pleased with our overall execution. The positive momentum of the base business continues to push us forward. We are laser-focused on delivering our pipeline and are excited about new product launches. In the second quarter, we delivered total revenues of $3.9 billion, representing approximately 2% year-over-year growth on an operational adjusted basis and adjusted EBITDA of $1.3 billion and free cash flow of $447 million, both of which were ahead of our expectations. Based on our performance this quarter and in the first half of the year, we are reaffirming our full-year financial guidance for 2023. These results signal the beginning of what we expect to be a growth journey for Viatris and set us up well for future success as we prepare to bring Phase 1 of our strategic plan to successful completion and initiate Phase 2, beginning in 2024. While I'm proud of our strong performance, the foundation the company has built and the stability and predictability that we believe have clearly been achieved. My focus is on the future and on the trajectory of the company moving forward. Now let's turn our attention there. On executing our planned divestitures, we are on track to announce all transactions in 2023. As we said, executing these planned divestitures is a matter of strategic choice, not a necessity. I am extremely pleased with where we are in the process. We are currently in advanced stages of discussions with potential buyers and anticipate announcing at least one significant divestiture in the third quarter, possibly more. As a result, I will not be in a position to take any further questions on this topic during Q&A today, but very much look forward to discussing it in detail with you at an appropriate time in the future. The company has laid out a clear capital allocation of business development priorities for Phase 2, and we are fully dedicated to executing on these priorities, which will allow us to continue our move up the value chain. We intend to earmark approximately 50% of our free cash flow annually to be returned to shareholders in the form of dividends and especially share repurchases. With the remaining capital, we intend to invest in our businesses, both organically and inorganically. I continue to be focused on looking for strategically significant transactions in ophthalmology, gastroenterology, and dermatology, as well as evaluating other therapeutic areas should the right opportunities arise. It's become apparent to me that there are many assets that could fit our needs and are transactable. I am optimistic about our ability to execute high-quality business development deals, not only through M&A but also through strategic licensing agreements and partnerships when the time is right. In summary, I am very proud of our execution to date, the health of the company, and the strong foundation that has been built. Looking ahead, I believe in the future trajectory of the company and I'm very excited for what's to come. I will now turn the call over to Rajiv to provide you with an update on our operations and our pipeline and then to Sanjeev who will give you more details of our financial results, 2023 guidance, and capital allocation activities. Rajiv?
Rajiv Malik:
Thanks, Scott, and good morning, everyone. Our strong performance this quarter highlights the momentum of our business like never before and further reinforces the predictability of our base business, which is well-diversified from a geography, as well as portfolio point-of-view. The performance of the last 10 quarters demonstrates that our business model of bringing access has never relied on any one product or any one market. That strength of our underlying business is enabling us to position the company well for Phase 2 growth. Our continued new product revenue performance is another key feature of our plan and for this year, again, we remain on track to deliver on our expectation of approximately $500 million of new product revenue. As I provide the commercial segment highlights for the quarter, I will be making certain comparisons on an operational basis, which excludes the negative impact of foreign currency rates versus the plan that supports our financial guidance. In addition, I will be making certain comparisons to our Q2 2022 results on a divestiture-adjusted operational basis as defined in our earnings lease. This quarter total net sales grew 1.5% on an operational basis due to a strong performance across various geographies and product portfolios. We believe achieving this top-line growth for the first time as Viatris to flex the power of our platform, well-thought-out strategy, and our consistent execution. Let me get into our commercial segment highlights. Our well-balanced business of developed markets where brands makeup approximately 55% of our net sales in quarter two delivered another strong quarter. Europe performed ahead of our expectations, delivering 2% year-over-year growth on an operational basis. Italy, Spain, and UK, as well as several other markets, drove the strong momentum for the quarter. As solid performance of generics in Europe was another contributing factor. Our North America business was flat year-over-year on an operational basis and also performed ahead of expectations. Generics delivered a better than expected performance, led by lenalidomide, Wixela, and Xulane. Our brand business was supported by strong demand in epinephrine market, and Yupelri, which grew 12% this year over the last year. Yupelri, which is the only nebulized long-acting muscarinic agent available in the market continues to show significant growth and enjoys about a 30% market share in the broader long-acting nebulized COPD market, and is well on its way to become the number-one product in this space. Our new launches in North America are on track, and we are very excited about our recent introduction of Breyna, our generic Symbicort. We expect that this launch will be 180 days first-to-file generic exclusivity which is subject to FDA's future determination of the issue, if and when another ANDA filer becomes eligible for final approval. For the second half of the year, we believe the developed market segment is poised for year-over-year growth and we remain confident to meet or exceed our full-year expectations of both North America and Europe. Emerging markets had another strong quarter and delivered 10% year-over-year operational growth, led by the stronger than expected performance of genetics and brands like Lipitor, Lyrica, and Celebrex. Emerging Asia and Middle East were strong-performing geographies. We remain confident for this segment to deliver better than expected for the full year and grow versus the prior year. JANZ performed in line with our expectations and we anticipate continuing to meet our expectations for the full year. In Greater China, we delivered 1% operational growth in this quarter, primarily due to Viagra and other retail-driven products in China. We remain on track to meet our planned expectations for the year. Our team in China has been focused on continuing to expand our presence in the private channel while navigating and managing the evolving policy dynamics on the ground. We have also been very focused on building and expanding our pipeline of new products in China. To that end, our NDAs for Dymista and for Formed received approval from SFDA in this quarter. In addition to this, our partner's NDA for Tyrvaya was also accepted, while eight other products are under active review. Moving to Eye Care. Tyrvaya’s launched continued to progress as planned in its second quarter as part of Viatris. During the quarter, Tyrvaya's bridge program was optimized to drive increased value per script and achieved the highest quarterly TRX launched to date. Furthermore, we remain focused on maximizing its potential, including increasing share of Medicare prescriptions, driving continued growth in total prescriptions, and launching the brand's first direct-to-consumer campaign in the fourth quarter, which together, we believe provides support for our near and longer-term expectations for the brand. We are also excited by the continued progress of our eye care pipeline, which is aimed at addressing a range of vision-related disorders. Our NDA review of MR-140 for the reversal of mydriasis program is under active review with a PDUFA date of September 28 of this year. We have completed patient enrollment in the first pivotal Phase 3 trial of MR-141 for the treatment of presbyopia and expect top-line data in Q3 of this year. And we remain on track to initiate the second Phase 3 trial later this year. We have initiated patient enrollment in the first Phase 3 study, MR-148 for the treatment of Dry Eye Disease and expect top-line data in 2024. We are initiating a Phase 3 program of MR-139 for the treatment of blepharitis later this year. MR-142 for Night Vision Disturbances and MR-146 for Neurotrophic Keratopathy also remain on track. Switching to other pipeline updates, and beginning with the news we announced today around GA Depot. The FDA has accepted for review our recently submitted NDA and assigned a PDUFA date of March 8, 2024. Our application is backed by Phase 3 efficacy and safety data, and we believe GA Depot could improve patient experience through fewer injections, greater tolerability, and increased compliance. We are feeling very confident in the strength of our GA Depot clinical program and continue to believe that we remain on track to launch in the second half of 2024. We are equally excited about the potential opportunity to also bring this for our -- to patients in Europe, which we expect to file later this year. Our Botox biosimilar program is progressing well from the development, characterization, as well as validation of drug substance and drug product perspective. We remain on track to file our IND by the end of this year. Our Phase 3 study forward Xulane Low Dose program in the USA remains on track with nearly 800 of the planned 12,000 women enrolled. We are targeting completion of enrollment by March 2024. And our Phase 3 study for Effexor Generalized Anxiety Disorder in Japan is well on-schedule, and we are targeting an NDA filing in the first half of 2025. Lastly, all our complex injectable programs are moving ahead as planned. Before I turn the call to Sanjeev, I want to thank our colleagues for another strong quarter and consistent performance. With that, Sanjeev?
Sanjeev Narula:
Thank you, Rajiv, and good morning, everyone. We had another excellent quarter and are seeing the results of our efforts, which include revenue growth versus the prior year. Unless otherwise stated, I will be making year-on-year comparison on a divestiture-adjusted operational basis as defined in our earnings release. The second quarter exceeded our expectations. We are encouraged by our fundamentals and continued strong operational performance. Our branded business and new product revenue was contributing to a favorable gross margin. In the quarter versus the prior year, net sales from emerging markets, Europe, and Greater China grew. The revenue growth included the impact of the new product and we expect this momentum will continue with our recent Breyna launch. We continue to invest behind future growth drivers which includes the Eye Care Division's commercial investment and late-stage pipeline programs. We believe that our unique global platform, which is diversified across product categories has proven its ability to continue to generate significant and sustainable free cash flow. And we remain confident in the durability of this performance moving forward. Turning to Q2 and first-half 2023 highlights. To summarize results versus the prior year on a reported basis, including the biosimilar business in 2022. Net sales were slightly ahead of expectations and grew at 1.5% versus the prior year. This performance is consistent with our expectations for the business over the long term. On a reported basis, foreign exchange had an impact of approximately 2% of net sales versus the second-quarter 2022. The diverse portfolio of growth drivers included brand performance in the emerging market, Europe and Greater China. We expect this M&A trends to continue in the second half, aided by product seasonality and the continued ramp of new products. New product revenue in the quarter met expectations and included sales of all strengths of lenalidomide. Adjusted gross margin of approximately 60% in the quarter exceeded our expectations, and was driven by a positive portfolio mix and lower than expected inflation on COGS. We reported strong adjusted EBITDA, which included the anticipated step-up in SG&A associated with the Eye Care division and the R&D to advance key programs across Eye Care, injectable and complex products. We had another solid quarter of free cash flow of $447 million, ahead of our expectation. The year-on-year decline was primarily driven by lower adjusted EBITDA due to the biosimilar divestiture, the impact of foreign exchange, and anticipated timing of working capital. We are delivering on our capital allocation priority and continue to pay down debt to reach our gross leverage target of 3 times. We remain in a strong balance sheet position and are committed to our investment-grade rating. In the quarter, we paid down shortened debt of $181 million for a total of approximately $6.1 billion since the beginning of 2021. We expect to pay down the $500 million maturity in Q4 from cash on hand. Additionally, we returned approximately $144 million of capital to our shareholders in the quarter through the dividend. The strong performance in the first of this year gives us continued confidence in our Phase 2 outlooks. Although, we're not providing guidance beyond 2023, it remains our expectation to generate at least $2.3 billion of free cash flow from the rebased business before any associated transaction costs and taxes. We are reaffirming our 2023 financial guidance ranges and expect full-year revenue, adjusted EBITDA, and free cash flow to be at the midpoint of the ranges. We are closely watching foreign exchange of select currencies. While we have absorbed the impact of foreign-exchange headwinds in the first half versus what we had assumed in our February guidance, it is possible that we may encounter a slight headwind in the second half. Now, a few updates on the expected phasing for the rest of the year. We continue to expect total revenue to be higher in the second half due to the launch and ramp of new products, as well as normal product seasonality, particularly in developed markets. We expect adjusted EBITDA to be slightly lower in the second half driven by two factors. First, gross margin moderating due to a less favorable portfolio and segment mix, as well as expected higher COGS driven by inflation. And second, the investment we're making behind future growth drivers, this includes DTC investment in Tyrvaya, Eye Care pipeline, and organic R&D. We anticipate free cash flow to be slightly lower in the second half based on our adjusted EBITDA outlook, an increase in capital expenditure and one-time costs. As a reminder, our free cash flow guidance does not include any transaction costs and taxes associated with the biosimilar divestments, the Eye Care acquisition, or the planned divestiture. Additionally, our adjusted EBITDA and free cash flow ranges exclude any required IPR&D for unsigned deals. In the second quarter, we incurred $10 million of IPR&D related to our investments in Japan. In closing, based on the continued strong underlying fundamentals of the business, we're well-positioned for the remainder of the year and look forward to 2024 and beyond. With that, I'd like to hand it back to the operator to begin taking your questions. Thank you.
Operator:
Thanks you. [Operator Instructions] We'll take our first question from Glenn Santangelo with Jefferies. Please go ahead.
Glenn Santangelo:
Yes. Thanks and good morning. Hey, Scott, just a couple of quick questions for you. I appreciate that you don't want to talk about the divestitures, but maybe you could just answer one high-level question. You've been in your seat now for just over four months. And I'm kind of curious, from your perspective is it fair to say that you're happy with how the process has been run, and you're happy with the demand you saw in the process because it's obvious that you weren't in your seat when this process started and you kind of inherited and I appreciate we're far along seeing, you don't want to give any comments, but I was wondering if you could just comment at a high-level if you're happy with where you're at in the demand you're seeing.
Scott Smith:
Thank you very much, Glenn, for the question. Yes. I would say, I'm very happy with what I've seen. These are very well-performing businesses. There's been lots of demand, there's been lots of interest in these assets. We're very excited on where we are in the process. I would say that we're in discussions with multiple potential buyers on multiple assets and we're looking forward to giving people the details on the time and the place where we can. Just one other comment that I think is really important and it's important to remember that these divestitures represent a [cash flow] (ph) that will be coming to us to help us accelerate towards our desired leverage ratios. What they do is, they really set us up well going into 2024 and beyond. And the critical thing for the future is our ability to deliver on our capital allocation plans in 2024 and beyond, which include capital return to investors through divestitures and particularly share buybacks and also business development and M&A, licensing, and partnership. So, very happy with the process and very happy to be accelerating into 2024 and beyond.
Operator:
Thank you. We'll take our next question from Jason Gerberry with Bank of America.
Jason Gerberry:
Hey guys, thank you for taking my question. Curious, are there any alternative structures that you guys would consider with these divestitures to minimize the tax consequences? And then with Tyrvaya, just wondering, what's going to drive a growth inflection here, do you really think that the DTC could be needle-moving for this product?
Scott Smith:
So, first of all, thank you, Jason, for the question. I can't comment on the deal structures or anything like that at this point in time. I would just be all speculation. I will turn it over though to -- for the Eye Care question, please.
Jeff Nau:
Yes. Hi, this is Jeff Nau. Yes. And I think it's a great question. We look at the marketplace for dry eye disease there's about 2 million patients currently being treated, but about 16 million that have been diagnosed. So, I think, among other things that we talked about on the prepared remarks, including an increase in Medicare, and many of the other tactics that we're taking into account, that 14 million patients that are sort of sitting on the couch, waiting for a new therapy, it's not something that's really unlocked to us today. And that's really I think the benefit that the DTC campaign brings forward.
Jason Gerberry:
Thanks, Jeff.
Operator:
We'll take our next question from Ash Verma with UBS.
Ash Verma:
Hi, good morning. Thanks for taking my question. So for the EU OTC business, not asking about the spin-off, but just wanted to understand any business trends that you can highlight. Some of the other like OTC players in Europe had particularly strong start to the year, but now flagging more of a normalization of that growth trend. So anything that you can share in that? And then just on complex injectables, I wanted to get a sense around the timing of some of the key launches of these products. I think you're estimating $1 billion in peak sales by 2027. So just wanted to understand if you have confidence in the approval timelines here? Thanks.
Scott Smith:
Thank you, Ash. And I'd ask Rajiv to address your questions.
Rajiv Malik:
Yeah. So, within our business, Ash, the OTC is performing exactly as we had anticipated and planned, especially this -- during this year of that sort of deal and transition and we are very happy in fact, how the overall business in Europe, because this is predominantly a European business, a 2% solid performance in Europe, overall and OTC playing its role. And OTC, just let me put it like that, OTC is not a very -- for us is a huge growth driver within the region. But yes, it's a pretty steady, steady business, and it's performing as we expected. To your point, question about complex injectables, every program and it's not that every product is going to come in 2027, in fact, we should be looking into launching these products. Later I -- if we are optimistic later this year or early next year. And then from there onwards, I think every year you're going to see two to three key products getting launched. However, that’s, I would say 2024, 2025, and 2026, leading to 2027 and 2028, a $1 billion franchise, we said. We have about eight first-to-file first-to-market opportunities, which we have already secured, we are about 37 products in this pipeline and we are adding more. And from the science point-of-view, we could not be more pleased. Yes. We -- there is always a little bit of -- with the FDA, changing in time, but we have taken that into consideration while modeling all this.
Operator:
Thank you. We'll take our next question from David Amsellem with Piper Sandler.
David Amsellem:
Thanks. So, at the outset of the evolution of the company's overall strategy, I think you had called out three therapeutic verticals, I think it was Derm GI and ophthalmology, and I'm just wondering is that something you're led to closely going forward? Are you looking at other therapeutic verticals, how should you think -- how are you thinking about that as you think about your brand strategy more broadly? And secondly, just any comments you might have on epinephrine and how you're thinking about the intranasal and another formulation that might come to market, and how you're thinking about potential pressure on EpiPen if any? Thank you.
Scott Smith:
Yes. Thank you, David, for the question. I'll answer the first one, and then I'll kick it over to Rajeev. We're focused on looking for strategically significant transactions. Our initial focus on the three therapeutic areas that you called out
Rajiv Malik:
So, regarding epinephrine, David. First of all, after maybe a few years, we have seen growth in this overall market, epinephrine market, there has been a healthy growth this year and we have also participated in the growth. And so, a market which is being well served today, we're not by -- just one player by two to three players and there is still there are -- there is a -- I would say, that the unmet need or there is a patients out there. So we welcome the more competition or a different dosage form from patient’s point-of-view. Having said that, we have followed epinephrine or this intranasal product very closely from science perspective and actually have some of the concerns from how -- it's execution, because there was a public hearing and we got to see the science from that point-of-view. And we have raised our voice to highlight those concerns to FDA. But having said that, we have always taken these products into the consideration while doing the modeling for the out years from 2024, and 2025. We knew there will be other dosage forms there, but there will be always a place for an emergency use products like EpiPen, which has been there in the market. So, yes. It's a market which is going to evolve, and we are watching it very carefully and closely.
Operator:
Thank you. We'll take our next question from Umer Raffat with Evercore.
Umer Raffat:
Hi guys, thanks for taking my question. Scott, I remember during your closing time at Celgene, you were spending a lot of time on ozanimod commercial planning, and I'm sure you've taken a fresh look at Viatris expectations on the monthly Glatiramer Acetate the Copaxone. Do you think it is a less than $500 million product? And also, and this may not be a popular question. The sheer amount of time the divestitures are taking, it's just odd, especially given a lot of the closures, and so I think the Street would really appreciate just finding out what's going on, why is it taking as long as it is and when does it come to a closure on that?
Scott Smith:
So, thank you, Umer. Second question first. I think we expect to announce all three divestitures in 2023, and we expect to announce a significant one -- at least one in the third quarter, you know it's complex transactions, sometimes to make sure you're doing the right thing, getting the right partnerships and I don't think where delays on very, very happy with the progress that we're making on all these divestitures and very excited that we'll be getting these done and announced or at least announced in 2023. And again for me, the important thing here is, these divestitures represent an ability of cash bonus and the ability for us to be able to get to our desired leverage ratios and then move into Phase 2 of the strategy and beyond in 2024 look for execution of our capital allocation strategies. In terms of MF, I will say, yes, it is the -- a lot of commercial planning for ozanimod and I've been involved in the MS Market. In other ways before, and I will just say without getting into specific -- guiding to any specific number, I think this is a great asset, it's going to have the very significant potential, not only for its ability to reduce injections, but also because of the clinical data that's being generated here and maybe I'd ask Rajiv to dig in a little bit more on the launch.
Rajiv Malik:
No, Scott. I would just say that we are very excited with this clarity about the PDUFA date and launch. And I will just reiterate that this product offers the safe effective treatment for RMS with a preference schedule and with fewer injection site reactions than other GA Depot or other GA products, and expected to improve the compliance and overall patient experience and patient satisfaction. So, we look forward to bringing this product to the market.
Sanjeev Narula:
And Omer, one other point I would just go back to the divestiture -- this is Sanjeev, go back to the divestiture point and we've said that it's a matter of strategic choice. These are well-performing assets and we want to make sure we do it in the right way and to get the best value for the company, because we're able to meet our financial commitments we've laid it out without these divestitures. What the divestitures do as Scott pointed out, accelerate what we're trying to do, but we are well-positioned as a company even without the divestitures with everything that is going in the financial outlook of the company.
Operator:
Thank you. We'll take our next question from Balaji Prasad with Barclays.
Unidentified Participant:
Good morning. This is Sean on for Balaji. Thanks for taking our question. On a recent tornado damage to the Pfizers Rocky Mount facility, what level of impact do you see this event could potentially have on the sterile injectable market? And as we think about pushing potential shortages here, do you see any specific opportunities in a sterile injectable market from this incident for Viatris. Thank you.
Rajiv Malik:
Yes. First of all, really unfortunate event, nobody anticipated it, but having said, we have stayed very close to the market. We have stayed close to our customers. We have stayed close to FDA from the drug shortages point-of-view, we have some overlap products with Pfizer's portfolio coming out of the Rocky Mount facility. And look, if there is a need as we are seeing those customers we will step-up, we are working very closely with the supply chain to make sure that we are in a position to address the drug shortages as and when if they come through.
Operator:
Thank you. We'll take our next question from Nathan Rich with Goldman Sachs.
Nathan Rich:
Great. Good morning, thanks for taking the questions. First, you noted the generics business came in ahead of expectations. It seems like the new product launch guidance wasn't changed and maybe base business erosion was a bit better than you had anticipated. Can you just maybe talk about what you're seeing there? There's obviously been a lot in the news on product shortages, have you seen stabilization or firming of generic pricing in that business? And then as a follow-up. I wanted to ask on gross margin. Could you just go into a bit more detail on what's driving the step-down in the back half of the year and where you'd expect the gross margin to be for the full year within the guidance range that you have? Thank you.
Rajiv Malik:
So, Nate, let me take the first part and second I’ll have Sanjeev respond to that. The first, overall, from our -- just let me talk first globally. First, the base business. We have -- as I said in my prepared remarks, we have -- we see the momentum we have seen never before and our base business, whether it's in emerging markets or China or Europe or North America, yes, it's hitting on all cylinders. So, the stability and predictability of seeing we have never seen before. So, it's setting up the company exactly how we have planned it and how we've seen it, the execution is just bringing this to the whole another level now. So, having said that from the generics point-of-view, generics across, not only just US, see I'll come to the US specifically because I know your question was about the USA. But even in emerging markets in Europe, generics you had a very solid performance. In fact, 11% or 10% growth in emerging markets was largely also driven by the generic performance. In the US, we always knew that the pricing is a factor of -- two factors. It's one either, demand and supply, and the second is your portfolio mix. Now on portfolio mix, we have diligently worked, moved away from commodities, more diversified complex products, and that's given up that's part of the underlying stability of the mix in the USA. Demand and Supply, yes, the market is seeing some disruption, the market is seeing some hiccups and it may go a little bit further in that direction. We may see more supply disruptions before it comes better and because of the slight disruptions, because of the diversity we have seen price stabilization over the last several quarters in the North America, which we have not seen for a few years back. So, yes, we see the market conditions improving as well as -- [indiscernible] as well as generics are concerned.
Sanjeev Narula:
And Nate, I'll take the question on the gross margin. So, as I talked about the gross margin came in ahead of our expectation and that's again, obviously, driven by strong operational business performance, in particular, we had a favorable segment and a portfolio mix and lower-than-expected inflation cost on the COGS. So, what's going on things products like lenalidomide, which have a higher gross margin contributed to the higher gross margin that we said. And then we had inventory beginning of the year, which was built at the lower cost that we were able to consume giving us a benefit that we saw in the gross margin in the first half of this particular quarter two of the year. For the balance of the year, we expect gross margin to step-down a little bit and that's expected, as we have the expected impact of the inflation, and then a little bit of the segment mix and the portfolio mix that probably we'll have a little bit of pressure on the gross margin, but that's all expected and built into the forecast. In a full-year basis, I expect our gross margin will be within the range of 57.5% to 58.5%.
Operator:
I will now turn the call back over to Scott Smith, CEO, to make a few closing remarks.
Scott Smith:
Thank you very much. Obviously, I'm very, very pleased with the second quarter. It's one of the strongest quarters that we've had to date at Viatris. I could not be more pleased with the overall execution of the company. But most importantly, I'm very much looking forward to the road ahead and moving into Phase 2 and beyond. I think we have tremendous opportunities as a company for over the next foreseeable years. Really, I'm very excited to be executing and with that forward-looking view. So, I'd just like to say also, thank you all very much for your attention this morning and for your questions. And I look forward to interacting as we go forward.
Operator:
This does conclude today's Viatris 2023 Second Quarter Earnings Call and Webcast. Please disconnect your line at this time and have a wonderful day.
Operator:
Good morning. My name is Gretchen, and I will be your conference operator today. At this time, I would like to welcome everyone to the Viatris 2023 First Quarter Earnings Call and Webcast. [Operator Instructions]. Thank you. I will now turn the call over to Bill Szablewski, Head of Capital -- Global Capital Markets. Please go ahead.
Bill Szablewski:
Good morning, everyone. It is my pleasure to welcome you to our first quarter 2023 earnings call. With us today is our CEO, Scott Smith, President, Rajiv Malik; CFO, Sanjeev Narula; and Jeff Nau from our Eye Care Division. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2023 and various strategic initiatives. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to today's slide presentation and our SEC filings for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. We will be referring to certain actual and projected non-GAAP financial measures to supplement investors' understanding and assessment of our financial performance. Reconciliations of those non-GAAP measures to the most directly comparable GAAP measures are available on our website and in the appendix of today's slide presentation. An archived copy of today's presentation and other earnings materials will be available on our website at investor.viatris.com following the conclusion of today's call. With that, it is my pleasure to welcome our CEO, Scott Smith.
Scott Smith:
Good morning, everyone. I'm excited to speak to you today officially as the CEO of Viatris. It's been a busy and productive first month. Viatris is a special company, I knew that from the moment I joined the Board in December, and I appreciate it even more today. It begins with our ability to sustainably deliver access to high-quality medicines at scale to people regardless of geography or circumstance. Since becoming CEO, I have met with colleagues all over the globe and have had the opportunity to spend time with each business segment. I have seen firsthand the unique combination of passion, dedication, and skills of the people of Viatris. Their unwavering commitment to our mission is infectious. I'm honored to be part of this amazing organization, and I'm extremely impressed by everything that has been accomplished to date. In addition to our historically strong regulatory, clinical, and manufacturing capabilities, I've also been very impressed with the company's global commercial infrastructure and the talented people we have there. I look forward to finding additional ways to leverage these capabilities to deliver more access to more medicines to more patients around the world. I want to reiterate that I firmly believe in the strategic plan announced in November of last year. I believe that executing this plan will ensure that we are able to simplify our unique place in the global healthcare landscape. A critical part of my job is to enhance the already strong execution of the company and ideally accelerate our well-crafted strategy. What I've already seen and experienced, I believe we are positioned well to be set up for success in Phase II of our strategic plan. I believe that Viatris has the strong financial profile and financial flexibility to accelerate growth in the coming years, and I am fully aligned with the future capital allocation priorities that the company laid out in November, namely that, although we are not giving guidance beyond 2023, beginning in '24, we expect the reshaped, rebased company to generate at least $2.3 billion of free cash flows per year, excluding transaction costs and taxes. And in phase II, we intend to remark approximately 50% of our free cash flows annually to be returned to shareholders in the form of dividends and share repurchases. With the remaining 50%, we intend to identify and be able to reinvest further in our businesses organically and inorganically with value-creating strategic transactions. While I will leave the discussion of details of our first quarter results to Rajiv and Sanjeev, I am very pleased to report that Viatris has had a great start to the year with yet another quarter of strong operational performance that gives us further confidence in our ability to return to growth as we enter phase II of our strategic plan in 2024. In the first quarter, we delivered total revenues of $3.73 billion, adjusted EBITDA of $1.34 billion, and free cash flow of $923 million. Based on the strong performance, we are reaffirming our financial guidance for 2023. We are also laser-focused on executing our pipeline, especially our three franchises with the potential to reach $1 billion each in peak sales by 2028
Rajiv Malik:
Thanks, Scott, and good morning, everyone. As Scott mentioned, we had another strong start to the year and a strong quarter of operational performance across various segments as well as product categories. Let me now begin by sharing our commercial segment highlights from the quarter. As I do, I will be making certain comparisons on an operational basis, which excludes the negative impact of foreign currency rates versus the plan that supports our financial guidance as well as to Q1 '22 results which also excludes the results from the divested biosimilars business from Q1 '22. Our well-balanced business of developed markets where gross margin close to 60% of our net sales delivered another strong quarter. Europe performed ahead of our expectations, with France and Italy driving the strong performance. The region grew low single digits in Q1 compared to the prior year on an operational basis, making it our fifth consecutive quarter of year-over-year growth. Our key brands like Dymista, Creon and Yupelri as well as our generics portfolio continued to perform strongly in Q1. Our North America business also performed ahead of expectations driven by better-than-expected performance in our generics portfolio, including generic Symbicort [ph], and our injectables portfolio. Our brand business was led by stronger performance of Yupelri. We look forward to launching several new products in North America this year, including Breyna, our generic to Symbicort. We and our partner can develop Drug Delivery, have settled the patent litigation with AstraZeneca and expect to launch the product after the expiration of regulatory exclusivity. We anticipate launching Breyna with 180 days first-to-file generic exclusivity subject to FDA's future determination of the issue if and when another NDA filer becomes eligible for final approval. For the remainder of the year, in developed markets, we expect to meet or exceed our expectations of both North America and Europe. Moving to emerging markets. Korea, Malaysia, Thailand, as well as the Middle East, delivered strong performance. Lipitor, Norvasc, and Viagra performed better than expected. Generics also performed ahead of expectations driven by solid ARV performance. We remain confident for this segment to deliver mid-single-digit growth for the full year, primarily driven by our brand category of this region. In JANZ, the brand category fell slightly behind expectations primarily due to customer buying patterns in Japan. We remain confident in our broad outlook for the year due to the projected strong performance of our generics, including authorized generics as well as our brands like Creon, Amitiza, and Effexor. Greater China performed better than expected with 5% year-over-year growth on an operational basis. We expect another strong year of operational performance, in line with our expectations, as we continue to focus on the retail segment and growing the self-pay patient base while navigating the evolving policy environment. I'm also pleased to confirm that we have 10 regulatory submissions under review with the SFDA in China. Moving to Eye Care. Tyrvaya launch continue to progress as planned in its first quarter as a part of Viatris. March delivered Tyrvaya as the highest launch-to-date monthly prescriber count and total prescriptions. Furthermore, we remain excited about Tyrvaya's opportunities ahead, including driving prescriptions from the recent Medicare party coverage wins, leveraging Viatri's commercial infrastructure, and launching its first direct-to-consumer marketing campaign in Q4, which together provides confidence in our current full-year outlook for Tyrvaya as well as beyond that. We have made significant progress in stabilizing our base business, which we believe is one of the key elements to the successful execution of our phase II strategy in '24 and beyond. One of the primary drivers to our expected stabilization is the effective management of our brand portfolio, which forms approximately 2/3 of our overall base. I'm pleased to report that for the last several quarters, our branded business has consistently performed at or above our expectations across the various geographies. This continued strong performance of our branded category has led generics across the segments, combined with our anticipated $500 million plus of new product launches in '23, gives us tremendous confidence that our base business, excluding the positive impact of our Eye Care Division, will return to growth in the second half of the year versus the prior year. We believe we are headed into the final stages of completing all aspects our phase I commitment and will deliver another strong year that we expect will put the company in a very solid position to execute phase II. Let me now switch to provide noteworthy updates on our pipeline with a focus on the three key buckets we highlighted at the beginning of the year. I will begin with our portfolio of complex injectable products. We secured the sole first-to-file position for Wegovy, a weight loss treatment. In addition, we can also confirm that we have achieved the sole first-to-file status for Ozempic 8-milligram strength. As we have previously disclosed, we have a shared first-to-file position on the other strengths of Ozempic. In addition, we have strengthened this portfolio and submitted our NDA for Abraxane used in the treatment of Breast Cancer as well as advanced our MR-151 product, an Anticoagulant, into its clinical phase of development. Finally, we have also submitted another first-to-market ANDA to FDA for MR-204, which is indicated for Chronic Dry Eye disease. Within our select novel and complex products pipeline, I'm really excited to announce that we filed our NDA for Glatiramer Acetate once monthly to FDA. As we have previously noted, our GA one monthly product has met its primary endpoint of reduction in annual relapse rate in a placebo-controlled Phase III study. GA monthly demonstrated a 30% reduction in ARR compared to placebo. In addition to this, GA once monthly, when compared to placebo, demonstrated clinically relevant priority on the expanded disability status scale score that was statistically significant. For Meloxicam, we have completed our end of Phase II meeting with FDA on May 1 with positive outcomes, and we look forward to initiating our Phase III clinical trial in the second half of this year. Finally, we are progressing our IND and enabling study for our Botox program and remain on track to making our IND filing this year. Our Eye Care pipeline is also advancing as planned. We are pleased that we have received positive top-end results for Tyrvaya in China. We, along with our partner, are now checking our submission in China to August of this year. Our clinical program for MR-142 for Night Vision Disturbances is progressing well. We also submitted our IND and are Phase III-ready for our MR-148 for Dry Eye Disease. In addition, we aligned with FDA on the Phase III study design for our Blepharitis program, which will get initiated later this year. Finally, we are executing an IND-enabling study for our nerve growth factor product, MR-146, which we hope to progress to treat all stages of Neurotrophic Keratopathy. Before I hand it over to Sandeep, I want to recognize that our execution has been and continues to be a team effort, and I would like to thank our colleagues around the globe for delivering another strong quarter. With that, I will now hand the call over to Sanjeev.
Sanjeev Narula:
Thank you, Rajiv, and good morning, everyone. We're off to a great start to the year and as a team could not be more confident in our strategy to deliver our plan and return the company to growth. As Scott mentioned, the first quarter was in line or slightly ahead of our expectations. Our business fundamentals are strong, and we are encouraged by continued performance, including the stability of our base business. In the quarter versus prior year, excluding biosimilar, net sales from our Europe, emerging market, China businesses grew operationally. New products contributed well. We are looking forward to several exciting launches in the second half of the year. Early in the quarter, we closed the Eye Care acquisition and our SG&A and R&D expenses for Q1 includes costs associated with the commercial infrastructure and late-stage pipeline of these businesses. We continue to see benefit from our unique platform and its ability to generate significant cash flow from operations. We feel good about the opportunities ahead that will strengthen our free cash flow generation. Looking at quarter 1, 2023 highlights, you will see our summarized results versus the prior year on a reported basis. It is important to note that for comparison purposes, our reported results for quarter 1, 2022 included the biosimilar business. Our net sales and adjusted EBITDA walks show sales for the quarter were in line with our expectation and, on an operational basis, down slightly versus the prior year. Foreign exchange had a negative impact of approximately 5% on net sales versus the first quarter 2022. The stability of our business was primarily driven by growth in Europe across diverse portfolio, key products in Greater China, and brands in Emerging Markets. As mentioned, base business performance was in line with our expectation, and the full year remains on track with the estimate we provided at the end of February due to ramp of new products and volumes. New product revenues, off to a solid start and benefited from sales of additional strength of lenalidomide. Adjusted gross margin of approximately 60% in the quarter exceeded our expectation and was driven by positive portfolio and segment mix, new product launches, the lower impact of inflation on COGS and the impact of certain positive variances. We reported strong adjusted EBITDA, which included SG&A investment in the eye care franchise and R&D to progress key programs across injectable and complex products. We had another excellent quarter of free cash flow of $923 million. In the quarter, free cash flow conversion continued to improve. The year-on-year decline was driven by lower adjusted EBITDA with biosimilar divestiture and the impact of foreign exchange. In the quarter, we incurred approximately $22 million in transaction costs, primarily relating to eye care acquisitions. We continue to deliver on our capital allocation plan and financial commitment. As a result, we remain in a strong balance sheet position with a low coupon fixed rate capital structure. We are committed to our investment-grade rating, and we continue to pay down debt to reach our leverage target of 3 times. In the quarter, we paid down approximately $550 million of debt for a total of approximately $6 billion since the beginning of 2021. Additionally, we returned approximately $400 million of capital to our shareholders in the quarter. Before I discuss the 2023 outlook, although we are not providing guidance beyond 2023, especially given the strong start to this year, I have even more confidence in our phase II outlook beginning in 2024. This includes the expectation of generating at least $2.3 billion in free cash flow from the rebased business before any associated transaction costs and taxes. Coming back to 2023, we are reaffirming our 2023 guidance ranges. We currently expect full-year revenue, adjusted EBITDA, and free cash flow to be at the midpoint of the ranges. While foreign exchange continues to be dynamic, based on current rates, we have assumed a slight headwind in Q2 and minimal to neutral impact for the full year. Now a few updates on our expected phasing for the rest of the year. We continue to expect total revenue to be higher in the second half due to ramp and launch of new products, including Breyna, our generic version of Symbico, as well as normal product seasonality, particularly in Europe. We now expect adjusted EBITDA to be evenly weighted between the first half and the second half, driven by two factors. Number one, gross margins stepping down in Q2 and moderating in the second half due to portfolio and segment mix, expected higher COGS because of inflation, and expectation that positive variance in the first quarter will not repeat. And number two, SG&A and R&D spending to step up in Q2 and increased sequentially in the second half. This includes the expected DTC invested in Tyrvaya as well as increased investment in the eye care pipeline and organic R&D. We expect cash flow to be lower in subsequent quarters given the expected increase in capital expenditure, onetime costs, and working capital. Specifically, quarter 2 and quarter 4 will be lower due to timing of semiannual interest payments. As a reminder, our adjusted EBITDA and free cash flow guidance excludes any future acquired IP R&D for unsigned deals. And our free cash flow does not include any transaction costs and taxes associated with the planned divestiture or the Eye Care acquisition. In closing, based on the sound fundamentals of our business, we are well positioned for a strong 2023, and nothing has changed with respect to our phase II outlook beginning in 2024. With that, I'll hand it back to the operator to begin the Q&A.
Operator:
[Operator Instructions] We'll take our first question from Glen Santangelo from Jefferies.
Glen Santangelo:
Hi, thanks. Scott, I just wanted to start with you. It seems -- it's been a couple of months since you've been on board and you a chance to look at everything. And encouragingly, you seem to agree with the strategic plan, are comfortable with everything. So, could you maybe revisit what you expect the proceeds to be from the three asset sales coming later this year? And I think from memory, you said $5 billion to $6 billion pretax. And what is that after tax? And then what's the plan for those proceeds? Will 50% of that be returned to shareholders because that would imply a share repurchase that's significantly bigger than the authorization you currently have outstanding. So, any more details around the back half of the year as that -- as it relates to that capital deployment would be helpful. Thanks.
Scott Smith:
Good morning, Glen, thank you very much for the question. So, you said comfortable with the strategic plan. I think I'm more than comfortable. I'm very, very supportive of the strategic plan. As I came in on the Board at the end of the year, one of the things that I was most impressed with was the plan and the way forward. I think it's a very, very strong plan, I'm very, very much supportive of it. You asked a question about divestitures as well. And I think it's really important to note that we expect to be -- as I said in my prepared remarks, we expect to be in the previously announced ranges for both value and for timing. And it's really important to note that we don't need to do these divestitures, we have strong financial performance. These are a matter of strategic choice and not a necessity. So, these are strongly performing assets. There's a lot of interested parties who are on track to announce all of them, hopefully, by -- in 2023. And we hope to be able to announce one or more early in the second half. So, we're very, very pleased where we are from that perspective. But again, it's really important to note that we don't have to do these divestitures in order to execute on our plan. Our plan is strong, and due to the strong operational and financial performance of the company. Sanjeev, do you want to talk little bit?
Sanjeev Narula:
No, I think, Scott, you covered everything. I think just two points to kind of just double-click on that. Glenn, to your point about the ranges. So, we talked about in that net proceeds of about $4.9 billion to $6.1 billion. And that was after the taxes onetime cost and the Oyster Point acquisition at that point. So, we stay within the range. And the idea there is that will be the proceeds that will be available for additional debt pay down, buying back shares and investing in the business for the capital allocation plan that was already laid out.
Operator:
Our next question comes from Chris Schott from JPMorgan.
Chris Schott :
Thanks so much. Just following up on the divestiture process. It sounds like things are on track, but you mentioned this position of strength. I guess, to the extent the current rate environment does not result in valuations that are aligned with your targets, can you still kind of push forward with this capital allocation story and kind of the targeted acquisitions just given the step-up in free cash flow? Or would that part of the plan have to change? I know that's not plan A, but just to the extent that we weren't able to get all these to go in line kind of, should we think about there being a different outlook? Or is the pretty much the same regardless? Thank you.
Scott Smith:
Thank you very much for the question, Chris. I think it's very important to note that due to the strong operational and financial performance of the company, we can execute our financial commitment and on the plan without the divestitures. So, these are really good, well-performing assets. Yes, there's been some deterioration, I believe, in interest rates in the macroeconomic environment. And we don't go in to any sale that we don't think mimics the value that we see in these important assets. Again, having said that, there's a lot of interest in these assets, and we believe they're going to move forward. And I believe they're going to be, by the time we get to the end of this process, I believe they're going to be in the previously announced range, both for value and for timing. But no, they're not necessary for us to be able to execute on the plan.
Operator:
Our next question comes from Jason Gerberry from Bank of America.
Unidentified Analyst:
Thanks for taking my question. This is Robin [indiscernible] for Jason. So, first is on your monthly GA for multiple sclerosis. How do you see the market opportunity there given the decreased use of GA overall? And do you believe you can increase the use of GA with a monthly Depot? And then on Tyrvaya, just early impressions. What do you think is needed to drive the launch curve to look like more successful dry-eye launch analogs? Thank you.
Rajiv Malik:
Thanks, Jason, for your question. First of all, very happy to announce today the submission of this NDA very important for a product without a partner maybe. And I would say, it's not just a compliance play. We have studied this data very carefully over the last couple of months, got deep into the previous studies which are available. The significant treatment effect of the Depot product in reducing the ARR strengthened by the MRI endpoint supports the use of GA Depot for the RMS patients. And just map put your head around, just as against one injection per month, 14 injections is what current treatment is and almost 560-milligram drug against the 40-milligram. Moreover, not only this was in relapses, but GA people significantly reduce the contrast enhanced lesions by 28% as well as new or enlarging key to T2 hyperintense about 17% and significantly help on the EDSS, which is expanded disability status scale. So, I think with all this, we are looking forward to GA still -- this molecule still has a significant market share. And this product will revive -- this product will for the revive and boost that aspiration.
Scott Smith:
Yes, sorry. Yes. On the Tyrvaya side, if we look at Tyrvaya performance in 2022, predominantly driven by commercial coverage. And as we enter into 2023, we have increased Medicare Part D coverage from single digits now to leaving the quarter about 54% Medicare Part D cover -- lives being covered. So, if you think about the marketplace, approximately half of all dry eye disease prescriptions come from Medicare Part D. So, we expect that to be a significant tailwind. As we exited the quarter in March, we had the strongest launch today for prescribers and prescriptions. We expect this to continue as digital advertising ramps and we initiate the DTC campaign in the end of the year. And Furthermore, when we leverage Viatris' commercial infrastructure, we feel that's going to drive an additional intermediate and long-term tailwind for Tyrvaya in the overall portfolio.
Sanjeev Narula:
I just like to make a quick comment on Tyrvaya and the Eye Care business as well. We need to remember that this deal closed in January. So, this Q2 is our first full quarter with Oyster Point under Viatris's hand. Both revenue and demand for Tyrvaya were in line with our expectations for Q1 and March had the highest demand, as previously noted. We see opportunities for leverage strong parts of the existing organization, including commercial access and our large development team to help accelerate revenues in the future, including initiating DTC later in this year. I just want to say that we're very, very excited about not only Tyrvaya but the Eye Care business in general.
Operator:
Our next question comes from Balaji Prasad from Barclays.
Balaji Prasad:
Good morning, everyone. Thanks for the question. Scott, just a couple of questions on the EBITDA side. You called out $2.3 billion of EBITDA for 2024 at least. Can you help us understand what this factors? I would imagine this factors in your asset divestments and maybe some helpful color would be on what is it like-for-like. Continuing on EBITDA, the cadence implies that Q2 EBITDA is below where the Street is currently. So, was there any pull-forward of EBITDA from Q2 to Q1? Thanks.
Scott Smith:
And, I did confirm $2.3 billion going forward. But let me take it to Sanjeev to give you some more context around your EBITDA question.
Sanjeev Narula:
Yes. Thank you, Balaji, I will cover both points that you have talked about in terms of 2024. So, a simple way to think about this as the two. What Scott mentioned, minimum $2.3 billion free cash flow for 2024 is after taking out all the divested assets that we have announced. So, if you talk about today's 2023 guidance that we have, the $2.5 billion, that includes all the divested assets that we have with us. But this is to kind of show you the starting point for phase II, which is assuming all the divested assets are out of the numbers, and that's how we get to that $2.3 billion. Important to note that before any cost for divestment or any taxes which will obviously be funded through the divestment proceeds on that. And we are well on track, and we feel very good about where we are on that particular point. As far as the EBITDA is concerned, again, we had a strong quarter, came in at our expectation, slightly ahead of our expectation. The way to think about EBITDA in terms of the phasing is going to be now evenly phased between first half and second half. And that's going on because there are two factors that is driving it. First is obviously the gross margin, which first quarter came in ahead of our expectations. Our gross margin is going to step down in Q3 -- Q2 and is going to moderate in the second half of the year. So, there's a function of product and portfolio mix, the continued impact of the inflation, and non-repeat of certain positive variances that we had in the first quarter. And then you obviously have the SG and R&D stepping up starting from Q2 and later in the year because the investment that we are making in the IT division, the R&D pipeline on organic products, and the DTC that Scott talked about for Tyrvaya, which is going to kick in at the later part the year. That's why we feel, again, great about overall where we are. But that's the cadence that we expect now but still will be at the midpoint of our EBITDA guidance.
Operator:
Our next question comes from David Amsellem from Piper Stanley.
David Amsellem:
Thanks. So, I just wanted to ask a couple of product specific. So, you still have a lot of exposure to Lipitor and Norvasc. Can you talk about how sticky you think those products can be globally? And then secondly, just in general, how are you thinking about the trajectory of the established brands portfolio over time? And then another question I have is just a societal, philosophical question. As you think about your exposure to regular way, generics, oral solid generics in developed markets in particular, how do you think about the role of that business in the overall organization? And I guess, more specifically, is our oral solid generics are a business that you want to deemphasize over time? Thank you.
Rajiv Malik:
I can start with the -- from the second part. I think we never want deemphasizing the oral solid business. All we did was diligently looked into our portfolio, looked into there are multiple options products are commoditized. There are more than 10, 15 suppliers out there. excess is not an issue. And we pruned that portfolio and focused on going up the value chain, focused on excess of the more complex, hard-to-make products, because somebody is going to take the lead to bring those products, too. so, I would say that generics are still a very important part. Our excess -- basically, it's all about excess, and that's where we have been focusing on. Bringing excess to this hard-to-make, difficult products in this segment across the globe. So, we're not walking away from that segment. That's the first thing. Second, from the brands point of view, established brands point of view, not just Lipitor and this, these brands, we have been -- these brands -- some of these brands were before Upjohn or even the average experience. We were never declining at an accelerated rate. And we while because there was perhaps not enough focus over the last two years, we have -- I know what we have to work with, and we are focused on these products. Over the last several quarters, six to eight quarters, we have been able to stabilize this bucket very successfully from a decline of -- initial decline of 4%, 5% to about now 1%. And in fact, this quarter, it was flat. And next quarter, you will see this segment coming to a little bit of growth. So, it's all about stabilization of this bucket, which is leading to the further robustness of this platform. So, we are very excited with the work which we have done around this and our ability to manage this portfolio.
Operator:
Our next question comes from Ash Verma from UBS.
Ash Verma :
So, I have two on pipeline. On Botox, have you received clarity from the FDA? And can you share with us like what's going to be the trial design, biosimilarity endpoint, et cetera, for this program? And are you pursuing just the therapeutic indications here, not aesthetic? And then separately, for July nowadays, can you elaborate a little bit like what is the value proposition? Does this in any way, expand the market opportunity? Or is it going to cannibalize the high-dose product that you have? Thanks.
Rajiv Malik:
On the student low dose, as market is already lighted commoditized cannibalize, I would not say it's cannibalized but commoditized with now one, tow, three players out there. And [indiscernible] low dose actually is a medical need. There's an unmet need here. There has been always an ask for a low-dose hormone of product over here, and we are well on track, where Phase I studies are now completed, stylization, irritation, addition, and Phase III studies underway targeting about 12 under women, and we are looking forward to bring this product to the market maybe by '25 -- sorry, '26, in this case. On address of Botox, yes, very early on, maybe almost 1.5 years back, we saw the alignment, and we got the alignment with the FDA very clearly what they have expectations were on CMC. And what are on the clinical trials, like, for example, one of the clinical study, they were looking on a survival dystonia as well as extensive digital and embroidery. So, all those studies are well in -- all that work is well on track. And we will be submitting our IND later this year for the initiation of Phase III studies.
Operator:
Our next question comes from Umer Raffat from Evercore.
Umer Raffat:
Hi, guys. Thanks for taking my question. I have two here, if I may. First, it seems like China has been a very good tailwind through the duration of COVID lockdowns. And considering it did so well last year, considering it's doing so well, up 5% in 1Q as well, how are you baking in potential for a restart and implementation of BBP programs across China into back half of this year and especially into next year? Number one. Number two, Symbicort, I know Advair opportunity did not necessarily play out versus your internal expectations. And it perhaps wasn't really a needle mover. In fact, one of the big droppers this quarter is your Wixela product. Why should Symbicort be different? And to what extent has the brand discounted on Symbicort already? Thank you, very much.
Rajiv Malik:
Wixela is and Wixela always has been ever since launch a very meaningful contributor. Even this quarter, it has been a very decent contributor to our projection or to our numbers and all that. And it's a very important product. We have met and exceeded every expectation we had around Wixela. And we expect to leverage what have we learned in the market to further leverage the same expertise to leverage in this product. We are very much looking forward to bring this product once the regulatory exclusivity expires. Everything is lined up. And we anticipate launching this with 180-day first-to-file generic exclusivity unless, as we mentioned, subject to FDA's future determination of this issue when another ANDA filer becomes eligible for final approval. Now let me switch back to China. Four years of successful implementation of VPP, China has significantly improved the cost efficiency. And first, I will tell you, we don't have any more products to go through the VPP rounds at this point of time. We have gone multiple rounds. The market has evolved towards segmentation of privately paid and government reimbursement paid. And what have we done at our end? Commercially, we have aligned -- we have continued to make a lot of progress effectively to compete in, especially in the private paid channel, leverage the brand equity of the products in the private pay channel, and reorient ourselves over there. Operationally, what we have done is loaded up the pipeline. We have already 10 products under active review with FDA. And sooner than later, this pipeline will start coming up and add to the growth. And over last one, I was just there with our management team and Scott in China to review. And I'll tell you, we had a great team, they have been performingly wonderful well during the COVID even through the integration, we have -- this was the first time we ended up there after integration. I have nothing to say but great things, and our confidence in that business has been reconfirmed. Scott, do you want to like to add something?
Scott Smith:
Yes. And just thank you, Umer, for the question. I'd just add to what Rajiv said. My first international trip on behalf of Viatris was to China, and to meet the China team, and I was incredibly impressed by the leadership, by the strength of the leadership team, and the overall strength of the operating affiliate in China, a very, very strong, particularly commercial organization that we have there. As Rajiv noted, lots of products in the pipeline, and really looking forward to the next step with our affiliate in China.
Operator:
And our last question comes from Nathan Rich from Goldman Sachs.
Nathan Rich:
Great. Thanks for the questions. One high level and then one on the quarter. I guess, Scott, how are you thinking about the best way to prioritize the free cash flow that you're planning to reinvest in the business, either organically or to drive growth inorganically? And any thoughts on therapeutic areas that you think the company should focus on? And then on the quarter, the level of base business erosion was a little bit high relative to the full-year guidance. I think complex generics were called out as a soft spot. I guess could you maybe just talk about how this is expected to trend over the balance of the year. Thank you.
Scott Smith:
So, thank you for the questions. And just relative to the BD strategy going forward, what was laid out in November, the areas we were going to focus on were GI, dermatology, and, of course, eye care. And I am very, very comfortable in all those areas. I've had a very significant experience, both development experience and commercialization experience, in GI and dermatology. And again, very comfortable moving forward in those areas. I will say, however, though, we will also be opportunistic. If there's something, and we're very open to something outside of these areas, if it fits our business dynamic and it's right and will bring the right kind of value to the company. So, I'm very excited about the strategy going forward. Again, focus, eye care, derm, GI, but opportunistic and open to other opportunities as they come in. And I think if you take a look at the model of the type of acquisitions that we would like to make, take a look at the Oyster Point and Famy Life Sciences that was completed earlier in the year. Those are an excellent example of the execution of that strategy. We acquired a company with an approved asset, customer-facing organization, and we were able to marry it with the Famy development assets. So, I think that's a really good example of the type of deals that we'd like to do going forward.
Rajiv Malik:
Yes, and Nate, on the erosion, everything as we had expected, everything as were expected, it came from the complex generic’s category, as you noted, and largely driven by three products in the North America. One was Restasis because we had almost exclusively of the cases over last year over this period. We had additional competition come on Xulane, Amyl, and that's one second contributor. And the third was Wixela where we have seen some hyper competition over there. So, I think these three products largely contributed to the erosion in the North America in the complex generics category. But as we look forward, we know -- I think we're looking forward to, in fact, bringing the developed markets back to the growth in the second half of the year.
Scott Smith:
I believe that was the last question, the end of the questions. And if so, I'd just like to take a moment to say thank you to everybody on the call here for time, and attention today. So, want to say, really, really proud of the strong operational and financial quarter we had in Q1, a great start to the year. and I really look forward to meeting and spending more time with all of you as we move forward in the future here. So, thank you very much.
Operator:
This does conclude today's Viatris 2023 First Quarter Earnings Call and Webcast. Please disconnect your line at this time, and have a wonderful day.
Operator:
Excuse me, everyone. Thank you for standing by. We apologize; we did experience some technical difficulties. We will now begin your conference. Please go ahead. Good morning, everyone. Welcome to our Q4 2022 Earnings and 2023 Guidance Call. With us today is our Executive Chairman, Robert Coury; CEO, Michael Goettler; Incoming CEO, Scott Smith; President, Rajiv Malik; and CFO, Sanjeev Narula. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2023 and various strategic initiatives. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to today's slide presentation and our SEC filings for a full explanation of those risks and uncertainties and the limits applicable to forward-looking statements. We will be referring to certain actual and projected non-GAAP financial measures to supplement investors' understanding and assessment of our financial performance. Reconciliations of those non-GAAP measures to the most directly comparable GAAP measures are available on our website and in the appendix of today's slide presentation. An archived copy of today's presentation and other earnings materials will be available on our website at investor.viatris.com following the conclusion of today's call. With that, let me welcome Robert Coury.
Robert Coury:
Good morning. When I spoke with you on November 7th, I shared my excitement for all that I saw ahead for Viatris as we begin to approach the end of Phase I of our strategic plan, which, as you know, has been our setup phase. And now as we prepare to enter Phase II beginning in 2024, I am pleased to report with our eighth consecutive successful quarter of execution behind us, the rebasing of our business model is well-underway. And though we are not giving guidance for 2024, I am even more confident today that we will not only generate a minimum of $2.3 billion of free cash flows, excluding transaction costs and taxes, but now also see the potential for accelerated top line growth from 2023 to 2024 as well. This is on top of the expected top-line growth you saw in this morning's press release between 2022 and 2023 after excluding the full year impact of the biosimilars business in 2022. Now turning to the other press release you saw this morning. The Board of Directors has appointed Scott Smith as Viatris' new Chief Executive Officer, effective April 1st. Scott will lead the company and the execution of our previously and now Phase II strategy. Scott has been a member of the Viatris' Board since December of 2022 and is a deeply knowledgeable senior global biotechnology pharmaceutical executive with over 35 years of experience, including as a former President and Chief Operating Officer of Celgene Corporation, where he built and oversaw the clinical development, registration, launch and global commercial success of the blockbuster drug, Otezla. Most recently, Scott has served as the President of BioAtla, a publicly traded global biotechnology company focused on the development of Conditionally Active Biologic antibody therapeutics. The Board view Scott as a seasoned builder who possesses vast global commercial and pharmaceutical expertise and a proven ability to build, grow and manage large complex organizations. We see his strong commercial and strategic expertise being complemented by his experience in organically building product franchises and executing business development and partnering activities. He also has substantial experience in the development of regulatory and clinical strategies that bring products to market. I personally have been very impressed with Scott's overall approach to leadership, his deep industry knowledge and forward-looking business mindset. With our foundation now firmly in place and as we enter into Phase II of our strategic plan, the Board truly believes that Scott is well-positioned for success as he leads the growth of Viatris in the years ahead. We are excited to welcome Scott and believe that he is absolutely the right choice to lead the company into the next phase of our journey. I'd now like to turn the call over to Scott to say a few words himself. Scott?
Scott Smith:
Thank you, Robert, and good morning to everybody on the call. It's an incredibly exciting time to become Viatris' CEO. I watch closely November as the company laid out the next important steps in its well-crafted strategic plan, including its commitment to its future capital allocation priorities, which I totally support. Since then and particularly after joining the Board and seeing their incredible level of engagement, I've been extremely impressed by everyone that I've met during this process and have also been inspired by all that has been accomplished in such a short period of time. I strongly identify with Viatris' culture, which, when combined with the company's strategic forward-looking mindset, makes it a natural fit for me. Just as importantly, I'm also motivated by the company's strong financial profile and financial flexibility, which has one of the strongest balance sheets in the sector. I can see many additional opportunities and options for Viatris to accelerate its growth in the coming years. I believe that my franchise building, business development and recent biotech experiences, coupled with the great platform we have to work from can accelerate Viatris' momentum and help deliver on its full value and potential. I would like to thank Robert and the Board for this amazing opportunity and look forward to collaborating with Michael during this transition. I am very excited about the prospect of working with the Board, Rajiv Malik, Sanjeev Narula, and the entire management team on the execution ahead. And lastly, to the company's 37,000 employees, I am honored to have the opportunity to serve each of you and look forward to working with all of you in the near future as we continue to deliver on Viatris' mission to empower people worldwide to live healthier at every stage of life.
Robert Coury:
Thank you, Scott. The Board and I very much look forward to supporting Scott during the execution of our Phase II strategy, while continuing to remain focused on identifying additional opportunities to further unlock value for our shareholders. Also, as Scott mentioned, Michael will be working closely with him to support a smooth transition and will then step down as CEO and as a member of the Board of Directors on April 1 of this year. I and the Board would like to personally thank Michael for his service and his dedication during this critical time of the creation of Viatris and the establishment of the ongoing execution of our Phase I strategy. We wish him nothing but the best as he moves forward. With that said, I do look forward to answering your questions in the Q&A session. But for now, I'd like to turn the call over to Michael, so he can add a few comments and then also lead the walk-through of our 2022 fourth quarter and full year earnings. Michael?
Michael Goettler:
Thank you, Robert. We began this journey three and a half years ago, when we first made plans to embark on an unprecedented endeavor to combine Mylan and Upjohn to create a company that would span the divide between generic and branded medicines to more fully address patients' expectations and needs around the world. That's been my sincere honor to serve as Viatris' first CEO for the past two years. The opportunity to create a new kind of global health care company has been experienced that I will never forget. And I want to thank Robert, the entire Viatris Board of Directors, Rajiv, Sanjeev, my leadership team, but most especially all of all Viatris' colleagues around the world whose tireless effort laid the foundation for what I believe to be a truly bright future. As Viatris now embarks on its Phase 2 of its strategic plan, this is now a natural time for a transition. And I'm pleased to welcome Scott into Viatris, I'm looking forward to supporting him during this transition as he is now well positioned to continue to build on the company's momentum. And now, as usual, here are some highlights for 2022. Quarter four was another strong quarter, in line with our expectations, take into account the Biocon transaction and IPR&D accounting. For Viatris, this is the eighth consecutive quarter of strong operational performance, closing out another strong year. In 2022, we delivered total revenue of approximately US$16.3 billion, adjusted EBITDA of approximately US$5.8 billion and free cash flow of approximately $2.5 billion on a reported basis, at approximately $2.8 billion after adjusting for the transaction costs and taxes associated with the Biocon transition. This strong performance has not only enabled us to continue to deliver on our Phase 1 commitments, but has also built a solid foundation, setting our company up for 2024 and beyond. Our integration plans have captured approximately $750 million in synergies to date, and we're well on track to capture at least $1 billion of cost synergies by the end of Phase 1 and we've exited substantially all the transitional services agreements with Pfizer. As of the end of 2022, we've paid down approximately $3.3 billion for the year-end debt and approximately $5.4 billion since the beginning of 2021. We continue to exercise financial discipline, maintaining our investment-grade rating, and continuing to reduce our gross leverage towards our long-term target of three times. We're returning capital to shareholders. Our Board of Directors just has approved a 2023 dividend policy of $0.48 per share and has declared a first quarter dividend of $0.12 per share. And cumulatively, since the formation of the address, we've already returned nearly $1 billion to shareholders through dividend payments alone. In January and February of this year, we've executed $250 million of our $1 billion share repurchase authorization. Now combined with the projected annual dividend, this represents an increase to date of more than 40% in return to shareholders over 2022 or put it another way, 33% of the midpoint of our free cash flow guidance for 2023. In addition to that, we're continuing to execute on our plans to reshape our company for the future. In November, we completed our transaction with Biocon Biologics to create what we expect to be a unique, fully integrated global biosimilars leader. And as we provide transitional services to Biocon, we're deeply committed to doing our power to help Biocon Biologics succeed. In January, we completed the acquisitions of Oyster Point Pharma and Famy Life Sciences to establish our new Viatris Eye Care division. And as we said, we anticipate the combined assets of these acquisitions to add to the top line immediately and growing strong double-digits from there, reaching at least $1 billion in sales by 2028. Coupled with the strength of our organic pipeline, especially our complex injectables and novel products franchises, both of which also have the potential to reach $1 billion in peak net sales each by 2028. This kind of business transaction is a very important component of our strategy. And finally, we remain on track to execute our planned and announced divestitures. Today, we'll also be sharing the 2023 full year guidance ranges for total revenue, EBITDA and free cash flow, which Sanjeev will give more details on in a moment. Let me summarize. By being laser-focused on our Phase 1 priorities, integrating the two organizations, generating $1 billion in cost synergies, deleveraging the balance sheet and strengthening the balance sheet, paying down at least $6.5 billion in debt, reducing our gross leverage towards our long-term target of three times, maintaining our investment-grade credit rating, returning capital to shareholders through quarterly dividends and the share repurchase programs and reshaping the company through key divestitures and acquisitions, we are successfully stabilizing the business. And as a result, although we're not giving guidance beyond 2023, we're confident in our expectation that 2024 will begin a period of renewed growth of Viatris and generate at least $2.3 billion in free cash flows per year, excluding transaction costs and taxes, of which we intend to earmark approximately 50% annually to be returned to shareholders in form of dividends or share repurchases. And now for one final time, let me turn it over to Rajiv and Sanjeev to share more details. Rajiv?
Rajiv Malik:
Thanks, Michael, and good morning, everyone. 2022 was another solid year of business execution and performance. We met our stated commitments, including delivering the pipeline, integrating and capturing synergies and most importantly, stabilizing the base business. We are really excited with how we see 2023 shaping up, and nothing has changed from what we shared with you on November 7 as we prepare for 2024. Our path to return to growth in Phase 2 is clear and now it’s about continued execution, which is what we do best. One of the key drivers behind the stability of our business is the understanding and effective management of our established brands. This was further evidenced by the better than expected performance of this category in 2022, driven by year-over-year growth from brands like Creon, Lipitor, Celebrex, Dymista and Yupelri while Norvasc and Amitiza and Effexor held JANZ ground. We expect this stabilization to continue into 2023 and beyond. Let me now turn to the commercial segments and our expectations for this year. I will be making certain comparisons to 2022 results on a constant currency basis, which excludes the negative impact of foreign exchange, as well as excluding the biosimilars business from 2022. Our 2023 business is on a growth path. We expect to deliver approximately $500 million in new launches, plus $56 million in revenue from Tyrvaya, which more than offsets 2.9% erosion of our base business. As Robert mentioned in his prepared remarks, while we are not giving guidance beyond 2023, we see the potential for accelerated top line growth as we go into 2024 and beyond. Developed Markets grew by 1% in 2022 on the strength of European growth, offsetting the decline in North America. For 2023, we expect this segment to remain flattish. Europe grew by 4%, primarily driven by the stability of our branded business, new launches and a strong performance from countries like France and Italy. In 2023, we believe we are well positioned to further grow this region by 3%, led by brands like Creon, Influvac, Lipitor and our thrombosis portfolio. In North America, despite the solid performance of Yupelri, the business declined by 4% as we navigated the competitive headwinds on key products like Wixela and loss of exclusivity on Miacalcin and Perforomist. We project Yupelri to continue to have strong double-digit growth in 2023, which will help offset the continued competitive pressures on certain key products. These market dynamics will be the primary reasons for our expectation of an approximate 3% decline in 2023. That said, we are excited and look forward to bringing several new products, including generic Symbicort to market this year. Greater China again performed strongly and grew by 3% year-over-year, despite COVID lockdowns in this region. Our hospital business performed relatively better than retail. We believe China has significantly improved the cost efficiency of the medical reimbursement funds, while achieving their goals of providing the broader coverage of health care to its population through the successful implementation of VBP and other policies. At the same time, market has evolved towards publicly reimbursed channel and private paid channels. We have made significant progress in adapting our business model to the evolving market dynamics, while focusing on value-added activities to help patients manage their chronic disease states more effectively. These investments are helping us expand the private pay market and also leverage our brand equity in this channel. Keeping in mind the evolving policy framework, we have modeled a small year-over-year decline for 2023. Emerging markets performed in line with expectations and benefited from a solid performance of the overall branded business, led by markets such as Middle East, Turkey and Korea. Going into 2023, we are projecting this segment to grow by 4% year-over-year, primarily driven by our branded business. Our Gen segment performed in line with our expectations, while continuing to be impacted by the comment driven price regulations in this region. While our brand Creon grew both in volume and value, our other two key brands, Amitiza and Effexor showed solid volume growth in 2022. We anticipate strong volume growth to continue for our key brands for 2023. This segment is expected to decline by 4% in 2023. Now let me turn to our newly formed Eye Care division. We are pleased with the tailwinds that we expect with Tyrvaya in 2023. Since the beginning of this year, Medicare Part D coverage has grown from 2% to 32.5% of covered lives. We also launched a 90-day script program, and we are already seeing an uptick in the total prescriptions midway through this high deductible period of the year. We are significantly investing in the business and intend to launch a direct-to-consumer campaign in the fourth quarter of this year that is anticipated to start delivering results in early 2024. Switching to our deep eye care pipeline. Our NDA review for reversal of mydriasis program was accepted and has been granted a PDUFA date of September 28 of this year. We have made the decision to terminate our Stage 1 Neurotrophic Keratopathy program because it failed to meet the primary endpoint in the Phase II OLYMPIA study. We have started enrollment in the first pivotal Phase III trial for presbyopia and are also on track to initiate the first Phase III study for the treatment of blepharitis in 2023. With the positive momentum of Tyrvaya and continued progress in our pipeline, we remain confident that our Eye care division will deliver $1 billion in net sales by 2028. 2022 was a very productive year from a science perspective. We are very pleased with the progress of our Complex injectable pipeline. Currently, we have 10 ANDAs under review with FDA and have secured several first-to-market generic product opportunities such as Sandostatin LAR, Ozempic, Wegovy and Abilify Maintena. We expect to file a number of complex injectables in 2023, including MR-117 for the treatment of breast cancer, MR-150 indicated for use in the iron deficient anemia and MR-151 for the use in the treatment of certain bleeding disorders. Our novel and complex product programs have also progressed well in 2022. As you are aware, our partner, Mapi, has successfully completed the Phase III trial for our Glatiramer Once Monthly, and we are on track to submit this NDA to FDA by this April. We have also initiated a Phase III trial for expanding the indication of Effexor ER in Japan and have also made good progress on the recruitment of subjects into our Xulane Low Dose clinical program. Looking ahead into 2023, we believe we are well positioned to initiate Phase III trial for our meloxicam rapid onset of action dosage form, which we believe has opioid sparing attributes. We also remain on track to initiate our clinical program for our biosimilar to Botox later this year. For our core and complex generics, we made over 100 additional submissions globally in 2022, and we expect to see this trend continue through 2023. Our program for complex generic MR-153 indicated for treatment of type 2 diabetes and MR-154 indicated for the treatment of SMA are well on track. For China, products were filed with FDA in 2022, including generic Symbicort. And we plan to submit additional 10 products this year in China. Our operations had yet another year of solid performance, delivering high customer service levels, and we see this strength continuing throughout 2023. From an integration point of view, we were able to exit substantially all the transition services with Pfizer in 2022 and are well on our path to achieve $1 billion in cost synergies by end of this year. Before I conclude, I would like to thank our colleagues for their hard work and commitment that delivered another year of strong performance. With that, I will now hand the call over to Sanjeev.
Sanjeev Narula:
Thank you, Rajiv and good morning, everyone. Let me start with what you heard from Robert, in particular as it relates to 2024. We continue to feel confident about the starting point for Phase II as communicated in November of last year, and nothing has changed from then to now. As mentioned, although we are not giving guidance beyond 2023, we expect to have at least $2.3 billion in free cash flow from the underlying business in 2024 before any divestment cost and taxes. This reflects the expected cash flow generation after removing the planned divestiture. 2022 was another strong year for the company, enabling us to deliver on our Phase I commitment, while further investing in our business. We're taking bold steps in reshaping the company and remain confident in our strategy to return to growth in Phase II. Moving to slide 26. We finished the year on a strong note across total revenue, adjusted EBITDA, and free cash flow and results were in line with our expectations. Recall that our previous guidance included full year contribution from biosimilar business. As a result, because of the Biocon transaction closing in late November, we're adjusting our guidance down by approximately $86 million in total revenue, $31 million in adjusted EBITDA, and $20 million in free cash flow relating to the exclusion of results since closing. Also impacting adjusted EBITDA and free cash flow was $36 million of acquired IPR&D, which was not included in the guidance. Free cash flow also impacted by $254 million of transaction cost and taxes related to the Biocon transaction. Excluding this impact, free cash flow would have been $2.8 billion on a full year basis. Now, turning to slide 27. Revenue was impacted by foreign exchange, given our significant international operation. Excluding this impact, we're encouraged by the operational stability and diversification of our global portfolio. As mentioned on the third quarter call, we anticipated adjusted gross margin to moderate in Q4 due to continued inflationary headwinds and product mix. On a full year basis, adjusted gross margin came in at the high end of our expectation at 58.9%, driven by strong brand performance. Adjusted SG&A and adjusted R&D came in line with our expectations and included certain investments we made in Q4 to support our 2023 plan. We had a very strong year of cash flow generation, reflecting our underlying operational performance and continued organizational priority on cash optimization initiatives. As mentioned before, free cash flow in fourth quarter was impacted by Biocon transaction. And excluding this would have been $243 million in Q4 2022. Slide 28 illustrates the uses of the upfront cash proceeds received upon the closing of Biocon transaction. It is important to note that the gross proceeds of approximately $2 billion are included in the cash flow from investing activities. While the related tax and transaction costs are included as negative cash flows, from the operating activities. The net proceeds, serve to accelerate debt pay down, fund the eye care acquisition and execute on share repurchase in Q1 2023. Slide 29 illustrates the continued prioritization of debt pay down, which has resulted in total paydown of approximately $5.4 billion over the last eight quarters. As a result, and irrespective of divestiture proceeds, we expect to meet our commitment of paying down at least $6.5 billion during Phase 1. We exited 2022 with a gross average of approximately 3.2 times. These deliberate actions taken by the company reinforce our commitment to the investment-grade rating. Another priority is returning capital to our shareholders, which included approximately $580 million in dividend in 2022 and more than $980 million, since the beginning of 2021. Slide 31 and 32 speak to the assumptions and guidance for 2023, which we expect to be a bridge year to get to our starting point in 2024. In 2023, we expect continued strengthening of our financial profile, which includes, our expectation that total revenue will grow versus 2022, excluding the contribution of biosimilar. Investment into Eye Care Division and our strong pipeline for future growth, another strong year of expected free cash flow generation and our capital allocation framework, which includes debt paydown and significantly enhanced, capital return to our shareholders. As previously mentioned, the timing of planned divestiture may create fluctuation in our future reported results. The guidance we presented today includes the anticipated full year performance of businesses that we expect to divest. Similar to Biocon transaction, we will provide as much transparency as possible on the expected impact to our guidance and results as and when these transactions are announced. As it relates to key metrics, we expect slight moderation in our gross margin relative to 2022 levels this includes the expected pricing impact on key products, base business erosion and the continued inflation impact. With respect to acquired IPR&D, we do not include any amount in our guidance related to unsigned deal. Now let me explain the anticipated phasing for this year. We expect total revenue and adjusted EBITDA to be higher in the second half, due to ramp up new products and normal product seasonality. Specifically, we expect Q1 to be the lowest quarter for the total revenue and adjusted EBITDA. We estimated free cash flow will be evenly weighted between first half and second half. In general, Q2 and Q4 tend to be lower due to timing of semiannual interest payments. It is important to note, in the revenue guidance walk on slide 33, the 2022 adjusted number of $15.65 billion excludes the 11-month biosimilar revenue included in our reported results. On a comparable basis, at the midpoint of revenue guidance, we expect total revenue of the underlying business will grow in 2023. Based on January FX rate, full year guidance assumes minimum foreign exchange impact on total revenue, adjusted EBITDA and free cash flow. We remain encouraged by the operational performance of our segment, stability in global brands and expectation of approximately $500 million in new launches. In addition, we expect $56 million in revenue from Tyrvaya of our new eye care product. On Slide 34 are few items that will impact adjusted EBITDA. First, we expect adjusted gross margin to be impacted from continued competition on key products. Next, adjusted gross margin of new products is expected to be above the company average. Third, we're investing in Eye Care division, which includes commercial infrastructure and DTC investment in the second half of the year. We're making further investment to advance the deep Phase 3 ready eye care pipeline. And lastly, other bucket includes the impact of continued inflation and investment with some offsetting benefit, including synergies. Turning to Slide 35. We expect another strong year of free cash flow generation as a result of expected lower onetime cash cost and continued focus on cash optimization initiatives. On Slide 36, I will now turn to our financial commitment, including return of capital to shareholders. To start, we have completed $250 million of share buyback or the previously announced $1 billion repurchase authorization. In addition, we anticipate an annual dividend of $0.48 per share. Taken together, this will increase our capital return by over 40% versus 2022. This represents a minimum payout of approximately 33% of the midpoint of free cash flow guidance. In addition to capital return, we will continue to prioritize debt reduction and expect to pay down our scheduled maturity of $1.3 billion in 2023, and thereby, we expect to deliver on our commitment of $6.5 billion of debt paydown in Phase 1. This is irrespective of proceeds from the divestiture. This is continued evidence of progress towards our stated gross leverage target of three times. Within an extraordinarily strong financial position and are benefiting from our investment-grade rating in this rising interest rate environment, with nearly all of our capital structure being fixed rate, we expect interest expense for 2023 to be flat versus 2022. In closing, we are well positioned for a strong start in 2023, which we considered our bridge year. The reshaping initiative will serve to strengthen the company and set us up well heading into 2024 and beyond. With that, I will hand it back to the operator to begin Q&As.
Operator:
Thank you. At this time, we will open the floor for questions. [Operator Instructions] We'll take our first question from Chris Schott with JPMorgan.
Chris Schott :
Great. Thanks so much for the question. Maybe just a bigger picture one to start out. I'm just trying to get my hands maybe a question for Robert and Scott. Just trying to understand the timing of the CEO transition here a bit more, I guess, it seems like you laid out a strategy kind of last fall. It seems like we're in the midst of kind of a divestiture repositioning of the company right now. So can you just talk a little bit about kind of why now on the transition versus either before we went down this process or a little bit later in the process? And if I just got a second clarification one on the 2024 free cash flow number, I know you're not giving formal guidance, but that $2.3 billion of free cash flow, just so we are all on the same page, can you just elaborate what's included in that number as we think about whatever you can say on EBITDA versus one-time costs, what you have for divestitures, et cetera? I think just trying to make sure we're in the right adjustments to the $2.3 billion. Thanks so much.
Robert Coury:
First, I would not say that we're repositioning the company at all. I would say the news today is all about preparation, not change. I think -- as you look from day one, we laid out a two-phase process. Phase 1, which had to do all about integration, synergizing and really execution in bringing the two organizations together. We believe that Michael leading the Upjohn division at that time, Sanjeev's role at that time, we felt that those two leaders coming together with our leadership was the absolute right leadership for Phase 1. And it's really demonstrated and proved out to be actually the perfect right decision because the company has been stabilized, the organization has been integrated, our synergies are well on target, so this is -- and then, of course, in November 7, we -- the Board of Directors and management, we laid out a very clear strategy for Phase 2. So once you lay out that vision, once you understand what the strategy is, and then you put together an execution plan, the simple last step is who is the right leader with the right background to support that strategy going forward. So really, this is a very natural, authentic handoff from Michael to Scott, when you look at the both backgrounds but you should expect that this is not a repositioning or a change or a change in strategy. In fact, I think, Scott in his prepared remarks has said so. But Scott, let you say a few words about your view of this.
Scott Smith:
Yes, I want to thank you for the question, Chris, and I want to be very, very clear, I fully support the strategy that's been laid out, including the capital allocation strategy. On the November 7 strategic reset, certainly caught my attention. And then being on the Board since late 2022, I've had a chance to really deeply understand the strategy and where it's going, and I fully support it. The strategy and the way it's laid out is part of what made this opportunity very attractive to me. And I'm here to work with the team to execute it, not to deviate from it.
Robert Coury:
Sanjeev, do you want to hit this?
Sanjeev Narula:
Yes, yes. So sure. Chris, so nothing has changed from November 7. Chris, when we talked about that, including the fact that we provided an outlook of $2.3 billion on free cash flow for 2024. Chris, you've seen, we've demonstrated last two years a very strong cash flow generation in the company. The entire focus on that, and that's allowed us to meet our Phase 1 commitment thus far. And that momentum will continue from that. So what's included in $2.3 billion are essentially a couple of things. First is, we've considered all the divested business out of that number from $2.3 billion. What it does not include any divestment, cost and any taxes on the divestment proceeds, which will actually be funded out of for the proceeds. So that's the number. That takes into account all the divestment, and we feel very confident about where we are. The guidance that we've given today, Chris, has a line of sight to all the moving pieces, and we remain very confident about $2.3 billion outlook in 2024.
Robert Coury:
Yes. And I guess the only thing I would add, Chris, we said the word at least $2.3 billion for 2024, taken into consideration everything that Sanjeev said. And so I believe even the onetime cost, I think we are extremely confident that we're going to be able to, hopefully -- again, we're not giving guidance. I don't want people to think we're giving guidance, but we thought that, that metric was very critical. So look, hopefully, we'll even be able to absorb even the one-time costs. I think the new piece of information that we telegraph today, even though we're not giving guidance for 2024 and the fact that we're showing growth now in 2023 top line over 2022, when you take out the biosimilars business, is the accelerated growth we see in top line from 2023 to 2024 now. And I do think in the last call, we were asked in terms of, again, I think maybe with Umer’s question, is it fair to say if we look at the EBITDA conversion for cash flow how you back into EBITDA, I think the range of the 4.6 to 5 was what my answer was on November 7, and that hasn't changed at all.
Operator:
Thank you. Our next question will come from Glenn Santangelo with Jefferies.
Glenn Santangelo:
Hi, guys. Good morning. Thanks for taking my question. Hey, Robert, I just wanted to follow up on these non-core divestitures. I mean you all said a number of times that everything sort of remains on track. I was just wondering if you could sort of comment on the tone of those negotiations? And are you still comfortable with the level of proceeds from these transactions that you discussed historically, because you threw out some pretty high valuation multiples on those sales? And then, I guess, just a follow-up to that would be assuming you are, I mean, that's a lot of cash coming in the door. I was wondering if you could just sort of revisit some of your capital allocation priorities. I mean you gave in the slide deck, your capital allocation framework for the free cash flow, but that's a lot more money, and I'm trying to think about how you may want to deploy that vis-à-vis business development versus pay down versus repo?
Robert Coury:
No, no, thank you, Glenn, that was pretty powerful. First, let me try to go from the beginning. Let's say that if you could read my body language, but you can't listen to my voice. We don't need these divestitures to hit all of our Phase 1 targets. You heard from Sanjeev, we will be using operating cash flows, especially to meet our pay down of debt of at least $6.5 billion. So we don't -- as a starting point, when you don't need to do the divestitures, but you want to do them because of the longer-term strategy and how we thought about where we want to take the company going forward. That's probably your best starting position when it comes to divesting or [Indiscernible] like where you want to get a telegraph from a negotiation perspective, I think all the prospective the people that we saw on the other side of the table, the potential acquirers, I think that they know that, I think that they see that and I think at the end I'm very happy with where things are, especially in the OTC business, which I think is the more material one. And I do think that we have a very strong process. The process will happen naturally. We still feel very strong that we're going to announce at the very minimum, all three of these things within this calendar year. And once you lock down the announcements, it really doesn't matter when the proceeds come in. But to your last point, we do expect in terms of capital allocation to meet once again our priorities, as we stated over and over again. We will use all proceeds first to pay down debt to hit our target of 3.0 leverage ratio. That's what we promised at the rating agencies. That's what we intend on doing. And all excess cash will be used for other type of investments. We fully intend on meeting the 50% return of capital to shareholders, both in dividends and stock repurchases. And look, with our stock price where it's at and us not being fully recognized for the value we believe that we created, we look at stock buybacks as one of the best investments that the company can deploy today. So I would think more like that. And in terms of inorganic activity, I really believe that the Oyster Point framework is a framework that you guys ought to consider as we go forward with the other excess cash after the return of capital we intend on deploying into the business.
Operator:
Thank you. Our next question will come from Balaji Prasad with Barclays.
Balaji Prasad:
Hi. Good morning, and thanks for the question. A couple of ones – a couple of questions from me. Firstly, there's a fair bit of detail in the pipeline, excited to see that amongst the most proximate opportunities, I want to focus on to Glatiramer Depot and also Tyrvaya launch, but still. So with Glatiramer, we met with a partner recently, they expect of around 5,000 patients to be prescribed in the first day of launch, and then expect to reach around 20,000 to 40,000 patients per year. I would like to get your confidence level on these expectations and what would revenue trajectory look like? Secondly, on Tyrvaya, could you also please help us understand your peak expectations? And the EBITDA spend that you expect this year, a bigger part in the spend, what percent of this is recurring and what is one-off spend in 2023? Thank you.
Robert Coury:
So I think Balaji on due time, you will get confirmation from us about the trajectory and the patients and all that. But I think, it's going to be a very meaningful product from 2024, 2025 onwards for us. But I'll tell you more excited, I am is about the science behind it, the data we have seen, analyzed because perception is maybe it's a just a convenient place, not even if a conveniently – it's one injection against 12 injections, which is the current therapy, 40-milligram against 480. But more importantly, I think we have seen the insights – insights and the data that the statistical significance we are seeing in the standard disability score, the EDSS, which basically connects directly to the quality of life – that's where I think we're excitement is that we'll be able to build it in the label and that will drive that. So more – and more over that this platform, you should be tuning to see that this platform can be the platform which we may potentially use for many extendedly steeper form for 505(b) (2) opportunities like the Glatiramer Acetate. So, [indiscernible] provide.
Jeff Nau:
Yes. Good morning. This is Jeff Nau. And I want to give you an update on the question about Tyrvaya. Thanks for asking that question. In 2023, we expect that we will more than double revenue for Tyrvaya. There are a number of key fundamental drivers behind that number. The first being Medicare Part D coverage, which we did have – very minimal last year, we've grown that to almost 32.5% already. We expect that to continue to grow this year. We've also launched a 90-day script program, and we're investing in the business. And so we're really excited about investing in that from a marketing perspective. And so we expect to have a great year this year.
Sanjeev Narula:
And Balaji, regarding the point about the investment, we saw that in the bridge that we provided on the IT division, SG&A investment, that's a function of investment in our field force, investment in the marketing program and the investment in direct to consumer that we'll be implementing later in this year.
Robert Coury:
And investment in science.
Sanjeev Narula:
And investment in science, in the R&D, yeah absolutely.
Operator:
Thank you. Our next question will come from Jason Gerberry with Bank of America.
Jason Gerberry:
Hey, guys. Thanks for taking my questions. Just looking at the product level disclosure. So LIPITOR and NORVASC has held up pretty nicely. I think it was about $2.4 billion in revenue. So looks like those products have weathered the VBP process. And I'm just trying to get a sense, if you can speak to the extent to which sales of these products are still concentrated in China. And really trying to just frame product concentration risk, it would seem like these two products probably contribute a pretty substantial amount of EBITDA by our estimate, maybe even close to $2 billion. So just wanted to get any framing that you can offer there? And then just on sort of the 2028 outlook for the $1 billion in additional revenue, is there any specific Famy product that you'd say is the biggest contributor to that? Thanks.
Rajiv Malik:
Let me talk about China and the Lipitor and Norvasc. So even if we analyze these products and many other brands is that one of the reasons behind the stability is the effective management of these established brands. So we've seen the Lipitor, Norvasc and Xanax, whether it's in emerging markets or in Europe, steadying up and having even 1%, 2% growth over there. But China is, I would say, our business continues to perform solid. Despite COVID lockdowns, you see the strength in the business. And we have a great team and commercial infrastructure in China, which has very well understood the nuances as well as the rationale behind this policy framework where we are completely, as I said, agree with the China government's initiative to expand the sales. But I think the business has evolved into two segments, public reimbursement channel and private pay channels. And we have adopted our business so that we can capture the patient from the -- when it moves from the public reimbursement channel to the private pay channel. And just from the modeling perspective, yes, we have modeled a flattish small decline, but the business is hitting on all cylinders.
Michael Goettler:
And then I'll touch base on the eye care portfolio and pipeline. I think what's important here is these numbers that we've shared are really risk adjusted. And when you look at the entire portfolio, we see that of that $1 billion target, about 60% will come globally from dry eye disease assets, about two-thirds of those from the US and about one-third of those from the rest of the world. Approximately 20% will come from Blepharitis globally and approximately 20% will come from all other assets in the pipeline. But as you can see, we have a robust pipeline with a number of different indications with significant unmet need.
Rajiv Malik:
And if I can just add, just to highlight, Blepharitis, Presbyopia and Reversal of Mydriasis, these are some unmet need or there is no prescribed established therapy. So that's why these products fit in very nicely over there.
Operator:
Thank you. Our next question comes from Elliot Wilbur with Raymond James.
Elliot Wilbur:
Thanks. Good morning. A question for Rajiv. Just to respect -- with respect to new product launch expectations in 2023, actual performance in 2022, those numbers never seem to overperform expectations. I'm wondering if you could just maybe provide a little bit of color in terms of performance in 2022, whether revenue from new products was lighter than expected due to performance of the assets, or was it more about the timing of approvals? And then thinking about some of the factors that sort of should give us more confidence in your expectations for 2023, looking at some of the expected approvals, I mean products like Iron Sucrose, I mean those been through multiple iterations at FDA, not sure how important that is in terms of its contribution to the total. But just if you could highlight one or two factors that we should be thinking about that sort of bolster your confidence in the new product outlook for 2023? Thanks.
Rajiv Malik:
Yeah, let me first answer your 2022 question. And it was not underperforming of the approved asset. It was more from some delay. And if you recall, Elliot, 2022 included a couple of biosimilars where we were getting -- waiting for the first approval of Aspart, biosimilar to Aspart and biosimilar to Avastin. And that didn't happen because of the issues with the Biocon facility. So that was primary reason behind that miss. But going into 2023, as we have always said to you, we're not dependent upon one product over here. Every product is risk-adjusted, products like Symbicort and we still have the tailing effect of the products like lenalidomide this year. But yes, iron sucrose, it is a complex product you will appreciate. And when you are trying to bring a first to the market, there can be sometimes more iterations. But we are at a point with a science where we see it happening. And all those factors have been considered to build this 2023 number. And I feel very confident at the beginning of the year that this number, as I said, put out 98% of these products are either approved or already launched or a couple of products are pending approval, that's where the iron sucrose comes in.
Operator:
Thank you. Our next question will come from Ash Verma with UBS.
Ash Verma:
Hi. Thanks for taking my question. So I have two on capital allocation real quick. So what drove the decision to keep the dividend per share flat this year? I know, last year, we saw a 9% growth. And then on share repurchases, any change in thinking on the timing here in the light of President Biden calling for a quadrupling of tax and buybacks? Thanks.
Robert Coury :
Hi, Ash. I think, look, Ash, I think we're -- the promises made and the promises kept is total shareholder return, okay? That was always predicated upon both the dividend and a share buyback. We said we were going to have a dividend when we first started out. We thought that was important that we follow through and execute and establish a baseline for the dividend. But when your security is trading at the levels of where our security is trading, I mean, it doesn't take a rocket scientist to know that the best investment that we have for any excess capital is to buy our own company back. And that's what you should be expecting from us. And until we see levels within the security that better represent what the valuation in terms of what we believe that we created, we're going to continue to buy our shares back. So I would strongly ask the investment community to stick with what we said from day one, total shareholder return is a combination of both dividend and share buyback. And as Sanjeev pointed out, I believe, just at this point alone, we've already returned a 33% of the free cash flow and an increase of how much percentage?
Sanjeev Narula :
40% -- at minimum 40%.
Robert Coury :
And a return of 40% greater than we did all of 2022. And you guys should expect that going forward. And remember, as we go into 2024, I believe the company will be well positioned to convert from a valuation from this EBITDA, especially as we pay down our debt and get it to the three times to really convert it over to an adjusted earnings per share strategy. I see tremendous growth as an adjusted earnings per share, because of our capital allocation commitment to the investment community of return at least 50% through the dividend and more importantly, the share buyback.
Operator:
Thank you. Our next question will come from Gary Nachman with BMO.
Gary Nachman :
Thanks. Good morning. First one for Scott. Do you think you might want to do anything differently in terms of positioning the company to be more successful on the branded side of the house, given your experience there? And I'm curious how you think about some of the planned initiatives to expand into areas like ophthalmology, GI and derm, that's been talked about in the past? So what do you hope to leverage on the branded side in terms of your experience? And then for the team, just in North America, with the guidance down 3% this year, just at what point do you think the new product revenue will be able to offset that base erosion and return to growth in North America? Is that something that can happen next year based on the trajectory that you're seeing? And maybe talk about if you're still comfortable maintaining that same level of base erosion now going forward? Thank you.
Robert Coury:
Why don't you take this backwards? Why don't you go first and then let's Scott close.
Rajiv Malik:
Yeah. First of all, overall, from a stability point of view, I very clear when speaking, this is sustainable stability, and we see, in fact, accelerating the top line growth. We are not giving guidance, but we are projecting that this stability enhanced ability will lead to that. Coming directly to North America, there are no major -- no LOEs for North America. And why I say, for us, the market and performance were the LOEs for the North American business. We don't see any major alloys. And from 2024 onwards, your expectation is right. You should be seeing North America coming back to the growth and all the basic erosion being offset by the new launches of North America.
Scott Smith:
So Gary, thank you very much for the question. I think a very important part of the strategy is moving up the value chain as we move into part two and beyond. I think the eye care transactions that happened recently are a very good model for the way that we're going to want to do BD going forward. You mentioned the therapeutic areas of interest, obviously, through my branded experience with Otezla and others, I'm very familiar with the GI space and with, of course, the derm space. These are two areas that I think fit our strategy very, very well. But I will say, I think I want to a little bit opportunistic as well. If there are opportunities outside of these tidy eyes that fit our model going forward, we should be very open-minded to engage in those as well. So this, to me, is a very, very important and exciting part of the strategy, moving up the value chain, and I'm really excited to be leading that effort.
Operator:
Thank you. Our next question will come from David Amsellem with Piper Sandler.
David Amsellem:
Hey, thanks. So I wanted to drill down more on your longer term expectations on complex products and also brands. You talked about novel and complex products about $1 billion of peak sales by 2028. I know you addressed glatiramer once monthly. But just wondering what are the other products that you think stand out here, like, for instance, the meloxicam product post-surgery, there was one that was recently discontinued. So I'm just wondering what makes you think that's a great opportunity for instance. And then regarding the brand side on eye care, you said it's mostly dry eye. Just to be clear, is that Tyrvaya? Is that -- are there other products? I mean, can you just help me better understand the mix there? Thank you.
Robert Coury:
Okay. Let me just start. And I think I'd rather you not speak about any one particular product, but the franchises that we outlined on November 7th. So the ophthalmics being one, the complex generics being another, Rajiv, why don't you outline each of the franchises, and then let's articulate a little bit about what's inside those franchises?
Rajiv Malik:
Yeah. We talked about extensively about three buckets of billion-dollar franchises. One was the eye care -- sorry, one was eye care, of course, which is the latest one. But then complex injectables, and the third was the complex products. And given complex injectables, almost already 10 products are already under review with FDA with seven first market position secured over there and many more, like I said, three to four products are category into the filing in 2023. And we have about 33 products in the pipeline. Now they're all -- you can follow Effexor like model, but then we go to the complex 505(b)(2) whether it's Botox, whether it's Xulane Low Dose, GA and we didn't discontinue meloxicam. Meloxicam, in fact, is advancing very nicely. We just concluded Phase IIb. We have end of the Phase II study with the meeting with FDA scheduled in the next few weeks, in fact, a couple of months. And that product will be heading into the clinical phase -- Phase III clinical studies later this year. So there's a lot going on in that bucket because both Botox, Xulane Low Dose, Effexor, meloxicam enter Phase III later this year.
Michael Goettler:
Yes. And David, I would just say when you look at the franchises and you look at their makeup and the word complexity should also telegraph how much competition we anticipate at market formation and also the type of pricing that we anticipate as well.
Rajiv Malik:
And also, let's not underestimate the pipeline, which is markets like China, Japan and Europe separately because to offset their basic erosion. That pipeline never existed. That pipeline has been created. So that pipeline will be also coming into the play.
Robert Coury:
Tyrvaya for…
Michael Goettler:
And so when we talk about the eye care franchise and dry eye, in particular, I think one of the things that's really important to appreciate what the pipeline is Tyrvaya really has a very unique mechanism of action. It's the only product out there that stimulates the production of natural tear film. When you think about dry eye disease, it's a multifactorial disease. So we won't stop understanding how to treat this disease just because we're launched Tyrvaya and we're selling Tyrvaya. There may be other mechanisms that can be added in there. And that's the nice part about Tyrvaya’s. It really is a product that stands by itself and is able to be used with any other dry eye product that's out there in the market. The other thing that I think is really important is we haven't really scratched the surface outside of the US, and that's really important market to go into and with the power of Viatris and all the supply chain and the ability to grow outside the US, I think that's something that we look forward to as well. Operator
Umer Raffat:
Hi, guys. Thanks for taking my question. I have two, if I may, and both for Robert today actually. Robert, I feel like I don't have a good explanation for why Michael is leaving. And I'd be curious how you lay that out, especially also in the context of with all the divestitures that Viatris is doing, the Upjohn component of the business only got bigger, but also just the timing of the departure -- like I don't think this was telegraphed and everyone is quite confused candidly. And the second one is, I know Ian Read left in December as well. Are these two things related or not? And it's hard not to think about these two things together?
Robert Coury:
Well, Umer, you can look at the glass half empty or you can look at the glass half full. So you're looking at it from that perspective, thank you for the question and the opportunity. Quite frankly, the glass is only half full and just half full and still filling. This is a very natural -- let's start with Ian Read, okay? You should probably know that Ian was on the Board and could not have gotten more support from Ian when it came to Scott Smith, okay? Ian was absolutely a part of the vote to bring them on. Ian actually, quite frankly, given his deep industry knowledge. Ian actually gave us quite a bit of strong advice and support for Scott. And I can tell you that he's fully supportive of Scott, understands the strategy. Ian brought a lot of value to us on that Board. And quite frankly, I'm sorry, he wanted to move on. He's got a lot of other things going on. But I think Ian hit departure was all again for all the right reasons. So, I'm very thankful for Ian, and I'm very thankful he was here to give the advice to us about Scott. Ian's obviously had a long history with Scott's former boss and having that insight was really invaluable to us from the Board. Let me just say this when you say about where we are in our business life cycle? Look, most companies make transitions when there's a problem. Most companies make transitions when something is going on in the company or there's an event. Why is it -- why should it be viewed any -- why should be viewed as the glass half empty versus half full when we were highly articulated about what we wanted to get done in Phase I, I articulated why Michael was absolutely the right one to bring the organizations together, given him and Sanjeev actually ran the Upjohn division, we're integration, managing that product portfolio. And now that we're here and looking forward, we laid out Phase II. And I think I've been crystal clear. And the vision that we laid out on November 7, I think the strategy behind the vision, the execution plan that we put in place, and now to try to find the best right leader. And if you look at Scott's background, his background, this is right in his sweet spot. The level of experience he brings, the builder that is, all the things that you've heard me say, I think that this is much more of a natural transgression and companies should not be viewed as making changes for -- because anything is negative. I think you can hear it in Michael's voice, I think, yes, I think that there should be nothing looked upon other than preparation. We are only months away from entering Phase II. I think Michael's transition with Scott and Scott's ability to get his feet on the ground as we get ready, these next few months before we enter our Phase II in 2024 and beyond is, honestly, it's a real advantage for any new leader coming in to have that runway before we hit 2024 in Phase II and beyond. There's really nothing more than that, Umer. And I'll be glad to answer any follow-up that you have on that as well.
Operator:
Thank you. Your next question will come from Greg Fraser with Truist.
Greg Fraser:
Good morning, folks. Thanks for taking the questions. For the $500 million of new product revenue that you expect this year, what are the most important two to three contributors to that number? And just a quick follow-up on Glatiramer, the once monthly program, how much sales do you generate with your generic Copaxone? And how are you thinking about the potential impact of the once monthly product on your generic sales? Thanks so much.
Sanjeev Narula:
On the Copaxone, you can pick up the IMS data where we have about 51% market share. We have slowly built it over the last three to four years. Today, we have about more than what Tyrvaya had in that market, and it's been a meaningful product for several years. And Copaxone once a month will be a very meaningful product as we launch this product later second half of 2024 and beyond that. And $500 million, as I always said, we never built it on sort of this pipeline of $500 million. It's not on one product. So there's a tailing effect of lenalidomide in this, of course, but then there is a product like Symbicort, which we have been very publicly telling you where we are and that's a risk-adjusted basis. We are looking forward to launch these products in 2023. So there are many more products like that. But yes, if you ask me to call out, those are two examples.
Operator:
Thank you. At this time, I have no further questions in queue. I will turn the call back over to Michael Goettler, CEO, to make a few closing remarks.
Michael Goettler:
Okay. Thank you, operator, and I guess last time I get to get the closing remarks in this forum. But I want to thank everybody for the good questions and the interest in the company. We obviously, I think as you heard from the tone of our voice and from what we presented, as a company, are in a position of strength. We're looking back at eight quarters of consecutive strong execution. We're looking forward, and we're confident in Phase 2. And I think you can see that already in the guidance that we gave for 2023, starting with revenue growth and the confidence that we have. And finally, you also heard from Scott, the continued commitment to the capital allocation commitments that we made. So with that, I think we're closing the call. Thank you very much.
Operator:
Thank you. This does conclude today's Viatris 2022 fourth quarter and 2023 guidance call and webcast. Please disconnect your line at this time, and have a wonderful day.
Operator:
Good morning. My name is Gretchen, and I will be your conference operator today. At this time, I would like to welcome everyone to the Viatris 2022 Third Quarter Earnings Call and Webcast. All participant lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. [Operator Instructions] Thank you. I will now turn the call over to Bill Szablewski, Head of Global Capital Markets. Please go ahead.
Bill Szablewski:
Good morning, everyone. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2022, various strategic initiatives in our Phase I and Phase II outlooks. These forward-looking statements are subject to risks and uncertainties and that could cause future results or events to differ materially from today's projections. Please refer to today's presentation and our SEC filings for a full explanation of these risks and uncertainties and the limits applicable to forward-looking statements, including certain assumptions and risks related to the Phase I and Phase II outlooks. We will be referring to certain actual and projected non-GAAP financial metrics to supplement investors' understanding and assessment of our financial performance. Reconciliations of those non-GAAP measures to the most directly comparable GAAP measures can be found on our website and in the appendix of today's slide presentation. A copy of today's presentation and other earnings materials will be available on our website at investor.viatris.com following this call. Now I'd like to turn it over to our Executive Chairman, Robert Coury.
Robert Coury:
Almost two years ago today, we brought together two great complementary organizations to form a new company, Viatris, with the purpose of creating a sustainable global health care leader. Under the leadership of our Board of Directors, along with management, we laid out a very clear and deliberate strategy to build a highly diversified company with multiple capabilities spanning numerous geographies and therapeutic areas. At that time, we established a two-phase road map that detailed and emphasized our strategic priorities to deliver value to our shareholders. Phase 1 has always been designed as our setup Phase for Viatris. It is about building a rock solid foundation setting us up for Phase 2, which is expected to be a period of renewed growth and leadership in our sector. Up until now, we have been laser-focused on executing on Phase 1, consisting of the years 2021 through 2023. In doing so, our priorities have been clear
Michael Goettler:
Thank you, Robert. Now following your detailed outline, let me go directly to today's acquisition announcement and a high-level overview of our Q3 results. In February, we announced three therapeutic areas of focus for moving up the value chain with NCEs and 505(b)(2)s and that included ophthalmology. We believe that the two ophthalmology acquisitions which we're announcing today, Oyster Point Pharma and Famy Life Sciences, give us a significant head start in creating an ophthalmology franchise within the Company that will set a strong foundation for what we expect to be a future ophthalmology leader and in accelerating our strategy to move up the value chain. The total cash consideration for both acquisitions, including equity and debt, will be between $700 million and $750 million. I'm excited about the assets, the talent the expertise and the capabilities which we're bringing into the Company with these acquisitions. Oyster Point will provide us with an exciting commercial stage growth asset, Tyrvaya, the first and only FDA-approved nasal spray for sinus symptoms of dry eye disease with a unique and novel mechanism of action, activating the trigeminal parasympathetic pathway to increase the production of the patient's own natural tear film. Tyrvaya was launched in November 2021 and patients and physician feedback is very encouraging. Dry eye disease is an area of major unmet medical needs affecting approximately 17 million patients in the U.S. alone, and we're excited to bring an important innovation like Tyrvaya to more patients and more countries consistent with our mission to empower patients worldwide to live healthy at every stage of life regardless of geography or circumstances. Clinical development is also ongoing to expand Tyrvaya into further indications, such as neurotrophic caratopathy. In addition to that, the Famy Life Science's acquisition will add five additional Phase III or Phase III-ready front-of-the-eye programs in various indications. We believe Tyrvaya and these front of the eye ophthalmology assets could potentially have combined annual revenue of at least $1 billion by 2028. Together with our own capabilities, we believe we'll have everything we need to set the foundation to become the next global ophthalmology leader. The entire management team and I look forward to working with Dr. Jeffrey Nau, who will be leading this effort, and his talented team as we build a leadership position in ophthalmology and as we execute to make this area one of several billion-dollar growth drivers for Viatris. As you can see, and consistent with our strategy which we announced in February, we continue to make important strides to reshape Viatris, and we believe we have a clear, defined path to return our company to top and bottom line growth from 2024 and beyond and to have the necessary financial flexibility to return significant capital to our shareholders as well as to continued business development. And this all would not be possible without the solid performance in our current business and focused execution of our integration and reshaping plans. We now have a track record of seven quarters of consistent and strong business performance. And for the third quarter of 2022, we delivered total revenue of $4.08 billion, adjusted EBITDA of $1.5 billion and free cash flow of $765 million. Our teams across the world are highly engaged and are performing at peak levels. Our pipeline continues to deliver, especially in the area of complex generics and injectables. We added $144 million in new product revenue in the quarter three. The year-to-date performance is operationally in line or better than our own expectations and we believe enables us to continue to deliver on our Phase 1 financial commitments. Notably, we have paid down approximately $2.1 billion in debt year-to-date in 2022 and approximately $4.2 billion since the beginning of 2021, putting us squarely on track for our target to pay down $6.5 billion by the end of 2023. Our Board of Directors has declared another quarterly dividend of $0.12 per share. Cumulatively, since the formation of Viatris, we've already returned to more than $800 million to shareholders through dividend payments. We are reaffirming, again, our most recent 2022 full year guidance ranges for total revenue, adjusted EBITDA and free cash flow, driven by solid operating momentum and in spite of further increased foreign exchange headwinds. As Robert has already clearly indicated, we are confident in the outlook and future growth potential of Viatris. The key tenets for the confidence are
Rajiv Malik:
Thanks, Michael, and good morning, everyone. I'm very proud of what we have accomplished in our last two years as Viatris. We have executed seven consecutive quarters of strong performance, underscoring the underlying strength of our diversified base business. Let me begin with brief commentary about our strong third quarter operational results. On an operational basis, we were down 1% year-over-year for the quarter. Every segment performed solidly versus our expectations, including China, despite COVID headwinds. Our Generics segment in developed markets benefited from the launch of lenalidomide in North America. Overall, our Brands grew 1% year-over-year on a rational basis in the quarter and performed better than expected, led by Lipitor, Brufen and Creon. Our resilient global operations once again delivered excellent customer service levels while we weather increasing headwinds from inflation. Moving to integration. We successfully completed our remaining SAP cutovers from Pfizer, and we have now substantially exited all of the remaining transition services. For the full year '22, we now expect to deliver approximately $525 million in new product launch revenue with better-than-expected margins, but below our expectations due to the timing of certain launches. And on the R&D front, we crossed a major milestone with the announcement of positive top line results from our GA Depot Phase III clinical trial along with our partner Mapi. We remain on track for our submission to FDA in quarter one, two and three. Now turning to the next slide. I want to remind you of our operational priorities for Phase 1. We are well on our way to integrate and synergize, stabilize the base business and deliver the pipeline. In addition, we are on track to complete the planned divestitures by the end of '23. We believe these achievements position Viatris well for the future growth. Flipping to the next slide. As we look ahead to Phase 2, our priorities are to continue to optimize and minimize total base business erosion, further enhance our existing durable high-margin organic pipeline to offset base erosion, maximize the execution of our ophthalmics franchise and identify and add inorganic opportunities to further accelerate the growth. Now on the next slide, I'll walk you through some details behind what is driving our total base erosion improvements. Recall, we originally modeled our total base erosion in Phase 1 to be about 4% to 5%. Based on our better-than-expected Brands performance and combined with other key catalysts, we believe the total erosion for Phase 2 is expected to improve by 200 basis points, getting us to the 2% to 3% of total erosion range. Turning to the next slide. Our Brands business, excluding China, will make up slightly more than 50% of the portfolio. Prior to formation of Viatris, our combined Brands were trending at approximately 6% erosion. At the launch of Viatris, we modeled approximately 4.5 to 5.5 brand erosion based on that trend. But as a result of our ability to effectively manage the Brands business, we have been able to contain this erosion to 1.5% to 2.5% over the last seven quarters. The line graph on the right, depicting our total Brands sales, excluding China, from 2017 to this quarter is an insightful visual. Our business operating model completely changed and stabilized the trajectory of our expected erosion, and we expect this improvement to continue in Phase 2 which will potentially contribute an uplift of 150 basis points to our total base erosion. The next slide is some other key contributors to our total erosion improvement and stabilization of the core in Phase 2, which we expect to contribute an additional 50 basis points. These include no additional significant LOEs on the horizon, our purposeful diversification of our core generics portfolio, which is now repositioned towards complex products; our decreased dependency on the commoditized U.S. generics market, today the total U.S. generics portfolio contributes approximately 11% of total net sales; and anticipated divestitures of certain non-core assets which, once completed, will not only help simplify the Company but will also help to further stabilize the remaining business. We believe that our ability to minimize the total base erosion when combined with our current organic pipeline, lays a solid foundation for us to return to growth in Phase 2, which I will cover on the next few slides. Our current pipeline, which is driven largely by the U.S. market, consists of an increasing number of complex, hard-to-make products with a higher barrier to entry as well as fewer number of partner programs. In addition to this, some other key geographies like China, Europe and the rest of the world markets will also benefit from the efforts of the last few years because of their dedicated and focused programs to build their pipeline. We expect Europe to have $100 million to $150 million of new product revenue every year and China to get the benefit of close to $100 million every year from '25 onwards. As Robert said, we have certain underappreciated assets in our pipeline that we have invested in during the recent past. We anticipate our complex injectables and select novel products to each make up at least $1 billion in peak annual net sales in Phase 2. Given all of these pieces, we feel confident to deliver $450 million to $550 million of annual new product revenue. On the next two slides, I'll share more about our complex injectables. Our science team has successfully developed several technology platforms including, but not limited to, nanoparticles, microspheres, liposomes and nano emulsions. We expect these platforms to deliver a strong portfolio of approximately 40 products, 10 of which are already filed and under review with FDA. This portfolio represents a rapidly growing $50 billion to $60 billion growing market. Perhaps a generic COPAXONE analog as a reference is the closest to help model these products. I would like to highlight the pipeline chart on the next slide. Of the 10 products which are already under review with the FDA, we are confident that we will be the first to market with seven generics, including Abilify Maintena, Invega Trinza and Sandostatin LAR. On a risk-adjusted basis, we believe these complex injectables franchise represents at least a $1 billion peak net sales opportunity in Phase 2. Turning to the next slide. Another growth catalyst of our organic pipeline is our novel products franchise with several 505(b)(2)s. We expect products like GA once monthly and our novel meloxicam formulation will have patent protection. Additional in our products on the slide includes Xulane Low-Dose and Effexor GAD. This chart also highlights our continued pursuit of highly complex products like the biosimilar to BOTOX. On a risk-adjusted basis, we believe these five select assets alone represent at least $1 billion peak net sales opportunity in Phase 2. Now let me move on to the great news we announced today. We have taken a major step to create an ophthalmics franchise. I want to echo the excitement you heard from Robert and Michael about the future addition of Oyster Point and Famly Life Sciences to Viatris family. Let me walk you through the strategic rationale for bringing these foundational assets together. Oyster Point brings to Viatris not only a novel marketed dry eye product in the U. S. but, more importantly, a very experienced team that possesses deep knowledge of the ophthalmic space from a clinical, medical, regulatory and commercial perspective. Further, when combining Oyster Point to the Famy Life Sciences pipeline and our global commercial footprint, R&D and regulatory capabilities, we believe that we are setting the foundation to become the next global ophthalmic leader. Moving to the next slide. I'm more excited that in addition to Tyrvaya, we are getting to start with a combined pipeline of exciting complementary programs, which include additional indications like neurotrophic keratopahty and five Phase III-ready programs we are acquiring from Famy Life Sciences. This combined global pipeline has the potential of net sales of more than $1 billion on a risk-adjusted basis by 2028. As we close this transaction, the ophthalmics franchise will function as a separate division within the Company and will be led by Dr. Jeff Nau. In summary, as I walked you through this morning, we believe we are well positioned to bring Viatris back to growth in Phase 2. We remain confident in our ability to contain erosion to 2% to 3% and generate $450 million to $550 million in new product revenue annually, which we expect will not only offset the erosion but enable us to generate a 1% organic top line CAGR growth of the base in Phase 2. Maximizing and executing our ophthalmic strategy will help us reach a total revenue CAGR of approximately 3% from '24 to '28. Further, it's worth noting that this growth does not include any additional inorganic opportunities, which we expect to identify and add to our portfolio in Phase 2. With that, I would like to welcome Dr. Jeff Nau to the call to share some more information about Oyster Point and its exciting growth driver as well as his perspectives on the Famy assets. But before I do, I would like to thank our Viatris colleagues for their continued performance and look forward to welcoming our future colleagues from Oyster Point and Famy Life Sciences who are listening today.
Dr. Jeff Nau:
Thank you, Rajiv, and thank you to Viatris for allowing me the opportunity to speak today. Good morning. My name is Jeff Nau, and I am the President and CEO of Oyster Point Pharma, a public biopharmaceutical company focused on the discovery, development and commercialization of first-in-class pharmaceutical therapies to treat ophthalmic diseases. Our mission at Oyster Point is to advance truly breakthrough science to deliver therapies that patients and eye care professionals need. I was the first employee at Oyster Point in 2017. And since then, we have grown the Company to more than 250 employees, including launching one of the most exciting commercial products in dry eye disease with a leading sales team in ophthalmology. By educational training, I hold a Masters in Medical Science and a PhD in Public Health and Epidemiology. And for over 20 years, I have dedicated my career exclusively to drug and device development in the field of ophthalmology. Prior to joining Oyster Point Pharma, I was involved in the development of a number of promising therapies in the retina space, including while at Genentech, where I was part of the FDA approval and commercialization of numerous indications for the anti-VEGF therapy Lucentis, a medical breakthrough for treating blindness which generated multibillion-dollar peak annual sales. The Oyster Point team brings decades of experience in the eye care space, with most of the leadership team dedicating their entire careers to eye care. Currently, we are one year into the successful launch of our first FDA-approved product. Tyrvaya is the first and only nasal spray for the treatment of the signs and symptoms of dry eye disease. Dry eye disease is a large market affecting an estimated 38 million Americans and over 700 million people worldwide. It's a chronic multi-factorial disease, which is characterized by the imbalance to the nutrient-rich layers of the ocular surface, known as the tear film. Increasing the production of natural tear firm is believed to reduce the signs and symptoms of dry eye disease. Prior to Tyrvaya's entry into the market, many patients reported being dissatisfied with older treatments in the class due to lack of efficacy, slow onset of action and the stinging and burning associated with prescription eye drops. The team at Oyster Point broke new ground with Tyrvaya. Tyrvaya's differentiated clinical profile, rapidly bio-activate tear film production to help the body create more natural tears and can be easily administered. It's a preservative-free nasal spray that's convenient with a twice-a-day dosing regimen with no contraindications. Tyrvaya's unique mode of action involves activating the trigeminal parasympathetic pathway in the nose, which is believed to trigger tear film production. Tyrvaya was studied in a broad population of adults with mild, moderate and severe dry eye disease. In clinical trials, patients achieved statistically significant improvement in tear film production and other key dry eye measurements. In addition to this exciting product, let me share details on what Oyster Point will add from a pipeline perspective. In our development pipeline, we have several programs aimed at treating other ophthalmic disease with unmet needs, including Stage 1 neurotrophic keratopathy, a severe degenerative condition affecting the nerves of the cornea. Separately, our proprietary transformational gene therapy program is currently progressing towards IND-enabling studies in 2023 for Stages 2 and 3 neurotrophic keratopathy and we have begun early development for a therapy to treat vernal and atopic keratoconjunctivitis, severe allergic conditions of the eye. Oyster Point originally engaged with Viatris on ex-U.S. licensing and partnering opportunities for our products. As discussions progressed, we quickly realized that the global health care gateway that Viatris has built provides a unique partnership opportunity to accelerate and amplify Viatris' and Oyster Point's growth strategies and would enable increased access to ophthalmic therapies for patients worldwide. Just as Oyster Point could propel Viatris' expertise in ophthalmology through its infrastructure and deep knowledge of the space from a clinical, medical, regulatory and commercial perspective, Tyrvaya and pipeline assets, Viatris could propel Oyster Point with its global commercial footprint, R&D and regulatory capabilities, supply chain as well as the multiple additional ophthalmic assets. Conceptually, this is not a one plus one equals two addition of companies, but potentially more like a one plus one equals four addition. The sum of the merger amplifies itself based on the synergy that both companies would provide to each other. Oyster Point as the foundation of the ophthalmology franchise of Viatris will bring a team with deep expertise in ophthalmology to advance research and drug development as well as an experienced U.S. commercial sales and medical affairs infrastructure that I am confident will lead to a future innovation at Viatris. The ophthalmology and optometry communities deserve partners who are committed to investing in and bringing new therapies to market for patients and eye care professionals. I'm joining Viatris as its new ophthalmology franchise, we'll be committed to being that market leader in addressing the industry's unmet needs. As Rajiv previously stated, the ophthalmology portfolio that has been created to date is expected to have significant peak potential by 2030. What we have outlined here today is simply the foundation of what is expected over the next few years. Our focus will be to invest in the resources behind the continued launch and international expansion of Tyrvaya as well as the clinical development of multiple key assets ranging across a full spectrum of eye care disease areas, including dry eye disease and potentially glaucoma, neurotrophic keratopathy, blepharitis, presbyopia and a number of other vision-related disorders. In closing and on a personal note, I would like to thank the Oyster Point team for building such a strong organization over the last five years. We have built capabilities in R&D, clinical development and commercial within the eye care space in such a short period of time. It is the value of our people, our lead asset Tyrvaya and our pipeline that compelled Viatris to decide to bring our company into their organization. I would like to thank Robert, Michael, Rajiv and our future colleagues at Viatris for the opportunity to join the Viatris family and to say that I also share in the excitement surrounding the future of Viatris.
Sanjeev Narula:
Thank you, Jeff, and good morning, everyone. It's great to be with you today to share my thoughts on the recent quarter and expand on what you've heard from Robert, Michael and Rajiv on the outlook of our company. Please turn to the slide with our third quarter financial highlights and the outlook for fourth quarter and full year 2022. We had another strong quarter operationally that was in line with our expectation. On a reported basis, revenue was impacted by foreign exchange headwinds by approximately 9% versus Q3 2021. Let me walk you through the key drivers that contributed to the strong performance in third quarter. For revenue, we saw continued stability in our segments, including developed markets and China. New product revenue in the quarter benefited from the launch of lenalidomide in the U. S. This performance contributed to an overall favorable mix resulting in better gross margin. With respect to SG&A, we continue to benefit from synergies. R&D increased due to continued investment in the pipeline. We had another strong quarter of free cash flow generation. This underscores our confidence in the stability of our base business and the organizational effort around cash optimization initiatives. On a year-to-date basis, we have met 2020 commitments and have paid down approximately $2.1 billion in debt and have also paid out approximately $436 million in dividends. With three quarters of solid performance under our belt, we feel good about the rest of the year and expect the positive momentum to continue. Now a few comments on the expected Q4 financial results. We anticipate the gross margin percentage will moderate from third quarter levels due to product and segment mix. SG&A, similar to last year, is expected to step up from Q3 2022. Free cash flow is expected to be significantly lower compared with Q3 2022 due to anticipated lower adjusted EBITDA, phasing of interest payments and higher CapEx. Given the continued strength from operations, we expect to absorb the incremental impact from foreign exchange. We are reaffirming our guidance across total revenues, adjusted EBITDA and free cash flow. As previously mentioned on our Q2 call, it is likely we will come in at the lower end of the adjusted EBITDA range due to foreign exchange. And for free cash flow, it is likely we will end up at the midpoint of the range, fully absorbing the foreign exchange headwind. The next slide is an illustration of free cash flow over the last seven quarters. Q3 was another strong quarter, especially considering it included EpiPen settlement for approximately $259 million. Taking this into account, the underlying free cash flow would have exceeded Q3 2021. This is another indication of stability we see in our business. I'm very pleased with the progress we are making in improving cash conversion. This is a focus we expect to continue in 2023 and beyond. As mentioned, we expect the Biocon transaction to close shortly, and we expect to update you at that time to the associated impact on the current guidance. The next slide is an illustration of our sources and uses of divestiture proceeds. A key takeaway
Operator:
[Operator Instructions] We'll take our first question from Elliot Wilbur from Raymond James.
Elliot Wilbur:
A lot to digest this morning. I appreciate the team taking the time to walk us through the detail. My first question and only question, I guess, is with respect to the acquisition of Oyster Point and Famy Life Sciences. I know you've talked about the ophthalmology portfolio generating around $1 billion in sales by 2028. But if I look at current external expectations, at least for Oyster Point, they seem to embed peak sales somewhere around $400 million, which I assume is Tyrvaya exclusively in 2027. And I know that you're expecting contribution from some other pipeline assets, but doesn't seem like many of those would hit before 2025 or 2026. So I'm trying to close the gap there between external expectations and what you are anticipating in terms of contribution from the new broader portfolio. Are you simply more optimistic on Tyrvaya than external expectations? Or am I under appreciating the potential contribution from some of the pipeline assets in that period of time?
Rajiv Malik:
Elliot, I will take. And maybe later on, Jeff can add. So first of all, let me just break it. One is that, yes, Tyrvaya U.S. expectations and we are talking about the global expectations. We have take this $1 billion, divide almost 2/3 is U.S. and 1/3 is the rest of the world for us. That's the first one. The second one is most and maybe every -- all of these products will hit the market within this period of time. Because as you see, there are some Phase III assets and well advanced. And it's not going to be a long clinical study over there. So, we see more products launched around '26, '27 to add on along with Tyrvaya. So and if I have to do it by portfolio, I think our dry eye will be almost 2/3 again and 1/3 will be -- maybe, Jeff, do you want to add something to that?
Dr. Jeff Nau:
We're really excited about the portfolio that's been created here. And as Rajiv said, with the two dry eye assets making up most of the potential, I wouldn't discount the other products that are in the pipeline. They are exciting markets. This is the leading front of the eye portfolio. Lots of unmet need here with regards to things like blepharitis [Technical Difficulty] we're really excited about the opportunity to go forward. And I think what's most exciting about it is, we have many Phase III-ready assets that will drop right into an existing sales force that is there and ready to go.
Operator:
Your Next question comes from Umer Raffat from Evercore.
Umer Raffat:
EBITDA. So your midpoint of the guidance is $6 billion. And Robert, I think you mentioned between divestitures, the SEC accounting as well as additional spend on new tuck-ins, it sounds like there's an additional $1 billion to $1.2 billion worth of headwinds on EBITDA, and that's without sort of the impact of China VBP rollout back on schedule next year. So is it fair to say that the EBITDA in 2024 is trending somewhere between $4.6 billion and $5 billion? That's question number one. Number two, on Oyster Point. It looks like there's either a bridge program or a major co-pay assistance in place. And you can kind of see that on the realized pricing per prescription versus where Xiidra and where RESTASIS track. Can you speak to the absolute BOMs we're seeing and to the extent we can scale them up? And also on Oyster Point, the Phase II OLYMPIA trial in neurotrophic keratopathy, that was due right around now. There was no update of that. I'd be curious on that. And it looks like the CVR is in the bag because the TRx and the sales numbers that were pointed out, it looks like it's trending towards that anyway. So we should assume that Oyster Point acquisition is $450 million valuation, correct, plus the net debt?
Robert Coury:
So let me go first. Obviously, I want to thank the entire investment community and really all of you for your input since the management team came forth in February because today, we're able to deliver in much more detail just on the basis of answering all of your questions, quite frankly. And so the clarity that we gave you, and obviously I want to be clear, we're not giving the kind of the detailed '24 actual financial guidance right now. But we've given you enough directionally a guide where I will not dispute, let's just say, some of the things that you're throwing out because I think, once again, given your numbers, you can get to -- people can see you can get to where you are. I think the most important, Umer, is in my prepared remarks, I also try to be clear that we've taken into consideration living out 2023 with the rest of the initiatives that -- and the actions that were going to be taken as well as the pushes and pulls that we can see today in order to build that bridge for you to get to '24 to where you're at. So Jeff, do you want to take his next question?
Dr. Jeff Nau:
Yes. Maybe I'll break it down into two parts, and we'll answer the easier one first. So as we have earnings coming up this week, what I would say on Olympia is we are tracking according to schedule, and we'll have an update there. And then with regards to Tyrvaya, I think what's really important in looking at this product is obviously first launched into the space this year. Our goal this year was really to build prescriber base. We are primarily a commercial prescription product this year. We still have bridge on. As we enter into 2023, we intend to pick up additional coverage. And at that point in time, we will reassess bridge. But I think that's also a really big opportunity for some marketing during that time. So we want to make sure that we have good coverage on before we really pull the trigger on marketing. And as we know, this space is highly sensitive to that type of marketing. I think when you look at a product like Tyrvaya, there's a really unique opportunity to market the patient as it is the only nasal spray for the treatment of signs and symptoms of dry eye disease.
Operator:
Next question is from Balaji Prasad from Barclays.
Michaela Diverio:
This is Michaela on for Balaji. Just circling back on the acquisition. Just wondering if this would be the template for your other two specialties as well? And could you provide some more color on when the EPS accretion will start?
Robert Coury:
So, I think as I mentioned in my prepared remarks, yes, we think that this is an excellent example of a very attractive -- the type of targets that we can be highly sensitive, while maintaining our investment grade, while being sensitive to the increase in R&D and while we continue to be real sensitive to adding to the growth to the top line. But I think most importantly, in terms of an earnings per share accretion, I also try to stress, given now the clarity that we've now delivered to the Street our capital allocation, we cannot ignore the 50% commitment once we're done with Phase 1 and hit our gross leverage target of 3x. There is a tremendous amount of more capital we intend to return to shareholders and especially through share buybacks. So, I think that the earnings accretion, the adjusted earnings per share growth is really going to be what this story is all about on a going-forward basis.
Operator:
Next question comes from Chris Schott from JPMorgan.
Chris Schott:
You've laid out today why ophthalmology is the right vertical for Viatris. But I'm just interested in how you compared, I guess, this vertical versus some of the franchises like OTC and biosimilars where the Company also had an established footprint but where the Company is exiting. So, I guess what led you to kind of build up this direction and exit the others? I'm just trying to understand a little bit of kind of the thought process of kind of what's staying and what's going as you're thinking about the portfolio build?
Robert Coury:
Thanks, Chris. I mean I would say that we made a -- we've done a tremendous amount of work and analysis on where we wanted to take Viatris. We've examined all the things that have worked in the past, investments made in the past and kind of sort of where we are, where we want to take. I would say that the financial analog of our entire business model is what we're being most sensitive to. If you look at our current pipeline portfolio and if you just examine the rotation within our own pipeline portfolio, we've been changing, moving up the value chain. We have a complete different product mix today than we did four or five years ago. And we've seen the benefit of that already. So continuing to move up the value chain, and really, for example, the OTC, I'll be honest with you, is just a great business. It's not a declining business. It had very low single-digit growth. But in order to even keep that since we're not a consumer-oriented company, there was a tremendous amount of investment we would have to make year in and year out to support even that low-digit growth. Now as we shift our attention and really have identified what we consider to be what was once a core asset, no longer to be really a core asset, where we want to focus our attention going forward, both in human capital and financial resources, we think that today is a very good example of the opportunity to really once and for all set the interest on the trajectory of growth and do it in a way where we can grow that top line, grow the EBITDA, continue to generate significant cash flows while returning a substantial amount back to shareholders and especially through the share repurchases.
Operator:
Your next question comes from Gary Nachman from BMO Capital Markets.
Gary Nachman:
Thanks for the update. So for the other non-core divestitures, to get to the $5 billion to $6 billion of additional proceeds, that's a lot to get through between now and the end of next year. So how far along are you with those discussions? And what's your confidence in getting that done with respect to the different areas that you outlined? Maybe you could walk through some of the opportunities in more detail. And then just a quick follow-up. Just what caused some of the launch delays causing new product revenue to be lower than expected? And when you think of the annual contribution per year, I think you said $450 million to $550 million, just talk about your confidence in that, how risk-adjusted that number is given the importance in generating the 3% revenue CAGR in '24 to '28?
Robert Coury:
I mean just in terms of the -- and let me take the second one, Rajiv. But in terms of the -- we actually did really have a head start. We've been working on this project for quite some time in terms of identifying these particular assets. We have all the right advisers on board for each one of these. So, we are well into the process. And we see no issue at all by striking and executing on each one of these in '23 and actually expect to even have the proceeds, certainly and if not, by the end of '23, the proceeds from these initiatives, but very, very shortly thereafter. Rajiv?
Rajiv Malik:
Yes. On the platform stands around top, as Robert mentioned about very clearly on rotation in the pipeline, over the several years, we have been moving up the value chain steadily and have proven success record. Now on -- if you just -- that's why I tried to give you a little bit more granularity today about the growth catalysts of this pipeline. I try to break it in the bucket of the -- let's just take examples of complex injectables, that how much they add. In the Phase 1 of the -- if I break up this five years, First two, three years, you will see major contribution coming from those injectables. While '25, '26 onwards, 24 onwards, whether COPAXONE once a month, BOTOX, meloxicam, Xulane Low-Dose, Effexor GAD, now five of these products have a great potential just to have $1 billion over there and injectable bucket of one here. And then we have a dedicated focused program of markets like Europe and China and the rest of the world market. And I gave a breakup of the China benefiting '25 onwards about approximately million every year and Europe getting $100 million to $150 million every year. If you add that up, $450 million to $550 million is a very well-thought and risk-adjusted range.
Operator:
Your next question comes from Ash Verma from UBS.
Ash Verma:
For the potential diversity of candidates that you mentioned, I guess what I'm trying to understand is, is the collection -- solely based on whether you can be a core or non-core tier portfolio. Have you also considered factors like how these divestments would impact your main core revenue or EBITDA post play or the user profile?
Robert Coury:
Ash, obviously, we would have taken all that into consideration to be able to come here and to deliver to you our outlook. So the answer is yes, we've taken all that into consideration.
Operator:
Our next question comes from Jason Gerberry from Bank of America.
Jason Gerberry:
Just on Famy care, it looks like that's probably about half the value that's kind of -- of the $700 million to $750 million. So is there a specific asset that sort of drives the valuation? Or is it just kind of more broadly dispersed across all the late-stage-ready assets? And then as you lay out what looks like a leverage for what will be effectively remain quo, just wondering, is that sort of what you think is the right amount of leverage for this business to carry longer term? And how ambitious should be sort of once the dust settles on all these transactions in terms of either more aggressively or more ambitiously building out some of these specialty brand verticals?
Robert Coury:
Let me just address on the Famy assets. I'd like to make a point that we've been around these assets for the last five years. We helped set up this company originally. We have a small 13.5% stake. And we've watched the development of what this company has done. So we're very, very familiar with these assets. To be able to find the right frontline asset, such as Oyster with such a phenomenal leadership team, they're very, very much into this community, this was not by happenstance. This was a very deliberate, well-targeted opportunity that we saw to create a real ophthalmology franchise. So yes, we're very, very confident. Michael, do you want to just address some of the actual sure opportunities?
Michael Goettler:
Sure. So Jason, for the Famy life sciences portfolio, it's really portfolio is not one single asset that kind of drives the fair value. Just to give you a little bit more color, the blepharitis asset is the asset that we talked about a few months ago already, which just basically at time Cromologous. We now got the full right to that. Then there is the dry eye product that we're quite excited about, that's very complementary to mechanism of action to Tyrvaya. And the other three indications, the presbyopia, the mydriasis and the night vision, that's actually the same molecule, maybe combined with another one, for all these three indications. So it's a very balanced portfolio.
Robert Coury:
It was the second question on -- yes, I mean let me just say that after two years of now operating this business, the only way you really ever know what kind of sort of that sweet spot from a leverage ratio perspective is actually living your business and understanding all these pushes and pulls. I would say that the range of about 2.8 to 3.2, with 3 being the midpoint, is that sweet spot range where you can have that accordion, where you can lever up and very quickly, get right back to your target. That is -- I mean we are extraordinarily disciplined and focused on that. All activity from here will be -- that will be front and center because we made some commitments to maintain investment grade. And what we now see, even with that commitment to 3x, we've actually seen through the significant cash flows that we're going to be generating once our Phase 1 commitments are satisfied that we can -- we have enough financial flexibility to fund ourselves. We do not see a real need of outside capital. And that's why I think that the transactions we announced this morning is a perfect example how we can continue to return significant amount more of capital back to shareholders, especially through share repurchases plan but as well as invest in our business at the same time. Sanjeev, do you want to add anything?
Sanjeev Narula:
I think Robert you covered that. You covered very well that we will have -- that we've not had in Phase 1 additional cash to invest organically, inorganically, and that will support that. That's why we are comfortable with the range that we talked about.
Operator:
Our next question comes from Glenn Santangelo from Jefferies.
Glen Santangelo:
I just want to follow up on some of the pro forma numbers you gave regarding 2024 and the Phase 2 part of the plan. I mean it seems like you're assuming that once you get out to 2024 that the erosion on the base business on the revenue line will be about minus 3%. And now with the benefit of some of these announcements today that the new growth CAGR is going to be plus three -- 6% swing or almost close to $1 billion a year. And so, I just want to make sure I understand in terms of what you're seeing and where that's coming from. It sounds like you -- in the past, you've been talking about $500 million a year from new product introductions, maybe with the balance coming from the acquisitions? And then my follow-up to that would be, does that 3% CAGR in '24 to '28 include any incremental contribution from GI and Derm? Or could those opportunities augment those growth rates from here?
Robert Coury:
So thank you, Glenn, and welcome to our sector. Let me start by saying, I think you can recalibrate if you get one of the variables in everything that you mentioned, and that is the base business from '24 and going on, we no longer see it eroding. Actually, we see a -- and that's why this morning I took the time because I think it was highly critical that, one, we identify exactly the assets for divestitures to support the economics and the expected proceeds we are going to get in; two, what we intend on doing with those proceeds in a very clear and transparent way. And then three, once these assets are no longer with the -- our core business going forward, what does that base business look like ex any inorganic activity, including this morning's announcement. So it's very important that we share with the investment community what is that current base business that we have right now, with all the assets that we have right now in-house, after these divestitures? What we outlined this morning and what you heard from Rajiv is what we now forecast, given now that we have much more visibility and clarity, a 2% to 3% based this erosion, which is naturally inherent in our model. And we're benefiting from such a lower erosion than really most in our industry because we did diversify ex U.S.; outside the United States. As I mentioned, I think that could have been one of the -- maybe sometimes misunderstood, were viewed as a U.S. and specialty generics company, but we're actually not. We've spent a considerable amount of time to derisk our model not to have such emphasis in any one market or, in fact, any one country. So I think once you can see the base business, only then, in the strength of that base business, only then when you begin to add that anything from that point forward can be truly additive. So if you take a look at the 1% that we see in the base business alone and then add the Oyster Point asset on top of that, that's how you get to the 3% revenue CAGR from '24 to '28 and a 4% to 5% EBITDA growth from there.
Rajiv Malik:
And Robert, just to further clarify, you talk about 2% to 3% base erosion, which is being more than offset by $450 million to $550 million of launches to bring what Robert said, a stable base. And then overlay on that, that ophthalmology assets, which will bring it back from flat to 1% to 3% growth.
Robert Coury:
And the answer to your last point, because there was a lot in your question, Glenn, there is nothing, as a matter of fact, right now, in the current models that we see as a hedge, we committed -- we are committing 50% return of capital to shareholders. But right now in our models, we have the other 50% simply accumulating cash in our current models. We did not deploy that cash yet for two reasons. One, we wanted to hedge for anything that can come our way; and two, we have not really identified at this juncture the specific target that we're looking at other than directionally giving you the kind of assets that we're looking at. So I think that from everything that we see, it should be noted that we are also accumulating cash in our model at a rapid base to be deployed, which also really significantly brings our net leverage ratio down even that much more.
Operator:
Our next question comes from Greg Fraser, Truist Securities.
Gregory Fraser:
I want to follow up on capital allocation. How should investors think about the mix between funding the dividend and share buybacks in 2024 and beyond given the 50% targeted for free cash flow allocation? I guess, is a material increase in the payout ratio likely?
Robert Coury:
I guess I think the most important thing today, right now, today, and to be very honest with you, I don't know what '24, I'm not going to try to predict what '24 would look like. I think the most important commitment today is the commitment of 50% of our free cash flows to return to shareholders. That is a -- that's our commitment, period. Now if it were today, I have to tell you with our -- as I mentioned, I really think with our current PE multiple and where we are, it's very difficult, very difficult to find a better investment than to buy our own shares back. I just have to be very honest with you. So I think we want to focus on total shareholder return, dividend combined with share buyback. But if it were today, I would probably strike much more on reinvesting in our own business through the purchase of our own shares. Because I think what is going to quickly become the investment -- I think that what Viatris is going to become is very quickly an extraordinarily strong adjusted earnings per share growth story once we begin to execute. And especially the repurchase of our shares is going to go a long way, I think, in that story.
Operator:
The next question comes from Nathan Rich from Goldman Sachs.
Nathan Rich:
I wanted to ask you on free cash flow. I guess how should we be thinking about the baseline for free cash flow? Kind of understand you're not planning to give guidance, but should we think about sort of the step down in EBITDA similar to what would happen to free cash flow? Or are there other factors to consider as we think about free cash flow in 2023 and beyond? And then just a couple of clarification questions, as we think about the target for EPS accretion next year from the deals as well as share repurchases, any more detail on how much EBITDA dilution you're expecting from the acquisitions? And was the R&D expense step-up of $300 million, was that inclusive of the two acquisitions as well?
Robert Coury:
Sanjeev, before you answer that question, I think, Nathan, I think we gave you the starting point of at least $2.3 billion in what we see in -- as a starting point. But we absolutely see it growing from there. Sanjeev?
Sanjeev Narula:
Yes. So Nathan, so as Robert pointed out in the opening remarks, so you start from where we are this year, which is -- it takes the midpoint. We're about $2.7 billion. There are two adjustments that we are making from there. One is the EBITDA loss that is from the divested businesses and the R&D increase. So that both have an impact on cash flow. A high percentage of that goes into the cash flow. On the positive side, you will see our onetime cash cost is coming down. And then there's going to be a reduction in the interest cost as we pay down significant amount of debt next year. So put all those things together and you get our number, which is close to what Robert talked about. Again, we're not giving the guidance. I think the important thing to think about this is once that 2024 is achieved, our focus that we have -- you have seen in t he last seven quarters in terms of continually growing the cash flow conversion in the Company will continue and we continue to add in the growth from cash optimization effort and then obviously focusing on our onetime cash costs. Now 2023 is going to be a little bit choppy, if I kind of use the term, in terms of the cash flow because of all the transactions that are going to be happening during the year. The base cash flow is going to be very, very strong. But as I pointed out, as we divest these assets, the taxes of these assets that only proceeds and some of the onetime cash costs gets recorded in the free cash flow line. So we'll provide you all the transparency so you understand that the cash flow is very strong, but the outlook that I gave you for 2024 is a good starting point from that perspective.
Robert Coury:
Because I mean, one thing we are not able to be able to time exactly. So until we actually divest the assets that we've identified, we will continue to benefit in '23 from the top line EBITDA and even its cash flow. So look, the beauty about this is that we don't have a gun to our head and there's no need to rush and because these assets are all what they are. They're contributors, but certainly not where we want to apply our focus. That's why we took the time to build you a bridge to get right to '24 with all the activities that are going to be going on in '23.
Sanjeev Narula:
Yes, the R&D question, so the increased $300 million, that includes the investment from the two assets that we did, the R&D investment of those pipelines.
Operator:
Our last question comes from David Amsellem from Piper Sandler.
David Amsellem:
So just going back to Tyrvaya. Can you talk about the challenges associated with the payer landscape, bearing in mind that with Stasis is available as a generic? And I know there's some differentiation that you cited, but I just wanted to get your thoughts on what you have to do to improve access. And then related to that, as you're thinking broadly about your acquisition strategy, are you also willing to look at clinical-stage assets in more rare diseases where payer challenges ostensibly would not be as much as an issue? How do you think about that in your overall strategy in terms of taking on significant R&D risk?
Dr. Jeff Nau:
Yes. Great. This is Jeff now, and thanks for that question. So I think with -- as it pertains to our Tyrvaya, as we look at any launch into this space, the commercial opportunity is obviously the first opportunity that any company would face. We've been lucky enough that this year we're tracking at about 19% of our scripts will go to Medicare Part D patients. As we turn the year into 2023, obviously, we expect those formularies to begin to adapt. And we're really excited about the opportunities as we move into that year. We've had great coverage so far on the commercial side. As you talked to, this is a really well-differentiated product. Our goal in 2023 is adopt that additional coverage and really just drive demand into the year. Before Robert jumps in, one of the things that I will say on the ophthalmology pipeline is keeping in mind there are a number of products in there, especially on the gene therapy pipeline, that are in that rare disease area. And so, that has already begun, but I'll let Robert add to the story there.
Robert Coury:
Well, I mean I would just say that in terms of the R&D, David, I would guide you more towards the D and not the R. We will not be a company to be taking the type of binary risk that, say, big pharma takes. We're going to be very careful and selective. And we've also given you targets what we'll be looking for next in the GI side as well as dermatology from mature emphasis because if you now look at our business model, we're crystal clear about being therapeutic agnostic. Our product portfolio with having products from first to every stage of life around the globe is very critical going forward in our portfolio. It's just that the cash flows that we generate off of that portfolio is exactly what is going to be funding the very marketed opportunities that we highlighted, that we've emphasized, ophthalmology, GI and dermatology. So I think you can expect that directionally going forward. But yes, thank you for your question. Was there any other questions?
David Amsellem:
No. We're good.
Operator:
We have reached our allotted time for question-and-answer session. I will now turn the call back over to Michael Goettler, CEO, to make a few quarterly remarks.
Michael Goettler:
Okay. So thank you, everybody, for the good questions. And look, as you've seen, this is an exciting point in our development. We're following up on everything we said in terms of returning the Company to growth, having a capital allocation that has the ability to both return capital to shareholders as well as invest in our business. And we're really excited to have Jeff and his team, join us in Viatris going forward. Thank you very much.
Operator:
This does conclude today's Viatris 2022 third quarter earnings call and webcast. Please disconnect your line at this time, and have a wonderful day.
Operator:
Good morning. My name is Leo, and I'll be your conference operator conference today. At this time, I'd like to welcome everyone to the Viatris 2022 Second Quarter Earnings Call and Webcast. All participant lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. [Operator Instructions] Thank you. I'll now turn the call over to Bill Szablewski, Head of Global Capital Markets. Please, go ahead.
Bill Szablewski:
Thank you, and good morning, everyone. Welcome to our second quarter 2022 earnings call. Joining me today is Michael Goettler, our Chief Executive Officer; Rajiv Malik, our President; and Sanjeev Narula, our Chief Financial Officer. A copy of today's presentation and other earnings materials are available on our website at investor.viatris.com. During today's discussion, we will be making forward-looking statements on a number of matters, including our financial guidance for 2022 and various strategic initiatives. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to slide two of the presentation in our SEC filings for a full explanation of these risks and uncertainties. We will also be referring to certain actual and projected non-GAAP financial measures to supplement investors' understanding of our financial performance. Non-GAAP financial measures are reconciled to comparable GAAP measures on our website and in today's presentation. With that, now I'd like to hand the call over to Michael.
Michael Goettler:
Thank you, Bill, and good morning, everybody. Thank you all for joining us for our second quarter 2022 earnings call. I'm proud to report that we're hitting on all cylinders operationally, even while foreign exchange rates continue to be challenging. And we have now demonstrated six consecutive quarters of strong performance. We're delivering on our financial and strategic commitments. And we're making great progress on the reshaping initiatives, which we announced in February. Remember, Viatris was designed with diversification and resilience in mind. We believe our geographic and product diversity allows us to balance occasional headwinds in one part of the business with opportunities in others, which we expect will enable us to deliver consistent and predictable performance over time. We are reaffirming our full year 2022 financial guidance ranges for adjusted EBITDA and free cash flow. Because of our continued strong operational performance, we believe that we can absorb the foreign exchange rate impact within those ranges. However, we are revising our full year 2022 financial guidance range for total revenue, solely to reflect our current expectation of the negative impact of foreign exchange rates. You will hear later more specific commentary on the guidance ranges for all three of these metrics, including our consideration of the foreign exchange rate impacts. Now let me share some highlights from the quarter. In the second quarter, we reported total revenue of $4.12 billion and adjusted EBITDA of $1.48 billion. Free cash flow generation continues to be strong at US$719 million for the quarter. I'm pleased with our solid performance across segments this quarter, particularly in China and our operational growth in Europe. Our continued strong performance has enabled us to continue to deliver on our financial commitments for debt repayment and returning capital to shareholders through the payment of our dividends. In the first half of the year, we paid down approximately $1.5 billion in debt. And we're on track to achieve approximately $2 billion in debt repayment for the year. We continue to be committed to maintaining our investment-grade rating, which is something that we believe really differentiates us from our peers. Our Board of Directors has again authorized payment of a quarterly dividend of $0.12 per share. And we're very proud that our internal development engine continues to deliver key pipeline milestones, which we believe positions us well to continue to move up the value chain. Overall, we're on track for approximately US$600 million in new product revenue for the full year. And we look forward to the anticipated launch of lenalidomide in the second half of 2022. And finally, we're continuing our successful integration, capturing synergies and simplifying our processes and our organization. By the end of this year, we expect to have exited substantially all transitional service agreements with Pfizer. In addition, we are seeing continued strong engagement for our employees, who are all working diligently to execute on our priorities. As you remember, in February, we announced a significant global reshaping initiative to unlock trapped value and build what we expect to be a simpler, stronger and more focused company that's well positioned to deliver more access to patients and more value to shareholders. We continue to make good progress on the biosimilar transaction with our partner, Biocon Biologics. The transaction received key antitrust clearances in the US, India and other markets. And we are still targeting a deal close in the second half of this year. While we await final regulatory approval from the Reserve Bank of India, the two companies have been working productively to put plans and transition service agreements in place to ensure business continuity for patients, customers, and importantly, our colleagues. We're also making good progress on the previously announced divestitures of other select non-core assets. And we continue to expect to execute against these plans by the end of 2023. With regard to business development, we further ramped up our inorganic activities in our global health care gateway. We're looking at everything. We remain therapeutic area agnostic. And our business development efforts are centered on bolt-on and tuck-in opportunities that match our three identified therapeutic areas for moving up the value chain as well as other opportunities. In summary, we had a very strong quarter. And we're excited about the future we're building for Viatris. The entire company is focused on executing on the initiatives we set forth for the business, meeting or exceeding our operational goals that we have set, generating significant free cash flow and unlocking value, while reshaping our company for a stronger future. With that, let me turn it over to Rajeev. Rajiv?
Rajiv Malik:
Thanks Michael, and good morning, everyone. For six consecutive quarters, we have consistently executed against our overall operational priorities. Our strong operational performance this quarter reflects the resilience of the diversified business we have deliberately built. As shared before, we are not dependent on any one market or any one product. And we remain agile and opportunist in how we manage the business with the goal of maximizing the strength of each market and address unforeseen challenges. Our execution has been and continues to be a team effort. And I would like to thank our colleagues for delivering another solid quarter and continuing to meet our customer commitments. The strong business performance and the execution of our underlying plan in the first half of the year, supported by consistent supply, gives us the confidence that the momentum will continue for the second half and deliver our operational commitments for the year. We also continue to expect to achieve our approximately $600 million new loss revenue target for 2022. Moving to our quarterly segment results. I will be making certain comparisons to second quarter 2021 results on a constant currency basis as well as comparisons on an operational basis versus our plan that supports our guidance. These comparisons exclude the impact of foreign currency exchange. Our North America business represents a balanced portfolio consisting of several brands, complex drug devices and many other generic products. We believe this mix provides the business enhanced stability and predictability. Yupelri continues to grow and delivered high teens, and EpiPen performed better than we expected. We experienced healthy demand for our generics portfolio, while [Canada] (ph) once again delivered a better-than-expected performance. We look forward to the expected launch of lenalidomide in the second half of the year. Regarding Breyna, our FDA approved generic to Symbicort, we anticipate a ruling from the district court in the coming months on the trial that was held in May. We also have a separate case, brought on a newly issued patent that is in front of a different judge in the same court. We remain prepared operationally and continue to look forward to bringing the product to market at the earliest possible date as these court cases develop. Our European business had another strong quarter, delivering 8% year-over-year growth. Creon, Dymista, BRUFEN and our Thrombosis portfolio showed solid performance. France, Germany, Italy and Spain led the growth. The region also benefited from certain customer purchasing patternss in the quarter. We expect that the new launches across Europe will be another key driver for 2022 performance. The Emerging Markets segment delivered another quarter of consistent performance and was in line with our expectations. We delivered strong performance in key markets like South Korea, Brazil and Malaysia and in key brands like Lyrica and Norvasc. The year-over-year change was driven by previously disclosed anticipated ARV therapy landscape changes and sales of a certain COVID-related products in 2021. Excluding these two items, total net sales were flat to the prior year. Our JANZ segment performance this quarter was driven by better-than-expected performance of our generics business, as well as our off-patent branded portfolio. Lyrica and Celebrex in Japan came in better than expected. Additionally, the generics portfolio in Japan benefited from favorable market dynamics. The generics portfolio in Australia also performed better than our expectations, which will be further supported by the addition of a key wholesale and pharmacy customer. Greater China continued its strong performance and exceeded our expectations this quarter with 1% year-over-year operational growth. Our ability to manage the business and supply chain effectively through the COVID lockdown period is a testament to our commercial strength in this market. Our hospital channel again demonstrated a strong performance, led by Lipitor and Norvasc. We are on track to meet our full year expectations as we continue to navigate the evolving health care policy. We also continue to make steady progress in building up our R&D portfolio for China. I will now share an update on our pipeline, which builds upon our strong legacy in the development of value-added complex products and our extensive scientific capabilities. I'm pleased to report that we have been able to successfully manage the trial of glatiramer acetate once monthly and remain on schedule despite the unfortunate situation in Ukraine. We expect to read out our Phase 3 clinical trial by the end of this September, and we remain on track to make our US submission in quarter one 2023. We received FDA approval of fingolimod, which is a generic to Gilenya and are on track to launch in the US in 2024, timed with our settlement date. We filed our submission to oculotideMR in US in this May, which keeps us on track to launch in 2024. Our new in-license ophthalmic program, MR139, for the treatment of moderate-to-severe chronic blepharitis is making steady progress. And we intend to submit the IND for this program at the end of the year in order to initiate the Phase 3 clinical trial in quarter one 2023. We are making steady progress on our biosimilar to Botox program with Revance. We are targeting a BLA submission in 2025. And we remain committed to the launch of this complex biosimilar at the earliest possible launch in the United States. And finally, Biocon expects FDA site inspection of two of its sites to be collected in the next few weeks, which hopefully will pave the way for biosimilar bevacizumab and insulin as part approvals later this year. We believe we are well-positioned to add more complex products and pursue additional opportunities to further move up the value chain by leveraging our global health care gateway and strengthen our pipeline in the previously stated therapeutic areas of GI, ophthalmology and dermatology. And lastly, an update on integration, I'm pleased to report that we continue to make significant progress. As you may recall, the legacy Upjohn business was heavily dependent on Pfizer systems and infrastructure, which was supported by a significant transition services agreement. We are currently on track to exit the remaining Pfizer TSAs by end of this year. And I would like to thank our colleagues from Viatris and Pfizer around the world supporting this important initiative. We are also on track to achieve at least $1 billion in cumulative cost synergies by the end of 2023. With that, let me now turn the call over to Sanjeev.
Sanjeev Narula:
Thanks, Rajiv, and good morning, everyone. Slides 16 and 17 show second quarter financial highlights as well as results for the first half of this year. For the quarter and first half of 2022, the operations of the business were in line or slightly ahead of our expectation. This performance is across our global diversified portfolio of brands, generics and complex products. As anticipated, operation revenue was solidly in line with our expectation, but slightly down compared to prior year. Adjusted EBITDA and free cash flow were ahead of expectation. And we were able to offset foreign exchange headwinds. The business benefited from strong adjusted gross margin, lower adjusted SG&A due to the realization of synergy and disciplined spend management. Cash flow benefited from our cash optimization initiative and reduction in one-time cash costs. Moving to slide 18. For the quarter, we have seen dollar strengthening significantly against major currencies, including the euro. As a result, net of hedging activities, foreign exchange had an impact of approximately 7% on net sales versus the second quarter 2021. Net sales were in line with our expectation on an operational basis, down versus prior year by approximately 3% due to anticipated drivers. Our developed market business has a strong quarter and were operationally flat versus prior year. This performance was driven by strong growth in Europe due to category diversity, partially offset by anticipated competition on key products in North America. As anticipated, other base business erosion was primarily driven by lower ARV volumes due to the anticipated change in therapy landscape and lower sales of certain COVID-related product. New product revenue was driven by interchangeable insulin glargine in North America. Despite foreign exchange headwinds, we had another solid quarter of adjusted EBITDA that were ahead of our expectations. Adjusted gross margin was driven by strong brand performance and favorable segment and product mix. SG&A continues to benefit from our synergies, integration activities and disciplined spend management. Turning to slide 19. We had another excellent quarter with better-than-expected free cash flow of more than $700 million, up significantly versus the prior year. This improvement in our cash flow conversion was driven by positive changes in the operational working capital and lower one-time cash cost. Free cash flow through the first half of the year was strong at $1.8 billion, an increase of approximately 40% or $500 million compared to same period last year. Slide 20 illustrates our capital allocation framework and the strong and consistent history of free cash flow generation since the formation of Viatris. I'm proud to say that over the last six quarters, the company had generated more than $4.3 billion of free cash flow. We are well over the halfway mark of our goal of generating more than $8 billion in free cash flow by the end of 2023. This has allowed us to deliver on our capital allocation commitment. For the year so far, we have repaid approximately $1.5 billion of debt and more than $3.5 billion since the beginning of 2021. Additionally, we have paid approximately $219 million in dividend this year and approximately $690 million in dividend since the beginning of 2021. We remain committed to our 2022 debt repayment target of approximately $2 billion. This will strengthen our balance sheet and support our commitment to maintain an investment-grade rating. We expect to accelerate financial flexibility through the anticipated closing of biosimilar transaction in the second half of 2020, which we expect to net approximately $1.6 billion after-tax proceeds. As we look ahead, we expect our capital allocation framework will broaden with potential share repurchases in tuck-in or bolt-on business development opportunities. Before I discuss our revised 2022 financial guidance. If you recall, our commentary may mention we would reassess the foreign exchange impact on total revenue, adjusted EBITDA and free cash flow. The dollar has strengthened significantly across major currencies and approximately 70% of our business is nondollar-denominated. Moving to Slide 23. The business is in a strong position through first six months of the year. And we expect full year revenue to be inline, if not slightly ahead, of our expectation on an operational basis. With respect to our revenue guidance, we now estimate an approximately 7% foreign exchange headwind on a full year basis, assuming July rate hold for the remainder of the year. As a result, we're revising our revenue guidance range by $800 million to $16.2 billion to $16.7 million. Our revised revenue guidance takes into account foreign exchange impact through the first half of the year and approximately $600 million, split evenly between third and fourth quarter of 2022. Operationally, we expect revenue will be driven by continued ramp-up of new products, including the US launch of lenalidomide in the second half and the seasonality of Influvac in developed markets. Because of our continuing strong execution and operational performance, we currently expect to be able to absorb the foreign exchange headwind within our free cash flow range and also our adjusted EBITDA range. As it relates to adjusted EBITDA, we may end up towards the lower end of the range. Our expectation to absorb foreign exchange headwind is due to several factors, including positive product mix benefiting gross margin, favorable SG&A due to synergies and expense management, as well as increased cash optimization initiatives and lower CapEx. Now let me cover some of the expected drivers for financial performance for the second half. We expect sequential increase in SG&A and R&D in the second half of the year. We expect cash flow will be heavily weighted to the first half of the year, mainly due to the timing of onetime cash costs, of which we expect approximately 2/3 to come in the second half of the year. This includes the previously announced EpiPen litigation settlement, which was paid in July. In addition, we expect capital expenditure to ramp up in the second half of the year. We're pleased with the strong first half performance. The momentum we see in the operations of the business position us well for the remainder of the year. Our capital allocation framework, including debt paydown goals, commitment to dividend and the value we see in maintaining an investment grade, will continue to be important drivers in creating long-term value. Now I'd like to turn the call back to the operator to open the call for Q&As.
Operator:
[Operator Instructions] We'll take your first question from Jason Gerberry of Bank of America. Your line is open.
Unidentified Analyst:
Yes, thanks for taking my question. This is [Bhavan] (ph) on for Jason Gerberry. So, I just wanted to focus on China. Do you have any exposure to upcoming rounds of VBP? And if so, can you size and provide some timing when you'd expect to see any impact? Thank you.
Michael Goettler:
Okay. Good morning. Thank you for the question. Rajiv, do you want to talk about VBP in China?
Rajiv Malik:
Yeah. Yeah. Thanks Bob. I think -- as far as China is concerned, we have been living with this evolving healthcare policy, VBP. Now you are in the UK, with URP, lived through COVID cycles. And we continue to see a strong performance from one of its kind. I think it's a very strong commercial infrastructure. So we have -- our team has managed the business well, the transition well. And both the channels, the hospital channel as well as retail channel continue to perform better than our expectations.
Michael Goettler:
Okay. Next question please.
Operator:
Our next question is from Elliot Wilbur of Raymond James.
Elliot Wilbur:
Thanks. Good morning. Just one question for Sanjeev. I just wanted to get a little bit more detail in terms of the change in outlook with respect to FX and then the anticipated impact on the EBITDA and free cash flow line. So I think at the beginning of the year, when you first provided initial outlook, you talked about an FX impact roughly $350 million, then there was an anticipated negative impact of about 35% of that to the EBITDA line. Now, obviously, you have a much bigger potential headwind coming from FX, but not really any impact to the EBITDA or free cash flow line. So maybe you could just go into a little bit more detail in terms of what's offsetting that, whether it may be just effectiveness of your hedging programs and some hedging gains. Or if it's really just more about the natural mix of the business and then just having the appropriate natural offsets or hedges to that? Thanks.
Sanjeev Narula:
Thanks, Elliot. So let me unpack that, just a couple of things I want to just -- so first of all, I think put the FX aside, as we've said in our opening remarks, business is performing very well operationally. Whether you look at segments, you look at new product revenues, our spend management, cash flow generation pipeline business is performing as expected, if not slightly ahead for the first two quarters. And that's the outlook we have for the rest of the year. So that's -- keep that in the mind that that's kind of what is going on. In terms of FX, when we gave our guidance back in February, we had anticipated approximately 2% FX impact, roughly $350 million in the top line. And that's what we showed that in that guidance chart. And then what has happened is when we came out in May for our first quarter call, we highlighted that there's going to be additional 2% FX impact on top of that, based on the rates as they were at the time of our conference call in May because dollar has further strengthened. Now when we are in July, that's what we've upgraded, we updated the guidance. The overall FX impact on the top line is incremental of 5%. So 2% was built into the guidance, 5% is what we have. That's the 7% that we've gotten later. And that's just a function of, Elliott, 70% of our business is non-US dollar denominated. 45% of foreign exchange impact comes from euro. And euro is at historical low, as you know about that. We do have the hedging programs in the company, the industry standard layering we do, and to the extent we can. And this -- the impact that we talked about is reflective of that. Coming to the last part of your question in terms of how we are able to offset that. Clearly, we are able to offset because of the operational strength of the business. So if you look at the EBITDA, we have done -- so far, we are ahead of gross margin, because of the favorable mix in terms of our product segment and excellent control on the cost of goods. And then on the SG&A line, we are doing better with synergies and disciplined expense management. Both is going to help on the EBITDA line to be able to offset the impact of that. And as you noticed, we've actually increased the gross margin midpoint by a 50 basis points on a full year basis because of the strengths that we’ve seen in our business so far. Coming to the last point about free cash flow, we've actually done very well, as you see in the first two quarters, over 40% versus last year. We continue to see strength in our cash optimization initiatives. That will actually help. And then there's some lower on CapEx cost that we're going to be able to offset. So we feel very confident about the EBITDA range and the free cash flow range that we provided.
Michael Goettler:
Next question please.
Operator:
Our next question is from Chris Schott of JPMorgan.
Chris Schott:
Great. Thanks so much for the questions. I just want a little bit more color on additional divestitures in terms of just how far along are these discussions? And maybe kind of more broadly, does the rising rate environment that we're currently in, is that impacting how prospective bidders are thinking about valuation or even just the sort of assets that you may be looking to sell? So just any more color on that would be much appreciated. Thank you.
Michael Goettler:
Chris, good morning. Thanks for the question. Look at our company's opening remark, let me first talk a little bit of Biocon. The progress there is clear. We're making good progress. We received all the antitrust clearances. And we made good progress with our partner. Biocon also is setting up TSAs, talking about transition and all of these things. So that's on track for closing in the second half. We're very, very confident about that. Now on the other divestitures, I also said we're on track. We said we're going to close this by the end of 2023. And we're making good progress there as well. And as far as evaluation is concerned, really it's not so much of a concern for us at the moment. I think these are high-value assets. They're a well-performing business. So fundamentally, nothing changed on that, and we'll give an update as we go along. Next question?
Operator:
Our next question is from Umer Raffat of Evercore.
Umer Raffat:
Hi, guys. Thanks for taking my question. I have a question or clarification, if I may. On capital allocation, especially after the Biocon deal closes, there's been an investor question on how the dynamic nature of the market right now could or could not impact how you're thinking about whether you will have preferences around buyback versus debt pay down versus possibly SMID biotech M&A. So I'd be curious what your latest temperature is on that. And also on the glatiramer study, is the data in-house already? Because it looks like the 52-week endpoint was hit back in May time frame. So I'm just trying to understand sort of the amount of time it's taking to get the data processed. Thank you very much.
Michael Goettler:
Very good. So I'll take the first question, and Rajiv, maybe you can address the second one. So Umer, on capital allocation, look, we're very consistent. Our strategy is very clear. First of all, the basis, we're confident to meet our 2022 and 2023 financial commitments, which includes dividends. You saw our Board has, yet again, declared $0.12 per share dividend. Debt paydown, Sanjeev gave you an update on about the progress, the good progress we’re making there and then maintaining investment grade. That's the baseline. As we look ahead, we expect to close the Biocon transaction in the second half of 2022, which will provide us optionality and flexibility with disciplined capital allocation. And then the other non-core asset divestiture also remain on track for 2023. So with regard to share buybacks, other capital allocation decisions, we'll make those decisions with value for shareholders in mind at the right time and for the right reasons, considering all the circumstance and effect. And Rajiv, you want to talk about--
Rajiv Malik:
Yes. And Umer regarding the GA once monthly, as you remember, we had already indicated that about 10% of the patients for this trial were in the Ukraine. And in fact, we were anticipating at one point of time, there might be more delay in managing that, but I think the team did a great job. And we go to -- at my prepared remarks, as I mentioned, we will having a readout of these results sometime in the middle of the September. So, we're looking forward to that and sharing with you -- with all.
Michael Goettler:
Okay. Next question please.
Operator:
We'll take our next question from Gary Nachman of BMO Capital Markets.
Gary Nachman:
Hi. Thanks. Good morning. On your scaling back efforts on spending in order to manage the EBITDA you face these FX headwinds, how much of that will come back? And how much of these costs are permanent? So, how much was, I guess, from original cost synergies? And how much of that might be new? And then just talk about some of the other levers that you have to improve cash flow, like the working capital and the reduction in CapEx. How should we think about those trends going forward? And then also the improvements in gross margin, how that should trend for rest of the year and into next year? And how durable those improvements are? Thank you.
Michael Goettler:
Sanjeev, I would ask you to start on that and maybe, Rajiv, you can add.
Sanjeev Narula:
Okay. Sure. So, Gary, let me take all three items one by one. So, clearly, as you heard in our remarks, we are managing our synergies and integration very well and expect to achieve our synergy target that we laid out. And then we're doing exceedingly well on managing the expenses. So, clearly, all those items are going to stick. And there is clearly obviously some benefit that we're getting because of the FX, as you see. But all the items that we are seeing, in terms of our SG&A line, are sticky and sustainable over a period of time. Clearly, as we look for the second half of the year, there is going to be a little bit of a ramp-up because of the timing of the spend. But overall, we feel good about the trajectory of our SG&A line. With regard to, again, on the free cash flow, the improvement that we're doing are of permanent nature. These are fundamental drivers of working capital, whether you're looking at how we pay, how we receive, those are fundamental drivers of the changes that we're doing and how we operate, and they're going to stay with us. And clearly, there is some benefit that we're getting this year a little bit on the lower CapEx. But essentially the broader point about improvement in cash flow will sustain and help us on the coming years and then lowering one-time cash costs, which is again is a permanent benefit that we see as we go forward. The last item is on the gross margin. Clearly, as we see in the first two quarters, we have a better product mix. We're getting better products, the higher gross margin and from geographies, which have a higher gross margin, and that our cost controls are doing very well on the cost lines. So, again, those benefits are going to stick with us for the remaining of the year. And then as we come out with the next year's guidance, we'll provide more details on that.
Michael Goettler:
Yes. And I think overall, overall comment I would make is our business is strong. We now have six quarters of strong operational performance. This is not that -- we're not in the cost-cutting business or cost-cutting or achieving results. We're doing this to set up the business and strengthen the business over the long-term. Next question.
Operator:
Our next question is from Greg Fraser of Truist Securities.
Greg Fraser:
Good morning folks. Thanks for taking the question. On the glatiramer program, what's the bar for success in the Phase III study? Is that perceived look similar to capacity on tolerability of favorable? Is that a win? And how are you thinking about the commercial potential of that product? Thank you.
Michael Goettler:
Sorry, just for clarification, you're a little bit unclear. Which study are you asking about?
Greg Fraser:
The glatiramer once-monthly.
Michael Goettler:
And what was your question, sorry?
Greg Fraser:
The bar for success and what you're hoping to see in that study and also how you're thinking about commercial potential.
Rajiv Malik:
Yes, it's on the RRMS. And very clearly, we are looking into the improvements around that. It's not the progressive study, a relapsing one. And that -- it's very much at the moment with the indication of the Copaxone is. What we are looking forward is the effectiveness once-monthly.
Michael Goettler:
Yes. It's a monthly [indiscernible] drug.
Rajiv Malik:
Yes. [indiscernible]
Michael Goettler:
Next question, please.
Operator:
Our next question is from Ash Verma of UBS.
Ash Verma:
Hi, guys. Thank you for taking my question. So just wanted to understand the levers for 2023 top and bottom line. We see consensus are 16.5 and 5.8 EBITDA. Does that look like the right ballpark to you, or just directionally speaking, your partner, Biocon, recently identified biosimilars like $1.1 billion and $250 million top and bottom driver for 2023. So as you look at your 2023 numbers, does the consensus represent like an adequate step down to you? And my second question is, just around like investing in the business. So, clearly, you're absorbing a lot of cost on the OpEx side. How is inflation playing in all of this? You haven't made any comments on that. I'm just curious, how much of the OpEx is being driven up by higher inflation that is resulting you to optimize your spend base even more versus than you would have otherwise?
Rajiv Malik:
Thanks. Yes.
Michael Goettler:
Thank you. So we're not giving 2023 guidance. So that's what I would just say for the first question. For the second business, look, our business is strong. And I want to remind you, we were actually -- when we give guidance, we already foresaw and included inflation in the guidance that we gave. We're actually, I think, one of the few companies that did that. And so, versus that, at the time, we are performing as expected, and the business will go, is very strong. Rajiv, anything you want to add?
Rajiv Malik:
No. I mean, the only thing I will add, we are not cutting the cost to manage it. It's exactly -- we are running and driving the business as we had planned. And we are hitting on all cylinders to -- whether it's by segment or by operations or it's for the cost of goods.
Sanjeev Narula:
And the refined point is, again, continue to look at the cash flow generation. As you saw that in the sixth quarter, it's very, very strong. And as you get into the next year, those benefits will continue. And that as we reduce the one-time cash costs, you're going to continue to see significant cash flow generation of the company.
Michael Goettler:
Okay. Final question, please.
Operator:
We'll move next to David Amsellem of Piper Sandler.
David Amsellem:
Thanks. So just had a couple of high-level questions, just on capital deployment. And certainly, you've talked about this in the past. But as you start looking at assets to buy, do you start to look at prioritizing share buybacks differently, or not prioritizing them at all? And then, also, as you're looking at assets to buy a larger transaction down the road, how do you think about the dividend? Just help us understand your latest thought process. Thank you.
Michael Goettler:
Sure. David, let me reiterate again that we've been very clear and consistent about what our capital allocation priorities are. Again, there is -- so the base, the base is that we need to hit our '22 and we will hit our '22 and '23 financial commitments, that includes the dividends. We're committed to a dividend, that includes debt paydown, which we're very committed to and it improves maintaining investment grade. Then with the divestitures we have, we get optionality. The Biocon transaction for the first time, which we expect to close in the second half, we get optionality. And then with the other core assets, which we are on track for end of '23, we get additional optionality. And we do make the right decisions with shareholder value, in mind at the right time for the right reasons, given all the circumstances at that time, right? So -- but you know where our commitment is on that. On assets that we're looking at for business development, nothing really has changed from the analysis that we did. We continue to believe that the therapeutic areas that we pick from moving up the value chain are the right ones. I think that gets confirmed. And -- but we also continue to be GA agnostic. And as we said, we look at all opportunities. The global health gateway, as you said is always is an integral part of our strategy. It's integral part of our business model to leverage our global infrastructure, to leverage the commercial platforms that we have, to strengthen the business for the long term. We're very disciplined about this. I think we've proven that over the last six quarters. They should always expect us to look at all opportunities, organic or inorganic as we go on.
Rajiv Malik:
And David, to your point about dividend, just kind of want to reiterate. Commitment to dividend continues to be a priority in returning capital to shareholders, that's very important for us, and that will be a priority as we go forward.
Michael Goettler:
I think we have time for one more question, operator.
Operator:
We'll take that question from Nathan Rich of Goldman Sachs.
Nathan Rich:
Hey good morning. Thanks for the question. I'll ask both upfront. First, I wanted to ask on whether you've seen any change in underlying pricing trends for the generics portfolio. I think kind of looking at results from peers so far this quarter. The updates have been a bit mixed. I'm just curious kind of what you're seeing? And then is inflation changing the conversation with the buying groups at all and maybe potentially support to pricing going forward? And then you highlighted the progress with the Biocon divestiture. I guess could you give us an update on the other kind of noncore assets that you might be looking to divest? And kind of what you're seeing currently in terms of timeframe for when we might hear more on that front? Thank you.
Michael Goettler:
So let me take the second question first, because only out to that is, we're on track for end of '23. And we're going to give you updates as we go along as it happens. On the pricing dynamics, I think, very important you understand the difference in the portfolios between different companies that make comments on it. And Rajiv, maybe you can comment.
Rajiv Malik:
Yes. any price -- underlying pricing trend is an outcome of the portfolio. And we have, for years consistently work to shape of our portfolio to have – yes, of course, we will have some generic commodities, but more and more of the complex hard to make mix, with a different sort of erosion profile. And as an outcome that I can talk not of this quarter, but for the last several quarters, we have consistently seen. At a company level, we have a price erosion of about -- at an enterprise level at about 3%, 4%. When it comes to North America, even at this quarter, exceptional items, we have seen about 4% price range. So we see the continuing trend of mid-single digits. Now has inflation change the pricing? Some of these discussions we would expect that and what has actually started making a difference is the buyers are also seeing rationalization, as every company is undertaking, especially it on oral solid products. They see – they would see that many companies discontinuing those products and I think that’s sending a bigger message to the buyers that the sustainability of this very important industry is first time, I think is coming would being put on the table when we go back and have those discussions because the cash flows of this business are so important for us to reinvest in and brining in more and more hard to make products like whether its Advair or Symbicort and that can go on. So there’s a balance and I think there’s a discussion which is right at this time on the table and I am glad that we are having those types of discussions rather than just fighting discussions.
Michael Goettler:
Okay. I think that concludes our quarterly earnings call from Viatris. Hope you got the message. We’re hitting on all cylinders operationally. We now demonstrate – which we’re proud of six quarters of strong consecutive operational performance was taken to our -- and delivering on our financial commitments. And we're also making great progress on our reshaping initiatives. And we look forward to updating you more as we go along. Thank you very much.
Operator:
This does conclude today's Viatris 2022 second quarter earnings call and webcast. Please disconnect your line at this time, and have a wonderful day.
Operator:
Good evening. And welcome to Oyster Point Pharma’s First Quarter 2022 Earnings Conference Call. My name is Shannon, and I will be your operator today. After the company’s formal remarks, there will be a question-and-answer session. At this time, I would like to turn the call over to Mr. Arty Ahmed, Oyster Point Pharma’s VP, Investor Relations. Please go ahead.
Arty Ahmed:
Thank you, and good evening, everyone. And welcome to Oyster Point Pharma’s first quarter 2022 earnings conference call. This evening, we issued a press release containing our financial results and recent business highlights for the first quarter ended March 31, 2022. In addition, our news press release and Form 10-Q, which were filed with the SEC after the close of market today are available on our website under the Investors and Media section at www.oysterpointrx.com. Joining us on our call today are Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma; Dan Lochner, our Chief Financial Officer; and John Snisarenko, our Chief Commercial Officer. Following our prepared remarks, we will open up the line for questions. Please note that during the call today, we will be making forward-looking statements regarding potential future events, including statements on Oyster Point Pharma’s potential future financial status and results of operations and our plans and potential for success relating to commercializing TYRVAYA Nasal Spray. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. For a description of these factors, please see our quarterly report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC after the close of the market today. I will now turn the call over to Dr. Jeffrey Nau, our President and Chief Executive Officer.
Dr. Jeffrey Nau:
Thank you, Arty. Good evening, everyone, and thank you for joining us on the call today. 2022 continues to be very exciting for Oyster Point. We have had a great first quarter and I am pleased to report strong quarterly results related to the sales of TYRVAYA. In November 2021, we launched TYRVAYA as the first and only FDA-approved nasal spray for the treatment of signs and symptoms of dry eye disease. Today, I will provide you with an update on the commercial progress during our first full quarter in the marketplace and perspectives on the significant opportunity ahead for us with TYRVAYA Nasal Spray. I will then review additional business highlights and our pipeline progress. Dry eye disease and ocular surface disease in general has historically been addressed by topical eye drop therapy. Topical dry eye disease drops can stay and burn when administered to an already irritated ocular surface often resulting in poor patient compliance. Compounding the problem of patient compliance and persistence is the fact that these products often take such a long time to work for most patients. TYRVAYA Nasal Spray is an effective treatment option with a new innovative pathway to treating the signs and symptoms of dry eye disease for the estimated 38 million people impacted by dry eye disease in the United States. Over the past few months, I have spent a considerable amount of time in the field throughout the United States, meeting with eye care professionals and listening to their feedback. I continue to see high levels of interest and enthusiasm for TYRVAYA among the eye care community. Ophthalmologists and optometrists consistently tell me they are excited to finally have an effective, well-tolerated treatment option with a new mechanism of action, leveraging the biologically active natural tear film to treat dry eye patients. Most importantly, though, we are hearing significant positive feedback from dry eye disease patients on their satisfaction with TYRVAYA and continue to be encouraged by the stories from patients using TYRVAYA, as their first prescription dry eye therapy, as well as for those who have tried and failed many of the other existing prescription dry eye therapies. In addition, I want to take a moment to congratulate the Oyster Point team for the amazing work that they are doing to significantly advance patient care in ophthalmology and optometry. In my estimation, we truly have the best team in the eye care space. In the first quarter of 2022, approximately 19,000 TYRVAYA prescriptions were filled and these were written by over 4,500 unique prescribers. The company recognized $2.7 million of net product revenue related to sales of TYRVAYA during the quarter. Since our last earnings call, Oyster Point’s market access team has made significant progress in establishing formulary coverage for TYRVAYA with top payer organization. According to a third-party syndicated source, TYRVAYA now has commercial coverage for up to approximately 95 million lives or 52% of all U.S. commercial lives. Additionally, we have continued to support patients in getting access to TYRVAYA through our unique patient assistance program, Team TYRVAYA. John Snisarenko will shortly provide details regarding the commercial performance of TYRVAYA during the quarter. Beyond the United States, we continue to engage with international partners with a goal of leveraging our product portfolio, evaluating additional strategic opportunities and providing our shareholders with long-term value. During 2021, the company entered into an exclusive licensing agreement with Ji Xing Pharmaceuticals to develop and commercialize OC-01 and OC-02 nasal sprays in China, where over 200 million people are impacted by dry eye disease. On March 21, 2022, Ji Xing announced regulatory clearance to conduct a Phase 3 clinical trial of OC-01 nasal spray for the treatment of the signs and symptoms of dry eye disease in China. This progress demonstrates the potential for OC-01 nasal spray to be a disruptive therapy for dry eye disease in China. We are excited to continue to partner with Ji Xing in their efforts to initiate the Phase 3 clinical trial, as we add to the clinical evidence supporting TYRVAYA’s safety and effectiveness in the large population of patients of Asian descent. Moving on to our pipeline, while we remain focused on continuing the successful execution of our commercial plan for TYRVAYA, our R&D team is committed to developing breakthrough therapies that address clinical unmet needs in eye care. We are excited about the potential for OC-01 to play a role in treating Stage 1 neurotrophic keratopathy, which may represent as much as 15% of the 38 million dry eye disease patients in the United States and can overlap with other co-morbidities such as late-stage diabetes. We believe that activating the natural tear film via the trigeminal nerve is an innovative approach to treating NK, as currently available dry eye therapies such as anti-inflammatories and immunomodulators do not address the underlying disease process. We continue to enroll patients in our OLYMPIA Phase 2 study of OC-01 nasal spray aimed at treating Stage 1 NK. We remain on track to expect results of this trial in the second half of this year. Additionally, a lead asset from our enriched per film gene therapy platform, OC-101, an AAV vector encoding human nerve growth factor for the treatment of Stage 2 and 3 NK has been progressing in preclinical animal studies to support an IND filing. Much like the promise of mRNA technology harnessing the body’s cellular machinery to address infectious diseases and cancer, we believe that injecting AAV into the lacrimal gland could change the way we think about therapeutic delivery of protein peptides and enzymes to treat disease in the ocular surface. Key milestones in these studies included the safety of the intralacrimal gland injection procedure as well as the production and secretion of nerve growth factor into the T cell. We have now observed positive results across multiple animal studies with nerve growth factors secreted into the tear film as early as seven days post injection and continuing through our last assessment of 42 days. Importantly, the intralacrimal gland injection has been safe and well tolerated in all studies, even in a safety study where we administered repeated injections. Topical nerve growth factor has already been shown to heal the corneal epithelium and improved corneal sensitivity in humans. However, current treatments are expensive and laborious, involving topical drops applied as many as 8 times per day over 56 days and needing to be constantly refrigerated. Our platform aims to harness the body’s own machinery in turn reducing cost, increasing patient compliance and raising the quality of life for Stage 2 and 3 NK patients. We plan to meet with the FDA in the second half of this year to progress this excited therapy. In summary, I am very pleased with the company’s performance in the first quarter of this year. I am encouraged by the strong commercial performance of TYRVAYA in its first full quarter of sales post approval, as well as the progress we are making on our exciting pipeline. At Oyster Point, we strive to deliver innovative and transformative therapies for ophthalmic diseases with unmet needs. This vision guides our work every day and is reflected in the company’s achievements so far in 2022. I will now turn the call over to John Snisarenko, Oyster Point’s Chief Commercial Officer to discuss our commercial activities related to TYRVAYA.
John Snisarenko:
Thank you, Jeff, and good evening, everyone. We are very excited about the progress we have made during the quarter. I am happy to report continued strong uptake of TYRVAYA nasal spray six months post launch. Our vision for TYRVAYA has always been to transform and improve the lives of the estimated 38 million people in the U.S. alone who experience dry eye. As Jeff highlighted previously, we are very pleased with the first quarter net product revenue of $2.7 million. Sales force have been meeting with and educating eye care professionals or ECPs, including both optometrists and ophthalmologists. In the first quarter of 2022, approximately 19,000 prescriptions have been filled and were written by over 4,500 unique ECPs. This reflects the enthusiasm for TYRVAYA from ECPs and patients alike. TYRVAYA’s market position continues to strengthen as it increasingly considered an exciting and effective new treatment for the signs and symptoms of dry eye disease. Additionally, our market access team has had continued success in securing coverage for TYRVAYA with top payer organizations. As mentioned during our last earnings call, effective February 19, 2022, TYRVAYA was placed on Express Scripts National Preferred basic and high performance formularies, which collectively make up around 26 million lives. Since then, we have successfully obtained coverage with additional payers. According to a third-party syndicated source, TYRVAYA now has commercial coverage for up to approximately 95 million lives, which represents 52% of all U.S. commercial lives. As we continue to gain commercial leverage, we expect an increase in the propensity of physicians to write prescriptions for TYRVAYA. We are pleased with the progress in commercial coverage of TYRVAYA since launch and anticipate receiving coverage determinations for all major commercial payers in the U.S. by mid-2022. In addition to commercial coverage, we expect Medicare coverage determinations in time for 2023. During the first quarter, we continued to offer patient support program known as Team TYRVAYA. By leveraging technology and experience, this program has helped patients get access to TYRVAYA with multiple benefits, including assistance in ensuring home delivery and support in the insurance process. For more information on Team TYRVAYA, please visit the website www.tyrvaya-pro.com. In addition, we continue to observe strong refill rates for TYRVAYA. Since launch, approximately 65% of prescriptions have been refilled within 60 days, which is an indicator of a positive response for patients and confidence from ECP. As expected, a few months post launch, there are ebbs and flows in the progression of new and total prescriptions written. Given TYRVAYA’s novel mechanism and route of action, many prescribers want to see the patients back four-week to eight-week after starting treatment to evaluate response to TYRVAYA. Despite strong progress in establishing commercial coverage and offering a best-in-class patient support program, we are consistently optimizing our approach to drive growth in prescriptions. For example, we are continually refining our sales rep direction and incentive comp to drive new prescribers and depth of prescriptions per prescriber. Additionally, we are continuing to explore ways to maximize fill rates across our distribution network. Also, to further promote TYRVAYA, we just launched peer-to-peer speaker programs in April. So with six months of launch learnings, we continue to fine-tune our tactics and optimize our approach to drive TRx and NRx. Our multifaceted marketing approach continues to be led by education and promotional efforts directed toward eye care professionals and patients. This is supported by direct-to-patient digital campaigns that emphasize TYRVAYA’s unique benefits, including the simpler nasal spray administration and unique mechanism of action. Direct marketing efforts have been bolstered by leveraging the latest technology, including virtual detailing, digital and social media activities and partnerships, as well as best-in-class analytics. Additionally, our use of digital pharmacy system has made the process of procuring TYRVAYA even simpler for patients. We intend to continue using the latest technologies and most effective strategies to drive adoption and market share of TYRVAYA. I remain very proud of our commercial team’s continued efforts and success during the quarter. I will now turn the call over to Dan Lochner, Oyster Point’s Chief Financial Officer to discuss our first quarter financial results.
Dan Lochner:
Thank you, John. I will now provide a brief overview of Oyster Point Pharma’s first quarter financial results. Additional details about our first full quarter can be found in our Form 10-Q that was filed with the SEC this evening. For the first quarter of 2022, Oyster Point Pharma reported a net loss of $47.9 million compared to a net loss of $18.9 million for the same period in 2021. As of March 31, 2022 cash and cash equivalents were $143.4 million, compared to $193.4 million as of December 31, 2021. Net product revenues for the first quarter 2022 were up approximately $2.7 million following the commercial launch of TYRVAYA in the U.S. in November 2021. The company did not generate any revenues during the three months ended March 31, 2021. Cost of product revenue for the three months ended March 31, 2022, was $0.3 million and consisted of product royalty expenses, third-party manufacturing costs, reserves for inventory obsolescence and material cost of $0.7 million. This was partially offset by a $0.4 million of supplier credit recognized during the three months ended March 31, 2022. Inventory manufactured prior to the FDA approval of TYRVAYA nasal spray was charged to R&D expense, and as a result, the company expects the unit cost of product revenue will be lower until the company fully utilizes the product that was manufactured pre-FDA approval. The company started expensing pre-approval inventory 2020. The company’s sales and marketing expenses increased by $22.4 million during the three months ended March 31, 2022, compared to the same period in 2021. The increase was primarily due to higher payroll related expenses of $11.6 million, inclusive of an increase in stock-based compensation of $0.7 million, as well as sales commission expense, which was driven by onboarding a commercial field force in the second half 2021. The company also incurred higher marketing expenses of $8.5 million in connection with advertising, sample expense, trade shows and other marketing efforts related to the U.S. commercial launch of TYRVAYA. The company’s general and administrative expenses increased by $4.4 million during the three months ended March 31, 2022 compared to the same period in 2021. The increase was primarily driven by increased payroll related expenses of $2.6 million due to an increase in headcount to support the company’s business operations, inclusive of an increase in stock-based compensation of $0.7 million. The company also incurred $1.3 million of other general and administrative expenses related to accounting, legal and other professional services and insurance. The increase in these other general and administrative expenses was driven by the company’s transition from a clinical stage to a commercial stage company. The company’s research and development expenses decreased by $1.1 million during the three months ended March 31, 2022, compared to the same period in 2021. The decrease was primarily due to lower expenses after FDA approval of TYRVAYA in October 2021. The company incurred interest expense of $3.1 million during the three months ended March 31, 2022, related to the credit agreement with OrbiMed. Interest expense included contractual interest of $2.1 million, as well as noncash expense of $1 million related to the amortization of loan commitment fees and accretion of other long-term debt related costs. The company had no interest expense during the three months ended March 31, 2021. With that overview of our financials, I will now turn the call back over to Operator to open the line for questions.
Operator:
Thank you. [Operator instructions] Our first question comes from Ken Cacciatore with Cowen and Company. Your line is open.
Ken Cacciatore:
Hey, team. Well, a lot of good metrics here. I just want to tick through a few of them. On the pricing, it seems like you are actually driving that a little faster than we would have thought. So the gross to net here of 75%, I am seeing like a per prescription valued about $140. Just wondering, can you talk about the pacing through the balance of the year? And then maybe that would dovetail to the consensus is around $30 million, it looks as kind of we peak in our model and some of these metrics, you are nicely on track, but wondering if you would speak to that. And then also, John gave some nice data points around the refill rate. Can you just talk about that in comparison to Restasis and Xiidra, so we have a little bit of a feel for where that compares? Thanks so much.
Dr. Jeffrey Nau:
Yeah. Thanks, Ken. I will jump in. As we progressed through Q1, we clearly have a little bit more clarity on various gross to net items related to folks on bridge or on commercial based product. So we are happy where we came in, in Q1. We would expect Q2 to be more or less around where Q1 is and then an improvement in the second half versus the first half. And then related to the revenue outlook for 2022, while we haven’t at this point provided that guidance, of course, we have seen continual growth in prescriptions and TRx, which John will get a little bit more into, we are comfortable with where our consensus is that.
John Snisarenko:
Hi, Ken. Thanks for your question on retail rates. Yes. We are quite pleased with the initial refill rates. So we are seeing kind of aggregate around 65% refilled over 60 days. The interesting stuff is that we have seen actually patients that were put on TYRVAYA in the early parts of launch November, December that are still on drug, getting their six refills now in six months in. So in comparison in Xiidra and Restasis, I mean, we haven’t quite done the math to see what persistence will be. But with these retail rates, we do feel that we are really performing a little bit above expectations on TYRVAYA’s persistence rate. So we will get that number for you as the year progresses. But, overall, the indicators are quite positive on the acceptance of TYRVAYA by both patients, as well as our prescriber base.
Ken Cacciatore:
Okay. And then, John, maybe I will sneak one more in. In terms of the prescribers, can you talk about repeat prescribers, kind of what percent you are seeing, obviously, you are nicely expanding the clinician base, but if you have that data point.
John Snisarenko:
Yes. In terms of unique writers, we mentioned for Q1, we were close to 4,500. If I am looking launch to-date, we are now at 5,500 and a good proportion of them do repeat and write, we are currently running around 75% of those. One thing we have fine-tuned in our launch is when we initially went out with time to breadth of prescriptions, we are now also doing a lot of follow-up calls to make sure that the prescription, the physicians that have already written a prescription actually continue to follow up with their patients and continue to write. So that’s been a bit of a fine-tuning in our approach and we are seeing kind of higher and higher repeat prescriptions based on that.
Ken Cacciatore:
Okay. Thanks so much. I appreciate it and keep up the good work.
John Snisarenko:
Thanks, Ken.
Operator:
Our next question comes from Chris Neyor with JPMorgan. Your line is open.
Chris Neyor:
Great. Thanks for taking the question and…
Operator:
Chris, your line is open.
Chris Neyor:
Great. Thanks for taking the question and congrats on the progress. First one on payer coverage, just wanted to get a bit more color on the additional covered commercial lives you added. Were these patients kind of downstream from ESI or were there additional kind of major payers that you brought onboard or any additional color you could provide there would be helpful?
Dr. Jeffrey Nau:
Yeah. Thanks, Chris. Yeah. We did have some downstream plans from ESI that continue to be added to the original national formularies. I think there’s another big group, the UnitedHealth Group that was added during the period, Kaiser, Tricare and we are very pleased that we are now able to be providing covered drug to the VA as well. Those are kind of the top six plans and payers that make up the majority of those 95 million lives that we currently cover.
Chris Neyor:
Great. That’s a great progress to hear. And maybe just one kind of tangential but related point. So if we think about kind of the expansion of coverage through the remainder of the beginning of the year and you guys have had the bridge program in place. So how effective has that been really for patients who are either facing script rejections or who don’t currently have coverage, how successful you have been in bringing those patients over and making sure they actually do get scripts? I noticed oftentimes there could be some timing issues and there can be some friction in getting them to the patient hub. So maybe some color there and then also should we expect that as you expand coverage that we are going to see some flow-through in terms of the script trends or should we think about that impact being more on pricing?
John Snisarenko:
Yeah. Let me comment first on the -- our progress with commercial payer listing. So we do expect coverage determinations by midyear this year with the other two large PBMs that control the majority of commercial lives. So while we are awaiting that coverage, we do encourage our physicians to enroll the patients into our Team TYRVAYA program. If they are deemed insured, but not covered at automatically get enrolled into our Bridge program. And we have seen very, very good kind of fulfillment rates through our partner, 90% of those scripts that do get processed and get shipped to the patients, so very, very pleased with that partnership with our third-party hub provider. And as we do get additional commercial listings on board, we expect to start to convert these patients to revenue patients over time. And we will keep that Bridge program going while there’s still a need for the patients. So we want to make sure that if an appropriate patient deemed to be prescribed TYRVAYA and the physician feels that the patient is appropriate that we want to make sure that, that script gets to that patient.
Chris Neyor:
Great. Thanks. That’s it from my end.
Operator:
Thank you. [Operator instructions] Our next question comes from Patrick Dolezal with LifeSci Capital. Your line is open.
Cory Jubinville:
Hi. This is Cory on for Patrick. Thanks for taking our questions. Just a quick one from us. So looking forward into 2022, how do you plan on or how is your commercial strategy looking to shift over the course of the year? Do you have any granularity on when a DTC focus might emerge, and when that does occur, what are some of the implications you have on cash burn and runway of that campaign?
Dr. Jeffrey Nau:
Yeah. So I will talk a little bit around the DTC efforts. Right out of the gate, we launched a lot of digital efforts targeting both the patients, as well as our physicians. So a lot of focus on social media, on search, on digital efforts and then very, very targeted. We don’t plan to really go broad on DTC until we get good coverage, not just commercially, but in 2023, we do want to -- we do expect to get Medicare coverage only then we will start to consider kind of a broader DTC effort. We feel that we -- more targeted digital efforts that we have started since launch have been working quite well for us.
Cory Jubinville:
Got it. And can you provide any additional guidance on where SG&A spend might net up going forward, and thinking about cash runway, what are some of the near-term payouts you are anticipating from the Ji Xing agreement and is this included in your guided cash runway?
Dan Lochner:
Yeah. So, at the moment, I would say that our OpEx as reported in Q1 would likely remain pretty consistent on a quarterly basis going forward throughout 2022. We have really built out all the internal infrastructure to effectively market TYRVAYA, whether it’s on the SG&A side, as well as everything that we need provision on the R&D side. So stopping short provided quarterly consensus, I would say that, we feel comfortable with the current OpEx run rate and then we will look at that as we enter into 2023, of course, adding an additional buckets of capital, as John alluded to, on the DTC spend. To-date, we have been pretty adamant on taking a direct to patient perspective with digital and we have been spending a decent amount of capital on social media, that John can kind of speak a little bit closer to. But at the current cash runway, we are still seeing about 12 months forward on our current budget.
Cory Jubinville:
Excellent. Thanks for taking our questions.
Operator:
Thank you. I will now turn the call back to Dr. Nau for closing comments.
Dr. Jeffrey Nau:
Thank you, Operator. And thanks for all of you for joining the call today. In closing, we hope you have a clear picture of the strong trajectory of TYRVAYA, as a truly unique and innovative option for the treatment of dry eye disease. We are extremely excited about the potential for significant growth ahead for TYRVAYA, as well as our pipeline assets. We endeavor to continue to bring transformational ophthalmic therapies to patients, while delivering long-term value to shareholders. I want to thank everybody for joining the call today. Have a great evening.
Operator:
This concludes today’s conference call. Thank you for participating. You may now disconnect.
William Szablewski:
Good morning, everyone. I'm Bill Szablewski, Global Head of Capital Markets for Viatris. It is my pleasure to welcome you to our Investor event. With us today is our CEO, Michael Goettler; our President, Rajiv Malik; and our CFO, Sanjeev Narula. We have a lot to share today regarding the reshaping of Viatris into a simpler, stronger and more focused company. But before we get started, I need to cover off a few disclaimers. During today's investor event, we will be making forward-looking statements on a number of matters, including our financial guidance for 2022 and various strategic initiatives. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to today's slide presentation or the press release that we furnished to the SEC on Form 8-K earlier today for a full explanation of those risks and uncertainties and the limits applicable to forward-looking statements. We will be referring to certain actual and projected financial metrics of Viatris on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered as a substitute for or superior to financial measures calculated in accordance with GAAP. The most direct comparable GAAP measures as well as reconciliations of non-GAAP measures to those GAAP measures are available on our website at investor.viatris.com and in the appendix of today's slide presentation. The information discussed during the presentation, except for the participant questions, is the property of Viatris and cannot be recorded or rebroadcast without Viatris' expressed written consent and permission. An archived copy of today's presentation, along with a replay of the webcast, will be available on our website at investor.vetris.com, following the conclusion of today's event. With that, now I'd like to hand it over to our CEO, Michael Goettler.
Michael Goettler:
Thank you, Bill, and good morning, and welcome to Viatris 2022 Investor Event. This is truly an exciting day for all of us at Viatris; for our 37,000 colleagues around the world; and for our shareholders. Not only are we reporting strong financial results for the full year of 2021 meeting or exceeding our guidance. Today, we'll lay out for you exactly how we expect to deliver on our vision for Viatris. We'll further review with you our current pipeline, our scientific capabilities, our proven track record and how we intend to reshape our portfolio towards higher margin, more durable assets such as NCEs and 505(b)(2)s. And finally, we'll give you an update on our business performance and execution, our 2021 financial results and our 2022 guidance. Next slide, please. Now what you will see is a Viatris that is simpler, that is stronger and that is more focused. At Viatris we expect to deliver more access to patients and more value to shareholders with a durable higher-margin portfolio, significant financial flexibility and shareholder-friendly capital allocation and further enhanced commercial and scientific capabilities. And we'll lay out to you our very bold plan to reshape our company. And with today's announcement of the Biocon biosimilar transaction, we've already taken the first bold step to unlock value, accelerate our financial commitments and increase availability of capital for investing in our future or returning value to shareholders. Next slide, please. Viatris was created a little over a year ago, as you know, in November 2020, through the combination of Upjohn and Mylan. Our first year was focused in our immediate priorities of integrating the two companies and delevering our balance sheet, and we wasted no time. As you know, in December 2020, we already announced a significant global restructuring plan and executed against this plan. We defined and delivered clear financial targets, including our 2021 budget, our synergy targets, our goal to pay down $6.5 billion in debt by 2023 and the initiation and growth of a quarterly dividend. And I'm very pleased to say that we have now delivered four quarters consecutively of consistent and solid performance, meeting or exceeding our guidance. Sanjeev later will provide you more details on our full year 2021 results. Meanwhile, our pipeline achieved many significant milestones, including the historic approval of the first interchangeable biosimilar in the U.S. and the first approval of a generic to Restasis. Meanwhile, externally, we're recognized as one of the top five companies on Fortune's company that Changed the World list. We're recognized by Forbes as one of the World's Best Employers, and by Newsweek as one of America's Most Responsible Company. But most importantly, most importantly, through 2021, we conducted a thorough strategic review of our entire business. We determined what was core and what was noncore to the future of our company. And today, I'm excited to share with you the output of that review and the actions that we're taking. Today, we're announcing a significant global reshaping initiative. The Biocon biosimilar announcement is only the first-but-critical step to unlock value and reshape Viatris. And combined with other initiatives, we expect to significantly enhance our financial flexibility, accelerate our financial commitments and enable us to invest in our future, continuing to move up the value chain by expanding to more innovative areas and to return value to shareholders. Next slide, please. We're taking immediate and concrete actions to execute on that plan. To unlock value and to simplify our business beyond the Biocon biosimilar transaction, we've identified other select assets, which we expect will unlock additional value. And as we continue to execute against our plan, we will become more efficient, reduce complexity and make Viatris a simpler, stronger and more focused company. In total, we expect these initiatives to generate up to $9 billion in pretax proceeds by the end of 2023. And let me just put this in perspective. This is more than half of Viatris current market cap. In return, we're trading off approximately 20% of our current adjusted EBITDA. Sanjeev will provide you further details about our future financial profile later. And these proceeds will immediately accelerate our financial flexibility. Our financial commitments for Phase I, so that's the year '21, '22 and '23, remain unchanged
Rajiv Malik:
Thank you, Michael. As Michael just outlined, we have identified certain assets as a part of an extensive strategic review. These assets have a potential to unlock the trapped value and are potentially noncore to the future direction of the company. These assets can generate up to approximately US$9 billion of pretax total proceeds. The plan is being executed as we speak, and up to $3.335 billion of these proceeds will come from the Biocon transaction, which I will walk you through now. The transaction we announced today is the first step towards creating a simpler, stronger and more focused Viatris. Under the terms of the agreement, Viatris will contribute its biosimilars business to create what we expect to be a unique vertically integrated global biosimilars leader. It's not only the right natural next step for our partnership, but also a continuation of our biosimilars journey and enables us to participate in this space in a more optimized way while unlocking substantial trapped value. We believe this evolution positions Biocon Biologics to further optimize and maximize the biosimilars business. Viatris and Biocon started the journey together in 2009, even before the biosimilars regulatory pathway was defined in many markets. We had many successes together and continue to build upon our momentum by adding more products to our pipeline. Together as partners, we have seen this landscape evolve from a science, regulatory and customer perspective. Biosimilars are heading steadily towards a face of a mature market. And as was in the case of generics, vertical integration will prove to be decisive to stay ahead. We believe this transaction positions the company as a world-class vertically integrated biosimilars leader and will enable the new company to optimize end-to-end operational capabilities, serve market needs with competitive advantages and will have sustained power. The transaction is subject to customary closing conditions, including regulatory approvals. Viatris will receive total consideration of up to $3.335 billion. $3 billion of the consideration will be received immediately on closing, with $2 billion in cash and $1 billion of convertible preferred shares. Viatris also expects to receive deferred consideration up to $335 million. Viatris will own a stake of at least 12.9% of the combined business on a fully diluted basis. We currently expect the combined business operating as Biocon Biologics to commence an IPO in India by late '23. The deal consideration represents a transaction multiple of approximately 16.5x based on estimated '22 adjusted EBITDA of our biosimilar business of approximately $200 million. Under the terms of the agreement, Viatris will contribute its biosimilar business, which includes all the programs currently partnered with the Biocon; as well as our biosimilars program for Humira, Enbrel and EYLEA. To facilitate a smooth commercial and operational transition, we will provide via TSA select services such as commercial, regulatory and clinical. We will receive cost plus a markup of USD 44 million annually for the duration of TSA. Now I update on the share consideration. We will receive $1 billion of the convertible preferred shares that represent a stake of at least 12.9% on a fully diluted basis. We believe Viatris will be positioned to generate additional significant value through the potential upside of our ownership stake in the combined business. An IPO in India is targeted in late '23, and Viatris has a certain priority rights in IPO. Viatris will also receive customary anti-dilution and preemptive rights. On governance, Viatris will be granted 1 seat on the Board of Biocon Biologics. In terms of timing, while the transaction is subject to customary and regulatory closing conditions, we currently expect the transaction to close in the second half of '22. We expect the TSA services will end by quarter 4 of 2024. That transaction is an exciting evolution to our partnership with Biocon. I look forward to sharing more with you soon about how we will leverage the proceeds to reshape the Viatris for the future. Now I will turn it over to Sanjeev.
Sanjeev Narula:
Thank you, Rajiv, and good morning, everyone. It's been an exciting day for Viatris. Today, we announced strong Q4 and full year 2021 results and financial guidance for 2022. We've entered into an agreement with Biocon Biologics for a total consideration of up to $3.335 billion. We've also announced a plan to reshape the company, which we expect to unlock additional value. In the next few slides, I'll walk you through the reshaping initiatives underway, how it strengthens our profile, accelerates financial flexibility and enhance our capital allocation framework. Slide 15 represents an illustrative pro forma for what Viatris could look like post closing of Biocon Biologics transaction and after execution of plan for other select assets. There are a few key takeaways to highlight. First, as a result of the partnership structure and profit-sharing arrangements of the biosimilar business, the estimated 2022 biosimilar adjusted EBITDA margin is relatively lower compared to our company average. Second, looking at pro forma company, total revenue and adjusted EBITDA will remain largely intact after the transactions. Next, the Biocon transaction at roughly 16x 2022 adjusted EBITDA and estimated proceeds from other select assets are expected to unlock significant value above our company's current valuation. Finally, we expect these transactions will significantly strengthen our financial profile, unlock up to $4 billion to $5 billion of after-tax proceeds that will be deployed for investing into business and returning capital to shareholders. Turning to Slide 16. We highlight our illustrative financial profile across revenue, profitability and the balance sheet. For revenue, we plan to complement annual product revenue of approximately $500 million with business development that is targeted towards assets that fit our strategic, commercial and financial criteria. These opportunities can come in from of regional tuck-ins, a therapeutic focused pipeline and a broader distribution type arrangements via our Global Health Care Gateway. For profitability, we expect gross margins to stabilize over time given the focus on complex products that are wholly owned and not subject to partnership payments. Given our track record of success and the value upside afforded by more durable, higher margin of complex products, we intend to increase our R&D investments. We expect SG&A to continue to benefit from synergies in 2022 and 2023, averaging out at approximately 20% of total revenue. And finally, upon closing of the Biocon transaction, our balance sheet will be immediately strengthened with $2 billion in pretax proceeds to accelerate our Phase I financial commitment. Now turning to Slide 17. We expect that the anticipated cash proceeds from Biocon transaction, along with the plan for other assets, will provide additional flexibility and enhance our capital allocation framework. Under Phase I, we intend to accelerate the base plan by retiring short-term debt in 2022. In total, we intend to pay down at least $6.5 billion of debt between '21 and '23 in order to reduce our gross leverage to approximately 3x by the end of 2023. We intend to increase R&D and pipeline investment for future health of the business. As a result, we're taking a more balanced approach to capital allocation and have revised our midpoint of long-term gross leverage target from 2.5x to 3x. With the anticipated proceeds from Biocon Biologics and other select asset transactions, we expect to accelerate investment into business and return more capital through potential share repurchases. We will take a measured approach and evaluate each option against our internal hurdle rate and other criteria. Now I'll turn it over to Michael.
Michael Goettler:
Thank you, Sanjeev. Now as we said, we plan to expand our portfolio to more innovative and more durable assets such as NCEs and 505(b)(2)s, and we will do that in a very focused way. Now for this, we conducted a thorough analysis of our current strengths and capabilities, especially our scientific capabilities. We looked at market sizes and growth opportunities. We looked at the degree of unmet medical need and the opportunity for innovation, the availability of Phase II and Phase III late-stage assets. And we looked at who our competitors would be and who our prescribers are. And the results were clear. Some therapeutic areas had too much competition or too much scientific risk for us to see a credible path to leadership in the time horizon that we're looking at. Others were too small or didn't provide enough room for innovation. And as I already mentioned earlier, 3 therapy areas in particularly hit the sweet spot for us. That's ophthalmology, dermatology and gastrointestinal. Depending on the opportunity, we may not pursue all of these equally at the same time, but they represent the kind of therapeutic area where we have the ability to leverage our existing infrastructure and maximize the opportunities. Next slide, please. Viatris today already has a unique hybrid model with the requisite capability spanning from what is needed to be successful in the generic space, to a strong base for what is needed in the brand and innovator space. And we expect to further expand on the innovator capabilities as we hone in on the targeted therapeutic areas. Next slide, please. To build a durable portfolio of innovative assets, we already have a solid platform to build on. We already have a proven track record in development and have a true development powerhouse. Rajiv will talk about this a little bit later. We already have a global commercial infrastructure. We already have a best-in-class global supply chain, quality and operational excellence. And the Global Healthcare Gateway is the heart of the company as we leverage our existing platform and expand into more innovative areas. In fact, today, we're announcing that we already have entered into our first Global Healthcare Gateway transaction focused on ophthalmology, acquiring an exclusive license for Pimecrolimus ophthalmic ointment for the treatment of blepharitis, which is a very common type of eye irritation. Blepharitis affects about 6.5 million patients in the U.S. alone. And in the U.S., there's currently no product specifically indicated for chronic blepharitis. This product will contribute to ophthalmology franchise while we continue to search for an anchor asset. And the path to leadership for us starts with the acquisition of an anchor asset in 1 or more of the 3 therapeutic areas as well as expanded R&D investment in those areas. And it's through the Global Healthcare Gateway and our global platform that we believe we can leverage the full global potential of these assets, organically or inorganically add complementary growth assets in some of these therapeutic areas and then leverage the benefit of therapeutic area leadership and focus by leveraging the existing health care provider coverage, leveraging our existing development expertise, leveraging our existing medical expertise, leveraging the connections we have in the scientific community, et cetera. As I said, we see a clear path to therapeutic area leadership in one or several of the TAs that we identified. So let me summarize on the next slide. Viatris of the future is simpler, stronger and more focused. We have and are already executing on a clear plan to reshape the entire company and build a durable higher-margin portfolio consistent of generics, complex products and off-patent brands. We take some strategic actions on certain assets, but add an innovative growth engine of NCEs and 505(b)(2)s in our targeted therapeutic areas. And with this, we expect Viatris to have significant financial flexibility. In addition to debt paydown and dividend growth, we now expect to have the opportunity for increased R&D investment, for extensive BD activities as well as share buybacks. And finally, building on our current platform and capabilities, we intend to have further enhanced commercial and medical excellence with a focus on the identified therapeutic areas. Bottom line, a simpler, stronger and more focused company delivering access to patients and value to shareholders. With that, I'd like to hand it over to Rajiv now, who will be giving you more details on our pipeline and how we are further enhancing that pipeline in line with our strategic vision. Thank you. Rajiv.
Rajiv Malik:
Thanks, again, Michael. I'm going to focus this next session on the role our strong development platform can play to achieve the end goal of going up the value chain. As we have already touched on, enhancing our R&D is an essential part to achieve the future direction of the company. I am very proud of many accomplishments of our science team over the years. As I see it, we are a development house with capabilities that can be further strengthened and focused in coming years as we continue to move up the value chain. We intend to leverage our Global Healthcare Gateway to further strengthen our R&D engine with differentiated and novel products that target gaps in care. We believe that we are an ideal development partner that offers strong science, regulatory and clinical skills as well as strong global commercial footprint to companies with Phase II and III assets. We'll continue to invest in generics with a focus on complexity and diligently pursue life-cycle management opportunities around our current therapeutic areas. We expect to ramp up our R&D investments steadily to approximately 9% of revenue by 2026. This slide shows our road map to execute our R&D evolution. On the left, you see where our portfolio and pipeline is today, which is a diverse across a wide range of therapeutic areas across segments and markets. We intend to continue to build the pipeline focusing on products with complexity and also investing in life-cycle management of certain key products in our current portfolio of various regions. I'll walk you through certain examples in one of my following pipeline slides. We will seek additional inorganic assets through our Global Healthcare Gateway around current therapeutic areas of regional focus. More importantly, we'll be aggressively looking into several Phase II and Phase III opportunities to build critical mass of new chemical entities and 505(b)(2)s novel products in the 3 focused therapeutic areas of GI, ophthalmology and dermatology, as Michael mentioned. In order to execute our R&D strategy, we will leverage the foundation that has been built over a number of years. This slide highlights our extensive scientific capabilities we have across a broad range of dosage forms and delivery mechanisms. We also have proven expertise in all of the related areas that are essential to develop and scale these types of products up through and including novel products. For example, the robust API and formulation development capabilities; the global expertise in preclinical study design and execution as well as device engineering, strong clinical development and medical affairs across multiple therapeutic areas; strong in-market regulatory, legal and IP skill sets; and broad and scalable manufacturing capabilities. The backbone of this platform is, of course, a strong team of 3,000 scientists and medical professionals working across 12 development centers and having regulatory expertise in 55 markets. We have a broad range of demonstrated clinical experience and have conducted over 80 clinical development and post-marketing programs, including Phase I, Phase II, Phase III and Phase IV studies. The bottom line is that we believe we are well positioned to support and enable the advancing of the science of the value chain. There is no better representation of our scientific expertise than this slide are proven results. When we make a decision to pursue the development of a complex generic or a novel product, our track record shows our commitment. On an average, complex products can take 7 to 9 years from development to approval. And we are so proud to bring most of these products first to the market. Recently, we added another first to our basket with the approval of generic Restasis, building off the momentum of our first interchangeable biosimilar assembly. I would like to dive a bit deeper into our existing pipeline to help visualize this progression. Beginning with our core generics. As you can see, we have either launched or have approval or have submitted some of significant products such as generics for Revlimid, Xarelto and Eliquis. We are targeting launching many of these core generics in the next 1 to 2 years. Flipping to the next slide. As you can see, we are continuing to move up the value chain with more complex products. Projected launch timings for many of these are in the next 2 to 4 years. What's unique about our complex generics pipeline is that it's primarily vertically integrated, giving us a much better control on the execution of these programs and R&D flexibility. You need to succeed and bring these products to the market. It also improves the margin profile of these products as we will no longer be sharing the profits. I'm very confident that like in the past, we are well-positioned to bring the first generic of many complex products to the market such as Symbicort, INVEGA TRINZA, Pentasa and Abilify long-acting injection. As I mentioned earlier, in the next 5 years, we also intend to invest in the life-cycle management of certain core products in our portfolio to meet unmet patient needs. We are already doing this for many products such as levothyroxine oral suspension, which we have submitted and expected regulatory action this year; glatiramer once monthly injection, builds upon our success with generic Copaxone. And we are completing the clinical phase of the development in remitting and relapsing multiple sclerosis. We have also initiated a Phase IV trial and are investing in the science around our Yupelri to explore the impact of revefenacin on a peak inspiratory flow rate and further expand the patient base. We are investing in the life-cycle management of our XULANE product and have initiated a Phase III study on a low-dose option. We have initiated a clinical study for EFFEXOR in Japan to extend the labeling for generalized anxiety disorder. And we are developing several new fixed dose combinations in cardiovascular for Chinese market. Finally, we are also developing meloxicam for rapid onset of postsurgical pain. We have submitted our IND and are now entering into our Phase II studies. As we enhance our R&D investments and put our capital to use, we look forward to further concentrating this pipeline around GI, ophthalmology and dermatology. Our pipeline, excluding biosimilars, that we shared with you today is well-positioned to deliver approximately $500 million plus in new product launches annually after '23. Our total pipeline is valued at $183 billion in IQVIA brand value. This broad pipeline also shows that we will cover almost 80% of the current top 100 IQVIA products, and it's more heavily weighted on complex products. I can hope, you can feel and appreciate the excitement and the confidence we have in our platform. Let's now pivot and discuss the business execution for the near term. While we reshape Viatris in the coming years, our business execution remains a top priority. I walked you through how we will reshape our portfolio and deliver the pipeline earlier. So now I'll provide an update on how we performed in '21, the progress on integration and how we expect to continue to further stabilize the business in '22. '21, we performed strongly as a team while we were creating a new company and navigating a dynamic environment. I truly appreciate and thank all of my colleagues around the world, who seamlessly executed a successful first year as Viatris. We made significant progress with our integration. We executed our restructuring program and achieved our target of approximately $500 million of cost synergies while already executing the Pfizer TSA exits for several programs. We delivered strong overall results, exceeding our expectations across all segments. In developed markets, Europe benefited from our thrombosis portfolio, as well as strong performance in key brands like Influvac, Lipitor and biosimilars. North America's base business performed as expected, despite unexpected competition in products like Miacalcin. Yupelri and EpiPen were other key contributors to the growth. We effectively manage the dynamics of the hospital channel in China while strongly growing the retail segment. Emerging markets responded to the challenge of providing the COVID-19-related products like remdesivir and AmBisome in several of their markets, which helped them offset the impact of changing therapy in antiretrovirals. Japan managed the Lyrica LOE exceedingly well, growing Amitiza and Lipacreon while leveraging the portfolio of authorized generics. On the pipeline front, we delivered on our commitment of approximately $700 million in new product revenue and significantly progress our robust pipeline of hard-to-make and complex products. Our science teams once again made us proud with the FDA approval and the launch of the first interchangeable biosimilar assembly to expand access for patients with diabetes. The strong performance across the globe was well supported by our global supply chain, which enabled us to achieve a record high customer service levels while navigating COVID-19. Let me speak on the integration path forward. We remain on track to realize an additional $500 million cost synergies over the next 2 years, resulting in $1 billion cumulative cost synergies since becoming Viatris. Our synergies in '21 were largely focused on actions around cost of goods, SG&A, cost widens and restructuring. And as planned, the remaining focus for our cost synergies in '22 and '23 is on the restructuring and exiting the remaining Pfizer TSAs. We have already completed a number of TSA exits through February of '22 and expect to exit the remaining TSAs by the end of the year. Let me now talk to you about '22. We are laser-focused to continue to further stabilize the business during this transition period. You will have this slide as a reference point, as I would like to move to the next one to review the headwinds and tailwinds in '22. We are well-positioned to build on the momentum of '21. And we will do this by delivering the approximately $600 million of new product launches, which I will talk about more on the next slide; driving growth in our key markets, including Europe, where we expect mid-single-digit growth; as well as China retail, where we continue to invest in the same. The key emerging markets like Turkey, Thailand, Mexico, Brazil and Korea are also expected to grow on the back of a more normalized market environment post COVID-19. Growing products such as Yupelri, Viagra, our Thrombosis portfolio, Creon, Amitiza and Dymista are also expected to grow in '22 and lend strength and stability to the business in the respective geographies; continued ramping up of our market share of interchangeable assembly to mid- to high teens in '22, and building off our successful launch; and by maintaining our leadership in Wixela and XULANE. At the same time, dynamic market conditions are an inherent part of our business. And our job is to perform in this ever-evolving environment. So '22 is going to be no different. We expect mid-single-digit pace business erosion in '22, largely driven by the continuation of increased competition in certain high-margin key products, like Perforomist and Miacalcin; continued implementation of China's health care policy; the changes in the anti-retroviral therapy guidelines, which we expect to continue to drive contraction of the market that has been stable or expanding over the last 10 years. We also expect total revenue to be negatively impacted by lower volumes for COVID-19-related products, mostly in our Emerging Markets segment. In '22, we'll also face the inflationary impact on input costs on manufacturing operations of our business. Going into more detail regarding our $600 million of expected new product launches in '22, of which about 1/3 is related to biosimilars. First, I'm excited to highlight that approximately 95% of our new product launches in '22 and '23 are already scientifically executed, meaning that they have been either already launched, approved or are pending approval. Interchangeable insulin glargine, Revlimid, Restasis, insulin aspart are a few key products in this bucket. So while we have not included Symbicort in our '22 financial guidance, we are happy with the progress on the product and remain ready to launch if the opportunity present itself in '22. While I won't go into great detail on the following segment slides, I'll hit on a few highlights. In developed markets, we expect low single-digit growth, primarily driven by strong performance of Europe. In Europe, we expect to continue to see strong growth, driven by our Thrombosis portfolio, Creon and Influvac, along with the robust new generic launches like Revlimid and Zytiga. In North America, our balanced portfolio of brands, complex generics, injectables and retail generics as well as our robust product launches will help us partially offset the inherent erosion in the market, as well as competition and lower EpiPen volumes coming off COVID-19 demand in '21. Yupelri will be the one of the key contributors to offset this. In emerging markets, we expect to see a year-over-year decline entirely driven by impact of lower COVID-19 product-related volumes. In JANZ, we expect strong volume growth from our key brands like Amitiza, Lipacreon and EFFEXOR, as well as continued success in building our authorized generics. We also expect common price regulations to have an increased impact, resulting in a high single-digit decline year-over-year. Our strong and well-established commercial presence in the hospital segment in China will support us as we continue to navigate the evolution of the health care policy. At the same time, we are confident in the macro drivers of China, supported by growth in the health care consumerism, and therefore are focused on continuing to expand our footprint in retail segment. To sum up, it's all about execution of our key priorities. We will complete the integration and realize remaining cost synergies. We will deliver the pipeline and expand our robust development house to move up the value chain, and we will continue further stabilizing the business. While we take actions to reshape the company, we'll close the biosimilar transaction in the second half of '22. We'll start working on the other identified divestment opportunities to continue to unlock value and simplify the portfolio. And more importantly, we'll continue leveraging the Global Healthcare Gateway to find value-creating business development opportunities. With this clear execution plan, we will create a simpler, stronger and more focused company of the future. Now I will turn it over to Sanjeev.
Sanjeev Narula:
Thank you, Rajiv. We had another excellent quarter and closed out the year on a strong note. It's been incredibly successful first full year for Viatris, and I'm really pleased how 2 organizations have come together. Our strong financial performance demonstrate the breadth of our global platform. As I reflect on 2021, we delivered on our integration plan, met our financial commitment for deleveraging and dividend and developed a plan for bold strategic action to reshape our company going forward. Moving to Slide 53, we exceeded our November midpoint guidance and total revenue, adjusted EBITDA and free cash flow. Total revenue was driven by strong performance in developed market, which saw approximately 7% operational growth in Europe, which included the benefit of our thrombosis franchise. In North America, new product revenue was offset by anticipated base business erosion and competition in complex products. Taking these factors into account, generic price erosion was in line with our expectation. In JANZ, the impact from Celebrex and Lyrica LOE totaled approximately $600 million and now is largely behind us as we move into 2022. In Greater China, operational revenue was flat to the prior year as we continue to shift our business to the retail channel. Emerging market revenue was impacted by pressure on ARB business due to new treatment regimens, which were partially offset by the benefit of COVID-related products. Adjusted gross margin came in at 58.7% for the year, driven by strong brand performance and taking into account competition on key products in North America. In 2021, we were able to execute an accelerated integration time line, which allowed us to capture approximately $500 million in synergies across cost of goods sold and SG&A. Free cash flow benefited from underlying business performance, working capital optimization initiatives and low taxes. I'm pleased with the free cash flow generation for the year, which has enabled us to meet on our financial commitment. Slide 54 captures our reported financial results relative to the combined adjusted estimates for the prior year. Slide 55 identifies the driver of free cash flow for the quarter and full year. As we mentioned late last year, we anticipated Q4 2021 free cash flow to be impacted by several factors. These included timing of interest payment, higher CapEx and anticipated phasing of onetime cash costs. For full year, business performance, working capital benefits and lower cash taxes absorbed the higher onetime cash cost. These costs are expected to step down in 2022 and 2023 as we complete integration and restructuring activities. We delivered on our financial commitment and returned approximately $400 million in dividends and paid down over $2 billion in debt. Slide 56 captures key assumptions of the 2022 financial plan. The total revenue estimate assumes base business erosion to be in mid-single-digit range. Foreign exchange has a significant impact on results given our international exposure, which comprises approximately 70% of our total revenue. Key exposures include the euro and yen, with strong appreciation in the U.S. dollar over second half of 2021. And more recently, into 2022, our financial guidance incorporates approximately 2% headwind on the total revenue and adjusted EBITDA. We expect another strong year for new product revenue across a broad range of generic, complex and biosimilar products. In generics, we expect important launches, including Revlimid, Restasis and Sutent. In biosimilars, we are seeing solid uptake of interchangeable version of Semglee. Our guidance assumed a full year of biosimilar, which is approximately $875 million in total revenue and adjusted EBITDA of approximately $200 million. New product revenue includes approximately $200 million for biosimilars. Slide 57 captures our financial guidance ranges for total revenue, adjusted EBITDA and free cash flow and corresponding detailed line item metrics. Now turning to revenue build on Slide 58. This bridges the illustrated expected major drivers for 2022 relative to 2021 actuals. Removing the impact of foreign exchange. Our year-on-year total revenue is declining by approximately 2%. Base business erosion consists of 2 buckets. The first is approximately $200 million and is related to expected continued competition on key products, including Miacalcin and Performist. The second captures the expected erosion from price deterioration in North America generics, annual price reset across the Japan product portfolio and the continuing pressure on ARB business due to new treatment regimens and lower COVID-related products. In the base business, we expect strength across categories in Europe and higher volumes in China. Moving to Slide 59. We're expecting inflationary pressures across third-party supply chain for input cost, distribution and finished goods. We expect adjusted gross margin to be under slight pressure due to competition on key products and erosion of ARB volumes in emerging markets. Through our planned reshaping initiatives between now and 2026, we intend to invest more in R&D to drive our strategy and pipeline towards NCEs and 505(b)(2)s. On commercial side, our financial guidance reflect investment in some segments to build demand generation and in-market capabilities. Turning to Slide 60. We expect another strong year for free cash flow generation. Lower restructuring and integration costs will be partially offset by the impact of EpiPen litigation settlement. We expect to broaden implementation of working capital optimization initiatives in receivable and payable areas to continue to benefit us on free cash flow generation. Before I close, a few point on phasing. We expect total revenue and adjusted EBITDA to be slightly higher in the second half due to ramp of new products and normal product seasonality. We estimate free cash flow will be evenly weighted between first half and second half. In general, the second and fourth quarter tend to be lower due to timing of semiannual interest payments. In closing, we're coming off a strong year and well-positioned for a solid start in 2022. The estimated proceeds from the Biocon transactions, along with other reshaping initiatives are expected to strengthen the company and position us for a long-term success.
Michael Goettler:
Thank you, Sanjeev. Thank you, Rajiv. As you can say, we're excited. Look, bottom line from today, what I really want you to take away from this, everything we presented today, is that the entire company, now that we laid out the strategy, the entire company, entire management team is focused on the future of Viatris. We're looking forward to build a company that's simpler, stronger, more focused, that has a portfolio consisting of generics, complex generics, off-patent brands and an increasing innovative growth engine of NCEs and 505(b)2s; a company that has significantly enhanced financial flexibility that we can put to use for either share repurchases and/or BD and R&D. And if you look at this, simply put, the years '22 and '23 are really years of execution, execution against the commitments that we've made for Phase I, the debt pay down, the dividend, the cash flow, the synergies, but also against now all the initiatives that we outlined to set ourselves up properly for success in 2024 and for many years beyond. That's what we're excited about. That's the vision we're laying out today. And with that, we're going to go to a short break. And after the break, we come back, and we look forward to your questions. Thank you.
A - William Szablewski:
Good morning, everyone. Thank you for listening in to our investor event. We're going to move to the Q&A portion now. First question we're going to take, operator, is Chris Schott from JPMorgan. Thank you.
Christopher Schott:
I just wanted to clarify the strategy a little bit in terms of what triggered this. Because it does seem like a bit of a departure from the broader portfolio you are creating with Upjohn. So can you talk a little bit about -- was this a financial decision? So when you look at where your stock is trading today, where valuations for some of these assets are, it just makes financial sense to do this? Or was this driven more about something you've seen from the company's performance or changes in the portfolio that you've experienced over the last year or two? I'm trying to get a sense of a little bit more color on kind of what triggered this whole process. And the second one was more of a clarification on the valuation you're considering for the incremental $4 billion to $6 billion in asset divestitures. I think if I go back to Slide 15, it looks like there's $300 million to $500 million of EBITDA tied to these assets. I think that implies then a low double-digit EBITDA multiple on those products? Am I thinking about that valuation range properly? Is that the kind of the right ZIP code to think about for valuation there? So any color would be appreciated.
Michael Goettler:
Chris, we missed the very beginning of your question. There was the sound was missing for about 30 seconds.
Christopher Schott:
Let me repeat that then, if that works. Sorry.
Michael Goettler:
All right.
Christopher Schott:
So I was there I just wanting to clarify what triggered, I think, this departure -- this divestiture strategy. It seems like it's a bit of a departure from kind of the broader portfolio that was created with the original Upjohn-Mylan transaction. So I was just trying to figure out, is this a valuation-driven decision as you consider what some of these assets could be worth relative to where Viatris' stock is trading today? Or is this something that, as you look to the performance of the business and as you just had about a chance to understand some of these assets, that it's, I guess, more of a -- you see more of a need to focus in the portfolio? I'm just trying a little bit about how much of this is strategic versus how much of this is kind of opportunistic in terms of where valuations are.
Michael Goettler:
Okay. Thank you, Chris, for that. Look, I think what we've done, as we promised to do is to do a comprehensive strategic review of all of our business, goes through -- and look bottom-up, and we took our time today with -- in 2021. We looked at all the portfolio that we have. Where we want to move to is very clear. We continue to be a broad-based business. We have generics. We have complex generics. We have off-patent brands. We want to add some innovative growth engine to it. Now as we looked at the biosimilar business, right, I think the deal recognizes the value of what we have created, the attractiveness of this business, because we think it is a very attractive valuation that we're getting. It's immediately unlocking value. It's giving us $2 billion immediately in cash up front. We continue to be involved in the biosimilar business just in a different way by having the 12.9%, at least 12.9% stake in the future Biocon Biologics, with the upside potential that comes with this. We created a company, and that's the strategic element here, that it's much better positioned for success by being vertically integrated. We said that's where we see the market going, and vertically integrated companies are going to be the champion of this. And there are multiple other benefits, including the unlocking of value and then being able to use that capital as well as the other divestitures to invest in the areas where we want to move, which is higher margin, more durable NCEs and 505(b)(2)s, in addition to the broad-based portfolio they already have. And I ask maybe Rajiv to give additional comments.
Rajiv Malik:
Yes. No, I would say, Chris, anything I would characterize it, it's a continuation of the vision we had or the direction we had because long back we have said going up the value chain. So it's continuing on that path, number one. Number two, when you take a hard look, like let's say a couple of years back, when you start putting the assets together, you bring in organically, inorganically several assets. We took a hard look on some products. What products make sense? What products don't make sense? Now we took a hard look on our businesses. We are taking a hard look on the businesses. We are evaluating what are the must-haves as we go along, what fit in with the long-term strategy and maybe some other focus player has a more -- can put a more value to that. They are much better than somebody's else had. So I think this is how you're going to look into this, that we took time to look into each and every aspect of our business and said, okay, how can we unlock the value? And how can we reshape the company for future and set it up where it needs to go?
Sanjeev Narula:
If I can just add, Michael. Chris, the other thing that you keep in mind, you talked about performance. We're actually coming from a position of strength. If you think about how we've performed, and including the results we announced earlier today, of four quarters of solid performance. And even without these reshaping initiatives, we are on track with our Phase I commitments that we talked about in terms of generating over $1 billion of free cash flow in three years. So it's actually coming from a position of strength and naturally evolving to where Rajiv and Michael just talked about is the next stage in our journey.
Michael Goettler:
Right. And Chris, the second part of your question was on the additional assets. So obviously, we're not, at this point, disclosing what they are for reasons, for integrity of the process, for competitive reasons, et cetera. We'll disclose that as we come closer to it. But again, it's driven by the same motivation. It's either unlocking of value. It's a question of is it core and noncore for the future of our business going forward? And does it help us to simplify the business and reduce execution risk and complexity of the business that we have. That's the main motivation behind those assets as well. So I think with that, we'll take the next question, Bill.
William Szablewski:
Yes. Thank you, Chris, for the question. Our next question, operator, we're going to go to Balaji from Barclays.
Balaji Prasad:
A couple of questions for me. Firstly, on the guidance, as we look at 2022 guidance, I remember Rajiv, you had called out $6.2 billion as the floor in the last call? And that seems to be the higher end of the range now. So what's changed to have this delta and believe that this includes the biosimilars business as part of 2022. Second, as you look at the therapeutic areas that you've targeted for growth, can you give the current revenue and EBITDA size of these three therapeutic areas today? And what would you consider a successful build out by 2025 for these three therapeutic areas? Thank you.
Michael Goettler:
Let me maybe start with the question on EBITDA. Sanjeev laid out, I think, the moving pieces and where we land for 2022. 2023, really, we're not giving any targets at the moment because it wouldn't make sense with all the moving pieces, whether one of the business comes out in the middle of the year or end of the year can have a lot of changes, so we're not giving that. But what we did try to do is give you a vision for what would RemainCo look like after we're done with all of that. And again, that does not include any of the potential BD, any of the R&D we do, any of the share repurchase that we're going to plan. So it's just a baseline business that we gave going forward. All eyes now really are on that future for us, right? And '22, '23 really should think about its execution years, continuing to being committed to our Phase I objectives of debt paydown, of dividend growth, of $8 billion in cash flow, of synergies, et cetera, we continue to be absolutely committed to that. But then really, it's about executing against the initiatives that we have laid out in 2022 and 2023 to build that future for Viatris '24 onwards and return this business to growth. That's what Viatris about. On the three therapeutic areas, look, we were very, very deliberate on how we picked those. And yes, we have some existing business in them. Sometimes it's from the generic business, sometimes it's from even a branded business that we can build upon. But we pick these areas because they really fit what we -- where we want to go in the future and what -- if you look at them, so what do they have in common, right? They are of a reasonable size. So you look at from ophthalmology to GI, you have market sizes between $27 billion and $56 billion. They are projected to grow in mid-single digits, 4%, 5%, 6%. They have multiple assets that are developed in Phase II and Phase III late-stage assets, the majority of which are developed not by large-cap pharma, but by mid- and small-cap pharma. So accessible to us, potentially through the Global Healthcare Gateway. You look at -- they're very specialist driven. So you don't need a very large primary care sales force to reach them. You can easily build, and we have already, in some cases, specialty sales force that can reach these doctors. They have high -- not high, but moderate probability of success, not low probability of technical success. They need smaller studies. They're not outcome driven. So you go through the list, they all have these common characteristics that we think make it fit very well to the platform that we have and the competitive set that we're going to have. Do you want to add anything?
Rajiv Malik:
Yes, not just -- I would say, to your question, for example, GI, we have a pretty good franchises with Europe and some other markets, like Japan, Australia and all that. And Amitiza for Japan fits in, in the GI. And I think it's not about just how much size they have, it's the presence we have with those in that space. So I think that's been one of the considerations, as Michael very well pointed out. And same is the case of ophthalmology with the Xalatan knowledge we got from Upjohn. I think we have a pretty good understanding of that space commercially. So these are some of the factors, which we have taken into consideration while picking up these areas.
Michael Goettler:
And the first deal that we just announced.
Rajiv Malik:
Yes.
Michael Goettler:
Yes.
Sanjeev Narula:
Should I take the EBITDA?
Michael Goettler:
Yes, please.
Sanjeev Narula:
Right. So Balaji, on the EBITDA, I tried to explain that on Chart 59. So what's going on? There are 2 important factors that are not unique to Viatris, but that's the industry-wide. First is obviously foreign exchange. Our business is 70% international business. As you know, as seen second half of last year and beginning of this year, dollar has strengthened. Key currency that we have is euro and yen. So that all is causing at about a 2% headwind on our EBITDA and I showed that in the chart, that's about $120 million. So that's one factor. The second factor is the inflation on the input cost. This is on the third-party supply, whether it's the solvents, the -- all the third-party procured APIs, distribution cost, all that is causing an increase in the cost, which is again an industry-wide, and I tried to clarify that on the chart. That's about $196 million. So these factors, again, put together, is causing the -- have been considered in coming out of the guidance, where you see the midpoint is at $6 billion.
William Szablewski:
Thank you. Next question, we're going to go to Elliot.
Elliot Wilbur:
Just a first question for, Sanjeev, a point of clarification. Just wanted to confirm, in fact, that the contribution from the Biocon biosimilars business is, in fact, included for the full year of 2022 in terms of your EBITDA guidance. And then can you just give us a little bit of perspective in terms of sort of how to think about the evolution of all these onetime costs over the next couple of years? I guess that I would have expected more of a step down in 2022 than the roughly, I think, $1.4 billion that you talked about. Obviously, there's some legal settlements in there, but just wondering how to think about sort of the core of that and all these restructuring integration costs and how those may progress sort of beyond 2022? And then just lastly for Michael. I mean, certainly, the market, I think, is going to endorse your strategy of evolution to more of an NCE, 505(b)(2)-based strategy, while not necessarily maybe fully understanding sort of why you chose the therapeutic categories you did. But I guess the increasingly difficult part is to try and figure out sort of what kind of the new baseline is for the company in revenue and EBITDA. We've got all these moving parts now in terms of potential asset divestitures and the like. And if we want to and need to think about 2023 and beyond, I guess, it's just sort of difficult for us to think about like, okay, what is the year in which the company begins to grow? And what is that number from which the company can grow from? So anything you can say to help clarify that, I think, would be appreciated.
Michael Goettler:
Sanjeev, you want to start?
Sanjeev Narula:
Yes, sure. So Elliot, so first, for clarification, yes, the biosimilar EBITDA and revenues included in the guidance that we gave out today. And then as we pointed out, Rajiv pointed out, the transaction is expected to close in the fourth quarter towards the end part. So we're not expecting a big change in the numbers this year, but that is included in the guidance that we came out today. The second point that you talked about on the onetime costs, so we -- you do see a reduction in the onetime cost in 2022 as we issued on the guidance. So I think the way to think about, Elliot, in the guidance is we're now looking at onetime cost in actually 2 buckets. One is cost to achieve with all the restructuring and integration work that is going on. So that cost has actually come down in '22 and will come down -- will go down in '23 as we close out these initiatives. That cost is coming down, and that's part of the guidance. The other part of the cost, which is what we call it is cost in normal course of business, like the litigation settlements, profit shares, those kind of costs. Those will probably remain, move up and down, depending upon the situation of the year. And that's what you see because of the legal settlement, the cost is a little bit higher than reflected in 2022. So the big part, the cost to achieve, that has come down in '22, will continue to come down as we finish the restructuring initiative. The other cost, which is the -- all the other costs, which are required to run our business, would probably stabilize to the level that we have in this year's guidance.
Michael Goettler:
Yes. And I think, look, on the longer-term outlook, clearly, Elliot, I mean, you caught it right, right? We want to move on the value chain. That's one of the ways we're going to return to growth, right? And that's the intent of what we try to do here. I think the best we can do right now is give you a pro forma that we laid out in the presentation, and Sanjeev walked through the proforma of what it would look like, after we're done with all the strategic initiatives. What we can't give you yet is what we're going to add to that, right? And our capital allocation priorities are clear. It's either going to go -- it's going to go to R&D, where we try to gradually ramp up our R&D. It's going to go to business development in the 3 therapeutic areas. And if you want offline, I can walk us through that more of why these are the ones that we think we particularly have a path to leadership in. Probably not all 3 of them, maybe only 1 of them, but these are the type of areas that we think we have a passive leadership on. So that part is missing, and you will see it evolving. Good news is, '22, '23 are the years of execution, is where we're going to deliver against that target, and we're going to -- you're going to see the initiatives that comes through. And then what I don't want to forget, Elliot, is also the share repurchases, right? That is clearly the bench and one of the important benchmarks. We now have significant financial flexibility to also do share repurchases. As you know, the Board has already authorized the $1 billion share repurchase program. It's going to be a significant factor for us going forward. And I would expect us, after we're done with the $6.5 billion share repurchase program, I'm not sure, $6.5 billion debt reduction, that we then move to an EPS model, right, because it would make sense with share repurchase having such an important element in our strategy going forward.
William Szablewski:
Our next question, could we go to Jason from BOA?
Jason Gerberry:
Just coming back on the divestitures. So I think it sounds like the plan would be to get rid of some of the lower-quality, low-margin businesses that at multiples that are well above the current blended company multiples. So I just wanted to confirm that. And where are you at in terms of the process with these divestitures? It sounds like in order to put out a slide deck like this, presumably, you guys are pretty far along to have gotten some line of sight that these valuation multiples are truly attainable. Just trying to get a sense if you have conviction in these numbers and these multiples? And then just on the EBITDA, if I could come back to that for a second. I guess the Street perceives you guys as guiding to beat based on last year. And so just trying to get a sense of conservatism because, yes, perhaps costs went up, but you had the opportunity to pull forward cost synergies. You've got the Restasis going one AG to compete against. So seemly you've got some benefits as well. So just curious if you can speak to some of the puts and takes to the upside there.
Michael Goettler:
Okay. But Jason, on EBITDA guidance, as always, we take a balanced view of all the upsides and downside. We give you kind of realistic to where we think we're going to end. Maybe Sanjeev can give, talk a little bit more about the puts and takes. But Rajiv, do you want to talk about the divestitures a little bit more and the process we went through?
Rajiv Malik:
Yes. No, we went to, as I told, pretty much a bottom-up process about what's core, what's not core, where the company is heading. And your point, some of these are not in line with our margins of the company, and some of these are those businesses the margin is not in that segment. And look, we -- the assumption was that once you focus on these assets, I would call them high-quality assets. So I'll say, once you focus, if they are in the player, if they are in the hands of who's focusing on that, there's a different value. And we did our work, and we are pretty much -- you're right, we are fairly -- we have not only identified, we have done some work to put that value over there. So we are pretty much on the way. And our goal is, we should be done with all this by end of '23.
Michael Goettler:
And just to add, we added -- we also include external advisers to help us validate some of the numbers.
Rajiv Malik:
Yes.
Michael Goettler:
And make sure we got realistic multiples.
Rajiv Malik:
That's very important, right.
Sanjeev Narula:
And Jason, on the EBITDA, I think there's not much to add, except that I talked about those 2 factors, inflation and FX, that's industry-wide. I think the other thing, Jason, to keep in mind is the EBITDA guidance is the EBITDA guidance, and we -- Michael said that is very balanced in our view with the -- with our point to be meeting and exceeding that. I think the other factor that I want to highlight is the cash flow. We said we've been saying all along, the Phase I commitment is dependent on the cash flow, which is the North Star. We are still on track at these EBITDA levels, still planning to generate over $8 billion on the base business without any of the divestments you talked about that, which will be -- which is sufficient for us to meet our commitment for debt paydown and the dividend and dividend growth.
William Szablewski:
Next question is going to be Ronny from Bernstein.
Aaron Gal:
So I want to touch on 2 or 3 things. First of all, the baseline business. I'm aware that the generic business typically has its kind of a 5% erosion rate, but I was thinking that your international off-brand business is a lot more stable than that. Is the 5% you're giving us just a result to your projection for 2022? Or should we just think long term about that international business on existing products as facing a 5% erosion over time? And then second, you're kind of doing a kind of a big shuffle here, I was kind of under the impression that your strategy was. We have this global presence. We're just going to license products from [indiscernible] companies and put that on that basis and that will be our strategy. And now you seem to be kind of shifting this to focus on specific 3 areas, one of which you would probably pick. Is that false strategy is simply not viable? Can we simply not take therapeutic-agnostic products and launch them globally using your infrastructure? And following up on that, you begin to talk about it why you're picking the products, the strategy, the area you're picking. Just for us who follow big pharma, those are hypercompetitive areas. Can you just tell us a little bit more granularity why -- where in those areas you're going to compete just because otherwise, you look like you're just competing with much larger companies with much bigger R&D budgets.
Michael Goettler:
Rajiv, why don't you take the first question on the baseline of the erosion?
Rajiv Malik:
Yes. Ronny, the blended -- if I say that if you put all the businesses together, that's where we are saying that blended erosion is around 4%, 5%. That's the 5% you are talking. And you're right, generics can have a component of 5%, 6%, and the LOEs have maybe 3% to 4%, not exactly at that level. And I'll tell you, I mean I'm pleasantly surprised by how much we have been able to hold it. And 1 year, because of the -- and I'm not looking at this as an excuse. I think this is going to be a year when we are going to be out there in a normalized way when our people can get out and all that. So there has been some movements over there. But I would say roughly, you should look into the brands at about 2%, 3%, 4%. Japan is a one key one where the price erosion on these brands is a significant one, and we have that. So if you come out of the Japan and go to emerging markets and all that, it's not that much. So once we, I think, bottom out that, that's one piece.
Aaron Gal:
And the second one that you will...
Michael Goettler:
Yes, the second was the Global Healthcare Gateway question.
Rajiv Malik:
Before I go to even Gateway, I think, Ronny, we're not moving away from any business. I think if you see my slides over there on the R&D, we're still honing on and the -- let's look at the generic space. 22, 23, 24, 25s, we have some nice products lined up, whether it's Symbicort, whether it's next year, launching our -- this year launching Revlimid and then going into the complex injectables. So our investments from R&D are up on complex generics, but then more move on into the products like our 505(b)(2)s, like Copaxone is a good example, once a monthly. We just started a study on the EFFEXOR GAD, general anxiety disorder. We started a study on Yupelri, the PIFR study, which is going to help us expand the patient base. We started a study on Xulane Low Dose. So these are the products. And I think we are picking our spots. We are being very judicious, diligent. And then 3 areas, when they come in, I think when you look into the NCEs and all that, you can't be looking into therapeutic-agnostic over there. That's where these 3 therapeutic areas come in. So Michael, you may want to...
Michael Goettler:
No, I just echo what you said. I mean, Ronny, we're not walking away from anything here. There's absolutely -- we're going to be a company that's balanced, right? That has a balance of generics, complex generics, off-patent brands. And what we're into at now is this innovative, higher-margin, more durable portfolio. That's an add, that's an end, right? And if you do that, if you go into that innovative space, you have to do it in a focused way. You cannot build therapeutic area leadership by having -- being in 7 different therapeutic areas. You get benefits from having commonality of customers, connection with scientific community, development expertise. That's the fly we were trying to build here. But as you saw in our slides, we also have still the opportunity for regional deals, strengthening our portfolio, as Rajiv said, on the R&D side with, for example, the trial we're doing for generalized anxieties, EFFEXOR in Japan, et cetera. So that opportunity still exists, the opportunity for smaller licensing deals, complementary to the portfolio that we have in the regions or even distribution deals, that opportunity still exists. But what we're adding today is that focus towards the higher-margin products and the balancing that mix going forward for the future and for the long term, after 24 and many years.
William Szablewski:
Thanks, Ronny, for the next -- for the question. Next is going to be Eric from Evercore.
Eric Musonza:
This is Eric speaking. Just the first one on EBITDA. I know we're talking about this a lot. But previously, you guys just mentioned a $6.2 billion EBITDA floor. After this transaction for RemainCo, will that EBITDA be flat or growing over time? And then my second question. You mentioned at least 12.9% equity stake, which implies about a $7.7 billion valuation for biologics -- Biocon Biologics. That's compared to like a $4.9 million valuation from the stake sold to Serum Institute. So since it's at least 12.9%, does that mean there's room to renegotiate the size of that stake?
Michael Goettler:
Okay. Let me start with the EBITDA question, Eric, and I'll ask Rajiv to comment on the 12.9% devaluation question. On the EBITDA, look, we're not -- we're giving you '22 guidance. We're not giving long-term guidance at the moment because of all the moving pieces. And again, we gave you guidance on what RemainCo would look like, absent of any business development deals or other moves that we may be making. So I think that's what we put on the table now. Our intent is to move this company to the future, beyond 2024, have returned to growth and make this durable higher-margin portfolio. That's where we're shifting it. Whether growth comes in '24 or later, at this point, I think it's too early to comment on. And Rajiv, you can maybe comment on the 12.9%.
Rajiv Malik:
Yes. Eric, actually, let me just start by saying we are flattered by the value, which has been assigned or which has been put on our biosimilar business by this partner or by this third-party outside. Every deal -- everybody has a different deal, and we have our business. We know the value of our business. We know what we are walking into it. We are -- first of all, let's start with what's right for the business. We are setting up this company for success for a long time as a vertically integrated company. And we're going to be equity holder in that company so that we can ride that upside, and we can be with them to make them successful and then ride with them. It's value accretive at approximately triple of our current stand-alone multiples, nearly 2/3 of our consideration in immediate cash proceeds. So I can go on. I can go on, like it frees up our R&D and capital deployment priorities. It frees up. We now can -- we are now free to go and deploy where we are going and where we need to invest on. So immediate capital availability again, from the cash perspective, again, if we need to invest back in the business or share buybacks and all that. So I would tell you, it's a great deal for us, and we really feel that it's a right logical step. We had set up the company in a right way. I know the space. I've been there now with the last -- ever since the journey started in 2009, we have several learnings and we know what it would take to be successful in this space. So I think this is the right call, and I'm very happy that I was a part of this journey, and I am part of this team to make this call.
William Szablewski:
Thanks, Eric, for the question. Next one, we're going to go to Nate at Goldman. Go ahead, Nate.
Nathan Rich:
I guess, I was -- just wanted to ask around the growth outlook from new products. I guess, you said a $600 million this year, I guess, $200 million of that is biosimilars. I think some of the key launches this year are also in the biosimilar space. So I guess, moving forward, how do we think about like the cadence of revenue from new products? I think you had previously targeted kind of $600 million to $700 million. How does that change as we think about the growth algorithm going forward, given the biosimilar divestiture that you announced yesterday as well as the new kind of NCE strategy going forward.
Michael Goettler:
Rajiv?
Rajiv Malik:
So Nate, the cadence should be, we -- in one of my slides, last slide, you said mentioned $500-plus million, excluding biosimilar is this sort of cadence based on what do we have in the pipeline today. It doesn't take into consideration us ramping up the R&D and us having the flexibility to add more into the R&D, investing more in the R&D, investing more into the business development and doing those deals. So that's how you should see that.
William Szablewski:
Thank you, Nate, for the question. Next question, we're going to go to David Amsellem. Please go ahead.
David Amsellem:
Okay. So I wanted to get some more granularity regarding your thought process on R&D. I think the target is 9% by 2026. So how do you think about that target, I mean? And can you talk about how your thought process evolved here? In other words, what are some of the assumptions here? And I guess, going forward, with this sort of focus or leaning into brand assets, whether they're NMEs or 505(b)(2) assets, do you have a target in mind in terms of portion of the mix, the product mix, the revenue mix then our brands, say, by 2025 or 2026? And how do you think about that? And then I guess the last piece is with this brand focus, how much internal R&D capabilities can you bring to bear in terms of these therapeutic verticals that you're focusing on?
Michael Goettler:
So I'll answer maybe the second question, and then, Rajiv, if you can talk about the 9% R&D and how we get to that? But David, look, I think we have to realize that what we did today, what we're announcing today is a significant first step in unlocking value, creating financial flexibility, laying out a clear capital allocation strategy going forward, where we're going to take that money, whether it's share repurchases, R&D or BD, in the BD and R&D area being very focused, we want to move, I think that's about as much as we're comfortable communicating today, right? We have a 2-year runway to execute against that, and we'll take you along every step of the way as we go along. We don't have a fixed portion in mind necessarily going forward, but we know roughly which area -- how much we need to do and why we want to rebalance the portfolio, and you'll see that as we execute over the next 2 years. And Rajiv, maybe you can comment on the 9%?
Rajiv Malik:
Yes. I would say -- I will take a step back. Look, we have been investing $600 million, $700 million on R&D circa for last few years. And every year, we have been launching the products worth $600 million, $700 million. So it's a pretty productive R&D machine, if I have to start from that. And as you see, 9%, it means we are doubling the R&D. We are going from about $600 million to $700 million to about $1.3 billion, $1.4 billion towards '26. We are doubling the R&D. And you should see as a development house, where we have all the dosage form capabilities, clinical capabilities, regulatory capabilities. And we are already executing on many 505(b)(2) opportunities. So that's not an issue. We partner with Theravance to execute Yupelri, and we know that that's where the clinical capabilities we have and try to highlight on that, that how many Phase II, Phase III, Phase IV studies we have been part of. So I feel very confident that as we step up R&D, as we bring in the assets now with the late-stage Phase II, Phase III asset, this machine is set up to execute and take us and help, as Michael laid out, the future direction and help us go towards the higher value, higher gross margin, higher science products. So that's how I will see this transition in R&D.
William Szablewski:
Thanks for the question. Next question, we're going to go to Greg Fraser, Truist.
Gregory Fraser:
On the China business, what percentage of that business is retail? And how much of the China sales do you expect the retail channel to account for over time? And you mentioned intensifying competition in the retail channel. Is that being driven by other multinationals or Chinese companies? And then just a follow-up on the additional asset sales that you're considering, are those sales likely to come in 1 or 2 larger deals or a series of smaller deals? Any color on that would be helpful.
Michael Goettler:
So again, I'll start with the second question. Rajiv, you can cover the China question.
Rajiv Malik:
You go to the second first?
Michael Goettler:
Yes.
Rajiv Malik:
You want to go for a second or you want to -- so on China, Greg, you should see a -- there are 3 segments. There is a public hospital segment. That's where the impact of this health care policy is going to be fed. That's about 40%, that's going to be about 40% for us. Then there's a 45% sort of retail, and then rest of it is some private hospitals. And that's where we are investing, that's where we are spending time. That's where we are expanding the footprint to, so that we can offset what we basically going to face in the public hospitals. So that's how you should -- these are the 3 levers you should see and -- from China perspective. And yes, as you can anticipate, as focus has been on retail, health care consumerism. We are seeing both multinational as well as local Chinese companies stepping up the competition. But we have a -- there is still much quite a bit of appreciation for a global brand and the quality. And that's where we distinguish ourselves with many of those local companies.
Michael Goettler:
Yes. And Greg, on the assets, I mean, all I can tell you is it's a mix. There are several of them. It's not a single one. But I really don't want to disclose more at this point, again, to preserve the integrity of the process that we are running as well as for competitive reasons. And just like we saw with the Biocon deal, we're ready to talk about it. We come out, and we'll tell you the complete story.
William Szablewski:
Yes, thanks for the question. We're going to go to Gary from BMO.
Gary Nachman:
First, by divesting biosimilars, does that impact the rest of the complex generic portfolio in any way by not having that combined offering for customers under the same roof? I'm curious how you think that dynamic is going to play out. And then Rajiv, I think you mentioned biosimilars are approaching a mature phase. Is that the case? I thought we were just sort of scratching the surface there in terms of biosimilars. So how are you thinking about unlocking the value of that business now? And then maybe you could talk about the commercial execution with Semglee and Restasis. How quickly you've been able to get good coverage and penetrate those markets? Is this in line with expectations as we think of your ability to execute in those areas? And just in terms of the cash from the Biocon transaction, you're going to be deploying it in a bunch of ways. Just how committed are you to the dividend and growing that dividend as part of the overall mix?
Michael Goettler:
Look, we continue to be committed to growing the dividend. We continue to be committed to returning value to shareholders. The Board has already authorized a $1 billion share repurchase program. And we continue to also be committed to investing in this company and growing it appropriately. And the trade-off between all of these is a bit of a case-by-case thing, like as the opportunities come in, right? I mean you see if you look at the Pimecrolimus deal that we just announced, it's a very creative structure. We committed $40 million upfront and have no scientific risk really and have an option at the back end. So continue to expect us to be creative here and be committed to returning value to shareholders. And obviously, the dividend, as we said, always for our Phase I commitment, we're committed to growing that and delivering that. Rajiv, if you want to comment on the other questions, please?
Rajiv Malik:
Yes. I think the first question was about, would biosimilar divestment impact our customer reach and all that. Greg, we are still a pretty broad portfolio, a very deep portfolio, and more importantly, a deep pipeline. So yes, couple of years from now, the biosimilars will not be a part of it, but we're going to continue to add more products so that we are meaningful. And like always, like we have been for the last 2 decades, be a partner to our customers. So that focus is that not -- that focus and that importance of that aspect is not changing. As far as my comments about the maturity, the biosimilars moving towards a mature phase, I'm looking at a decade ahead. And I'm looking at journey, which biosimilars have covered over the last 5, 6 years, how the market formation, how the market is evolving from the competitor landscape. Look at just Humira. It's maybe one-off, but there are 15 players out there. And look into the -- just not U.S. as a market, Europe as a market, where the tenders have gone to a point where you can be competing with even brand at 80%, 90% erosion. So when I said it's heading towards -- or it's heading towards a phase of maturity, I'm taking all that into consideration. And like we have managed in the last 2 decades, vertically integration helped us manage the similar environment and generics. That's what I saw. This is where exactly we are. And if we are looking 10 years ahead, this -- we need to be vertically integrated, and this was the right next evolution, right next call.
Michael Goettler:
And that's how we were so excited about creating this vertically integrated biosimilar champion and staying involved in it with at least 12.9% stake and being able to participate in the upside on that as well when the IPO happens. So we're thrilled about participating in the business, in a better setup and in a different and more optimized way.
Rajiv Malik:
And there was a question on insulin and Restasis.
Michael Goettler:
Yes.
Rajiv Malik:
Yes. We are very much on track. We ended the year at about 4% on that. We are at about 10% TRx, NRx about 15%. We said we will be mid 15% to 20%, somewhere in between mid- to high teens. That's where our -- this year goal is, and we are very much on the trajectory from the incident point of view. And from -- second, Restasis, I cannot be more pleased after a decade long slugfest with all -- what we went through with the FDA. We were the first one to bring the product over there. Very proud of the science team again. And yes, they're product surprise -- we don't see much competition out there. We have one competitor over there at the AG. So as long as we have that sort of space, we'll make most out of it, and we are very much on track to beat, meet our numbers on that one.
William Szablewski:
Thanks for the question. I think we have time for one more last question. We'll go to Navann from Citi.
Navann Ty:
Could you go through the use and the breakdown of the $3.3 billion proceeds in the near and medium term, given that you have $3.1 billion of bond maturities due this year and next, the $1 billion buyback and other uses of proceeds? And then just a second question for Rajiv. Could you describe your and Viatris involvement in Biocon Biologics in the future?
Michael Goettler:
Okay. Sanjeev, if you want to take the question on that, yes?
Sanjeev Narula:
Yes. So the Biocon deal is immediately accretive and accelerates our Phase I commitment. So the $2 billion that we expect to get post tax to -- in the fourth quarter, we're going to utilize to pay down our short-term maturity. We'll still have cash left at the end of the year and then obviously additional cash next year. So all that would be available, as we talked about earlier, for potential business development or share buyback. Both options would be there, and then we'll evaluate case-by-case situation at that time where to go for one way or the other or both. So that's the overall. And then when the proceeds come from the IPO, which is earliest Q3 '24, '23 or Q4 '24 beginning, again, that adds to the flexibility about what we talked about in terms of whether that's going to be BD tuck-in deals or more share buybacks. So that's kind of -- but immediately, the $2 billion will add to our and accelerate our Phase I commitments and provide an additional cash for share buyback or BD.
Rajiv Malik:
And let's just say, it's a very complementary deal. We have a huge responsibility for the next 2 years. We're going to help -- my role will be to help it, integrate it in a seamless way, bring these businesses execute for next 2 years. Nothing should come in the way. And then when you're getting into '24, '25, make sure how seamlessly we can transfer these capabilities and resources, set up the new company for success, help them in every possible way as you'd expect us to be doing it for the long-term perspective as we are a meaningful stakeholder in that company. So I'll do everything in my -- everything possible in my way to help that.
Michael Goettler:
Okay. Right now, thank you for that question. As I said at the very beginning of today, this is an exciting day for Viatris, an exciting day for our employees, it's an exciting day for shareholders. I think we've laid out for you a very clear path going forward. 2021 really was the year we delivered against the targets we set. We integrate it. We are synergized. We brought the 2 companies together, but we also used that time to really lay out, do a thorough strategic review, lay out a path forward. We now have a path that unlocks up to $9 billion in pretax proceeds that we can reinvest, use to return value to shareholders and/or invest in our business. We've clearly laid out to you what we're going to do in R&D. We tried to lay out to you in BD, which areas to the Global Healthcare Gateway we're going to focus on to add to that innovative growth engine of NCEs and 505(b)(2)s, on top of the solid core that we have with generics, complex generics and off-patent brands. We're excited about the future, and we look forward to keeping you updated as we deliver value to shareholders and provide access to patients. Thank you.
Operator:
Good evening. And welcome to Oyster Point Pharma's Third Quarter 2021 Earnings Conference Call. My name is Jeff, and I will be the operator today. After the company’s formal remarks, there will be a question-and-answer session. At this time, I would like to turn the call over to Mr. Daniel Lochner, Oyster Point Pharma's Chief Financial Officer. Please go ahead.
Daniel Lochner :
Good evening, everyone. And welcome to the Oyster Point Pharma third quarter earnings conference call for the 3 months ending September 30, 2021. This evening, we issued a press release containing our third quarter financial results and recent business highlights. In addition, our press release and our Form 10-Q that was filed with the SEC after the close of market today are available on our website under the Investors & News section at www.oysterpointrx.com. Joining us on our call today are Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma; and John Snisarenko, Chief Commercial Officer. Following Dr. Nau, Mr. Snisarenko, and my prepared remarks, we will open the line for questions. During the call today, we will be making forward-looking statements regarding potential future events, including statements regarding Oyster Point Pharma's potential future financial status and results of operations and our plans and potential for success relating to commercializing TYRVAYA. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from our future results, performance and achievements expressed or implied by such statements. For a description of these factors, please see our quarterly report on Form 10-Q for the quarters ended September 30, June 30 and March 31, 2021, and our annual report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. I will now turn the call over to Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma.
Jeffrey Nau :
Thank you, Dan. Good evening, everyone, and thank you for joining us on our call today to discuss our third quarter 2021 financial results and recent business highlights. As you may have seen in our Q3 earnings press release, we have achieved several important milestones during this quarter, the most important of which is the October 15 FDA approval of TYRVAYA nasal spray for the treatment of the signs and symptoms of dry eye disease. TYRVAYA nasal spray is the first and only nasal spray and the first and only cholinergic agonist indicated for the treatment of the signs and symptoms of dry eye disease. The onboarding of our field force was completed during Q3. And we are proud to have one of the leading U.S. eye care focused field forces in the industry. Last week, we hosted our national sales meeting and had the opportunity to gather our talented group of territory representatives to prepare for our launch. I couldn't be more excited and impressed by the caliber of the field force that we have assembled here at Oyster Point Pharma. This is a team that is motivated to make this launch a success. Following our national sales meeting, we are now pleased to announce that as of this past Monday, we have initiated the U.S. launch of TYRVAYA nasal spray for the treatment of the signs and symptoms of dry eye disease. This is an exciting time for patients and their eye care providers to have a new option to address the signs and symptoms of dry eye disease. TYRVAYA nasal spray's differentiated mechanism of action is believed to activate the trigeminal parasympathetic pathway resulting in increased production of basal tear film as a treatment for dry eye disease. Basal tear film is responsible for lubricating, nourishing and protecting the cornea. Oyster Point sales teams are launching TYRVAYA nasal spray during a season when the signs and symptoms of dry eye disease can be further exacerbated by cold weather or living and working in dry environments. We look forward to supporting patients and allowing them to experience TYRVAYA nasal spray when they may need it the most. As we have previously highlighted, our commercial strategy includes promoting accelerated payer adoption through early introduction of Oyster Point and TYRVAYA to the top payer organizations. John will share more details around our progress with payers later in the call. As we launch TYRVAYA, there are a number of major ophthalmology meetings that are important for Oyster Point to attend for the remainder of 2021. This week, we are attending the 2021 American Academy of Optometry Meeting in Boston that started on November 3 and will go until November 6. Oyster Point Pharma will have 3 accepted abstracts presented at this meeting. Later this month, at the 2021 American Academy of Ophthalmology Meeting that will be held in New Orleans November 12 through the 15th. Oyster Point has an additional 3 accepted abstracts that will be presented at this meeting as well. Our vision and focus on bringing innovative and transformative ophthalmic disease treatments to patients and building Oyster Point Pharma into a best-in-class ophthalmology company remains our primary goal as a company. I would like to turn the call over to John Snisarenko, Oyster Point's Chief Commercial Officer, to discuss our ongoing efforts for the commercial launch of TYRVAYA nasal spray for the treatment of signs and symptoms of dry eye disease in Q4 of 2021.
John Snisarenko :
Thank you, Jeff. As we have previously communicated, the dry eye disease segment is a large market with over 17 million people diagnosed in the United States alone. Only a small proportion of these patients approximately 2 million, are currently being treated with a branded therapeutic. Over 7 million people diagnosed with dry eye disease have tried and abandoned the currently available option. We purposefully designed our trials to target a broad subject population to achieve clinical study results in subjects reflective of dry eye disease patients visiting an eye care practitioner. We also allowed trial subjects to utilize artificial tears as we believe this would occur once TYRVAYA nasal spray entered the commercial marketplace. As a result, we believe our trial designs should allow the clinical trial experience of TYRVAYA nasal spray to translate into clinical practice and enable access to a potentially larger addressable patient population. TYRVAYA nasal spray will be a new treatment option for the large refractory patient population that exists in the dry eye disease marketplace as well as those patients who are newly diagnosed. As Jeff highlighted previously, we are incredibly excited to have initiated the U.S. launch of TYRVAYA nasal spray on November 1. Last week, we hosted our national sales meeting, where our sales representatives received the last phase of their extensive training and are now fully prepared to call on the eye care practitioner and pharmacy communities. They are currently detailing TYRVAYA to customers. We have previously highlighted our commercial strategy that includes promoting accelerated payer adoption through the early introduction of Oyster Point and TYRVAYA to the top payer organizations. We recognize the importance of developing strong market access in the dry eye marketplace. We have continued our dialogue with payers throughout Q3 via the process of pre-approval information exchange. To date, Oyster Point has had preapproval interactions with 16 payers, representing approximately 77% of commercial lives. And we will continue to meet with many of the key payers in the upcoming quarters, now that TYRVAYA nasal spray is approved. We remain extremely focused on obtaining the best possible positioning for TYRVAYA nasal spray. Our pricing strategy has been to reflect the value of the product and to be competitively priced with the existing chronic dry eye disease therapeutic leaders. TYRVAYA has been launched with a list price of $592.29 per package, which reflects the value it brings to patients, including the demonstrated reduction in the signs and symptoms of dry eye disease. Oyster Point is very committed to supporting the dry eye disease community by supporting access to medication for appropriate patients. We have launched a comprehensive set of patient services offerings to ensure patients can successfully navigate the patient journey and procure TYRVAYA upon a prescription being written by their eye care practitioner. Our patient support program is called Team TYRVAYA. And for more information on this program and how to enroll, please visit the website www.tyrvaya-pro.com. Our drug distribution strategy includes both wholesalers distributing to retail pharmacies broadly across the United States and a digital pharmacy partner which provides electronic prescribing and automatic enrollment in the patient savings program for eligible commercially insured patients without the need of a patient assistance offering. Patients with commercial insurance who have enrolled in our savings program can receive TYRVAYA for as little as zero dollar out-of-pocket. I would like to emphasize that as of November 3, TYRVAYA is available in the wholesaler distribution channel for distribution to pharmacies. TYRVAYA nasal spray is available in a carton containing 2 nasal spray bottles. Each bottle consists of a white nasal pump and a blue dust cover, delivering 0.03 milligrams varenicline per spray, which equals 0.05 ml. Each bottle delivers 1 spray in each nostril twice daily for 15 days. 2 nasal spray bottles will be supplied in each carton containing 60 sprays per bottle, equivalent to 30 days' supply with 1 spray in each nostril twice daily. TYRVAYA nasal spray samples are also now available as a single multidose nasal spray bottle. Each bottle delivers 1 spray in each nostril twice daily for 15 days. This sample is a critical part of our patient and eye care provider experience and will allow appropriate patients to start treatment immediately. We've been quite diligent with the sizing of our field force. With our field force, we're able to target 20,750 eye care practitioners covering both optometrists and ophthalmologists, which represent approximately 94% of dry eye disease prescriptions in the market today helping us in our efforts to achieve the full commercial potential of TYRVAYA. The sizing of the field force was informed by our collective experience with how to most efficiently cover the territorial map of the United States, while providing our representatives with well-constructed territories to drive motivation so we can achieve success together. To put this into perspective, Oyster Point Pharma now has a leading front-of-the-eye commercial operation. With our launch now underway, our focus is on broad eye care professional and patient education and marketing with targeted direct-to-patient digital campaigns leveraging TYRVAYA's new MOA and nasal spray route of administration. During the initial phase of launch, we are leveraging digital, social media and search. And once we have good payer coverage, we will broaden our reach with more extensive DTP and DTC efforts. As Jeff mentioned, there are a number of major eye care meetings that are important for Oyster Point to attend for the remainder of 2021. This week, we are attending the American Academy of Optometry Meeting, which is being held in Boston. And with our first commercial exhibit, we have had many interactions with attending optometrists to introduce TYRVAYA. Next week, at the American Academy of Ophthalmology Meeting in New Orleans Oyster Point plans to have substantial commercial presence including a TYRVAYA symposium. We believe that with our label, our clinical data and the new approach to treating dry eye disease, TYRVAYA nasal spray has a very compelling therapeutic profile including the following
Daniel Lochner :
Thank you, John. I will now provide a brief overview of Oyster Point Pharma's third quarter financial results. Additional detail about our third quarter as well as our quarterly financial results can be found in our Form 10-Quarter that was filed with the SEC this evening. As a reminder, last month, we entered into a waiver and amendment to our August 2021 credit agreement with OrbiMed to waive certain label requirements required to permit the availability of the second $50 million tranche of funding. As of this afternoon, we have received these proceeds from the second tranche. For the third quarter of 2021 Oyster Point Pharma reported a net loss of $17.7 million, compared to a net loss of $16.3 million for the same period in 2020. As of September 30, 2021, cash and cash equivalents were $184.2 million compared to $192.6 million as of December 31, 2020. Based on our current business plan, we believe the company's available cash and cash equivalents will be sufficient to fund the company's planned operations for at least 12 months from our 10-Q filing this evening. Total research and development expenses for the third quarter of 2021 were $6.2 million, compared to $8.2 million for the same period in 2020. The decrease was primarily driven by lower CMC expenses incurred by the company in the third quarter of 2021 compared to the third quarter of 2020 which included significant pre-approval inventory costs as well as expenses related to the preparation of the NDA filing in December 2020. Selling, general and administrative expenses for the third quarter of 2021 were $28.5 million, compared to $8.1 million for the same period in 2020. The increase was driven by higher payroll related expenses of $11.2 million, inclusive of an increase in stock-based compensation of $0.8 million due to the additional head count as well as higher commercial planning expenses of $5.2 million in anticipation of a U.S. launch of TYRVAYA nasal spray in the fourth quarter of 2021. In addition, the company incurred higher other general and administrative expenses of $3.1 million related to accounting, legal, facilities and information technology costs. The company also incurred an increase in medical affairs costs in the amount of $0.9 million during the third quarter of 2021 compared to the third quarter of 2020. Now as we turn to our financial outlook. At launch our goal is to achieve broad ECP and patient experience with TYRVAYA in both the optometry and ophthalmology offices in order to reach the total addressable dry eye disease market opportunity of TYRVAYA nasal spray. We anticipate the large national commercial plans will start to make their coverage determinations beginning at the end of Q2 '22. As commercial payer coverage builds throughout 2022, we will provide patient assistance programs to assist eligible commercial patients in gaining access to TYRVAYA while we await such coverage determinations. During Q4 '21 and 2022, this strategy can be expected to place pressure on our gross to net, not dissimilar to other biopharmaceutical companies launching a new branded pharmaceutical. Over time, though, we believe this dynamic will subside and become more normalized in the out years as volume grows strategically positioning TYRVAYA to achieve its full potential. For Q4 '21in addition to the gross to net considerations mentioned, I would note that as our field force engages with ECPs, they will only have a partial quarter to market TYRVAYA. With that overview of our financials, I will now turn the call back over to the operator to open the line for questions.
Operator:
Thank you. [Operator Instructions] And our first question comes from Ken Cacciatore from Cowen and Company. Your line is now open.
Ken Cacciatore :
Hey, guys. Couple of questions. Just wondering, how would you characterize the reps that you've been able to hire? Are they very experienced in dry eye or general ophthalmology? And then Dan, that was great commentary about pacing. Would you want to give a little bit of sense? Some of us are around $35 million to $40 million in revenue. It sounds like obviously, it would be back-half weighted around coverage decisions. But maybe just give a little bit of a sense what you all would view as success if you don't want to talk about revenues. Maybe talk about share expectations exiting 2022, would be helpful? And then lastly the patient support system clearly is going to be critical in the first 6 to 9 months. So understanding that we could go to the web page and take a look at it. But maybe a little bit more nuance around co-pay assistance. How it works, to what degree the ease here. Maybe -- was there any examples of best practices that you saw that others did that you're trying to implement here that would be wonderful to hear about. Thanks so much.
John Snisarenko :
Great, Ken. Thank you so much for your question. I'll address the first and third one, the 2 commercial questions. And then I'll hand it over to you. In regards to our representatives that we've hired and trained and are now in the field, we were trying to find the right mindset. These are reps that have been working in competitive environments in their past. And I would say, close to 40%-45% of our rep population has had previous eye care experience, both front of the eye as well as back of the eye and medical device as well as pharmaceutical. So we feel we have quite a tenured field force and quite a motivated field force based on our national sales meeting last year -- last week, I'm sorry. In regards to the patient support program, so we did announce literally a couple days ago that how it will work is that for eligible patients that are commercially insured. If they are insured but the product is not covered, they will go into our bridge program. So they will pay as low as $10 for that prescription. And we will be making sure that that prescription is filled for that patient until they get -- until TYRVAYA gets insured in their plan. For patients that are insured and covered, the co-pay will be as little as $0 out-of-pocket for those eligible patients. So how it works is that if they go into our Team TYRVAYA site or if the practitioner actually enrolls them on the spot they will receive a text right away that they are enrolled and they are in that savings program. And then our patient services hub does behind the scenes all the work to make sure that, that script is filled with the appropriate co-pay out-of-pocket for the patient. I think you mentioned best practice from our previous experiences. We did look at the landscape, both in ophthalmology as well as outside of ophthalmology to see what really works well. And we took some of the best aspects of what we've seen. So it's really -- automation is a key thing. Technology so that patients and physicians there's not a lot of faxing and paperwork. It actually is more electronic. It's more streamlined and hopefully an easier experience for the patients as well. So we've taken examples from the migraine space. We've also looked at what worked well with Xiidra and other ophthalmic products from that perspective. And we feel we've packaged kind of one of the most comprehensive patient services programs that we hope will support TYRVAYA for our launch.
Ken Cacciatore :
Great. John, before you turn it over to Dan, I was just wondering about Part D and just kind of setting our expectations and to what degree it's important here in this patient population.
John Snisarenko :
It is very important. We've mentioned before that almost -- if you look at the patient population 40% are commercially insured, 40% are Medicare Part D, and then the remainder are cash and cadence, so on and so forth. So it is important for us to eventually get Medicare D listings. We've already started dialogue with payers. We know the contracting cycle for the following year is always closing in mid-June time period. So we missed the MedD contracting for 2022, but we are starting the dialogue and we'll start that contracting cycle to be listed hopefully in 2023. From a commercial insurance perspective, we've had many interactions with payers in a pre-approval setting to date. And now that we're approved, we're meeting with them again and expanding that. To date, we've had very good interactions and a lot of interest in specifically the differentiation, the different MOA and route of administration, which payers have been very excited about and interested in. So now we're meeting with them over the next couple of quarters to try to get TYRVAYA listed really as quickly as we can. We're hoping 12 months post launch, we have approximately 80% of commercial lives covered.
Daniel Lochner :
Yes. And then on the revenue side, the way we're thinking about it is very early on. We're focused on really trying to get the experience at TYRVAYA with not just the ECPs but also with patients themselves. And so there's -- that strategic focus, which is really based off of driving share of mind and share of voice as well as NRx and TRx. And so in the first quarter out, which will be Q4 as well as partly in Q1 we're really trying to cover those 20,750 targets that our ECPs or our sales force is really targeting. And that will take time to really get into those physician offices, talk about the product, cover them once or twice and then really start seeing the pull through in terms of the patients. And then we would anticipate that to be kind of on a sequential basis as you walk through the quarters. And then, of course, once you start seeing the NRx, then start seeing the refills pull through and the ratios of NRx, the TRx will change over time as that persistence starts to pull through. Then, of course, the other dynamics that we did touch on that is really a consequence of payer coverage is the gross to net, which is really a consequence of the period of coverage at launch. And then of course when we believe those national commercial payers will begin to have their coverage determinations, which we're currently looking at the later part of Q2 '22. And that of course as they come on has a positive impact to the gross to net. But in those earlier quarters, there is that patient assistant programs in place to really ensure that patients can get on product, they can get filled and are able to really benefit from the product itself. But that, of course has that kind of temporary dynamic at play.
Ken Cacciatore :
Thanks so much. Excited to watch launch. Thanks.
Operator:
Thank you. And our next question comes from Joe Catanzaro from Piper Sandler. Your line is now open.
Joe Catanzaro :
Great. Thanks so much. Thanks for taking my questions. Maybe just 2 couple of quick ones from me. So you guys have emphasized sort of the prevalent pool of patients who have tried other options and failed. And I'm wondering if there's any way to have a lead on those patients who have tried and abandoned other options like Restasis and Xiidra. And if those patients believe they've exhausted all options, how frequently are they returning to their physician? How easy is it to get them back into the office? And just a quick follow-up. I know it's early days, but wondering if you have a sense around the level of in-person engagement that your sales force is having with physicians. Thanks.
John Snisarenko :
Thanks, Joe. In regards to the prevalent patients and the ones that have abandoned treatments over the years, we see that pool as approximately $7 million. And they do come in regularly to get their eye exams and -- ophthalmic examinations for diseases and so on. And I know what we've heard from our physicians is that they have a pool of patients that they're waiting to try something new on and TYRVAYA is in our initial interactions this week already. They have lists of patients that they want to recall and bring back to try TYRVAYA on because it's a different mode of action and a different approach to the anti-inflammatories that they had tried in their past. As well from a direct-to-patient perspective we do have some partnership with digital providers that do track these kind of patients, the demographic of patients that have tried and failed therapies. And we'll be able to target them from a digital perspective initially to try to get them to go back into their office and get their eye exams. So it's a combination of direct rep engagements with these physicians that have these patients in their offices and also trying to get these patients to get back to the office for their eye exams. In regards to your question on in-person interactions. We found that now -- I wouldn't say post-pandemic, but there's a sense of normalcy now. We do see quite a few offices accepting reps. And we are able to get those appointments and the interactions have been very robust in the first 3 days. There's a lot of interest there. We hope to cover the majority of our targets in the next 2 months, right after launch. So by the end of the year, we're hoping to at least hit on those physicians in the top tiers at least once to introduce TYRVAYA. So that is our goal for this year. So it's an ambitious one, but we're on track from a call perspective to hit them all.
Joe Catanzaro :
Okay, perfect. That’s helpful. Congrats again. Thanks for taking my questions.
Operator:
And thank you. And our next question comes from Anupam Rama from JPMorgan. Your line is now open.
Anupam Rama :
Hey guys. Thanks for taking my question. I think if I heard correctly in your payer discussions, you've talked -- gotten some pre-approvals from 15 payers which covers 75% of commercial lives. In those discussions, have there been any indications that there may be step edits or anything like that before you get reimbursed for the product? Thanks so much.
John Snisarenko :
Thanks, Anupam. Yeah. So despite of our pre-approval information exchange these exchanges are definitely with the medical side of the payers along with the business side. So part of it is presenting to P&T committees. And we covered those 16 payers that cover approximately 77% of commercial lives prior to our approval. Now that we do have approval, that's when we come in and start talking about the contracting and so on. Our goal is to get the best possible listings without any step edits through our incumbent products. We know the majority of payers do have some prior authorizations with artificial tears that patients should try artificial tears before going onto a prescription. So we feel that's going to be table stakes for all the products that are incumbent as well as ourselves and any new products that come. But we do want to make sure that we're on a level playing field, and we don't have the step edits when we do come to the contracting discussions that will happen over the next couple of quarters.
Anupam Rama :
Thanks so much for taking our question.
Operator:
Thank you. [Operator Instructions] And our next question comes from Patrick Dolezal from LifeSci Capital. Your line is now open.
Cory Jubinville :
Hi. This is Cory on for Patrick. Thanks for taking our calls. So to start, how broadly are you able to market some of the symptomatic improvements you observed in ONSET-1 and 2? Is this exclusive to physician materials, DTC materials both? And on that note is there any desire to eventually attain that symptomatic data on the clinical study section of the label? And also, how relevant are that symptomatic data on label given the historical precedent of therapeutics without that on the label? And I have a follow-up, if you don't mind.
John Snisarenko :
Jeff, do you want to take the second one? Or do you want me to --
Jeffrey Nau :
Sure. This is Jeff. I'll take the second part of the question just around the plan to bolster the label. And I think this is something that we've talked about since the start of these programs, is we do think that there is broad utility for the nasal delivery of TYRVAYA. We are continuing to do development. So as you know, we continue to work on neurotrophic keratopathy in Stage 1 patients. We've also engaged with a partner in China, where we'll continue to do some clinical development to attain approval in China. So there's always the possibility that we will continue to expand the label and add additional clinical data to the label. What I would say is that we think that it's incredibly important that we were able to obtain that signs and symptoms indication statement. And so that's important for us. As we stated before, the FDA has consistently landed on primary or co-primary endpoints in the efficacy section. And although we would have liked that in there, we do think that we will be able to use that information from our clinical trials when we are talking to clinicians. And I'll let John talk a little bit more about that. But I would just stress that we are continuing to develop this product. This is the first indication. We look to bring on additional indications and expand the label to other patient populations. And there will be additional dry eye disease data that we will be developing as we move into other parts of the world. As many of you know, dry eye disease is handled differently in other parts of the world with different endpoints and different requirements. And so we expect, as we move into those other areas, including China being the first one that we will continue to expand our data set and the amount of clinical information that we're able to then bring back to the agency. John will talk a little bit about how that data will be able to be used in the marketplace.
John Snisarenko :
Yeah. Thanks, Jeff. In regards to detailing the eye care community both optometry and ophthalmology, we are very, very pleased that we have signs and symptoms in our label. And we will be communicating all the data that's consistent with that indication. So the physicians will be able to have access to that. We're also going to be publishing that data very shortly and they will be available so we can be able to hand the clinical trial information from ONSET-1 and ONSET-2 to those eye care prescribers. You also asked around direct-to-patient will we be really promoting data to the patient population. I think from a patient perspective, these patients want to get relief. So we're really going to position TYRVAYA more as treats the signs and symptoms of dry eye and is a very novel approach, new MOA, route of administration. Please go in and get your eyes checked for dry eye, and it will be a lot more direct on the suffering patients and what they can expect with TYRVAYA. So we're not going to get into data with the patient's promotion that we had planned in the upcoming quarter.
Cory Jubinville :
Got it. Thanks. And just one follow up. So we've seen some really great dry eye launches as well as some more lackluster ones in recent times. So in a general sense, what do you think really moves the needle in a dry eye drug launch? Is it labeling? Is it marketing? The patient experience on drugs? A differentiated mechanism? Just curious to hear your thoughts here as you move on to commercialization mode and how you plan to best address these key aspects of adoption?
John Snisarenko :
Yeah. No, great point. I think it's all of the above. We have to be -- we have to do a stellar job in each one of those levers each one of those segments. And I think one of the most important ones is for physicians to try and get experience with the product and for patients to try and get experience with the product. And so the -- being able to provide that patient that prescription with a reasonable out-of-pocket is key. So we feel our bridge program and our co-pay savings programs are going to be key to get initial trial very quickly. We have -- we feel very competitive share of voice in regards to the number of territory managers that are calling on the eye care practitioners. We're targeting 94% of the prescriber base that I mentioned earlier. And over the years, we've observed some of the aspects of the launches that are -- that have been done very well. We feel this is a very promotionally sensitive segment. So our investment as we get commercial insurance listings in direct-to-consumer, direct-to-patient advertising, is going to ramp up because we do see that this market does respond to investment on DTC and DTP. So we're going to invest in all of these levers. And hopefully, the combination of them is what's going to provide a stellar launch for us.
Cory Jubinville :
Excellent. Congrats. And thanks for taking our questions.
Operator:
Thank you. I would now like to turn the call back over to Dr. Jeffrey Nau for closing remarks.
Jeffrey Nau :
Thank you, operator. And thanks to all of you for joining the call today. As I mentioned in my opening remarks, we are extremely pleased to announce that TYRVAYA nasal spray indicated for the treatment of the signs and symptoms of dry eye disease is now available to eye care providers in the U.S. Our vision and focus on bringing innovative and transformative ophthalmic disease treatments to patients and building Oyster Point Pharma into a best-in-class ophthalmology company remains our primary goal. We look forward to seeing everyone next week in New Orleans at the American Academy of Ophthalmology Meeting, where we will continue to interface with the eye care community regarding TYRVAYA nasal spray. In closing, I want to thank everybody for joining us tonight and to have a great evening.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good evening, and welcome to Oyster Point Pharma's Second Quarter 2021 Earnings Conference Call. My name is Justin, and I will be your operator today. [Operator Instructions] At this time, I would like to turn the call over to Mr. Daniel Lochner, Oyster Point Pharma's Chief Financial Officer. Please go ahead.
Daniel Lochner:
Good evening, everyone, and welcome to the Oyster Point Pharma Second Quarter Earnings Conference Call for the 3 Months Ending June 30, 2021. This evening, we issued a press release containing our second quarter financial results and recent business highlights. In addition, our earnings press release and our Form 10-Q that was filed with the SEC after the close of market today are available on our website under the Investor and News section at www.oysterpointrx.com. Joining us on our call today are Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma; and John Snisarenko, Chief Commercial Officer. Following Dr. Nau, Mr. Snisarenko and my prepared remarks, we will open up the line for questions. During our call today, we will be making forward-looking statements regarding future events and the future performance of Oyster Point Pharma. Forward-looking statements include statements regarding Oyster Point's possible or assumed future results of operations; expenses and financial position; business strategies and plans; research, development and commercial plans or expectations; trends; market sizing; competitive position; our belief regarding our clinical trial outcome, including secondary endpoint analysis; predictions regarding product approvals or FDA decision-making; the impact of COVID-19; and the industry environment and potential growth opportunities, among other things. These statements are based upon the information available to the company today, and Oyster Point assumes no obligation to update these statements as circumstances change. Future events and actual results could differ materially from those projected in the company's forward-looking statements. Additional information concerning these factors that could cause results to differ materially from our forward-looking statements are described in greater detail in the company's filings with the SEC, including our quarterly report on Form 10-Q for the quarters ended June 30, 2021 and March 31, 2021, and our annual report on Form 10-K for the year ended December 31, 2020. I will now turn the call over to Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma.
Jeffrey Nau:
Thank you, Dan. Good evening, everyone, and thank you for joining us on our call today to discuss our second quarter 2021 financial results and recent business highlights. As you know, our PDUFA target action date for OC-01 varenicline nasal spray for the treatment of the signs and symptoms of dry eye is October 17, 2021. We are currently preparing the organization to support the launch of OC-01 nasal spray in the fourth quarter if approved by the FDA. As you've seen in our Q2 earnings press release, we have initiated hiring of sales representatives in July, and we are extremely pleased with the sales talent we have hired already from across the country. To date, we have received more than 6,000 applications from individuals interested in joining our sales organization, and we are excited about the culture and the team that we are building here at Oyster Point. As you may recall, we have previously communicated that we plan to hire 150 to 200 sales representatives calling on both ophthalmology and optometry, and we are on track to deliver this goal at the time of launch. Once in place, Oyster Point will have one of the leading U.S. eye care provider-focused sales teams in the industry. Oyster Point sales representatives are already in the field communicating our dry eye disease state awareness campaign, and we look forward to completing hiring in the sales team as we approach our PDUFA date. With regards to payer access, our medical affairs and access teams have been providing preapproval information exchange to many of the key payers already, and we are currently building our payer engagement calendars for the remainder of 2021 and into 2022. Our goal is to focus on achieving broad payer coverage to ensure access for eye care providers and patients. As we prepare for a potential launch, there are a number of major ophthalmology meetings that are important for Oyster Point to attend for the remainder of 2021, either virtually or live depending upon the environment in light of the current COVID pandemic. We have accepted presentations at the Women in Ophthalmology meeting and the European Society of Cataract and Refractive Surgeons meeting in Amsterdam. The 2021 American Academy of Optometry meeting will be held in Boston November 3rd to the 6th, and Oyster Point will have 3 accepted abstracts presented at this meeting. The 2021 American Academy of Ophthalmology meeting will be held in New Orleans November 12th to the 15th, and Oyster Point has 3 accepted abstracts that we'll present at this meeting as well. I want to commend our medical affairs team for their 100% abstract acceptance rate for these major ophthalmology and optometry meetings for the year of 2021. In addition to our development of OC-01 nasal spray for dry eye disease, we filed an IND in November to evaluate the potential of OC-01 for the treatment of Stage 1 neurotrophic keratopathy and announced that the first patient was enrolled in June 21, 2021. We expect enrollment to continue through 2021 and into the first half of 2022. We believe that OC-01's unique mechanism of action of stimulating natural tear film via the trigeminal parasympathetic pathway, as seen in preclinical and clinical studies, may be beneficial for patients with corneal epithelial hyperplasia and/or punctate keratopathy. This patient population is often underdiagnosed and/or misdiagnosed based on our clinical trial experience, and we think that these patients represent a meaningful proportion of the population suffering from ocular surface disease. Looking at our earlier-stage pipeline, Oyster Point is moving ahead with plans to engage with the Food and Drug Administration with pre-IND meetings for our Enriched Tear Film Gene Therapy platform. The first gene therapy target that we will focus on is the adeno-associated virus vector that codes for the human nerve growth factor protein. In our preclinical studies, we have shown the ability to transduce the lacrimal gland and harness its protein-producing machinery to secrete nerve growth factor onto the ocular surface for patients with Stage II and Stage III neurotrophic keratopathy. We look forward to continued progress and the start of IND-enabling studies in the second half of this year. Also, this past quarter, we entered into a collaboration agreement with Adaptive Phage Therapeutics to develop what has the potential to be the first evergreen antimicrobial to enter the ophthalmic market. Our focus will be bacterial infections of the ocular surface and anterior segment, and we look forward to announcing our first disease state target in the latter half of this year or early part of 2022. Lastly, at our recent Analyst Day this past July, we shared preclinical data on OC-01 and OC-02 simpinicline antiviral activity against SARS-CoV-2 and variants of concern. We have recently completed a number of in vivo studies and a nonhuman primate study with OC-01 nasal spray. And it's illustrated that within 24 hours of exposure, these compounds have the potential to dramatically reduce viral entry and replication with no evidence of viral subgenomic RNA in the nasal cavity after 48 hours. We believe that a nasal spray approach could represent a meaningful pre-exposure and post-exposure prophylaxis therapy as well as have the possibility to change the transmission dynamics and positively impact the coronavirus pandemic. In the upcoming weeks, we plan to complete a second nonhuman primate study investigating both OC-01 and OC-02 nasal spray, respectively, against the Delta variant of the SARS-CoV-2. Our vision and focus on bringing innovative and transformative ophthalmic disease treatments to patients and building Oyster Point Pharma into a best-in-class ophthalmology company remains our primary goal. I would now like to turn the call over to John Snisarenko, Oyster Point's Chief Commercial Officer, to discuss our ongoing preparations for the potential commercial launch of OC-01 nasal spray in dry eye disease in Q4 of 2021.
John Snisarenko:
Thank you, Jeff. The dry eye disease segment is a large market with over 17 million people diagnosed in the United States alone. Only a small proportion of these patients, approximately 2 million, are currently being treated with a branded therapeutic. Over 7 million people diagnosed with dry eye disease have tried and abandoned the currently available options. We believe that OC-01 nasal spray has a compelling therapeutic profile. That, if approved, may address the unmet needs of patients with mild, moderate and severe disease in dry eye disease and the eye care practitioners who provide for these patients. This product has been developed with the patient in mind, and it has the potential to provide a preservative-free nasal spray that naturally spares the ocular surface from harmful preservatives and common ocular side effects associated with topical eye drops. From a commercial perspective, launch preparations are underway, and we are progressing on 3 key prelaunch initiatives that we outlined last quarter. In early 2021, we introduced our dry eye disease awareness campaign. The website for this program can be found at www.dryeyeland.com, and that's spelled D-R-Y-E-Y-E-L-A-N-D dot com. The goal of the disease state awareness campaign is to reframe the narrative around dry eye disease and to educate practitioners on the importance of tear film homeostasis and how tear film instability impacts dry eye disease. Historically, education has been primarily focused on later-stage disease and the inflammatory component of that disease which, in our opinion, is a long-term sequelae of a disruption in tear film homeostasis. Interest and traffic to dryeyeland.com has been high as we continued our efforts to educate the eye care community in quarter 2 of 2021. The second phase in our launch preparation is in the area of market access and reimbursement. Our preapproval product dossier has been completed, and we have started the dialogue with payers about OC-01's therapeutic profile and value proposition. We will continue to meet with many of the key players in the upcoming quarter. We've also done quite a lot of research with payers, including a number of advisory boards, and we remain extremely focused on obtaining the best possible positioning of OC-01 post approval. The third stage is continuing to build out our sales team throughout the upcoming year. As we previously mentioned, we plan on hiring between 150 to 200 representatives, which would target greater than 90% of the current prescriber base of therapeutic dry eye disease products. As of the end of Q2 '21, our regional sales directors as well as all the district managers have been hired. In addition, the hiring of sales representatives was initiated in July, and this group of teammates has already been onboarded, trained and are currently calling on eye care specialists with our disease state awareness education efforts. The remaining sales positions have been posted, and our goal is to have them hired, onboarded, trained and certified prior to our PDUFA date. As Jeff stated previously, interest in Oyster Point sales positions have been very high with over 6,000 applicants to date. This has allowed our sales leadership to attract some great talent. Upon our planned launch post-FDA approval, our focus will be on broad eye care professional and patient education and marketing with a plan for targeted direct-to-patient campaign leveraging OC-01's novel MOA and nasal spray route of administration. Our sales and marketing efforts will be supported with a comprehensive patient support program. As a potential first-in-class nasal spray to treat the signs and symptoms of dry eye disease, OC-01's product profile may be compelling to both prescribers as well as patients. I will now turn the call back over to Dan Lochner, Oyster Point's Chief Financial Officer, to discuss our second quarter financial results.
Daniel Lochner:
Thank you, John. I will now provide a brief overview of Oyster Point Pharma's second quarter financial results. Additional details about our second quarter as well as our quarterly financial results can be found in our Form 10-Q that was filed with the SEC this evening. For the second quarter of 2021, Oyster Point Pharma reported a net loss of $22 million or $0.85 per share compared to a net loss of $15.5 million or $0.66 per share for the same period in 2020. As of June 30, 2021, cash and cash equivalents were $154.8 million compared to $192.6 million as of December 31, 2020. Total research and development expenses for the second quarter of 2021 were $6.7 million compared to $8.6 million for the same period in 2020. The decrease was primarily driven by lower CMC expenses incurred by the company in the second quarter of 2021 compared to the second quarter of 2020, which included significant preapproval inventory costs as well as expenses related to the preparation of the NDA filing in December 2020. Selling and general and administrative expenses for the second quarter of 2021 were $15.3 million compared to $6.9 million for the same period of 2021. The increase was driven by higher payroll-related expenses, including stock-based compensation expense of $4.8 million due to additional headcount as well as higher commercial spending of $1.8 million in anticipation of the U.S. launch of OC-01 varenicline nasal spray, if approved, in the fourth quarter of 2021. In addition, the company incurred higher other general and administrative expenses of $1 million related to accounting, legal, facilities, information technology and other office-related costs. The company also incurred an increase in medical affairs costs in the amount of $0.8 million during the second quarter of '21 compared to the second quarter of 2020. With that overview of our financials, I will now turn the call back to Jeff to finish our prepared remarks.
Jeffrey Nau:
Thank you, Dan. Before taking questions, we are also excited to announce, and this is hot off the presses, the signing of 2 agreements earlier today. First, as announced in our earnings release, we have entered into a credit agreement with OrbiMed Royalty & Credit Opportunities to provide us $125 million in aggregate funding which will enable us to continue executing on our business plan and our go-to-market strategy. In addition, we also announced and issued a press release that Oyster Point has entered into an exclusive license agreement with Ji Xing Pharmaceuticals to develop and commercialize OC-01 and OC-02 nasal spray for patients with dry eye disease in Greater China. Oyster Point looks forward to collaborating with both partners as we continue to execute on our preparation for commercialization. With that additional update, I'll now turn the call over to the operator to open up the line for questions.
Operator:
[Operator Instructions] And our first question comes from Stacy Ku from Cowen and Company.
Stacy Ku:
Congratulations on the progress. So first, given your very recent exciting licensing agreement with Ji Xing for OC-01 and OC-02, maybe just your thoughts on the European opportunity and potentially a starting point on the magnitude for EU partnership based on this last agreement or maybe, if you are interested in partnering, what kind of partner you might be looking for. And getting back into some of these ophthalmology conferences, what has been the feedback from clinicians? Maybe talk about some of the buzz before the potential approval. Or what kind of education is needed?
Jeffrey Nau:
Yes. Great, Stacy. And so I'll take the first part of the call. Thanks a lot for the question. And then I'll turn it over to allow John to add some additional color on the second part. So I would say, as with any partnership, a company like Oyster Point is really focused on, I would say, 2 main objectives. One is partnering with someone who has the research and development capabilities and also the clinical development and regulatory capabilities. And when we look at a partner like Ji Xing in China, we see both, and we're really excited about that type of a partnership. We're also interested in similar partners throughout the world. And what I would also say that is really important on the flip side is finding a partner who also has commercial capabilities. And there are not many partners throughout the world that are going to have both those R&D capabilities as well as commercial capabilities. And as we look at Europe, we really are excited about an opportunity there where we can treat patients who are in a more severe stage of the disease. As you know, in the United States, in our development program, we really focus on a broad patient population. And so we included mild, moderate and severe patients. The European market is a little bit different in the sense that the government there really tries to push for patients who have failed multiple over-the-counter or lubricating drop therapies before they then go on to a prescription therapy. And so we think that, that opportunity there is to really showcase OC-01 in that severe population. And as we present data from our clinical trials throughout the course of this year, we'll be really highlighting some of that data we have around that severe patient population, which we're excited about. As for the ophthalmology conferences this year, we began to go back to in-person ophthalmology conferences. I would say, as a whole, everyone is really excited to get back together and really be able to engage once again. A lot of excitement just around the product that we're bringing to the market, excited about the novel mechanism of action, excited about the route of administration, excited about the data that we've been able to share so far. And so we've been sharing at various medical conferences, and we will continue to do that, as I stated in my prepared remarks, through the American Academy of Optometry and the American Academy of Ophthalmology. We have a number of podium presentations. So we'll be able to continue to talk about our data, both on the podium as well as on posters as the year goes on. And then maybe what I could do is allow John to also share some of his experience at the recent American Society of Cataract and Refractive Surgery.
John Snisarenko:
Yes. Thanks, Jeff. And thanks, Stacy, for your question. One of the things that really was great to hear at these conferences is the awareness of the company, the awareness of Oyster Point. A lot of these physicians have seen the presentations on the clinical trial results. They're aware of Oyster Point building this world-class eye care company. And specifically, what they really mentioned was they're quite excited about the ability to have patients kind of treat dry eye with their own natural tears. A lot of these physicians prescribe a lot of different eye drops for different conditions. And the fact that we are taking an approach that we're sparing the ocular surface from additional chemicals, and we're actually using the ability of the body to produce natural tears, was something that they keep reiterating over and over. So the excitement is there, and it's building. And I think the fact that we have the ability to work upstream in the dry eye disease cycle is something that they're excited about.
Operator:
And our next question comes from Anupam Rama from JPMorgan.
Anupam Rama:
I was reading my colleague, Chris Neyor's note from earlier today related to Kala. And it just seems like that launch is disappointing here in dry eye. And what are you learning from that launch you think that you can apply or do differently for OC-01?
Jeffrey Nau:
Anupam, thanks a lot for the questions. And what I'll do here is have John chime in on some of the learnings from the launch as well, and Dan can deliver some color there.
John Snisarenko:
Yes. Thanks, Anupam, for the question. One thing I wanted to reiterate is that we have such a different mechanism of action that's very novel. From a steroid perspective, loteprednol has been prescribed for many different things, including dry eye in the past. And this is a -- Kala's product is loteprednol. So there are some limitations with the uptake that we've seen so far. We feel with a very novel molecule, a very novel approach, and even with our initial discussions with the payers, they feel that we have quite a lot of differentiation. They're very excited to have something new to add to the armamentarium and to offer something that is different from the anti-inflammatories that are out there. So our positioning will be very different. With the potential approval, we'd treat mild, moderate and severe patients right through the spectrum to the chronic patients. So I think we have quite a bit of differentiation, and we'll also be investing quite a bit in the launch, in regards to field force as well as marketing and around our patient services offerings.
Daniel Lochner:
And I would say the same thing, just being sure we're very focused on doing the best of our capabilities on market access and patient services really to be sure we're in a position to avoid any areas along the patient journey where patient abandonment could occur. And so we're spending a significant amount of time being sure that we're being quite diligent on all those parts in the journey. So at the time of launch, we can be in a position to really drive robust TRx.
Operator:
And our next question comes from Joe Catanzaro from Piper Sandler.
Joe Catanzaro:
Perfect. Maybe just one quick one for me. You guys have been pretty transparent about the interactions with the FDA during the NDA review process. I think you previously noted some CMC request. Just wondering if you could provide any updates there, whether there have been any additional requests from the FDA, perhaps the nature of those requests and the degree of confidence that a decision will be made on or before the October PDUFA?
Jeffrey Nau:
Thanks for the question, Joe. So we continue to engage with the agency as the review process goes along. We continue to remain on track. Again, our PDUFA action date is October 17. Our expectation would be sometime 30 days before, if not sooner, we would start into having those labeling negotiations. And so things are moving ahead as planned with no additional surprises. And so we continue to be available to engage or answer any questions and on track according to that PDUFA action date in October currently.
Joe Catanzaro:
Okay. Got it. I think there had been some questions to you as to whether there would be a preapproval inspection of the manufacturing facility given some of the CMC requests. Are your expectations that there will or won't be approval inspection?
Jeffrey Nau:
Yes. So great question. So at the moment, at least the feedback that we've received from the agency has been that their focus has been primarily catching up with facilities, especially those facilities where they've not been out to inspect them. And so there are, as you can imagine, a number of facilities with new products coming to market that have never been visited by the agency. We are fortunate enough that our facility has been visited by the agency within the last few years. So it will be at the discretion of the agency as to whether they come out before the PDUFA date or after the PDUFA date, but we are manufacturing currently on the line and in a facility that is producing products that have entered the market. So we feel comfortable with that particular position, although the FDA is not committing to whether they would be out preapproval or post approval.
Operator:
[Operator Instructions] And our next question comes from Patrick Dolezal from LifeSci Capital.
Patrick Dolezal:
It sounds like you're not quite yet in labeling discussions so this might be a bit preemptive. But to the extent possible, could you just provide any further guidance related to the potential for signs and symptoms label versus increased tear production? And perhaps comment on how much one label versus another might ultimately matter in the real-world setting.
Jeffrey Nau:
Yes. Thanks, Patrick. Great question. So yes, we have not begun the negotiation process yet according to the planned schedule. Although what I will say is in December of this year, in fact, the day after we filed the NDA, FDA did put out draft guidance around dry eye disease, which hadn't existed before. So I think it's really important for folks as they look at our product, as they look at other dry eye products out there to take a look at that guidance document. And we were provided from the agency guidance consistent with what's in that document before we filed the NDA. So we're very happy to see it put into print. As you know, our primary end point in ONSET-2 was the categorical change of 10 millimeters or more in Schirmer's score which, if you take a look at that guidance document, you'll see, on its own, supports the indication of signs and symptoms of dry eye disease. And then in our ONSET-2 trial, we also had meaningful improvements in symptoms on top of that categorical change in the primary end point. In the ONSET-1 study, we had not only the prestated or prespecified primary and secondary end points of signs and symptoms met, but we also had the post-hoc analysis of that categorical change. So we feel that we're in a very strong position with the label. We think that we're going to have a real robust label among the labels that are out there. I would point out that there are other companies out there in the marketplace. We don't consider all signs and all symptoms being equal. We think we have signs and symptoms that are clinically meaningful and relevant. And so we're excited for where we'll land with the label. And I think as it pertains to the question that you asked with regards to what the real world will do with regards to a signs and a symptom label or something that's less than signs and symptoms, one could just point to the fact that the one product with RESTASIS out there, that has what we would all call, say, a limited label, is currently doing $1.2 billion in sales versus the product with the signs and symptoms label, which is not necessarily at that level. And so what I would say is from the HCP perspective, probably less important than from the perspective of investors. And I think that the HCPs and patients are really worried less about the label and more about what's the product profile. And so as it pertains to our product, I think you're going to find a product that patients are going to like. It's a product that works very rapidly. It's able to give them that quick relief and also has chronic benefits when used twice daily over time. So in our clinical trials, we treated a very broad population of patient, as I stated before. I think it's the only product with these characteristics that's going to be in the marketplace. And then you add on this novel route of administration. So we are super excited to launch this product. Our sales teams are excited to launch the product. And so we're looking forward to heading into that PDUFA date and having approval.
Patrick Dolezal:
Super helpful. And one more, if I may, just pertaining to the Ji Xing agreement. Just to the extent that you could provide further details on the potential timing and size of these development and sales-based milestones, it would be helpful as to whether there's a line of sight in the relative near term.
Jeffrey Nau:
Yes, sure. Well, as we noted in the agreement, the upfront payment of $17.5 million will be paid out in the near term. And then I'll turn the question over to Dan and he can provide some additional color on the agreement itself.
Daniel Lochner:
Absolutely. And then I would say, in addition to that, with FDA approval of OC-01 in the United States, we would receive an additional $5 million. And that would be what we intend to receive in the current calendar year. And then, of course, additional payments would be potentially occurring as development move forward in the China theater. But we're still working on the development plan with Ji Xing. So we're not at the point of providing that guidance. But of course, those additional payments would be incorporated into the numbers that you saw in the release today.
Operator:
I will now turn the call back over to Dr. Nau for any closing remarks.
Jeffrey Nau:
Thank you, operator, and thanks to everybody who's on the call for joining today. As we look forward to everything that's happening at Oyster Point Pharma, not only with the OC-01 varenicline nasal spray launch this year in the fourth quarter, if approved, but also building out our pipeline, expanding and extending our reach with our first collaboration in China with Ji Xing Pharmaceuticals, we continue to execute on creating Oyster Point into a world-class ophthalmology company. We're really excited about being in Boston and New Orleans this fall with the American Academy of Optometry and the American Academy of Ophthalmology meetings as we potentially launch our first product into the U.S. marketplace. So in closing, I want to thank everybody for joining us tonight and for having a great evening.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good morning. My name is Laurie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Viatris First Quarter 2021 Earnings Call and Webcast. All participants’ lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I will now like to turn the call over to Melissa Trombetta, Head of Global Investor Relations. Please go ahead.
Melissa Trombetta:
Thank you, Laurie. Good morning, everyone. Welcome to Viatris’ first quarter 2021 earnings conference call. Joining me on this call are Viatris’ Chief Executive Officer, Michael Goettler; President, Rajiv Malik; Chief Financial Officer, Sanjeev Narula; Chief Accounting Officer and Controller, Paul Campbell; and Bill Szablewski, Head of Capital Markets. Well, some of us are in remote locations I would ask for your patience should we encounter any technical difficulties. During today’s call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2021. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today’s projections. Please refer to the earnings release that we furnished to the SEC on Form 8-K earlier today, for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. We also posted supplemental slides on our website at investor.viatris.com. Viatris routinely post information that maybe important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of SEC’s regulation fair disclosure. We also will be referring to certain non-GAAP financial measures including free cash flow and adjusted EBITDA. We will reference such measures in order to supplement your understanding and assessment of our first quarter 2021 financial results and financial guidance for 2021. Non-GAAP measures should not be considered a substitute for or superior to, financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations of the non-GAAP measures to those GAAP measures are available in our first quarter 2021 earnings release and supplemental earnings slides as well as in the Investors section of our website. In addition solely to supplement your understanding and assessment of our first quarter 2021 financial performance, we have provided in our earnings release and supplemental slides, and we’ll discuss during today’s call certain financial measures relating for the first quarter of 2020, including combined results of legacy Mylan and the Upjohn business with indicated adjustments, which do not reflect pro forma results in accordance with ASC 805 or Article 11 of Regulation S-X. Such measures do not reflect the effect of any purchase accounting adjustments. Let me also remind you that the information discussed during this call, except for the participant questions, is the property of Viatris and cannot be recorded or rebroadcast without Viatris’ express written permission. An archived copy of today’s call will be available on our website and will remain available for a limited time. With that, I’d like to turn the call over to Michael.
Michael Goettler:
Thank you, Melissa, and good morning, and thanks for joining us for our first quarterly earnings call as Viatris. I’m pleased to say that we’re off to a strong start with high quality first quarter results across the board. And this strong performance comes at a time when the COVID-19 global pandemic continues to evolve, taking different courses across the many geographies in which Viatris operates. We’re grateful to our colleagues around the world who continue to put patients first ensuring stable access to needed medicines, particularly in India and parts of Latin America, where significant resurgence has impacted our teams there. The health and safety of our colleagues and their families is our highest priority. And we’re supporting the continually evolving situation around the globe with urgency, with care, and with compassion. And for our patients, we’re working diligently to bring the medicines they need, including ramping up the production of antiviral medicines remdesivir in India and closely partnering with the government there to ensure access to this critical medicine. Back when we launched Viatris in November 2020, our vision was to build a new kind of health care company, differentiated by a global operating platform with significant scale and commercial capabilities and expertise across science, manufacturing, legal, and IP. A broad, diverse product portfolio that includes brands, complex generics and biosimilars and generics, and as agnostic to therapeutic categories, dosage forms, and delivery mechanisms, and a strong R&D platform that is well positioned to deliver broad pipeline of complex and novel products, including late-stage biosimilar programs. Our strong first quarter results validate the success of a diversified and robust business that can absorb headwinds in any individual part of the business while seizing market opportunities where and when they present themselves. In the first quarter, we reported net sales of $4.4 billion, adjusted EBITDA of $1.6 billion, and free cash flow of $799 million, which were above our original expectations. These results reflect the strength of our business, and were also partially helped by favorable timing of some revenue and expenses, and by favorable FX. Now, let me give you some key highlights for the quarter. The strength of our business was driven by solid performance across all four of our commercial segments. Developed Markets, Greater China, Emerging Markets and JANZ, which is Japan, Australia and New Zealand. Excluding the effects of LOEs or loss of exclusivity of Lyrica in Japan and Celebrex in Japan this quarter, we would have reported 3% growth on the actual exchange rate basis, or 2% decline on a constant currency basis, as compared to the combined LOE adjusted quarter one 2020 results. Lyrica Japan is our last major LOE, and we see no further significant LOEs impacting our business in the coming years. This quarter, we generated $163 million in new product revenue to partially offset inherent product erosion. And we’re on track to achieve $690 million in new product revenue for the full year. We’re continuing to shift to more differentiated and sustainable portfolio with strong growth in Complex Generics and Biosimilars, and growth of our recently acquired Thrombosis franchise in Europe. Regarding our pipeline, this quarter received notable approvals in Europe for Insulin Aspart and Bevacizumab and we made significant progress on many key pipeline projects which Rajiv will discuss later in more detail. With regard to the integration of our two legacy companies, we are pleased to say our plans are progressing smoothly. This quarter, I also had the opportunity to meet remotely with hundreds of colleagues around the world, and I continue to be impressed with the talent, the passion and the engagement that we have at Viatris. We are well on our way to forming as one team and making our performance driven, highly engaging and inclusive culture a reality. And for our shareholders, we’re delivering our commitments. The Viatris Board has declared an overall quarterly dividend of $0.11 a share consistent with 25% of the midpoint of the 2021 full year free cash flow guidance. We are on track to achieve $500 million in synergies this year. We are on plan and continue to target $6.5 billion in debt repayment by 2023. And we’re reporting our first quarter results with the enhanced disclosures and transparency that we previously committed to. We’re also aware of the interest by our shareholders in the sustainability of our business and our commitment to corporate social responsibility. And sustainability is fundamental to our mission, and embedded in everything we do. And I’m pleased to share that we published our inaugural Sustainability Report as Viatris. More details on that can be found in our website, including a deeper look at Viatris’ role in the important fight against COVID-19. In closing, we’re proud to report a very strong and high quality first quarter. We’re seeing underlying strengths in our business. And we are reaffirming our full year financial guidance for 2021, which incorporates the known potential headwinds and tailwinds for the remainder of the year. At the conclusion of the second quarter, we will be reassessing whether to update guidance for the full year. And while we’re not giving long-term guidance at this time, we continue to feel strongly that 2021 is our trough year as defined by the midpoint of our guidance of $6.2 billion adjusted EBITDA. And we believe that $6.2 billion is the true floor of our business, not just for this year, but also for future years. Now with that, let me turn it over to Rajiv to give you more details about our segment results, pipeline progress, and restructuring integration efforts. Rajiv?
Rajiv Malik:
Thank you, Michael, and good morning everyone. I would like to say hello to our employees around the world and thank them for all of their hard work and commitment to Viatris. I would especially like to recognize my colleagues and friends in India, and express my deepest sympathies to everyone who is enduring a very difficult situation as the pandemic resurges in the parts of the world. Earlier this year, we shared with you our approach to execute our ‘21 plan. Minimizing the base business erosion, executing the new launches, and to integrate and synergize. I’m very pleased to inform you that we are off to a great start. I’ll be making certain comparisons to combined LOE adjusted quarter one 2020 results on a constant currency basis, as well as comparison versus our expectations as included in our full year guidance. Beginning on Slide 10, our business performed better than expectations, but was down 2% in this quarter as compared to combined LOE adjusted quarter one 2020 results. Our brand business performed better than our expectations, driven by products such as EpiPen, Amitiza, Lipitor and Viagra. Our Complex Generics and Biosimilars business grew by 27%, largely driven by biosimilars. And our global generics business performed in line with our expectations. We delivered $163 million for the new launches and remain on track to meet our $690 million targets for the year. We continue to expect normalized based business erosion of 3% to 4% for the year. Our Developed Markets segment performed better than our expectations this quarter. Our brand portfolio performance was driven by higher EpiPen in the U.S. largely due to vaccination related buying. Yupelri our first nebulised LAMA performed in line with our expectations, and we are well positioned to expand this market. Our European brand business was helped by Creon, Dymista as well as our Thrombosis portfolio, acquired from Aspen, highlighting our ability to effectively manage our portfolio of established brands. Our Complex Generics and Biosimilars portfolio grew by 27% in developed markets, largely driven by pegfilgrastim, trastuzumab and adalimumab biosimilars. Our generics portfolio perform in line with our expectations once adjusted for COVID surge buying in the first quarter of 2020, which accounts for half of the year-over-year decline. I would like to provide a bit more color around our U.S. generics business, which is approximately 11% of our total business now. Our current generics portfolio is now a combination of diversified product forms, including extended release oral solids, injectables, transformers, and topicals. We implemented our disciplined approach to resource allocation and portfolio management, including the rationalization of negative margin products. We believe that extending this approach to our overall business will help us manage our base business more effectively. Looking ahead, we have assumed increased competition for our complex products like Xulane, Wixela, glatiramer acetate, in addition to the loss of exclusivity of performance. Moving to the next slide. Our Emerging Markets segment performed in line with expectations. Our business was affected by the negative impact of COVID on our lifestyle brands, as well as a onetime impact of change in go to market study in Vietnam. We see our Complex Generics and Biosimilars business growing over the year, driven by a number of new launches in multiple countries. Our generic business was roughly flat and in line with expectations. Our JANZ segment grew 14% as we adjusted for one time Lyrica, Celebrex, LOEs. Our brand portfolio in Japan had a strong performance driven by Amitiza, Lipitor and Creon. Lyrica LOE is performing to our expectations. We also launched the first adalimumab biosimilar in Japan. Our generic business performed strongly. Now, to Slide 14. Our Greater China segment performed strongly and grew by 9%. This was primarily driven by 30% growth of our retail channel, better than expected hospital channel performance, as well as the benefits from the COVID recovery. Our retail channel now represents 40% of our China business. We have assumed the full impact of VBP for 2021 as well as mid-year implementation of URP in certain regions. As already mentioned, on our guidance call, the trough of our China business will be determined by the timing of the full implementation of URP. We see continued momentum, and we look forward to investing in our pipeline in this region. Out of 25 products we identified for Greater China, we are well positioned to file six regulatory submissions in 2021. Now, switching to providing more details around the impact of the COVID-19. India is currently going through its worst pandemic phase, and we are doing everything possible to protect the health and safety of our employees in India. We are also working closely with the health authorities to maintain supply of remdesivir. We have a broad, diverse and resilient global manufacturing and supply chain footprint. We are not depending on any one country or a site. Even in India, our manufacturing footprint is spread over five different states, which mitigates the risk of disruption in any given part of the country. As Viatris our reliance on India, as a supply hub has relatively come down as compared to legacy minor. The diversity of our network helped us achieve an approximately 95% customer service level across the globe last year. We are continuously monitoring our inventories and currently are in a strong position from a supply point of view to meet our customer needs across the globe. I would now like to share some key updates on our pipeline shared with you on Investor Day. I’ll start with our biosimilars franchise on Slide 17. Our 351(k) Insulin Aspart for interchangeability is on track for July FDA goal date. Our insulin as part is also tracking towards its FDA goal date in July and is expected to include interchangeability. We are making steady progress for our biosimilar to Botox, and recently submitted our briefing package to FDA for agreement on Phase 3. We have just received top-line results for our clinical Phase 3 study for our biosimilar to Eylea, and are pleased to report that we have met the primary endpoint for this study. We receive European approval for the biosimilar to Avastin and Insulin Aspart. While we no longer have any open scientific questions with FDA, our U.S. approval of biosimilar to Avastin has been impacted by the delay in a pre-approval inspection due to COVID travel restrictions. The next slide shows our complex product pipeline. For our glatiramer acetate once-monthly, we have dose more than 900 patients and are on track for our submission at the end of 2022. We also achieve positive results in Phase 2 trial for meloxicam, which was designed as a proof-of-concept study for a quicker onset of acute pain relief as an alternative to opioids. We are excited that we have advanced a new low-dose formulation of Xulane, which we formerly called MR-100. We are expecting this product to be one of the smallest low-dose patches in its class and our Phase 3 clinical trials have been initiated. The next slide shows our continued progress in our complex injectable pipeline. Our octreotide MR Injection clinical study is well underway to support our U.S. submission. Clinical study for EU Trinza are on track for quarter two 2021. We are also in the process of initiating clinical studies for amphotericin B, previously called MR-118. I’ll finish with an update on our integration and restructuring program. As you can see on Slide 21, we remain on track to realize $500 million of cost synergies this year. Our workforce actions are well underway, including a recently announced voluntary retirement program in Japan, which is on schedule. As we announced earlier this year, the rationalization of 13 manufacturing sites have been identified, and closure or divestiture activities are in process. We are working very closely with regulators and our customers to avoid any supply disruptions, and are building appropriate safety stocks. With all of these actions underway, we remain confident that we will exceed our target of $1 billion in cumulative cost savings by 2023. Let we, now turn the call over to Sanjeev. Thank you.
Sanjeev Narula:
Thank you, and good morning, everyone. As Michael and Rajiv mentioned, we’re off to a strong start and I’ll walk you through the key drivers and how we see certain trends shaping up for the rest of the year. As you will see in coming slides I’ll make comparison to prior year Mylan standalone combined adjusted as well as our 2021 expectations. On Slide 23, we have summarized our results versus prior year on a reported basis, which reflects Mylan standalone results for quarter one, 2020. Adjusted gross margin and adjusted EBITDA benefited from contributions of Upjohn branded products and the strength of China, which was driven by stable sales and hospital business and retail growth including COVID recovery. In total, these factors lead to a significant increase in financial strength including profitability and cash flow generation. Moving to Slide 24, I have highlighted the drivers in the quarter compared to combined adjusted Q1, 2020 results. As a reminder, this chart reflects the sum of Mylan standalone results and Upjohn carve-out financial for a period of January 1, 2020 to March 31, 2020, adjusted for certain transaction related items including divested products in connection with combination. A few key comments on this chart beginning with LOEs as Rajiv mentioned, generic penetration is tracking in line with our expectation and year-on-year Lyrica and Celebrex in Japan are down by $206 million. COVID continues to negatively impact our business as a result of lower volumes across many of key markets, particularly Europe, where we saw pre-COVID surge buying last year and to a lesser extent in the U.S. In China, we saw favorable impacts due to COVID recovery. While we’re still anticipating a gradual recovery beginning in the second half, the recovery is likely to be slower across some emerging markets. Base business erosion was driven by normal price erosion and volume declines in U.S., Europe and emerging market. And for the rest of the year, we still forecast erosion about 3% to 4%. We’re off to a good start with new products revenue was primarily driven by European Thrombosis business, which grew versus prior year and additional uptake of Complex Generics and Biosimilars. Lastly, with respect to foreign exchange, it’s important to remember approximately 70% of our business is outside the U.S. In the quarter, the weaker dollars relative to key currencies, such as Euro, Chinese RMB provided approximately 5% tailwind compared to our combined adjusted 2020 revenue results. Moving forward, if rate remains at the current level, we expect to continued tailwind from foreign exchange consistent with full year guidance, the not to the level realized in quarter one. Moving to Slide 25, which bridges adjusted EBITDA, the year-on-year margin is declining because of item listed on the bridge. As you will recall from our 2021 financial guidance bridge, we were impacted by lower depreciation and amortization associated with Pfizer TSA, which negatively impacted EBITDA. Turning to Slide 26. Free cash flow came in above our expectations driven by strong operating performance benefits from working capital improvement initiatives and timing of onetime cost and CapEx. For the quarter, onetime, cash costs were approximately $340 million primarily related to integration cost in TSS startup. For quarter two, we expect both to increase over Q1 levels. With respect to cash flow phasing, we expect Q2 cash flow to be significantly reduced versus Q1 and expected to be our lowest for the year. The decline is driven by expected increase in onetime cash cost interest payments, which occurs semi annually in Q2 and Q4, an increase in capital expenditure. Turning to our balance sheet, strong cash flow allowed us to pay down approximately $1 billion in short-term debt. We anticipate that Q2 short-term debt will increase as a result of June maturity of $2.25 billion final payment of European Thrombosis business and the quarterly dividend. From a capital deployment standpoint, we declared our first quarterly dividend, which is consistent with our guidance framework. We do not expect the $0.11 per share amount to change for subsequent quarters in 2021. But all future dividend declarations are subject to board approval. Overall, we remain on track with our 2021 free cash flow guidance of $2 billion to $2.3 billion. Moving to Slide 28. As you heard from Michael earlier, we are reaffirming our full year 2021 guidance ranges based on a strong start we saw in Q1 balanced by expected headwinds for the remainder of the year. In terms of revenue phasing, we expect Q2, 2021 to be roughly in line with Q1, 2021. Due to modest recovery from COVID in Europe, continued strong performances China offset by expected negative impact of LOEs competition and more normalized EpiPen sales. Going forward, these items will pressure our gross margin to be more in line with our guidance range. As we look out to Q2, we expect SG&A to be in line with Q1 on an absolute basis. On a full year basis, we expect SG&A to be within our previously indicated range of 20.5% to 21.5%. Given these dynamics, it is likely that Q1 will be highest adjusted EBITDA quarter. Overall, I’m really pleased with the execution in this quarter in the commitment we delivered against including the initiation of dividend. With that, let me open the call to Q&A. Operator?
Operator:
Thank you. [Operator Instructions] Our first question comes from the line of Elliot Wilbur of Raymond James.
Elliot Wilbur:
Thanks, good morning. And first question will be for Sanjeev. Could you just maybe talk a little bit more in detail about some of the working capital initiatives that you’ve undertaken, how they impacted first quarter results, and then maybe just a little bit of color commentary on how working capital trends performed in the quarter versus your expectation? And just a quick clarification, you highlight $315 million in restructuring costs in the deck. And I think the guidance was originally for $450 million for the full year. Just want to make sure that the remaining cash flow drag related to restructuring is only $135 million for the balance of the year. Not sure if there’s other items that you should be thinking about, but just some clarification on that item. Thanks.
Sanjeev Narula:
Elliot, thank you for your question. So there are a couple of questions in that. So, let me take them one-by-one. So first of all very pleased with the cash flow generation in the business. Specifically talking about net working capital, there are two things going on. One is on the positive side, which is the initiative we’re taking as a company when you bring two companies together, managing our receivables, our payables and inventory. So that created an upside of roughly about $65 million in this quarter. And that going to continue to be – we’re going to build on that. So that’s clearly a positive. On the other side of the net working capital from operations we did little bit have a timing benefit. We were able to accelerate certain collections in Europe in this quarter, which actually helped us and will have an impact on the second quarter, but overall, we’re very pleased and I expect the net working capital improvement initiative to continue to help us for rest of the year. Coming to the kind of phasing as I mentioned about on the cash flow, second quarter, as I said will be significantly lower. Our net working capital requirement for second quarter will go up, Elliot, because couple of things going on, particularly about our debt pay – our interest in debt, it’s about $200 million we’ll be paying in second quarter, which is only paid in second and fourth quarter. So there is a quarter-to-quarter variation that is happening. But we are very pleased with that. With regard to your second question is about $350 million, as we have in our disclosures is combination of two items. One is the restructuring, which is related to the unabsorbed overhead of the 13 plants that we’ve gotten - announced, including Morgantown. Then the second part of that is about the severance that’s across the board based on the initiatives that we’ve taken on the synergy part. So that’s in line with our expectation. And there’s a comment that you made about $400 million that was on the one-time cost as part of the $1.5 billion. So all in line, what you see in this quarter is in line with $1.5 billion. And that is combination of two items, which is the severance costs and the restructuring costs, which is all part of $1.5 billion.
Michael Goettler:
If I can just add one thing, Elliot, the $350 million is expense, not cash. So when we’re talking about the cash impact of the restructuring, that phases over time, the charge in the quarter of a – from an expense perspective is the $300 million number to you’re referring to.
Elliot Wilbur:
Thanks.
Michael Goettler:
Thanks. Operator, next question?
Operator:
Your next question comes from the line of Umer Raffat of Evercore.
Umer Raffat:
Hi, thanks so much for taking my question. And I just wanted to start by saying this has to be the first time I’ve seen this level of visibility into your product revenue. So appreciate that very much. I had two quick ones. If I may first, the China retail business is up 30% year-over-year. And I’m just trying to understand is that all cash pay, or could payer – if there’s payers involved could they find a way to come back and add in some new price corrections down the road? Just trying to figure out how durable the trends are in Lipitor and Norvasc is really what I’m getting at. And one for Rajiv, as well, Rajiv on Botox biosimilar, I saw that you guys are submitting a briefing package. Does that mean that you’ve adequately validated and characterized and figured out all the process scale up? Is all of that done at this point? Thank you very much.
Michael Goettler:
Well, let me thank you for your comment on the transparency. That’s exactly what we tried to do. And we continue to take your feedback on that. And Rajiv you could also add both the China and Botox question please?
Rajiv Malik:
Umer, thank you. First of all, we are very pleased with our performance in China as you see retail continue to grow, go strength-to-strength. We also see the better than expected management of our hospital business. So there are two things interplaying into this. Now to your specific question, predominantly retail is cash paid, but there’s a little bit of, employer base sort of healthcare – when you have that healthcare support, that’s a little bit of still where the payers are involved, I can give you exactly the what percentages of that, but is predominantly the cash base. Now, the second question on the Botox – our program is, moving on very well aligned with our partner events, we had laid out, we had gone and met FDA couple of times, we understand their expectations, we have come to a point where we just seeking the agreement on basically both the biosimilarity as well as the clinical program. So, we have enough data now to go back and share with them before we move on. So, we are at a critical stage at this. And I’ve seen – I’m very optimistic about this program as we go along.
Michael Goettler:
Okay. Operator next question, please?
Operator:
Your next question comes from the line of Nathan Rich of Goldman Sachs.
Nathan Rich:
Hi, good morning. Thanks for the questions. I had two on the competitive dynamics and how they’re playing out relative to your expectations. First, it looks like on the sales walk, the base business erosion of $111 million in the quarter that’s running kind of well below, I think the range that you anticipated for the year. I know that the impact may build over the course of the year but I’d be curious to get your comments on how that flows through the P&L. And then the second question was related to the Lyrica headwind, it looks like $206 million in the quarter that I think if we annualize that would be above the range that you gave at the back at the Analyst Day. I know it includes Celebrex now, so any additional color you could provide there on in terms of, what you’re seeing would be helpful? Thank you.
Michael Goettler:
Thank you, Nathan. I think I’m going to give both questions to Rajiv, and Rajiv I think Lyrica Japan specifically.
Rajiv Malik:
Yes. Lyrica, specifically, I think that 200 sets is a combination of Lyrica and celecoxib, Celecox, 140 of that is Lyrica and about 60 - 65 of that is the celecoxib.
Sanjeev Narula:
Yes, I actually Nathan both are in line, you’re referring to the guidance that we gave at the beginning of the year that only had Lyrica identified that, and then now we are capturing both. So that both are tracking in line with what we had assumed in our guidance as Rajiv pointed out.
Rajiv Malik:
And overall on a base business, just also there was a comment on the base business, underlying business Nate, I can tell you across the geographies whether I start with China or talk about the Developed Markets, North America, Europe, it’s strong, the underlying business is strong, the competitive dynamics are exactly what we had assumed. We see that strength. I think that approach we had adopted to manage this base is a key and – our focus will be to optimize, leverage and minimize the base [we’re in] (ph). So, as we go along, I think it’s going to further evolve and we’ll keep you posted on that.
Michael Goettler:
Thank you, Rajiv. And I think I mean, what we said from the beginning, we want to build a new kind of healthcare company. One that’s diversified and robust and we really see this playing out this quarter with strength and all four of our regions, all four of our commercial segments, as well as all three of our categories, whether it’s generics, complex generics, and biosimilars or brands. We’re very pleased to see that. Operator, next question, please?
Operator:
Your next question comes more from the line of Chris Schott of JPMorgan.
Chris Schott:
Great, thanks for the questions. Let me echo Umer’s question – comments earlier about the disclosures being very, very helpful here. Just for me, first on China, any additional clarity or certainty on URP and the impact if implemented? I know, there’s some still uncertainty about that the last update and I just want to see if you’ve been any additional learning’s since then. And the second question I had was just on the developed market, Complex Generics and Biosimilars, and I guess, just trying to make a little bit of flavor here of any products in particular that are particularly driving the growth that we’re seeing, and is this level of growth reasonable going forward? So, I think you are seeing some competitors to some of those products, as we think about the next few quarters. So just a little bit more color about, how to think about that, that line item evolving as the year progresses. Thanks so much.
Michael Goettler:
Rajiv, you want to start with both of these.
Rajiv Malik:
Yes. So first was on China.
Michael Goettler:
Yes, URP.
Rajiv Malik:
Given the nature of the implementation, Chris, difficult to give us more visibility, as we learned, as it was evolving, the URP was announced, it was announced that it’s going to be implemented in 11 cities, it has obviously a little bit changed. Chengdong provision has just implemented in, recently, and we assume, we had assumed that as we go in the year as we had predicted, five or six other provinces will implement it, perhaps not 11 cities. So there is a change. So, we have been watching it closely. And given the nature of its implementation, it’s very difficult to give you exact how it’s going to evolve, and what timing, but one thing we know, we’ll keep you informed and the bottom of our China or the – trough of our China business will depend upon the extent and the timing of the implementation of the URP. Now, the second question is a pause about the complex and biosimilars category is at developed markets. The biosimilars are key contributors to this growth driven by the launch over the last year – year-over-year trastuzumab, pegfilgrastim, Hulio growing in – Hulio growing in especially in the Germany and as launching these biosimilars also between Australia and Canada and many of these European markets. So that’s the, I would say the key driver behind this growth, behind this segment.
Michael Goettler:
Next question, please?
Operator:
Your next question comes from the line of Balaji Prasad of Barclays.
Balaji Prasad:
Hi, good morning, and congratulations on the quarter. Just a couple of multipart questions on global generics side. So, as I look at Developed Markets generics being down 14%, can you kind of call out the pricing impact on especially in North America and its relative importance to you? And also as we look at COVID research on India, and you called out that your supply chain is dealing from this, but can you comment on any impact to supply chain from your partner Biocon was based in Bangalore, that’s one of the most impacted cities? Thank you.
Michael Goettler:
Thank you. So on the global generics and specifically the U.S. generics question, ask Rajiv to answer, but just Balaji just to point out again, that, this is 11% of our overall business. And, we have the – one of the strengths we have is that we have such a diversified portfolio now of products, but I think we’re also feeling very well within the category, Rajiv as you can comment on that please?
Rajiv Malik:
Absolutely the U.S. as Michael said, 11% of our total business diversified mix, between the – even within the generic as we say, left or extended reestablish, as I mentioned, a lot of injectables, a lot of patches and topicals overall pricing trends are very similar to what we had anticipated the mid single-digit, if I correct this for COVID because if you remember Balaji last year to one was when the COVID, impacted and there was some last 15 days surge buying on some of the products, if I correct it U.S. generics are roughly around 4% decline year-over-year, very much in line what we had expected so, I end up extensively from our U.S. business point of view. We have healthy inventories in the channel, we have strong customer service levels, and believe our diversified portfolio our new launches and steady supply is being appreciated by the customer. So, we feel very good about our, this 11% part of the business also. Now, coming back to India, last year was no different five months, almost Balaji, if you remember, India was under complete lockdown from March onwards to almost up to July or August, there were four or five months of complete lockdown. We lost about 95%, 96% of our customer service level over the period. Especially regarding to Biocon, we are working very closely with Biocon and at this point of time where we stand, I don’t see any issue. If I look – if I forward look, we are keeping our eyes to the ground, we are staying close with our customers. We are working closely with the regulators. We’re trying everything to take care of our employees, especially the frontline employees. So, yes, India is important. And at the same point of time, what Mylan legacy, the way Mylan legacy was dependent upon India, I think are dependent as a new company Viatris is very different now on India. So, I think all in all and, it’s tough. It’s challenging over there, but we feel good where we stand, from supply point of view.
Michael Goettler:
Yes, let me underline that, I think the strength of our supply chain, the diversity of supply chain is very robust, and that it gives a lot of confidence. I think, as a general comment on COVID, it’s opposite still ongoing, we’re still very much in the midst of it. What we do see is, from a demand perspective, kind of a divergence in the countries where, some countries are clearly improving. And China, for example, has been actually headwinds, because we compare this quarter to a very low first quarter last year, because COVID started there first. We see other regions slowly recovering, mostly due to vaccinations, and then we see countries getting worse, like India or Latin America. So, I think what we can say, overall, at this point, we’re reaffirming our guidance. We assume a gradual recovery in the second quarter, and we pray confident that the diversity and the robustness that we have both on the commercial side as well as supply side, but shows the strength of our model. Next question, please?
Operator:
Your next question comes from the line of Greg Gilbert of Truist Securities.
Greg Gilbert:
Thanks, good day, folks. Just making sure that your comments about potentially updating guidance next quarter comes from a position of strength, just in case there’s any investor confusion about why you decided to say it that way. And then Michael, I think it’s a strategic question, perhaps, I think it’s pretty clear to investors, why companies like Merck and Pfizer and others decide to divest or separate their legacy businesses to reduce complexity, to focus on innovative activities, et cetera. But how would you describe to investors the value proposition of a story like yours, maybe some angles that the street may not appreciate from your perspective as a longtime operator within one of these companies, not sort of just we need to be estimates and maybe get a value? Rerate that? What are some of those real value propositions from an operational point of view that you sense folks don’t understand? Thank you.
Michael Goettler:
Okay. Greg, thanks for those questions. Let me start with the guidance question and the update for the second quarter. Look, I think it’s very clear that we are very, very pleased with our quarter one results. We come from a position of strength, there’s no other way to say it. I think the results show and really validate, as I said, multiple times the diversified and robust business model that we have, that can absorb individual headwinds in one part of the business but really jumping and seizing on opportunities, where and when we see them. And I think, you saw us do that in quarter one. You also see the strength of quarter one being in all four of our commercial segments and all three of our categories, whether it’s brand, generics or complex generics and biosimilars, and we’ve been, I think, very transparent, what part of that is due to timing, what part of that is due to X and what part of it is we underlying business performance, but it’s also just one quarter. So, what we’re saying is at this point, we’re reaffirming our guidance for the year. We’re very confident that, that applies to revenue EBITDA and cash flow. We’re confident that we’re delivering on our commitments. And as we would in regular course of business doing, we’ll look at it again after the second quarter and then update the guidance at that point. So that’s what that’s comment is. On the question you have on Organon. I think it’s very clear that, we’re very pleased with this because it’s a real positive for investors to have another company to add as a comparable to our newly created peer set. But we obviously focused on running Viatris, we’re 100% focus on that, and we’re excited about the differentiated platform that we have. And let me give you some of the differentiation. One, we have a truly global operating platform, one that has significant scale, significant commercial capabilities, expertise across science and manufacturing, legal IP. Very importantly, we’ve got a broad and diverse product portfolio that includes brands complex and biosimilars and generics. And that is less important is agnostic to any particular therapeutic area to any particular dosage form or any particular delivery mechanism. And that gives us robustness and opportunities going forward. And we’re very proud of the strong R&D that we have, they’re really positions us well to deliver a broad pipeline of complex and novel products, including the late-stage biosimilars, we saw some of the progress, we made in the pipe – on the pipeline, just this quarter. So that’s what I would comment there. We are focused on Viatris, and I think the robustness and diversity of the platform is unique that we have.
Operator:
Next question comes from the line of David Risinger of Morgan Stanley.
David Risinger:
Yes, thanks very much. So, my first question is, could you please discuss organic revenue growth prospects from the 2021 base going into 2022? And then second, could you talk us through your expectations for competition to branded generics ex-U.S. longer term from pure generic companies? Thank you.
Michael Goettler:
Okay, let’s start with the organic growth 2021 to 2022 release, Sanjeev you can provide some color on that. And then I’m not sure I caught the second question, but that may be Rajiv you can…
Rajiv Malik:
It’s a competition of branded...
Michael Goettler:
All right. Sanjeev.
Sanjeev Narula:
Yes, so David. So, as we talked about before, in terms of where we – when we gave the guidance that we know, we spent time looking at 2021, we brought both companies together. And brought that and gave you guidance with the transparency that you saw. We’re right now in the midst of working on our long-term strategic plan in terms of trying to understand all the levers of our growth in terms of organically where we could see that whether it’s branded, complex generic biosimilar, and then generics. All that is working in progress right now. We’ll come back later in the year to talk to you about where the opportunities are. But I feel very confident of what we see with the first quarter in terms of all the opportunities we have to drive organic growth, whether it’s in the branded side, whether it’s in the – whether it’s a generic side, whether it’s China in all the geography. So feel good about it, but more to come as we come back with that midterm guidance.
Rajiv Malik:
So David, to your question around the branded generic competition, let me break it into a little Developed Markets and JANZ and China and give you a little granularity. From the U.S. and Europe these markets, these products are commoditized, they are steady-teddy, whatever is left is steady-teddy – these are for reason they are called iconic brands. So there’s a still brand share they manage some of these markets. So, we have seen over the last three, four, five years, there’s pretty steady business not much erosion there. Emerging Markets is where still there’s an iconic these brands and there’s a value for these brands, people are looking for these iconic names. And these are the branded generic market for say the healthcare environment as the – the consumerism is growing, as spend on the healthcare costs is growing. We see the opportunity over there, many of these markets are mixed back, but the growing emerging markets we sometimes call them between us, this is where we see some opportunity over there. You’ve seen at JANZ once you lose – you have a LOE there’s a combination of retaining some of the brand business and the AG business that kicks in for us. We have a pretty effective weapon in terms of authorized JANZ to retain our market share, markets like Japan, especially Japan. And you are already seen the value of iconic brands and how much equity they can hold in a retail channel like China. So, for say we are not very much – overall if I have to say, we are not very much concerned about the competition coming in from generics to this brand, I think we’ve factored is, the way we are managing this business is at a very granular level, no one global approach, but a country by country approach.
Michael Goettler:
May be the one thing I would like to add to the question on the organic growth and the rhythm opposite is not giving guidance, right. But, I just want to point against the two comments we made already, which is one is, what we disclosed today, the $6.2 billion as a flow on EBITDA going forward, I think that should give a lot of confidence. And then the strong cash flow growth that we see because of EBITDA, and because of reducing onetime expenses. So that should help a little bit until we give further guidance later in the year. Next question?
Operator:
Your next question comes from line Jason Gerberry of Bank of America.
Jason Gerberry:
Hi, guys, thanks for taking my question. So just one follow-up is, should investors look at this year’s revenue as a trough as well, I know, that’s one question that because revenue was omitted. And then on pipeline, for one key, there’s the call out on thrombosis. So just wondering about sort of the more true pipeline versus M&A new product. And from like, the truer pipeline products baked into guidance, how comfortable are you that you’re through the regulatory legal gaining factors to really deliver on the full year, new product revenue guidance? Thanks.
Michael Goettler:
Okay. Thanks, Jason. What we said is, again, we’re not giving guidance at this point, but the $6.2 billion as a floor, we highly, highly consider them because, we know all the levers that we can have. We know the robustness of our business, and an EBITDA you can pull many levers. Free cash flow, high confidence again, because we clearly see the growth coming driven by EBITDA and lower onetime costs. On revenue, we got a good understanding of the base erosion that we have in the business. We have a good understanding of the new pipeline revenue we can be – we can bring, but, if you look at a quarter-on-quarter or even year-on-year, it can be a bit choppy, because of things like COVID. For example, or because of Europe China timing, if that gets further delayed, that will change a little bit how 2021 over 2022 develops. So, we’ll give you an update throughout the year on revenue and again, look for more long-term guidance towards the end of the year on that. Now on the question of thrombosis business, we can break this out, and I’ll ask Rajiv to maybe to break out the number of the pipeline. That the one thing I do want to highlight though is, the thrombosis business was always part of the number we gave you for the pipeline. So that’s in line with expectations. And I think the important thing that I would like to highlight for this quarter is that we are growing that business on a like for like basis. So that we – that’s I think shows the strength of what we can bring to the business like this and we take over. Rajiv?
Rajiv Malik:
Look, yes, and it’s a portfolio approach $690 million was around the new product portfolio, we called it. There are many – there are about 200 plus products into this. Now, obviously, when you have a portfolio product, some products can be a little bit delayed, somebody – some products that are performed better than expectations. We remain very confident that we’re going to achieve $690 million, despite we are seeing a little bit delay in some inspections in India, for example, Biocon called out the bevacizumab, which is Avastin’s biosimilar, but it’s not going to impact us materially from the numbers point of view. Today morning sitting over here, we just got approval in of Avastin biosimilar in Australia. So, approvals are taking in from all over the rest of the world, a little bit here and there, we’ll see something, but it’s going to not come in the way of achieving $690 million new launch revenue for this year.
Michael Goettler:
Thanks, Rajiv. Next question.
Operator:
Your next question comes from Akash Tewari of Wolfe Research.
Andrew Newton:
Hi, this is Andrew on for Akash, and I just had two if I can. First on China, how much of the like the revs in the quarter were from FX. And I asked because the pie chart you showed earlier this year kind of implied about $1.7 5 billion in Chinese revenues this year. And I think like the run right now is a good bit above that. So, is this just an FX issue? Or is this like need to be adjusted downward for additional pressures from like VBP and URP, coming in the back half of the year? And then secondly, on EBITDA growth, if I use your starting debt this year, the midpoint of your guide and your debt paid down guidance and your leverage goal, and I put those things together. It kind of implies to me that you’re looking at a 2023 EBITDA figure somewhere between like $6.8 billion and $6.9 billion given you’re going get another $500 million in synergies over 2022 and 2023. That would imply organic EBITDA growth, somewhere in the like $100 million to $200 million range, so pretty flat on that item. Is that the right way to think about it and are there other levers you can pull to change how this would looking out? Thanks.
Rajiv Malik:
Okay, thank you, Andrew. Look on China. Let me ask the question on China – but on EBITDA growth, let me take that first. We’re obviously not given guidance now for 2023. Right, we’re not going to do that. As we will give you a feeling for that later. We said that the 2.5 times leverage is our long term goal. And that’s our long term goal post 2023. So that hopefully helps you to model that a little bit. On China, clearly, we do still expect your peer to come in the second half of the year. So take that to account for the rhythm of the numbers. And Sanjeev maybe you can give some color on the FX column.
Sanjeev Narula:
Right. Right. So, if you look at the Slide 14 that we had as part of our presentation. So that kind of breaks it out between FX and the operational growth, what’s going on? So, I think on both sides, you’re absolutely right. FX is a tailwind in China. Chinese RMB, which was in the RMB7 to $1 is roughly at $6.5 billion this time. So there is obviously a tailwind coming from the FX, but operationally as well. Greater China is done well. Part of it is driven by the fact last year, we were impacted by COVID big way in products like Viagra, we’re doing better this quarter. But again operationally, as Rajiv pointed on in this comment we’re doing well, so that’s the answer to China question. And then things will normalize as COVID impacts – COVID recovery happens in case of China.
Michael Goettler:
Thank you, Sanjeev. Next question Please.
Operator:
Your next question comes from the line of Ronny Gal of Bernstein.
Ronny Gal:
Good morning, everybody and appreciate you filling me in. Two questions if you don’t mind product specific, first about the interchangeability for Glargine and Aspart. So first, I will obviously be quite an achievement being the first biosimilars approved as interchangeable. I guess the question I have is about the commercial levers that you can play here. It seems that the payer market is somewhat blocked by the competitors at least that’s what they’re suggesting. I was wondering if you do have some levers in the channel that interchangeability gives you that will allow you to leverage those products and should we expect that in 2021? Or is this more for 2022, 2023 contributor? And second, regarding botulinumtoxin biosimilar, the requirements in the guidance talks about characterizing the quarter structure, and the post translational modification across multiple batches, which seems to be very hard in the case of botulinumtoxin, I was kind of wondering if you actually just met those? Or is the FDA simply established more functional guidelines for the botulinumtoxin just giving the very small amount of product in every sample? Thank you.
Michael Goettler:
Rajiv?
Rajiv Malik:
Yes. So first one…
Michael Goettler:
Yes. So first one was on interchangeability Glargine, Aspart and any channel at all…
Rajiv Malik:
Look first of all I think that from interchangeability point of view, we obviously have been staying close with the FDA on Glargine and we know exactly where we stand. So by September – sorry, our July goal date, we expect to have this behind us and have first interchangeable Glargine with both vials as well as [indiscernible]. You’re right about the peer under waiting challenges and all that. And in discussions with many of these customers, we see this as an opportunity to sort of relaunch this product. Once we are very interchangeable Aspart once we have interchangeability around there. It’s our opportunity to basically relocate into this that challenges which we have here so far, in picking up the market share, which we have been slowly and steadily picking up we’re running around 2.5%. But it’s not where we want to be. So that’s going to give us an optionality and opportunity to look into this product in a very different way and essentially relaunch the product, as we go further. Now, on from the Botox point of view, you’re right. This is where I think the FDA’s guidance and thinking continues to evolve, as we keep on sharing with them the information. It’s just nothing different than what happened on and where, when you continue to interact with FDA between the – from the science point of view, the challenges you have, what’s achievable? What’s not achievable? And I can tell you, Ronny at the moment, we feel very excited and positive about the early science that data which we have already got, and so for the feedback from FDA, which we have been getting.
Michael Goettler:
Thank you, Rajiv. And I think we’re a little bit over time, but we want to have time for one more question, please. Operator?
Operator:
Your final question will come from the line of Gary Nachman of BMO Capital Markets.
Gary Nachman:
Okay, thanks for getting me in. Good morning. Michael, what do you expect the pace will be securing partnerships in various regions for the global healthcare gateway? Are there already a lot of discussions ongoing with different parties? How long before you really start to execute on that? And in what regions do you think would come first? And then secondly, the $1.5 billion of cost to achieve synergies is there a chance it’ll come below that this year? And how much will those costs come down next year? Just want to get a sense of how everything is going on that front and the impact to cash flow if you were conservative or if that’s really the accurate assessment at this point? Thanks.
Michael Goettler:
Thank you, Gary. So let me say on the global healthcare gateway, obviously, is a very important topic for us, we’re constantly looking for opportunities to create value for patients, or partners, and especially for our shareholders. And we’re going to always apply in our disciplined investment criteria, and very, very strict to diligence on that. So, you can absolutely expect us to be very active in the space, but consistent with our capital allocation priorities. In terms of focus areas, I want to maybe highlight for, one is, established brands within our therapeutic categories or established channels that we have that are synergistic to that. You’ve seen what we can do with this from thrombosis franchise, for example, where we take it and improve on it. Biosimilars clearly our focus area for us, China is a focus area for us. And then anything that helps us go up the value chain with more differentiation and longer tails. We’re not – we’re looking for long-term sustainable kind of revenue in these areas. So that’s, I would say these are the areas that I want to focus on. And then on the $1.5 billion, Sanjeev if you could take that question?
Sanjeev Narula:
Yes, sure. So obviously, we are monitoring and managing the onetime spent very closely in this quarter, as I mentioned in my prepared remarks, we had $340 million. So at this point in time, where we are – I see we will be in line with our expectation of $1.5 billion, clearly the other thing important to note is, quarter-to-quarter, there’s going to be variability. As I said quarter two the onetime cost is going to be higher, because of a lot of the tax and legal settlements that are happening in quarter two, but overall for the full year, we expect that to be around $1.5 billion. Going forward, again, not giving the guidance and I think the simple way to think about this is by the end of third year, I expect the $1.5 billion to be down significantly to the level that legacy Mylan used to be, which was, I think, in 2017, 2018, used to be about $500 million. So, as you can see the trajectory is going to come down significantly next year. And obviously when we provide the 2022 guidance, we’ll let you know about the exact amount.
Michael Goettler:
Thank you, Sanjeev. So unfortunately, we’re overtime. But let me just summarize. You’ve seen our first quarter results. They’re very strong. We’re very confident and proud of them. And they validate everything, the strengths of the diversified and robustness business model that we have. And that differentiates us as a company. You’ve seen us meeting our financial commitments, we will continue to do that, including declaring a dividends, paying down our debt and on track to deliver on our synergies. We are reaffirming our full year 2021 guidance. And as we said after the end of Q2, we’re going to look at that again and reassess whether we would update that guidance. We continue to remain confident that 2021 is our trough year. And we gave a definition of that, that definition is $6.2 billion and EBITDA as our floor going forward. And with that, I want to thank you for all the questions and look forward to continued discussion. Thank you.
Operator:
Thank you. This concludes today’s Viatris first quarter 2021 earnings conference call and webcast. Please disconnect your lines at this time. And have a wonderful day.
Operator:
Good evening and welcome to Oyster Point Pharma’s Fourth Quarter 2020 Earnings Conference Call. My name is Josh, and I’ll be your operator today. After the company’s formal remarks, there will be question-and-answer session. At this time, I would like to turn the call over to Mr. Daniel Lochner, Oyster Point Pharma’s, Chief Financial Officer. Sir, please go ahead.
Daniel Lochner:
Good evening, everyone, and welcome to the Oyster Point Pharma’s fourth quarter earnings conference call for the three months ending December 31, 2020. This evening, we issued a press release containing our fourth quarter financial results and recent business highlights. In addition, our earnings press release and our Form 10-K that we filed with the SEC this evening are available on our website under the investor and news section at www.oysterpointrx.com. Joining us on our call today are Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma; and John Snisarenko, Chief Commercial Officer. Following Dr. Nau and John and my prepared remarks, we’ll open up the line for questions. This conference call contains forward-looking statements regarding future events and the future performance of Oyster Point Pharma. Forward-looking statements include statements regarding Oyster Point’s possible or assumed future results of operations; expenses and financial position; business strategies and plans; research, development and commercial plans or expectations; trends; market sizing; competitive position; our belief regarding our clinical trial outcomes, including secondary endpoint analysis; predictions regarding product approvals or the FDA; our efforts to manage the impact of COVID-19; and the industry environment and growth opportunities among other things. In addition, this conference call discusses products that are under clinical investigation which have not yet been approved for marketing by the Food and Drug Administration. They are currently limited by federal law to investigational use and no representation is made as to their safety or effectiveness for the purpose for which they are being investigated. These statements are based upon the information available to the company today and Oyster Point assumes no obligation to update these statements as circumstances change. Future events and actual results could different maturely from those projected in the company’s forward-looking statements. Additional information concerning risk factors that could cause results to differ materially from our forward-looking statements are described in greater detail under the caption Risk Factors in the company’s filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 18, 2021. I will now turn the call over to Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma.
Jeffrey Nau:
Thank you, Dan. Good evening everyone and thank you for joining us on our call today to discuss our fourth quarter 2020 financial results and recent business highlights. As you know on December 17, 2020 we submitted our NDA for OC-01 nasal spray with an indication for the treatment of the signs and symptoms of dry eye disease. In the coming days we expect to hear back from the FDA regarding the acceptance of our NDA for review and the PDUFA date if accepted. Once we are in receipt of the correspondence from FDA we will issue a press release announcing the NDA acceptance. In addition to our OC-01 nasal spray for dry eye disease, we filed an IND in November to evaluate the potential of OC-01 for the treatment of Stage 1 and Stage 2 neurotrophic keratopathy. We believe that OC-01’s unique mechanism of action of stimulating natural tear film via the trigeminal parasympathetic pathway is in preclinical and clinical studies may be beneficial for patients with corneal epithelial hyperplasia and/or punctate keratopathy as well as those with persistent epithelial defects. We plan to begin enrollment of the Phase 2 OLYMPIA clinical trial in the first half of 2021. As we are preparing for a potential launch there are a number of major ophthalmology meetings that we plan to attend either virtually or live in 2021 dependent on the fluent environment in light of the current pandemic. The 2021 Association for Research and Vision and Ophthalmology meeting will be held virtually May 1st through the 7th. Oyster Point’s Phase 3 ONSET-2 data will be presented at this meeting with a time and date details to be announced. The 2021 Royal Hawaiian Eye Meeting at present will be held live from May 8th through the 14th in Maui. The American Society of Cataract and Refractive Surgery is scheduled for July 23rd through the 27th in Las Vegas. And the American Academy of Ophthalmology Annual Meeting will be held in New Orleans from November 12th through the 15th. We are looking forward to a year where we are able to showcase at the various ophthalmic meetings the data from our clinical development program and highlight what we believe is the strongest dataset from the treatment of a real world population in the dry eye space. We expect 2021 to be an incredible year for the company as we transition from a clinical development company to a commercial organization that remains committed to the research and development of therapies to treat diseases of the ocular surface. We plan on bringing innovative and transformative ocular surface disease treatments to patients and building Oyster Point Pharma into a best-in-class ophthalmology company. I would now like to turn the call over to John Snisarenko Oyster Point’s Chief Commercial Officer to discuss our ongoing preparations for the potential commercial launch of OC-01 nasal spray and dry eye disease in Q4, 2021.
John Snisarenko:
Thank you, Jeff. The dry eye disease segment is a large market with over 16 million people diagnosed in the United States alone. Only a small proportion of these patients approximately 2 million are currently being treated with a branded therapeutic and over 7 million people diagnosed with dry eye disease have tried and abandoned the currently available options. We believe that OC-01 nasal spray has a compelling therapeutic profile that if approved may address the unmet needs of a broad audience, which includes those patients with mild, moderate and severe dry eye disease and the eye care practitioners who provide care for these patients. This product has been developed with patient safety and comfort in mind as a preservative free nasal formulation that naturally spares the ocular surface from harmful preservatives and common ocular side effects associated with topical eye drops. From a commercial perspective, we are planning three phases of launch preparedness, including a disease state awareness campaign which is kicking off this quarter. We intend to reframe the narrative around dry eye disease to educate on the importance of tear film homeostasis and how the tear film instability impacts dry eye disease. Historically education has been primarily focused on later-stage disease and the inflammatory component of the disease, which in our opinion is a long-term sequel [ph] of a disruption in tear film homeostasis. The second phase will consist of starting dialogue with payers about OC-01 therapeutic profile and value proposition, which will also occur in early 2021. We've done quite a bit of research with payers, including a number of advisory boards and we remain extremely focused on obtaining the best possible positioning of OC-01 post approval. The third stage is continuing to build out our sales team throughout the upcoming year. We plan on hiring between 150 to 200 representatives, which would target approximately 90% of the current prescriber base of therapeutic dry eye products. At launch post FDA approval our focus will be on broad eye care practitioner and patient education and marketing which focused direct-to-consumer campaigns leveraging the novel MOA and the nasal spray route of administration. As a first-in-class nasal spray to treat the signs and symptoms of dry eye disease we feel that the target product profile of OC-01 will be compelling to both prescribers as well as patients. I will now turn the call back over to Dan Lochner, Oyster Point’s Chief Financial Officer to discuss our fourth quarter financial results.
Daniel Lochner:
Thank you, John. I will now provide a brief overview of Oyster Point Pharma’s fourth quarter financial results. Additional detail about the fourth quarter as well as our annual financial results can be found in our Form 10-K that was filed with the SEC this evening. For the fourth quarter of 2020 Oyster Point Pharma reported net loss of $22.2 million or $0.86 per share compared to a net loss of $19.7 million or $1.41 per share for the same period in 2019. As of December 31, 2020 cash and cash equivalents were $192.6 million, compared to $139.1 million as of December 31, 2019. Total research and development expenses for the fourth quarter of 2020 were $11.7 million, compared to $15 million for the same period in 2019. The company's expenditures for preclinical and clinical programs were $4.6 million lower during the fourth quarter of 2020, primarily due to the completion of the ONSET-2 Phase 3 clinical trial in May 2020. The company incurred higher CMC expense of $2.9 million primarily due to the continued advancement of OC-01. The decrease in other research and development expenses cost was primarily a result of the NDA submission fees to the FDA in the amount $2.9 million made in December 2020 as compared to the $5 million non-exclusive license agreement to Pfizer in October 2019. This increase was partially offset by higher costs in the amount $0.5 million related to data management and regulatory costs in connection with the advancement of the OC-01 NDA submission. Total selling general and administrative expenses for the fourth quarter of 2020 was $10.5 million, compared to $5.1 million for the same period in 2019. The increase was due to higher employee head count and reflects an increase in payroll related expense including stock-based compensation of $3 million. The company incurred higher commercialization planning expenses of $1.5 million in anticipation of an expected U.S. launch of OC-01 in the fourth quarter of 2021 if approved. Additionally there was an increase in other general and administrative expenses of $0.9 million due to the expansion of the company's organization and operating as a publicly traded company. With that overview of our financial results, I will now turn the call over to the operators to open up the line for questions.
Operator:
[Operator Instructions] Our first question comes from Anupam Rama with JPMorgan. You may proceed with your questions.
Anupam Rama:
Just two quick ones for me it's still 60 days right from the December 17 filing for when you would hear PDUFA right and so we're sitting here on February 18 is there something like COVID related or anything in terms of timelines we should be thinking about here for the PDUFA? And then second question is you mentioned the medical meetings on for OC-01 where that the recent data will be highlighted, any new additional analysis we should be looking at for at these conferences? Thanks so much.
Jeffrey Nau:
Thanks Anupam for the question. I'll take the first question first, though just to remind everyone the timelines for review from the FDA. So as this is a 505(b)(2) product, we have a standard 10-month review cycle and the FDA is required to provide feedback to us in writing by day 74. So just as a reminder, we filed our NDA back in December 17, 2020. And so we're still within that day 74 window. We've had good conversations with the FDA. And as we stated in our prepared remarks, once we do receive that letter we will issue a press release. For the second question, we do have a number of acceptances already this year with data. It will be probably a combination of top line data as well as additional analysis. We have a great medical affairs team that we've brought on, who has now started to go through some of the additional analysis that are in our fairly robust dataset. And so we would expect to be on the podium virtually at the ARVO Annual Meeting and recently were accepted at the ASCRS annual meeting. And so, we'll be looking to present data at both of those meetings. And then as we get into the March timeframe, we'll get into the window to submit for the American Academy of Ophthalmology where we intend to have presentations there as well.
Operator:
Our next question comes from Tara Bancroft with Piper Sandler. You may proceed with your question.
Tara Bancroft:
I guess using the TrueTear experiences as a lens of sorts. Do you anticipate any read through from that from payers on the intranasal delivery of your product? And I guess in the same vein have you had more detailed discussions on coverage yet and the positioning and the treatment paradigm? And if you can't provide details of that what is the general sentiment you're hearing on especially for coverage and first-line setting or do you think a step through will be required?
John Snisarenko:
Yes. Thanks Tara…
Jeffrey Nau:
Oh sorry. Go ahead John.
John Snisarenko:
Yes. Thanks Tara. I will address the question around the pairs from a TrueTear perspective, TrueTear was a medical device that was not reimbursed from a traditional pair perspective. Since this is ocular education, we do expect the standard commercial insurance as well as Medicare down the line to list on formulary OC-01. What we've had to date we've done quite a bit of extensive research and we've had some headboards with payers. So we have a good idea of what they're looking for namely differentiation of the product as well as competitive contracting. It's going to be key to get competitive listing on the commercial plans. And then we have to wait for the cycle of contracting for Medicare that we expect for the 2023 year. We are building a compelling dossier to be used as monotherapy first-line for dry eye disease for the signs and symptoms. And we're going in with that position with very competitive contracting strategy.
Operator:
Our next question comes from Ken Cacciatore with Cowen & Co. You may proceed with your question.
Ken Cacciatore:
Hi Jeff, Dan and John thanks for the call. I appreciate it. I was wondering maybe John you can talk a little bit about some of the lessons learned from this Xiidra launch I have some intimate understanding of what went right, what went wrong and a little bit of maybe a background around that the pricing issues that Xiidra and Restasis had I think that they kind of a got - they’re locked into a little bit of a pricing battle. So wondering where that is stricken out if you feel that the marketplaces kind of condition now for you all and more stable around that? And also I was real interested you mentioned DTC and kind of fascinated by that obviously Shire went out pretty hard on DTC and just how it really plays into the game plan here? And then lastly just how is the marketplace evolving now we have Novartis a little bit more aggressively back in the market with Xiidra in advertising, so just kind of the underlying trends that you're seeing that you can share with us obviously it's an interesting time with COVID, but any thoughts there, so kind of a lot of just general market commentary? Thank you.
John Snisarenko:
Yes Ken I'll address these questions. Let's start with kind of the marketplace in general. One of the things that we did learn from the Xiidra launch was that the market is very promotionally sensitive both from a field force perspective as well as an investment interactor consumer. We've seen the market grow as high as double-digits 30% when good effort is put behind educating the consumer around dry disease and getting your eyes checked and getting treatment so that's a very positive lesson that we've taken away. We're going to be much more precise with our DTC efforts initially as we're getting payer coverage, we’re going to be really targeting a lot more digitally and not casting the net as wide, but as we do get more favorable coverage and then eventually Medicare, we plan on having quite an extensive direct-to-consumer campaign as we've seen this market react quite well to it. Especially with our therapeutic product profile, the only nasal spray on the market for dry eye disease is, it’s something that the patients could easily identify and ask for when they're coming into the eye care provider. You mentioned also pricing. I think all the branded products, now there are four of them approved on the market, they all range between $500 and $600 wax wholesale acquisition cost on a monthly basis. And you know I think that pricing has kind of settled that the branded products are at that price. I think it's going to be important how we approach the payers from a contracting strategy. But I think overall that market has stabilized and that pricing is kind of been that for quite a few years now. And last on the question around the market evolving, you know the space has been around 15 plus years as I have been now four regards of new competitors that have come on the market. We feel that this market still has a lot of headroom in regards to market potential. A lot of these products do focus in on kind of later stage disease, the inflammatory component. We feel that a product such as OC-01 as that is acting more upstream on restoring natural tear film and tear film homeostasis is conducive for the market to be used more upstream such as mild and moderate disease in addition to moderate to severe disease. So, we're quite excited that we'll be able to grow the segment, the prescription therapeutic segment and a lot of our commercialization efforts are going to be around that education as well as expansion of that market.
Operator:
[Operator Instructions] Our next question comes from Patrick Dolezal with LifeSci Capital. You may proceed with your question.
Patrick Dolezal:
Hi, thanks for taking the questions and so few from me. Perhaps you could help us think about the unmet need and neurotrophic keratopathy and the rationale for OC-01 in this indication? And then more specifically on the Olympia study, just curious about any takeaways from the broader OC-01 experience in dry eye that might speak to the ability of OC-01 to improve corneal staining? And then maybe in a more general sense just you guys could contextualize how you're thinking about pursuing additional label expansion and whether there's anything else that might be expected in the relative near-term?
Jeffrey Nau:
Yes, great thanks, Patrick. Those are great questions. So as we think about neurotrophic keratopathy one of the things I think is important is to understand the disease state. When we think about patients with this disease, think about it almost as a, patients who is diabetic that has peripheral neuropathy only it's in their cornea. So that underlying nerve plexus in the cornea is not providing feedback back to the brain to say blink or tear. And so we get a breakdown not only from the lack of blinking and tear production, but also because those underlying nerves keep that corneal epithelium healthy. The way in which OC-01 nasal spray works is by completely bypassing the ocular surface. Therefore we think this is actually a really important product for these patients because we can stimulate natural tear film production. We can do it many times a day. We are contemplating actually treating more than twice a day that we did in the dry eye program in the NK program. And we think that these patients will benefit because we don’t rely on that underlying nerve plexus. And as we have stated previously, the lacrimal gland produces a whole myriad of growth factors including nerve growth factor, epidermal growth factor and we think that those are going to be important for healing that corneal surface. When we look at the different stages of neurotrophic keratopathy, we’re really focused with OC-01 as a standalone agent right now for Stage 1 and Stage 2, NK in our clinical trials as we develop the pipeline internally. There may be other things that we look out for those Stage 3 patients. But we think that actually all three patients, all three stages of patients could benefit from a treatment such as OC-01 Because regardless of whether you have corneal hyperplasia or you have a corneal ulcer that stimulation of the natural tear film could be beneficial to those patients. And as we know today one of the only therapies that’s out there for those Stage 3 patients its taking quite a long time for that therapy to get to the patient and work its way through the payer system. And so, we think that this could potentially be a product that we may ultimately look at to sort of bridge those patients during that time. So more to come, but right now we are really focused on Stage 1 and Stage 2 patients and we think that this product just has a very unique mechanism of action to be able to improve the health of the corneal surface. When we look at the corneal staining data that we did see in the ONSET-1 and ONSET-2 studies a couple of different points one, is we’re really encouraged by the data as you saw in the ONSET-1 study. We had statistically significant improvement in multiple areas of the cornea. And again, we’re one of the few companies that have shown our data across all areas of the NEI scale not just one specific area. And then in the OCO - sorry the ONSET-2 program again we saw a directional benefit in all of the areas of the cornea with regards to staining. And we will be presenting some additional data as we go forward on certain subsets of that patient population. But two things to keep in mind on the dry eye side one is, we only treated for 28 days. So sometimes staining resolution take some period of time. And second, because we were focused on looking at the patient Schirmer scores we had to give topical proparacaine pretty often over the course of the study which we know can also exacerbate staining. So when we look at neurotrophic keratitis we obviously won’t have as much proparacaine on ocular surface. We’ll be treating over a 56-day period so much longer period of time and we’re really excited to see the data in that patient population.
Operator:
Thank you. I will now turn the call back over to Dr. Nau for any closing remarks.
Jeffrey Nau:
Thank you, Operator. I’m extremely proud of the progress that the Oyster Point team has made in developing OC-01 nasal spray specifically through the efficient development program that began in May of 2018 when we filed the initial IND application for this product. I look forward to the team’s continued execution through developing and advancing additional pipeline assets in line with our goal to expand the pipeline to other ophthalmic indications initially focused on transformative therapies for diseases of the ocular surface. In addition, we have continued to bolster our R&D and clinical development capabilities as well as strengthen our manufacturing team. In 2021, we will also continue to enhance our commercial capabilities including a plan competitively sized ophthalmic sales force to launch OC-01 nasal spray in the fourth quarter of 2021 if approved. We are driven to build Oyster Point into a world-class ophthalmology company. In closing, I’d like to thank everyone for joining us today and I hope that your family stays safe and healthy.
Operator:
Thank you. Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.
Operator:
Good evening and welcome to Oyster Point Pharma's third-quarter 2020 earnings conference call. My name is Dilem, and I'll be your operator today. [Operator instructions] I'd like to turn the call over to Mr. Daniel Lochner, Oyster Point Pharma's chief financial officer. Sir, please go ahead.
Daniel Lochner:
Good evening, everyone, and welcome to Oyster Point Pharma's third-quarter earnings conference call for the three months ending September 30, 2020. This evening we issued a press release containing our third-quarter financial results and recent business highlights. In addition, given the company recently passed the one year anniversary of our initial public offering, the company filed a shelf registration statement and established an after-market offering to provide additional financial flexibility going forward. Our earnings press release and our Form 10-Q and Form S-3 that were filed with the SEC this evening are available on our website under the Investor and New section at www.oysterpointrx.com. Joining us on our call today. Our Dr. Jeffrey Nau, president and chief executive officer of Oyster Point Pharma; and John Snisarenko, chief commercial officer. Following Dr. Nau and my prepared remarks, we'll open up the line for questions. This conference call contains forward-looking statements regarding future events and the future performance of Oyster Point Pharma. Forward-looking statements include statements regarding Oyster Point's possible or assumed future results of operations, expenses and financial position, business strategies and plans, research development and commercial plans or expectations, trends, market sizing, competitive position, our belief regarding our clinical trial outcomes, including secondary endpoint analysis, predictions regarding product approvals or the FDA, our course to manage the impact of COVID-19, and the industry environment and potential growth opportunities among other things. In addition, this conference call discusses products that are under clinical investigation, which have not yet been approved for marketing by the U.S. Food and Drug Administration. They are currently limited by federal law to investigational use and no representations made as to their safety or effectiveness for the purpose for which they are being investigated. These statements are based upon the information available to the company today and Oyster Point assumes no obligation to update these statements as circumstances change. Future events and actual results could different maturely from those projects in the company's forward-looking statements. Additional information concerning factors that could cause results to differ materially from our forward-looking statements are described in greater detail under the caption Risk Factors in the company's filings with the SEC, including our quarterly report on Form 10-Q for the quarter ended September 30, 2020 that was filed with the SEC on November 5, 2020. I will now turn the call over to Dr. Jeffrey Nau, president and chief executive officer of Oyster Point Pharma.
Jeffrey Nau:
Thank you, Dan. Good evening, everyone, and thank you for joining us on our call today to discuss our third-quarter 2020 financial results and recent business highlights. I would like to continue to provide an update regarding the ongoing SARS-CoV-2 virus pandemic. Oyster Point Pharma continues to monitor the impact of the SARS-CoV-2 virus pandemic and is taking proactive steps to ensure the safety of its employees, maintain business continuity of our operations, and to advance our R&D pipeline. To date, Oyster Point Pharma has continued to maintain a remote working environment for its employees. In addition, the company remains in close contact with its R&D contractors. And to date, the company's contractors have not reported significant disruption to their operations as a result of the SARS-CoV-2 virus pandemic. In May, Oyster Point announced positive top-line results from onsite to Phase 3 trial of OC-01 in subjects with dry eye disease. The Oyster Point team has continued to finalize our NDA package and is targeting submission to the Food and Drug Administration in Q4 2020. If approved by the FDA, OC-01 nasal spray would be on track for a Q4 2021 launch. As we have compiled our NDA, we've been able to take a deeper dive into the data, as you will see in the November corporate deck that we made public on our website. We have provided top line data from our integrated Phase 2b ONSET-1and Phase 3 ONSET-2 analyses. From these analyses on Slide 21 of our November corporate deck, you will see that both the 0.6 milligram per mill and 1.2 milligram per mill dose groups show statistically significant improvements in the categorical and mean changes in Schirmer's scores. Importantly, we see this effect in both the study eye and fellow eye, illustrating the bilateral treatment benefit seen with our nasal spray approach. When looking at the symptom improvement data from our integrated efficacy analysis, we see a statistically significant improvement in both those groups versus vehicle. Although we see a larger symptom benefit versus vehicle with the 1.2 milligram per mill dose group in the clinic environment, with that benefit in the higher dose group, even more pronounced in the low humidity, high-airflow controlled adverse environment, illustrative of an environment that many patients will experience. In addition to these analysis of the integrated data, we may include the use of concomitant artificial tears as a covariant in our statistical models, the difference between treatment and placebo is even more pronounced in both groups. We believe this highlights the benefit we might expect eye care providers to see with the real world use of OC-01 nasal spray. Based on integrated analysis and the totality of data from our development program, we believe that the data supports our decision to seek FDA approval of the 1.2 milligram per mill dose of OC-01 for the treatment of the signs and symptoms of dry eye disease. In addition to our development of OC-01 for dry eye disease, we intend to file an IND this quarter to evaluate the potential of OC-01for the treatment of Stage 1 and Stage 2 Neurotrophic Keratitis. We believe that OC-01's unique mechanism of action of stimulating natural tear film via the trigeminal parasympathetic pathway may be beneficial for patients with corneal epithelial hyperplasia and/or [indiscernible] as well as those with persistent epithelial defects. If the IND is accepted by the FDA, our clinical development team will begin enrolling the Phase 2 Olympia clinical trial in the first half of 2021. In summary, we remain committed to bringing innovative and transformative ocular surface disease treatments to patients and building Oyster Point Pharma into a best-in-class ophthalmology company. I will now turn the call over to John Snisarenko, Oyster Point's chief commercial officer, to discuss our ongoing preparations for the potential commercial launch of OC-01 in Q4 of 2021.
John Snisarenko:
Thank you, Jeff. The dry eye disease segment is a large market with over 16 million adults diagnosed in the United States alone. Only a small proportion of these patients, approximately 2 million, are currently being treated with therapeutic and over 7 million people diagnosed with dry eye disease have tried and abandoned the currently available options. We believe that OC-01 has a compelling therapeutic profile that, if approved, may address some of the unmet needs of this large addressable dry market. As we continue to build out our commercial organization with an experienced team, in the second half of 2021, we are planning on sealing a sales force of between 150 to 200 reps, which would target close to 90% of the current prescriber base of therapeutic dry eye products. We also believe that patient access to OC-01 will be critical. Our access strategy includes competitive contracting for broad payer coverage, comprehensive pharmacy distribution, along with patient support programs to enable broad patient access to OC-01. I will now turn the call back over to Dan Lochner, Oyster Point's chief financial officer, to discuss our third-quarter financial results.
Daniel Lochner:
Thank you, John. I will now provide a brief overview of Oyster Point Pharma's third-quarter financial results. Additional detail about our third-quarter results can be found in our Form 10-Q that was filed with the SEC this evening. For the third quarter of 2020, Oyster Point Pharma reported a net loss of $16.3 million or $0.63 per share, compared to a net loss of $11.5 million or $8.10 per share for the same period in 2019. As of September 30, 2020, cash and cash equivalents were $214.3 million, compared to $139.1 million as of December 31, 2019. Total research and development expenses for the third quarter of 2020 were $8.2 million, compared to $8.1 million for the same period in 2019. The company's clinical and pre-clinical expense was $1.2 million lower during the third quarter in 2020, primarily due to the completion of ONSET-2 Phase 3 clinical trial in May 2020. The company incurred higher CMC and other research and development expense of $1.3 million, primarily due to the advancement of OC-01 as well as costs associated with the NDA submission planned in the fourth quarter of 2020. Total general and administrative expenses for the third quarter of 2020 were $8.1 million, compared to $3.8 million for the same period in 2019. The increase was due to a higher headcount and reflects an increase in payable -- payroll-related expenses, including stock-based compensation of $2.1 million. The company incurred higher commercial planning expenses of $1 million in anticipation of a U.S. launch of OC-01 if approved in the fourth quarter of 2021. Additionally, there was an increase in other general and administrative expenses of $1.2 million due to the expanse units -- expansion of the organization and operating as a publicly traded company. With that overview of our financials, I will now turn the call over to the operator to open the line for questions.
Operator:
Thank you. [Operator instructions] And our first question comes from line of Stacy Ku from Cowen. You may begin.
Stacy Ku:
Hi, all. Thanks for taking my questions and congrats on the progress. So my first question is about whether you've had any additional interactions with the FDA regarding the NDA submission and just to check if there are any remaining gating items beyond stability. And assuming acceptance of the filing, can you walk us through some of the manufacturing and maybe some of the other regulatory requirements and your level of preparedness there? And then I have a follow-up.
Jeffrey Nau:
Yes, thanks a lot, Stacy, for the question. We have had over the summer a pre-NDA meeting with the FDA that primarily focused on CMC. We continue to be on track with all of the CMC requirements for meeting our NDA timeline, including that stability pull, which will occur toward the end of the quarter. And so no gating items currently that we foresee at this point in time with filing of the NDA. As we go into 2021, we will be focused on working with our manufacturing organization to pull together validation batches to prepare for launch. And so those three sets of validation batches are -- which are pretty standard in the industry, will allow us to go into the launch in very good shape with regards to supply. So nothing out of the ordinary with regards to your typical commercial launch of the product.
Stacy Ku:
Got it. And then in your early peer conversations, can you help us understand how you'll be pricing in terms with the competitive landscape? Can you remind us how you'll be thinking about branded eye -- dry eye products as well as products like generic Restasis?
Jeffrey Nau:
Yes, sure. I think I'm going to turn that question over to John Snisarenko.
John Snisarenko:
Thank you for that, Stacy. In regards to our initial payor conversations, we will be pricing OC-01 upon approval in the end of Q4 '21 competitively with the existing branded products that are on the market at the time. We feel that's competitive and also the payer feedback based on our -- their initial look at our therapeutic product profile is that we have some good differentiation, and if we remain at the level of the branded products, they're very interested in adding OC-01 to the payer mix.
Stacy Ku:
And just to follow up on the generic Restasis, how you're thinking about that in terms of OC-01?
John Snisarenko:
Yes, in terms of the generic Restasis, we're all awaiting the generic entries any day now. And we do feel that the way payers manage this class, there will be a step through the generic for any branded products. So the generic Restasis would be a tier one and then the branded products would follow thereafter. One interesting statistic over the many years that Restasis has been on the market and along with Xiidra, over 7 million patients have already tried these two products and for reasons -- different reasons have abandoned them. So there's a lot of patients that have already stepped through and can go directly onto something new -- a new offer that's available for dry eye disease.
Stacy Ku:
Got it. That's really helpful. Thanks so much and congrats on another good quarter.
Operator:
Our next question will come from the line of Anupam Rama from JP Morgan. You may begin.
Unidentified Analyst:
Hey. Good afternoon, guys. This is Tess on the call on behalf of Anupam. Hope all is well. Just two quick ones from us. Perhaps you can talk about some of the congestion awareness activities that are ongoing at the company ahead of a potential launch for OC-01, particularly in the virtual environment we're all living in. And I guess, are there any medical practices that you're targeting and how is the current messaging resonating with physicians so far? And then, I guess, one more question on launch prep. Maybe how are you thinking about market segmentation by patient type? Thanks so much.
Jeffrey Nau:
Yes. Thanks, Tess. So I'll answer the first part of the question and then I'll pass it over to John. We, obviously, have been navigating the current conference schedule as with all of our peer companies. And as these meetings have gone virtual, we've been presenting pretty regularly. So we've presented at the ASCRS meeting. We've presented at the American Academy of Optometry. Although we will be announcing shortly the American Academy of Ophthalmology is coming up, and that'll be another virtual meeting. And then as we go into 2021, many of the meetings are continuing in a virtual environment. And so we will plan to continue to present data and we have some really exciting data sets that we look forward to presenting out of the ONSET-1 and ONSET-2 programs as we move forward. So that'll be a part of our plan. We are also planning to move forward with a peer review submission of a number of different studies as well as many of the articles of surrounding science of OC-01, and so that'll be a part of our plan. So I think when you look at our overall plan to disseminate the message, really focus on the science, trying to focus on being present at these virtual meetings, putting the peer reviewed journal articles in front of the physicians, and obviously, we've continued to do outreach in a virtual fashion as much as we possibly can. And I think that will continue as John builds his team out more on the commercial side as well as our medical affairs team continues to grow as we get closer to launch. So, obviously, not the perfect environment that we'd all like to be in where we would be at in-person meetings but I think these meetings have been fairly well attended. There are new virtual conferences coming up all the time and so we've been able to get that message out and be able to share our data. And then maybe John can talk a little bit more about some of the activities as it relates to the market and launch.
John Snisarenko:
Yes. Thanks, Jeff. So our main focus, pre-launch in 2021. It's going to be to introduce and launch an extensive disease state education program that targets kind of the high-care professional audience. And it will focus really on the importance of tear film homeostasis and the role of natural tears. The current options on the market tend to be reserved and used for more kind of the moderate to severe dry segment. They target kind of the inflammatory component. We also want to educate on the role of natural tear film and the loss of homeostasis when you do suffer from dry eye. And in regards to your question about segmentation, one of the things we looked at when we designed the Phase 3 pivotal trial is that we wanted to address a broad audience of dry eye patients. So in terms of the inclusion criteria, we included a broad set of patients ranging from mild, moderate, through to the severe or the most severe of patients. Because of that and the results of the Phase 3 trial, when we do commercialize, we plan to really address the huge unmet need of a broader audience right from the mild through to the severe patients.
Operator:
Thank you. [Operator instructions] Our next question will come from line of Patrick Dolezal from LifeSci Capital. You may begin.
Unidentified Analyst:
Thanks. Hi, everyone. This is Valentina on for Patrick. Thanks for taking our question. Congrats on the continued progress. Two from us. So given the historic success of the DTC campaigns in the marketing of dry eye products, own much emphasis do you guys plan to place on DTC versus your sales force? And is DTC something you would roll out immediately versus maybe waiting for some PDMs to come on board? And then an additional question on Neurotrophic Keratitis, can you just describe the rationale here for us and maybe characterize the market opportunity in this indication as well? Thanks.
Jeffrey Nau:
Sure. So, I'll turn it over to John to address the first part of the question.
John Snisarenko:
Yes. Thanks, Jeff. In regards to the DTC program and the DCC efforts, we're looking at kind of the three pillars of our commercialization strategy equally. So the sales force will be an important component. Of course, patient access and payer access to the drug will be important and, of course, educating the consumer the patient and the eye care prescriber. So in terms of ordering of that, we will probably reserve our investment in direct-to-consumer after we get a lot of the pears to list OC-01 one after approval. And then we do plan to invest quite substantially because we have seen historically that this is a very promotional sensitive market. And when DTC is applied, we've seen the growth of the prescription dry eye market to be in the double digit area. So it's an important component but timing will be everything from that perspective. Our initial efforts will be really to make sure that payer uptake is as quick and we get broad coverage, and we're going to definitely target our field force from that perspective as well.
Jeffrey Nau:
Great. And so on dealing with the second part of the question with Neurotrophic Keratitis, this is a disease by recent estimates affects approximately 11 out of 10,000 patients in the United States. The we know that the epidemiology is probably shooting very low and we've heard estimates as high as half of patients with diabetes in the United States may have some form of Neurotrophic Keratitis. We're really focused on the Stage 1 and Stage 2 Neurotrophic Keratitis patient. And really, the concept behind OC-01 is that we do feel that OC-01 contains -- or it has a mechanism of action which allows for us to stimulate the natural tear film which contains a number of helpful components to the ocular surface, which could include things like growth factors, including nerve growth factor a whole host of different proteins lipids and will allow for the patient to actually stimulate their own natural tear films. So one of the treatments that's available today for these patients is autologous serum tears, which is obviously very close in its makeup to the natural tear film, although not perfect. And with many of these patients, they're experiencing a corneal hyperesthesia. So, they're not feeling their corneal surface. That feedback loop that currently would exist in a healthy patient that tells the brain we need to stimulate the lacrimal gland to lubricate the ocular surface is often impaired. And so, the unique mechanism of action of OC-01, by being able to stimulate the lacrimal glands, the [indiscernible] glands and the goblet cells, through the nasal passage allows that patient to stimulate good, healthy tear film that forms that barrier onto the ocular surface. And oftentimes when there's a diseased cornea, we do know that there is a feedback mechanism that occurs that increases transcription of messenger RNA in the lacrimal gland of various helpful proteins. And so, what we want to do is really harness the lacrimal gland's healing potential for the cornea and really stimulate those proteins to be secreted onto the ocular surface. What's interesting about this indication is this is the first of a number of indications that we do think OC-01 will be applicable for. And because this does not take any additional sales force, this is another disease state that just adds to the dry eye population directly without us having to invest in any other sales force. And so we'll begin the Phase 2 study this year, and hopefully from that data, we'll move on to Phase 3 development very shortly.
Operator:
Thank you. And I'm not showing any further questions at this time. I'd like to turn the call back over to Jeffrey Nau for any closing remarks.
Jeffrey Nau:
Thank you, operator. We believe that Oyster Point Pharma developed strong clinical trial data in the dry eye disease space showing signs and symptoms improvements in dry eye disease in both the ONSET-1 and ONSET-2 pivotal trials. We believe that the clinical trial data we have generated our development program that includes a broad population of patients should translate into similar outcomes in the clinic. We're excited to go into 2021 with the potential for bringing to market a differentiated product for the treatment of dry eye disease. We continue to build Oyster Point into a world class ophthalmology company and have bolstered our R&D capabilities with a strong medical affairs as well as a commercial organization in preparation for our launch of OC-01 nasal spray in the fourth quarter of 2021, if approved. I would like to thank everyone for joining us today. I hope that you and your family stay safe and healthy through the holiday season.
Operator:
Ladies and gentlemen, this will conclude today's conference call.
Operator:
Good morning. My name is Brandy, and I will be your conference operator today. At this time, I would like to welcome everyone to the Mylan Second Quarter 2020 Earnings Conference Call and Webcast. All participants’ lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I would now like to turn the call over to Melissa Trombetta, Head of Global Investor Relations. Please go ahead.
Melissa Trombetta:
Thank you, Brandy. Good morning, everyone. Welcome to Mylan's Second Quarter 2020 Earnings Conference Call. Joining me today are Mylan's Executive Chairman, Robert Coury; Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including financial guidance for 2020 and the proposed transition pursuant to which Mylan will combine with Pfizer Inc.'s Upjohn business in a reverse Morris Trust transaction to create a new company that will be named Viatris. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier today, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com, for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely post information that may be important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, nonexclusionary manner for purposes of SEC's regulation fair disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to, financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations of the non-GAAP measures to those GAAP measures are available in our second quarter 2020 earnings release and supplemental earnings slides as well as in the Investors section of our website. Please note that this call relates to Mylan's second quarter 2020 earnings, and we will be limited in what we can speak during Q&A regarding Viatris, and we will not be speaking about the Upjohn business. Let me also remind you that the information discussed during the call, except for the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather Bresch:
Thank you, Melissa. Good morning, and thank you for joining us on what could be Mylan's last earnings call. While we know all good things must come to an end, the team is ready to turn the page and is looking forward to Viatris becoming a reality and a global leader in the health care sector. I'm going to start today by giving a brief overview of our performance to date, COVID impact and updated guidance for the year. Rajiv and Tony will elaborate on the performance of our regions, key products as well as an integration planning update and Ken will review the detailed financial results for Q2 and the first half of the year. Lastly, Robert will provide perspective on the progress we continue to make towards becoming Viatris. Before we dive into results, I first would like to reiterate that Mylan remains committed to the health and safety of our employees, our patients and the global health care community at large. The COVID pandemic has forced all of us to acknowledge and grapple with difficult uncertainties and our heartfelt sympathy goes out to all of those who have been directly impacted. At the same time, I continue to be inspired by our employees around the world, especially our essential workers who have allowed us to continue to deliver important medicines during these unprecedented times. Thanks to their efforts, our plans remain operational, and our supply chain and customer service levels continue unabated. Additionally, we continue to leverage our resources and expertise in the fight against COVID-19 through potential prevention and treatment efforts. Now turning to our results. We believe our results from the first half of the year better represent the underlying performance of the business due to the fact that any COVID-19 related gains in Q1 were more than offset by the negative impact of the pandemic in Q2. During the first 6 months of the year, we delivered a solid performance that demonstrates the strong fundamentals of our business and our continued ability to actively and successfully manage through this time. The favorable results for the first 6 months are in line with our expectations. We achieved $5.35 billion of total revenues, up 3% year-over-year on a constant currency basis and adjusted EBITDA of $1.63 billion, up 5% year-over-year. While we experienced a decrease in adjusted SG&A in the first 6 months of the year, partly due to COVID, our proactive business transformation efforts targeted at aligning investments with top line returns, represent a more important example of our ability to focus on not only maintaining our margins for 2020, but also continuing to drive sustainable long-term benefits for the business. On a year-to-date basis, our adjusted free cash flow is up 17% over the same period in 2019, and we expect sequential growth in the second part of the year, which speaks to the durable cash flow portfolio of our business. Looking forward to the remainder of the year, we're tightening our full year guidance within the ranges of our original expectations for both adjusted EBITDA and total revenue. On adjusted EBITDA, we expect to be able to substantially maintain our original target for the full year, while tightening the range to between $3.3 billion and $3.7 billion. And on revenue, we're tightening our full year range to between $11.5 billion and $12 billion. Our outlook for the rest of the year includes some important data points. First, it's clear that overall COVID-19 recovery efforts are occurring slower-than-anticipated and may continue at least through the end of this year. As a result, we expect that our total revenues, which absorbed a 2% net decline in the first half of the year to have an overall similar negative impact of 2% in the second half of the year. And on EBITDA, while we are seeing savings in SG&A due to COVID, these are being partially offset by the previously announced delay in the implementation of the restructuring portion of our business transformation initiatives also due to COVID. With all of that said, it's important to note that we do not anticipate significant change to overall demand in our underlying base business. Before I turn the call over and on behalf of the management team, I would like to take a minute and thank Ken for his service and partnership over the years. We wish him all the best in his next venture. I look forward to partnering closely with Paul Campbell, our Controller and Chief Accounting Officer during this interim transition period. With that, I'll now turn the call over to Rajiv for further commentary.
Rajiv Malik:
Thank you, Heather. And good morning, everyone. I would like to extend a warm welcome to my fellow, Mylan colleagues and future Viatris colleagues joining today's call. As we continue to confront the COVID-19 pandemic, the health and safety of our workforce remains our number 1 priority. I would like to echo Heather's remarks and thank our front-line workers who are keeping our operations running. It is because of their efforts that we have been able to maintain supply continuity and strong customer service levels across the globe without any meaningful disruption during the first half of 2020. I would also like to thank our sales force who have provided continued support to meet the needs of health care professionals and the patients they serve. We recognize the important role we play in fighting this pandemic and continue to seek opportunities to effectively deploy our resources and expertise. For example, during this quarter, we signed a global collaboration agreement with Gilead Sciences to commercialize remdesivir in 127 low and middle income countries. In less than 90 days of signing the agreement, we ramped up our science, production, received regulatory approval in India and started commercially supplying the product in that market, reflecting the strength of our scientific capabilities and global operations. We look forward to further expanding access to this critical medicine in other countries. As I walk through our first half financial results, I'll explain the impact of COVID-19 to our performance. We delivered $5.4 billion in total revenues in the first half of the year, which is a 3% constant currency growth versus the prior year. The durability and diversity of our portfolio and the strength of our underlying business allowed us to absorb a 2% negative revenue impact as a result of COVID-19. For North America, our net sales were $2 billion in the first 6 months, which are up 3% on a constant currency basis compared to the same period last year. We continue to benefit from implementing our business transformation program. In the U.S., this has helped us reshape our largely commodity oral solids portfolio to a more diversified portfolio of complex generics, biosimilar and brand products. Our 2 main product drivers this half are Wixela, a generic to Advair and Yupelri, our nebulized once daily LAMA. Regarding Wixela, we are excited that we have been able to grow our market share from 20% in the first half of 2019 to 33% in the first half of this year. Also, Yupelri achieved a 92% share of nebulized LAMA market and a 16% share of long-acting nebulized market. Overall, COVID-19 had a very minimal net impact in the region. In Europe, our net sales totaled $2 billion in the first half of the year. These results are up 7% on a constant currency basis compared to the same period last year due to the higher volumes of existing products and new launches. Similar to USA, we are realizing the benefits of applying a highly disciplined financial lens to our European business as a result of business transformation. We have not only rightsized our portfolio by eliminating certain negative contribution margin products but also have focused our investments in selling and marketing. As a result of this, we have seen strong growth of our key brands such as Dymista, Brufen, EpiPen and Creon and continued sales growth of folio or biosimilar to Humira. These core drivers helped us absorb the negative 3% revenue impact to the European segment due to the COVID-19 as a result of lower demand of certain brand and OTC products. In Rest of the World, our net sales totaled $1.3 billion for the first half of the year, which is a 3% decline on a constant currency basis compared to the same period last year, while our ARV business performed strongly, COVID-19 had a 3% negative revenue impact, primarily due to slower-than-anticipated recovery in Brazil, Russia, China and some other emerging markets. I am excited now to share some key pipeline updates. Our scientists, regulatory experts, the IP legal team, working closely with our development partners have made tremendous strides in advancing key programs. The scientific platform we have built with a diversified across dosage farm, delivery systems and therapeutic areas with a focus on moving up the science spectrum. Our global biosimilar franchise is one of our key long-term growth opportunities. Tony will walk you through the commercial progress we have made for the last year in several of our key markets, while I will provide updates on our development programs. Before Tony and I provide our respective updates, I would like to acknowledge our strong partnership with the Biocon Biologics to execute on our joint programs. Beginning with Semglee, our insulin glargine, we received our FDA approval in June, and we are excited to launch it in the coming weeks and expand access for the millions of Americans living with diabetes, while also reducing the cost burden to the U.S. health care system. Additionally, we have submitted to agency all necessary documentation to seek biosimilar interchangeability. Given the complexity in the bringing this type of product to the market, we believe Semglee will have a long revenue stream with a slower ramp up. Continuing with our commitment to developing more affordable insulins, we have progressed our insulin aspart program. Our BLA and marketing authorization for a biosimilar to no law is now under review with the FDA and the European health authorities. Our BLA for our biosimilar to Avastin is under review with FDA and is expected to be approved by the end of this year. Our marketing authorization remains under review with the European health authorities. Our Phase III clinical trial for our biosimilar to EYLEA remain on track to support a BLA filing for the fourth quarter of 2021. Our biosimilar to Enbrel, Nefexo received European marketing authorization in June and is on track to launch in Germany this month, followed by additional European markets by the end of the year. Our biosimilar to Humira, Hulio received FDA approval last month, as for our patent license agreement of AbbVie, we'll be able to launch Hulio in U.S. in July 2023. Also, we confirmed in June that we are advancing our development program with Revance for a biosimilar to BOTOX. At this stage, we are in the process of scaling up, validating the characterization and performing preclinical work with a goal to start our clinical program, which has been pre-agreed with FDA. Our goal is to bring this product to the market by 2025. I will now provide you an update on some other pipeline products, beginning with dimethyl fumarate. In parallel with our significant U.S. district code when invalidating BioGen's Tecfidera 514 patent, we have been working closely with FDA to expedite and finalize the review of our ANDA. We believe agency is prioritizing their review to complete it before the target action date. We continue to invest in our industry-leading infectious disease portfolio. Very recently, European Commission and DCGI in India granted marketing authorization for [indiscernible] a novel compound developed by nonprofit TB alliance for use in a new regimen for treating highly drug resistant pulmonary tuberculoses. Mylan is proud to be at TB alliance global commercialization partner for predominant as a part of this treatment. Moving on to our respiratory portfolio. We remain on track to receive tentative approval from FDA for our first-to-file generic Symbicort by end of this year. Our 30 months stay date is March of 21. Our glatiramer acetate once-a-month program is progressing well. We announced in June an additional investment in Mapi Pharma to support continued investment on the Phase III clinical study to further strengthen our multiple viruses offering in U.S. since the approval of glatiramer acetate injection, we have been steadily strengthening our development pipeline of complex injectables. We currently have indulge under active review at the FDA for generics of Victoza, Invega TRINZA, Invega Sustena, venofer, injectafer and glucagon. We have a rich pipeline of long-acting and complex injectable products in development using multiple technologies such as depot gels, microspheres, liposomes and peptides. In regards to our continued expansion into high-value product opportunities, we remain on track to initiate our Phase II clinical study by end of this year for our MR-107A-01 program, which is being developed as a nonnarcotic oral analgesic for management of moderate to sever pain. We also remain on track to progress the development of MR-106A-01, which is a novel synthetic antimicrobial peptide that is being developed as a topical product for burn-wound treatment. Our pipeline also includes a focus on key future growth markets. Like China, we are filing dimesta for approval this quarter and will initiate clinical programs for Yupelri and performance later this year as we continue to explore more opportunities to expand our presence in China. Lastly, while Robert will cover certain aspects of the Upjohn transaction, I would like to take a moment to share how excited I am about the progress we have made on the integration plan. Over the last year, Mylan and Upjohn teams have been working together, as we prepare for the deal close, we are focused on a quality separation and integration. Everyone's hard work is building a strong foundation for Viatris and setting us up for success on day 1 and beyond. And we look forward to sharing the Viatris story more with analysts and investors over the coming months. And with that, I will now turn the call over to Tony.
Tony Mauro:
Thank you, Rajiv, and good morning, everyone. First, I want to echo Heather and Rajiv sentiments that we are pleased with the overall performance of our business and are proud of the portfolio we have built that can withstand the short-term impacts we are experiencing in the current environment. Before I get into the -- our commercial performance for the quarter, I want to address our continued efforts to keep our sales force and customers safe and healthy in the midst of the COVID-19 pandemic. Since the beginning of this pandemic, we have equipped our sales team with virtual tools to allow them to provide the same level of service their customers are used to receiving. With these tools, we've been able to provide continued support and service to health care providers, including hosting more than 2,500 webinars and conducting more than 0.5 million video calls. At the same time, our product service levels to customers across the markets remain strong and at the highest rates we've had in many years. We are incredibly grateful to our sales force and commercial teams for their strong performance, flexibility and continued dedication throughout the quarter and the COVID-19 pandemic, which have allowed us to continue setting new standards in health care and advance our mission. We have begun to return some of our field force to face-to-face interactions while adhering to health officials guidelines. And we will continue to monitor market conditions in all regions in which we operate to ensure that we are bringing our sales force back to the field in a way that [indiscernible] was there and our customer safety, while meeting the needs of health care providers and patients around the world. Turning to our commercial results for the quarter. Our ability to perform in what has continued to be a dynamic and challenging environment underscores the strength and resilience of our commercial platform. We are very proud of our first half performance, where we've seen positive growth in many of our key markets, including in North America, specifically with growth in 2 of our key respiratory products with Silla which has grown 62% and Yupelri, which has grown more than 600% in the first half of 2020 versus the prior year. We also had a positive growth in Europe, which helped offset Rest of World business declines, largely due to more significant impact of COVID-19 in expansion in emerging markets. Moving on to a vital part of our long-term strategy. I would now like to take a deep dive into our biosimilars business. We continue to be pleased with the initial growth and pockets of success in our global biosimilars franchise, as we are approaching the $1 billion milestone in expected cumulative sales with 90% of this value coming over the last 2 years. We have built one of the largest and most diverse franchises in the industry. Including products across multiple therapeutic categories. As we have stated in the past, the biosimilars franchises won with long-term growth opportunities with more than 100 launches spanning across more than 60 unique markets across the world. As a result, I remain confident in our ability to continue to develop and globally commercialize our biosimilars franchise with the potential of becoming a cornerstone of our business over the long term. We are seeing many positive signs in the markets, which I will expand upon. Turning to highlights of our biosimilars business by region. We continue to expand our biosimilars franchise in the U.S. and we're pleased with FDA approval this quarter for Semglee, a biosimilar to Lantus and for Hulio, a biosimilar to Humira. As we have commented before, this is a long-term franchise strategy that will reap the rewards in the years to come. And although we know we have much work to do in these initial phases, we continue to be encouraged by the performance of products like Ogivri, a biosimilar to Herceptin, while market share has more than tripled in the past 3 months to nearly 6%, as well as the renewed growth in Fulphila, a biosimilar to Neulasta. Increasing our share to nearly 16% of the prefilled syringe market in the U.S. In addition, Ogivri in Canada has captured 23% of the entire market, and is the number 1 ranked biosimilar to trastuzumab in both value and volume. In Europe, we continue to be encouraged by the opportunities that lie ahead in many of the markets. Our Ogivri has double-digit share in 9 markets in the region and is advancing share in the critical markets like France and Sweden. Hulio has also found success in markets like Germany, France and Finland. In Germany, we are seeing more than 13% share of the entire market and share of the biosimilars market, exceeding 20% for the first time. We have double-digit biosimilar share on Hulio in 10 markets in Europe. We see significant opportunities ahead and are projecting nearly 100% growth in the early stages of the biosimilars business in Europe in 2020 over the prior year. For the Rest of World segment, we have seen more than 40% growth year-over-year and now offer biosimilar products in more than 40 countries. We have been very pleased with our performance in markets like Tunisia, Morocco and the Philippines, where we have retained a market leadership position for Hertraz, our biosimilar to Herceptin, as well as in Australia, where we're now the number one biosimilar to trastuzumab representing 75% of the biosimilars market. In closing, as we have mentioned, our biosimilar strategy has been, and continues to be, about developing and executing on this long-term global franchise, focusing on market relevance, and global leadership as it relates to this extremely important area for patient access and payer savings around the world. We are beginning to see signs of our hard work and efforts materialize in the market. And are pleased with the early trajectory of our biosimilars business. We remain confident that our experience, scientific capabilities and commercial platform position us to expand this business and be a leader in the biosimilar space. With that, let me turn it over to Ken to discuss our financial results in more detail.
Ken Parks:
Thanks, Tony, and good morning, everyone. As you've seen in our press release this morning, and I've heard throughout this call, our first half 2020 results showcase Mylan's ability to perform in a challenging environment and underscore the resiliency as well as the durability of the platform we've built over the last decade. Embedded in our strong first half results was a more pronounced impact from COVID in the second quarter. Q2 revenues of $2.7 billion were 4% lower than the prior year and 2% lower on a constant currency basis. Consolidated revenues were negatively impacted approximately 5% as a result of the COVID pandemic. A portion of this was the reversal of the accelerated buying we saw at the end of the first quarter as customers and patients, primarily in Europe, began to react to the early signs of the ramp in the pandemic. As disclosed in our first quarter conference call, we estimated this accelerated buying to be approximately $50 million or 2% of first quarter sales. As the pandemic continued to take hold globally, we saw second quarter revenues negatively impacted by lower retail pharmacy demand, lower patient hospital visits and a materially lower number of in-person meetings with prescribers and payers, mostly in Europe and the rest of world segments. That said, first half revenues were flat year-over-year and up approximately 3%, excluding the impact of currency exchange. Pricing declines remained relatively consistent at down low to mid-single digits overall and volumes of existing products grew 5%, including the negative impact of COVID. New product launch revenues contributed $163 million in the first half of the year, and we expect an additional $450 million of new product launches in the second half. Moving to gross margins. In the second quarter, our adjusted gross margins remained strong at 54.3%. That's up 50 basis points from the same period last year, reflecting higher gross profit from sales of existing products in North America, primarily driven by sales of Lexela as well as the contribution of new products. This impact was partially offset by lower gross margins on sales of existing products in the Rest of World segment, including China and other expansion markets. From a segment profitability standpoint, North America increased 3% in the quarter, excluding costs associated with the Morgantown restructuring and remediation program. This increase reflects contributions from new product sales, higher volumes of sales from existing products, partially offset by impacts from lower pricing on existing products driven by changes in the competitive environment, including levothyroxine. Europe segment profitability also expanded up 28% in the quarter, partially driven by favorable product mix. Conversely, rest of world segment profitability declined, down 22%, mainly due to the negative impact of COVID-19 and lower pricing on existing products, primarily due to government pricing reductions in Japan. In addition, all segments benefited from lower selling and marketing costs, and both Europe and Rest of World segments profitability results were negatively impacted by foreign currency translation. Second quarter adjusted R&D was down 4% compared to 2019 due to reprioritization of global programs as well as certain timing impacts in response to the pandemic. During the quarter, adjusted SG&A spending declined 11% year-over-year, reflecting lower-than-anticipated selling and marketing investments, lower travel and entertainment activities and lower legal expenses primarily in response to the COVID pandemic, along with the ongoing active management of the business. For Q2, we reported adjusted net earnings of $574 million and adjusted EBITDA of $879 million, an increase of 8% and 4%, respectively. For the first 6 months of the year, adjusted net earnings and adjusted EBITDA grew a healthy 9% and 5% on revenues that grew 3% on a constant currency basis. Turning to cash flow for the first 3 months ended June 30, 2020, adjusted free cash flow was $522 million, bringing first half adjusted free cash flow to $879 million, that's up 17% and up $129 million over the same period in 2019. While we don't presently see any negative liquidity trends related to the pandemic, we do continue to monitor those trends very closely. We expect adjusted free cash flow to increase in the second half of the year in line with seasonally increasing profitability, coupled with ongoing realization of working capital velocity initiatives. During the second quarter, we repaid EUR 500 million of scheduled debt maturities and reduced our debt to adjusted EBITDA leverage ratio to 3.4x, in line with our expectations and well below our covenant requirements. We continue to anticipate full year adjusted free cash flow generation, consistent with 2019 levels, which will support achievement of our $1 billion debt repayment target for the full year. We expect our cash flow from operations along with our existing borrowing facilities, which provide liquidity up to $2.6 billion will be more than sufficient to meet all possible liquidity needs in the near term. As always, we remain fully committed to our investment-grade credit ratings and to further reducing leverage. Finally, as you've heard earlier, we're narrowing our full year 2020 guidance ranges. Revenues are now expected to be in the range of $11.5 to $12 billion, absorbing the ongoing headwinds from the COVID pandemic. And while we're seeing savings in SG&A due to COVID, these savings are being partially offset by the delayed implementation of the restructuring portion of our business transformation plans also due to COVID. As a result, we now expect full year adjusted EBITDA in the range of $3.3 billion to $3.7 billion also tightening that previous range and raising the low end of the range. At the midpoint of this range, $3.5 billion, this implies slightly less than $1.9 billion of adjusted EBITDA for the second half of the year. And as usual, we expect the fourth quarter to contribute relatively more adjusted EBITDA than the third quarter. We also continue to expect a full year adjusted effective tax rate between 18% and 19% and a full year average diluted share count between 516 million and 520 million shares, consistent with our earlier guidance. Before I wrap up my comments, I must take a minute to express my sincere thanks for the honor to have had the opportunity to serve this company, its stakeholders and most importantly, this team for the last 4 years. The unwavering dedication by all 35,000 employees to the Company's mission is truly unparalleled. While I'm extremely excited for my next opportunity, I will always be watching my Mylan and Viatris colleagues, cheering them on as they continue to reshape the global health care landscape, ensuring access to affordable medications for the world's population. With that, let me now turn the call over to Robert.
Robert Coury:
Thanks, Ken, and good morning. On behalf of the Board of Directors, we sincerely appreciate all your contributions and accomplishments for Mylan and do wish you all the best in the next phase of your career. I would like to take a moment to offer my sincere gratitude to all the Mylan employees worldwide and their families for their remarkable resilience and determination as we continue to deliver on our mission of providing patients around the globe with continued access to needed medicines, even though the global COVID-19 pandemic. I also would like to welcome our all of our future Upjohn colleagues listening to this call. I am proud of our management team's leadership and always put in the safety of our colleagues around the world first. While focus on safety remains paramount, as you heard from Heather and the management team, what is also truly impressive is Mylan's employees continues and how they can just continue to deliver on the solid performance and especially in the second quarter. While the management team provided an update on the year-to-date, I would now like to turn my attention to where we stand with respect to our pending transaction with Pfizer's Upjohn, and how I continue to see 2021 shaping up directionally with official guidance to follow directly from Viatris' management team following the close. As many of you know, we held an extraordinary general meeting on June 30 for shareholders to vote on the Viatris transaction. We are extremely pleased with the overwhelming support we received, which was demonstrated by the fact that 99.6% of the shares voting were in favor of the transaction. With the approval of our shareholders, the only remaining external requirements to close the transaction are a few regulatory approvals, and we are still on track to close in the fourth quarter. While we have continued to work towards closing, the Viatris management team recently began the process of meeting virtually with many of our top Mylan shareholders and covering sell-side analysts, as we previously promised. During these meetings, Michael, Rajiv and Sanjiv not only demonstrated their cohesive alignment, passion and excitement to lead this great new organization, but they also convey their confidence in being able to deliver significant long-term value to shareholders. We expect those conversations to continue as we expand our shareholder engagement activities, including with the Pfizer shareholders, who will become Viatris shareholders through the closing and beyond. I will soon be personally reaching out to the Pfizer shareholders to set up their own meeting rates with the future Viatris management team. With that said, I would like to sincerely thank all those who have participated in these meet and greet sessions to date. In addition to all the milestones achieved to date as we look forward to closing, I would now like to lay out a number of key next steps of interest to the future of Viatris investment community. Step 1, first and foremost, is to close this transaction, which we are on track to do in the fourth quarter. Without speaking for Pfizer, I can certainly tell you that both organizations remain highly focused on bringing this transaction to a successful close. Step 2. It is for the Viatris' Board of Directors to then immediately initiate our new business model focused on total shareholder return and a more shareholder-friendly capital allocation program, beginning with the initiation of a meaningful and attractive dividend after the first full quarter following closing, while also rapidly beginning to pay down debt to meet our stated target of 2.5x leverage ratio. Step 3. At the end of February or early March, when Viatris reports its fourth quarter earnings, you can expect the new Viatris management team to provide the opening guidance for Viatris' first full year 2021, which I often refer to as the trough year, during a live Investor Day. It is expected that the guidance delivered will take all relevant country-specific headwinds into consideration. For example, and among others, China's VPP, Japan Lyrica LOE and any other potential headwinds that will be known at the time, including any effects as a result of a continuing COVID-19 pandemic. Step 4. Viatris' management must demonstrate its ability to deliver consistent and transparent results in a predictable and measurable way. At the same time, while integrating both businesses and achieving our targets of at least $1 billion in synergies over the first 4 years of operations. Step 5. We will launch Viatris' new global healthcare gateway, which will be the house of discipline, responsible for all future capital investments to fuel Viatris' future growth. With that said, I will try to answer any remaining questions of interest regarding Viatris during the Q&A session. But before I conclude, I would like to state that given Viatris' vast global profile, with now 70% of its business outside the United States and diverse global reach as well as our commitment to total shareholder return and corporate social responsibility. We believe that Viatris will be perfectly situated to attract even a broader shareholder base around the world. Therefore, we intend to explore ways to unlock value beyond our current U.S.-centric shareholder base by exploring additional potential listings on other international exchange trading platforms. In closing, before turning the call over to the operator, I would like to conclude by underscoring how very excited we are to launch Viatris in its mission to empower people around the world to live healthier at every stage of life. As we anticipate this to be our last Mylan's quarterly earnings call. And although Heather will remain with us until we close, I would also like to thank Heather in this forum. Heather, on behalf of our Board of Directors and all of our Mylan employees for your exemplary true leadership and lasting contributions that you have made to Mylan, our industry and patients around the world thank you. And to start the Q&A session, I'd ask that you please limit yourself to one question in the spirit of time and respect for others on the cal. I'll now turn the call over to the operator.
Operator:
[Operator Instructions] Your first question from the line of Chris Schott of JPMorgan.
Chris Schott:
Great. I just had 1 -- just elaborating a little bit more on Viatris and capital deployment priorities beyond the dividend. I guess, could you give a little more color of how you think about deploying the cash flow of the Company as we think about business developments, kind of where should we think about these efforts being most focused? And as part of that, is BD and kind of partnerships that you've talked about in the past, is that what we should think about as the primary drivers of growth of the business over time? Or do you think that the organic portfolio itself can generate growth once we get past that 2021 trough year?
Heather Bresch:
Thanks, Chris. I would say 100%, both, I would say, all of the above, and especially as what we've been producing out of our own organic R&D, you can definitely expect more of that. But equally, because of what we created, business development and attracting partners around the globe, all of that will reside in the global healthcare gateway. I simply see the future of Viatris being represented on really 2 platforms. One, it will be the 2 60-plus year old companies coming together and really executing on what that base business is. And then off to the right, I see the global healthcare gateway, the real engine. We call it the house of discipline because that's where all capital investments will reside. And that's where you will see all excess cash flow and capital being placed to compete. Whether it's the organic R&D, whether it's business development, whether it's collaborations or joint ventures. All of it will be competing in the global healthcare gateway. I envision that TheStreet after envision future conference calls with the new management team, I expect to report on the base platform, and I don't really expect that to be very much. We will report the results because we have very experienced management team that will execute, deliver on the numbers, but I do expect a great majority of time being spent with Michael, Rajiv, especially on the global healthcare gateway for each new opportunity that we put inside there. And I really believe that's how you're going to be able to follow the Company on a going-forward basis.
Operator:
Your next question comes from Randall Stanicky of RBC Capital Markets.
Randall Stanicky:
Robert, the press is reporting that President Trump is going to announced an executive order stakehold by American to direct the U.S. government's buy drugs from U.S. factories. This has been in the press quite a bit recently. Is that an opportunity for Mylan or Viatris? And how do you think about how that could impact the generic landscape?
Robert Coury:
Heather?
Heather Bresch:
Yes, thanks, Randall. I guess, first, I'd say that it needs to be sustainable and not political. I think that certainly we would participate in something that is over the longer-term and sustainable for the U.S. I think probably as you're aware, the Buy American Act actually passed in 1933. So there's been a long-standing act in place that over the years has applied to the pharmaceutical industry in such ways that truly have disincentivized manufacturing here in the United States. And I think there would need to be very significant structural changes into the market dynamics and pricing in the U.S. healthcare system to incentivize API and/or drug manufacturing in this country.
Robert Coury:
But I'm going to only add that I really believe, Randall, because of what we created, I believe every single country is going to really focus inwardly on where they want their priorities. But as we stated in the past, there'll be no 1 country or no 1 company that can ever really manufacture and develop all that they need to serve 100% of their population. What I envision, Viatris being able to do is to serve as the -- really the next natural secondary source that all countries are going to need. I do see a potential upside opportunity just like we were approached on remdesivir, hydroxychloroquine or any other needs that I see arise in the world. And it's not just limited in the United States. I think, Rajiv, you can comment on about how the India government and other governments are approaching us. So I do think that having a global supply chain especially in the healthcare industry, especially in pharmaceuticals, just given the global supplies we need. It's not going to become unwounded, so to speak, there's going to be a big need for, I think, our global platform, and I do see some potential opportunity.
Operator:
Your next question from the line of Umer Raffat of Evercore.
Umer Raffat:
I wanted to focus on Viatris, Robert, but with 2 parts, if I may. First, as we think about many of the licensing deals that are happening in China recently, I've tried to aggregate them and look at -- look through them. And the one thing that stands out is Upjohn has not been landing any -- and all of them are going to Chinese players. So how should we be thinking about Viatris as a partner of choice on China going forward? And do you think that could partially be because of the deal is not done yet and maybe there is bit of a stand still? And secondly, Robert, I know you guys do extensive legal diligence. And one of the key sticking points and pro forma numbers is Lyrica Japan, and there's some element of mixed feedback coming up on the recent Japanese patent office ruling on whether the upheld claims do support exclusivity through 2022 or the claims that were not upheld, do they ensure that generics get in? I'd be very curious on your take on these.
Robert Coury:
Thank you, Umer. First on China, a 100% I'm going to put on the deal hasn't closed, 100%. But that doesn't mean, just because you haven't heard any talks doesn't mean that we're not at work. That I could tell you. And the reason why I'm so emphatic about the 100% because the last thing we need right now is for the China Upjohn -- Pfizer Upjohn operation to take its eye off the ball. Because remember, they needed to finish separating Upjohn from Pfizer. And that work is coming along very, very well. They're not actually quite complete. They're almost done. And then I think the other thing that we've been focusing on in China is really what is the new business model going forward. I think the base that we're going to be starting from in China is quite enviable. And quite frankly, let me be clear. I think that we're going to be able to compete. And I'm watching as well. I think it was a very observant comment that you have because I'm watching as well as some of the deals that are getting done with the Chinese nationalist. I think that the Viatris is not going to be considered as a traditional multinational. I think Viatris in China is being viewed as a Chinese nationals entrepreneur as well. So I do think we represent a hybrid. I think we bring the multinational mindset, but I think we bring the entrepreneurial very quick and nimble, boutique, Chinese entrepreneurial style. And I do think it's going to have its advantage. So I'm quite excited about the opportunity in China. And I'll be teaming up, as you know, with Michael doing actually a lot of the work in China and looking forward to reporting on more opportunities that we see as we go forward. In terms of Lyrica, I think another very insightful question. And the way you parsed it, I think, is fair. So I'm going to try to be fair in response by telling you that I do think that it's a complicated legal issue. I think it's a complicated breakdown of the construction claims around the patent. And then I think it's also complicated. When you look at the momentum about where Japan has in the MWLH and kind of sort of what they've been thinking about. So I'd rather not -- like any other legal case, not try to handicap it, but what I do think, to be fair to TheStreet, at least from my perspective, what I would say and what I would be strongly recommending management to do, I think it would be wholly irresponsible, in my opinion, and just my opinion, to include the Japan Lyrica numbers in what I would call the trough year in 2021. And I think if we are successful with the Japan Lyrica in Japan, which I'm hopeful and confident. Certainly, I think we've come a long way. We could have had an outright loss. No, we didn't get an outright win. I think that the courts split the decision. And I think it's only going to be a matter of time before we know. But the numbers that you should expect in 2021, what I think investors need to appreciate, unlike the United States, is we will not lose 100% of Lyrica in Japan. What will be included in the numbers is a certain percentage that we know we will hold on to just because of the way that marketplace works. So it's actually a fairly nice base. I wouldn't take all the numbers out. But what we would do, assuming even if we have generic Lyrica as a win, I believe the responsible thing to do would be to separate what is all included in our base and anything excess that we get from Generic Lyrica and Japan or that we get from Lyrica in Japan before it goes Generics. I would ask investors to more look at it almost like how they used to model the 180-day exclusivity here in the United States. It's going to be much more of a cash bonus but I don't think as a going concern, and that, that should be included in our base business and also as part of our base -- as we project pro forma on a going-forward basis. That's what you can expect. I hope that was helpful, Umer.
Operator:
Your next question comes from the line of Elliot Wilbur of Raymond James.
Elliot Wilbur:
A question for, I guess, yourself, Robert, in today's release, you talk about proceeding with the Upjohn transaction absent the Meridian platform, which I always thought was a business that Mylan historically had covered and it seems kind of trapped in the Pfizer platform. So I'm sort of curious if you could provide some perspective on sort of why that is not going to be part of the combined entity going forward?
Robert Coury:
I want to be sensitive. I don't know, Elliot, how you might be parsing that to, quite frankly, for quite some time, we've had -- we've actually been in some pretty intense discussions with Pfizer. We actually believe that we reached the exact right place in terms of where we need to be. Meridian doesn't have many other products. Meridian does serve some government contracts. I think where Meridian is at staying with Pfizer is absolutely the proper place. I do think that we will -- we -- I fully expect it, and you should all know that in the numbers that I was -- the soft numbers I've been throwing out there directionally in 2021. I've always felt confident to include our business of EpiPen with Pfizer in those numbers. I fully expect that we are going to continue to work with Pfizer on hopefully improved formulations, which I believe is well underway. And I think that we'll let the future talk about how and where we see our new formulations being developed. And let me leave it at that. But I'm very, very pleased, Elliot, that we will continue this relationship with Pfizer and continue to work with them on our new formulations for this very important product in order to serve the patient needs. And Heather, do you have anything you want to add on to that?
Heather Bresch:
I think as you said. I said the partnership -- to your point, it is an important product and partnership, and we'll continue to do that, I think, for years to come. And I think Pfizer and us will both collectively bring our strength and expertise to the table around the product.
Robert Coury:
And thanks for the nice comments, Elliot. I'm sure that our paths will cross again.
Operator:
Your next question comes from the line of Greg Gilbert of Trust Securities or Truist Securities.
Gary Nachman:
I have 100 questions about Viatris wrap. So I'll keep this to Mylan. Rajiv, on Tecfidera, it sounds like you expect approval soon or ahead of your date. Can you confirm that you plan to launch without an appeal or launch immediately? And do you think this can be a meaningful opportunity despite the number of filers. And then on glargine, just wanted to see if you could confirm whether you have confirmation from the FDA -- changeability?
Rajiv Malik:
Yes, we have a complete plan -- point of view, and that has been submitted.
Robert Coury:
Greg, as you know, that would be considered a launch at risk. It's always been our stated policy. Until we have all the data at the time, and we're ready to launch, that's when the Company will evaluate whether or not it will launch at risk. What I can point to, the Stopul hearing, I think, that is up in New Jersey, I believe, in the next week or so, I think, is going to be a pretty pivotal decision. I think if they uphold the Stopul and take the decision that was handed down in West Virginia. Look, I think the there -- I think it could be an opportunity and a pretty meaningful opportunity or there could be plenty of generic players out there. I think we should first focus on what happens in New Jersey. And I think that should probably give you the answer that you will be looking for.
Operator:
Your next question comes from the line of Jason Gerberry of Bank of America.
Jason Gerberry:
Just a follow-up on Greg's question for Rajiv. Still curious, in the past, we heard you guys were kind of close or near around some products like Copaxone or a state specimen a lot of time transpiring. So curious confidence level, what are the key impediments to getting the tecfidera approval from your perspective read on the regulatory situation?
Rajiv Malik:
There's no comparison with what we had between a Copaxone and Tecfidera. There was a lot of complexity and seasoned petitions, like there on drug [indiscernible] as well as Copaxone, Jason. This one is -- we had checked all the boxes, and there was the facility issue, which has been cleared, and now it's the administrative work, which FDA is going through. And we remain pretty confident that we'll be able to get it over the to line very soon.
Operator:
Your question comes from David Risinger of Morgan Stanley.
David Risinger:
So I'm just hoping, Robert, that you could provide a little bit more color on how we should be thinking about the trough in 2021. So is there any way to provide a framework for the standup company costs as you stand Upjohn within Mylan/Viatris and also the Pfizer transition service agreement costs. Basically, I'm just trying to understand how significant those are and how they'll be reflected in the Viatris EBITDA in 2021?
Robert Coury:
Thanks, David. Let me try to at least walk you through -- let me start with the trough, and then let me walk you through what I envision the cadence to be over the next 3 to 4 years, and what I expect post the fourth year, years 5, 6 and beyond. I think the numbers that we're going to give you are going to fully incorporate all the stand up costs. Therefore, we're going to take the numbers down low enough that will fully absorb all these costs that TSAs, MSAs and any other stand up cost that -- in order to start Viatris on the right foot. When you think about those TSAs and MSAs, you should also note that we have all the incentive in the world to get off of those TSAs and MSAs as we continue to build out our own infrastructure. That is what we're banking on as part of our upside as we see the cadence going forward. David, there's been a lot of questions. When we first announced the deal, people were concerned about whether or not this was a declining business. Today, we don't hear anybody discussing about this as a declining business. Everybody wants to talk about how are we going to return back to growth. No one's talking about it's a declining business because we quickly jumped in front as quickly as we could. We're not relying on 2020. We never did. Because we believe that 2021 is going to represent the best first starting point for Viatris as a brand-new company. We have all the opportunity in the world to reset these numbers, especially given our current market multiple to make sure that this new Viatris management team is set up for success quarter after quarter after quarter, not just to me but hopefully exceed. And so you should expect that that's the way we're thinking. And so to get the 2021's trough, we'll take a quick look at a couple of years out and ensure that the numbers we start with in 2021, taken all the headwinds that everybody has been discussing out of the baseline business. And even to Umer's question around Japan's Lyrica, you're going to see we're going to set that aside as well because anything that is not sustainable, that doesn't really have a strong tail to it, we don't believe belongs in the base business. Those are temporary and what we want to demonstrate is the durability and the sustainability of this new base platform when we pull this together. And in that base platform, I think it will be a pleasantful surprise. We don't see any 1 meaningful catalyst that will cause the type of volatility that I think that the Mylan investors have experienced, especially in North America. So we really have not just diversified, but derisked our entire business model by really taking out all that noise and really addressing all the headwinds that we can envision right upfront. The cadence over the first 3, 4 years, what I think you should expect is this is going to be an EBITDA, free cash flow and earnings growth story. You know, David, earnings growth can come in many ways. In the first 3 to 4 years, what we were trying to convey, and I think what management was conveying in its meet and greet with you and some of our shareholders was -- you should -- you can get earnings growth by adding to your top line or you can get earnings growth like we potentially see our ability to drive earnings growth, EBITDA growth, free cash flow growth by launching the pipeline that we already have. And most importantly, garnering the synergies over the first 3 to 4 years. When you look at what we have to work with, I think that the Viatris shareholders should expect an extraordinarily stable top line revenue business and the early years with growth in EBITDA, free cash flow and earnings. So you're going to see an earnings growth story right away, because the dividend or the synergies will allow us to do that. In the meantime, you're going to also want to pay attention to what we load up in the global healthcare gateway, and how we're using -- how we're placing our capital investments in years 1, 2, 3 and 4. And as the synergies roll off at the end of year 4, you're going to start to see where the top line growth that we're going to be able to maintain earnings growth and EBITDA growth, free cash flow growth by what we add to that top line. And that's as simple as I can lay it off for you, and that's exactly what management is signing up for. It's exactly the road map that we put in all of our presentations. And I do look forward for the new management team to really give you even more color once they have -- once you have a chance to close, they have a chance to get together and really dive deep into the new combined organization to deliver on exactly what I laid out for you, David.
Operator:
Your next question comes from the line of Ronny Gal of Bernstein.
Ronny Gal:
I want to thank Ken and Heather as well if this is indeed the last meeting for the many years of support. Thank you both. The question I have is about the Company as a stand-alone. Revenue for the first half of the year was $5.350 billion. So if you just translate to the second half, it looks like you need the extra $800 million to meet the bottom of your guidance on the revenue side. Can you just kind of give us the elements of the crossover that -- how we get from here to there? And then I can go on, you highlighted the biosimilar business, would you care to share with us revenue this quarter from your global biosimilar business?
Robert Coury:
So let me take the first part of that, Ronnie, and thank you for the comments. I have enjoyed working with you as well. As we look at the first half of the second half, I think, just take, really, 2 things into account. We are typically seasonally weighted to the second half of the year. EpiPen is a larger quarter in the third quarter as well as many of our products in Europe, including Influvac, our bigger products in the third and then especially the fourth quarter. So you've got the typical seasonal step up to get to that growth from the 5.3% to the higher number that you calculate to get to the midpoint. But then I'll also point out one of the comments in my scripted comments, which is in the first half of the year, our new product launch revenues were about $163 million, and we're expecting another $425 million to $430 million of that. So that's also back-end weighted. Those are the largest variables in the move.
Ronny Gal:
Is it additional launches or just the same launches that already are in the market just to continue to expand?
Robert Coury:
So part of it is the continued expansion of those launches we did in the first half of the year, but we certainly have additional new launches in the second half of the year.
Rajiv Malik:
And Ronnie, regarding the biosimilars, in the first quarter, I will tell you that this year, our approximate revenues from the biosimilars will be close to $0.5 billion.
Operator:
Your next question comes from the line of Gary Nachman of BMO Capital Markets.
Gary Nachman:
Just a follow-on that, maybe broadly on the biosimilars. Just provide some color on what you've been doing to continue to gain share in all those categories? Have you been evolving in those markets in terms of promotional efforts? And how has pricing been relative to your expectations? And then maybe just for Robert, how much do you think Viatris is going to help with the effort in biosimilars since it's so important to the growth story going forward?
Robert Coury:
And I appreciate your acknowledgment on some of the biosimilar share gains we've seen, and I tried to articulate, we view this not just as a U.S. business, but a long-term global franchise. And one we're seeing parts of success in many markets and each of those markets is unique and different. And one of the great things about our infrastructure, it allows you to compete both at a tender level, at a pharmacy level and at a physician level. And I think that your second question around Viatris and some of the infrastructure and additive natures of the businesses and the sales forces will have in the combined company, I do think it will help us. It will help us outside the U.S. in many markets, expand upon this very, very important opportunity we have in biosimilar.
Tony Mauro:
Rajiv, why don't you add because -- I mean, specifically to his question, we have already identified where those opportunities may be.
Rajiv Malik:
So I would say, look, the 3 basic things you need for a friend, building a franchise, a portfolio which we have, a supply which we are -- continue to work on and we have and cost up goods. And then Tony talked about the commercial channels, whether it's the retail, hospital tenders, tenders or other avenues, which are available. Now Upjohn brings a lot of digital and other marketing assets which will further strengthen our skill sets on that. And more importantly, the medical skill sets, which we come along with that. And let's not -- we have tried to focus it always on the U.S., and I'm glad that we have started giving you a little bit of color about what we are doing in the other markets, for example, the Rest of the World markets or growth markets, which we'll call, we don't have much competition over there. And we have a lot of demand for these products, for example, Gilead, the market size in these markets is about $1 billion and so is Avastin. So this is how we -- for us, it's not a 1 product play, not a 1 market play. It's a portfolio play for across multiple markets, and we believe we are very well positioned to leverage this platform for years to come.
Robert Coury:
And I think the only thing I would add, Gary, is I mean, again, I think where we got off, I think, let's just say it's on the wrong foot. We have always planned, we've said this many, many times publicly. When we did our deal with Biocon and created something, I think, very, very special, in which we were way behind when we first started in 2009 but not only did we catch up, we went way ahead. What we've planned for always was for more of a global launch in our biologics because back then, we did not see the pathway to a U.S. biologics market. That happened rather quickly, and it happened over the last few years. One of the things that we had and why we're doing so well in other parts ex U.S. is because we've already had the proper infrastructure already in place, we were ready for those markets. To be very honest with you, I don't believe we had the right commercial infrastructure as well as I believe we could have had in the United States. I've seen that when a company like Coherus could come in, nobody knows the name Coherus, everybody knows the name of Amgen's sales reps. Coherus is Amgen's sales reps. So when you understand the market in the United States and understand the importance of that well-established relationship between those reps, the hospitals and the -- within that particular franchise in that food chain. I would say, absolutely, that was part because it's not just the cost, it is about some of those relationships. And that's an opportunity for us to improve going forward here in the United States. But I'm hoping now that when people look at our franchise, our global franchise, they'll start to appreciate how well we're doing ex U.S. as well.
Operator:
Your next question comes from the line of Kevin Caliendo of UBS.
Kevin Caliendo:
So I had a question around the cash flows and in Morgantown, the remediation cost has been a drag on free cash flow versus the sort of the delta between GAAP and adjusted. So my question is, how much is still budgeted there? And do you think that you'll start to see GAAP operating cash flow move closer to the adjusted cash flow going forward. And I guess my end point here is will the dividend policy sort of Viatris be based on adjusted free cash flows or GAAP free cash flow when you think about a percentage payout?
Ken Parks:
Yes. So Kevin, this is Ken. Let me start out by answering part of it. And I'll get Rajiv to weigh in as well on Morgantown. You're absolutely correct that right now, as we're talking about adjusted free cash flows, we are adding back the cost as we're going through the Morgantown remediation restructuring program. But also, I will point out that there's also this bucket now called manufacturing variances. And the reason I called that out is because as we've continued to operate the factory in the COVID situation, that has generated some inefficiencies. So as you asked the question about how far this goes out, we certainly and consistent with what we told you in the first quarter, expect that while the warning letter has been lifted, we have some commitments to the FDA that will take remediation and restructuring to continue through periods of the balance of this year. As the COVID pandemic continues, we will also have manufacturing variances that will continue to occur as long as we're operating in this environment. With that, I'll turn it over to Rajiv.
Rajiv Malik:
Yes. Let me give you a little clarity over here, Kevin also. Warning letter is lifted. The Warning -- this bucket included some remediation costs, which was some commitments we still have for FDA to deliver. And then it has restructuring costs related to Morgantown, including some manufacturing variances and stuff. But as you said, we very recently, in the last call, we said we have passed everything related to restructuring because of the COVID. So that's why we are stating that cost for the time being over here. Now as we go into the Viatris, I'm pretty sure we have already stated that we will be moving to the GAAP cash flow and not adjusted cash flow. Tony, you can confirm that.
Tony Mauro:
Yes. That's exactly right, Kevin. With everything that we've talked about, and we've been very clear as we put together the Viatris modeling, we made a point of saying that when we -- when Mylan forms together with Upjohn becomes Viatris, all the cash flow numbers will be GAAP cash flow numbers going forward at that point.
Kevin Caliendo:
Great. And so the dividend policy will be based on that.
Tony Mauro:
Yes.
Operator:
Your final question comes from the line of Nathan Rich of Goldman Sachs.
Nathan Rich:
Great. Just wanted to follow-up on the top line outlook for Viatris. Can you kind of help us tie together kind of all the details that you gave on the pipeline and how we should be thinking about the cadence of contribution from new products in the first few years for Viatris? And then just maybe a small follow-up to that. Can you talk about your commercialization plans for singling in the U.S. Now that you have approval?
Robert Coury:
Let me just knock out the first one. We have not given the soft numbers that I think that ought to be the proper starting point to consider. And we have not talked about how much of the pipeline rolls in. I do believe that when we come together on the Investor Day, we fully intend on breaking down. And Rajiv, I know when we started in -- when we announced the transaction, we had approximately $3 billion to launch. That was July of 2019. We've already began to launch a large portion of that portfolio. We also are continuing to load up into our research and development. So we'll need to update those numbers and be more distinct when we get to you on Investor Day.
Tony Mauro:
And maybe to your second question, Nathan, around simply launch preparedness. Certainly, we are extremely excited to get ready to launch. You heard Rajiv mention in the coming weeks. It's a competitive market, one that I think we've stated it's going to be a slow ramp, but we do see this as a very good long-term opportunity. The diabetes population, the demographics are growing and this is one where you think of payer healthcare professional in pharmacy, that triangulation will be critical in long-term success. So we're ready. But like I said, I think it will be a slow ramp in the initial phases of the launch. Heather you want to close?
Heather Bresch:
Yes. Thank you, and thank you, everyone, and I appreciate the comments. I think this wraps up my 60th quarterly conference call. So thank you, and thank you, Robert, for your mention on behalf of the Board and the team. It's been my pleasure. Thank you.
Operator:
And thank you. That does conclude today's Mylan Second Quarter 2020 Earnings Call and Webcast. Please disconnect your line at this time, and have a wonderful day.
Operator:
Good morning and welcome to the Oyster Point Pharma ONSET-2 Study Results and First Quarter Earnings Conference Call. I will be your operator today. [Operator Instructions] At this time, I would like to turn the call over to Mr. Daniel Lochner, the company’s Chief Financial Officer. Please go ahead.
Daniel Lochner:
Good morning, everyone, and welcome to the Oyster Point conference call to discuss top line results for the Phase III ONSET-2 clinical trial in patients with dry eye disease. This morning, we issued two press releases, one covering the top line results from the Phase III ONSET-2 trial as well as the company’s first quarter 2020 financial results for the three months ended March 31, 2020. Both press releases as well as ONSET-2 slide presentation and our Form 10-Q that was filed with the SEC this morning are available on our website at www.oysterpointrx.com. Joining us on our call today are Dr. Jeffrey Nau, President and Chief Executive Officer of Oyster Point Pharma; and John Snisarenko, our Chief Commercial Officer. I will provide a brief overview of the company’s financial results for the quarter ended March 31, 2020. Following these remarks, I will turn the call over to Dr. Jeffrey Nau to discuss the ONSET-2 Phase III results. After Dr. Nau’s prepared remarks, we will then open up the line for questions. This conference call contains forward-looking statements regarding future events and the future performance of Oyster Point Pharma. Forward-looking statements include statements regarding Oyster Point’s possible or assumed future results of operations, expenses and financial position; business strategies and plans; research, development and commercial plans or expectations; trends, market sizing, competitive positioning; our beliefs regarding our clinical trial outcomes, including secondary endpoint analysis; predictions regarding product approvals or the FDA and our efforts to manage the impact of COVID-19; and industry environment and potential growth opportunities, among other things. These statements are based upon the information available to the company today, and Oyster Point assumes no obligation to update these statements as circumstances change. Future events and actual results could differ materially from those projected in the company’s forward-looking statements. Additional information regarding factors that could cause results to differ materially from our forward-looking statements are described in greater detail in the company’s press release issued this morning. Now I’ll provide a brief overview of Oyster Point’s first quarter 2020 financial results for the three months ended March 31, 2020. Additional detail about our quarterly results can be found in our Form 10-Q. For the first quarter of 2020, Oyster Point Pharma reported a net loss of $16.5 million compared to a net loss of $3.8 million for the same period in 2019. As of March 31, 2020, cash and cash equivalents were $130.6 million compared to $139.1 million as of December 31, 2019. We believe that the company’s current cash and cash equivalents will be sufficient to fund our planned operations for at least 12 months from the issuance date of today’s Form 10-Q. Research and development expenses for the first quarter 2020 were $11.3 million compared to $2.4 million for the same period in 2019. The increase in research and development expenses was primarily due to our advancement of OC-01 and reflected an increase in expenses related to CROs and CMOs of $7.8 million and an increase in payroll and personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expense of $1.1 million. General and administrative expenses for the first quarter of 2020 were $5.6 million compared to $1.6 million for the same period in 2019. The increase in general and administrative expenses was primarily due to the expansion of our organization and reflected an increase in payroll and personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expense of $2 million, an increase in professional fees for legal, accounting and outside services to support operations as a public company of $1.8 million and an increase in marketing expenses of $0.2 million. Now I’d like to turn the call over to Dr. Jeffrey Nau. Please go ahead.
Jeffrey Nau:
Thank you, Dan, and thank you to everyone for joining us this morning. I’m hoping that everyone and their families are safe and healthy during this unique time in our lives. I would like to take the opportunity to acknowledge the patients, the eye care providers and staff that were involved in the ONSET-2 trial. The ONSET-2 study began enrollment in July of 2019 and completed in March of 2020. As the the coronavirus pandemic began to impact the U.S. and the health care system in general in March, we were fortunate and honored to work with such an amazing group of investigational centers and patients who continued to safely collect the clinical data needed to complete the treatment phase of this Phase III study. For those of you following along with the slide deck that we made available on our corporate website, please refer to slide number four. We are excited to be announcing today the positive outcome in our Phase III ONSET-3 clinical trial, which has been designed to investigate OC-01 nasal spray as a treatment for the signs and symptoms of dry eye disease. The ONSET-2 study met its primary endpoint with both the 0.6 milligram per ml and the 1.2 milligram per ml doses of OC-01 achieving a statistically significant improvement in Schirmer’s Score as compared to control at day 28 or week four. This result also translated into a statistically significant improvement in the secondary endpoint of mean change from baseline in Schirmer’s Score at week four in both doses, consistent with our data from the ONSET-1 trial. Benefits were also seen on a number of secondary endpoints in the 1.2 milligram per ml dose group, including the mean change from baseline on eye dryness score in the clinic environment at week four and as early as week two. Today’s news is a major milestone for the Oyster Point Pharma team as we look toward the filing of our first NDA in the second half of 2020. Please turn to Slide 5. The design of the ONSET-2 study is summarized here on Slide 5. As you will see, the ONSET study is a multicenter, randomized, double-masked, placebo-controlled Phase III trial, which we initiated in July of 2019. 758 subjects who were at least 22 years of age with an eye care provider’s diagnosis of dry eye disease were randomized to receive either 0.6 milligrams per ml or 1.2 milligrams per ml or placebo twice daily for four weeks. The primary criteria for enrollment was having an anesthetized Schirmer’s Score that was 10 millimeters or less at baseline. The primary endpoint of this study is the percentage of subjects with a 10 increase from baseline in Schirmer’s Score at week four. The anesthetized Schirmer’s test is an objective measure of the amount of tear film produced over the course of a five-minute time period by placing a strip into the lower lid margin. Key secondary endpoints include assessing eye dryness score within the clinic environment as well as the controlled adverse environment at week four. Additional secondary endpoints included assessment of inferior corneal staining as well as eye dryness score assessments in the clinic at week two and at week one. Please turn to Slide six. There are a number of important aspects of the Oyster Point clinical development program and the ONSET-2 clinical trial in general that are important to understand when interpreting the trial results. Pivotal dry eye trials have been consistently designed with placebo run-in phases. This design element is not a part of this trial and has not been required in any of our clinical trials. In the ONSET-2 study, there are no eligibility requirements for dry – eye dryness score, and therefore, subjects with a wide spectrum of symptom severity are included in the study population. So the wide spectrum of symptom severity are included in the study population. We feel that the design of the ONSET-2 study will translate into clinical trial outcomes that generally reflect real-world settings relevant to a broad population of dry eye patients. The ONSET-2 outcomes will also allow eye care practitioners to translate the clinical trial results into practice and strategize how to use this product in their treatment armamentarium. In this study, we used the National Eye Institute corneal fluorescein grading scale. And although this study is not designed to show a benefit in corneal staining, due to the confounding factors of proparacaine use at multiple visits as well as the use of a controlled adverse environment, we did see a staining benefit in the ONSET-1 trial and, therefore, will investigate staining in this trial. Please turn to Slide 7. As you see from the study demographics, the treatment groups were well balanced with regards to baseline characteristics of Schirmer’s Score and eye dryness score. Subjects' age and baseline eye dryness score represent a much healthier population than we typically see enrolled in dry eye clinical trials with an average baseline eye dryness score of 58 millimeters. The population is also consistent with dry eye disease epidemiology and that the population contains predominantly more females as compared to males. Baseline Schirmer’s Score is consistent with baseline characteristics, as seen from our previously completed ONSET-1 clinical trial. Please turn to Slide 8. Here, you see the primary endpoint indicating statistically significant percentage of subjects achieving a gain of 10 millimeters or more in both the 0.6 milligram per ml and 1.2 milligram per ml treatment groups as compared to placebo. For the responder analysis of those subjects gaining greater than or equal to 10 millimeters on Schirmer’s Score at week four, 44% of subjects in the 0.6 and 47% of subjects in the 1.2 milligram per ml treatment groups achieved a change from baseline in Schirmer’s Score at week four as compared to 26% of subjects in the control group. Please turn to Slide 9. This slide illustrates the consistent and reproducible data from both the ONSET-1 and ONSET-2 studies for this endpoint. As you see from the comparison, the control group is higher with regards to the mean change in Schirmer’s Score in the ONSET-2 study, supporting the fact that the baseline characteristics resemble that of a healthier population included in the ONSET-2 study as compared to ONSET-1. Please turn to Slide 10. Illustrated in this slide is the secondary endpoint of mean change from baseline in Schirmer’s Score at week four. As with the categorical primary endpoint, statistical significance was achieved in both 0.6 and 1.2 milligram per ml treatment groups as compared to placebo. Subjects in the 0.6 milligram per ml treatment group had a mean increase of Schirmer’s Score of 11 millimeters, while subjects in the 1.2 milligram per ml treatment group had a mean increase in Schirmer’s Score of 11.2 millimeters as compared to a mean change of 5.9 in the control group. Please turn to Slide 11. This slide again demonstrates the consistent and reproducible data as compared to the ONSET-1 study for the mean change in Schirmer’s Score endpoint. As you can see from the comparison, the control group is higher with regards to the mean change in Schirmer’s Score in the ONSET-2 study, consistent with what we see with the categorical endpoint. Please turn to Slide 12. The secondary endpoint of mean change from baseline in eye dryness score [indiscernible] per ml treatment group. And although there was a directionally significant in the 0.6 milligram per ml treatment group as compared to placebo, it’s not statistically significant. Subjects in the 1.2 milligram per ml treatment group had an average reduction in dry – eye dryness score of minus 22.5 millimeters as compared to a minus 15.8 millimeters in the control group. Please turn to Slide 13. In this slide, we see the comparison in the ONSET-1 trial, where there was statistically significant improvement in the 0.6 milligram per ml dose group and not in the 1.2 milligram per ml dose group. In ONSET-2, where we have balanced baseline characteristics, we see a clear dose response with 1.2 milligram per ml dose group performing better than the low dose. Please turn to Slide 14. The secondary endpoint of mean change from baseline in eye dryness score assessed in the clinic environment at week two was statistically significant in both the 0.6 and 1.2 milligram per ml treatments as compared to control. Subjects in the 0.6 milligram per ml treatment group had an average reduction in eye dryness score of minus 16.5 millimeters while subjects in the 1.2 milligram per ml treatment group had an average reduction in eye dryness score of minus 17.9 millimeters as compared to a mean change of minus 12.8 millimeters in the placebo group. We believe that this highlights the early benefit of OC-01 nasal spray on symptoms and will be important for patients that are seeking relief from the irritation and discomfort associated with dry eye disease. Please turn to Slide 15. Here, we see the secondary endpoint of mean change from baseline in eye dryness score assessed in the clinic environment at week one. Although there was a directional benefit at week one in both doses, neither dose was statistically significant. Please turn to Slide 16. This slide summarizes the improvement in symptom scores over time in the ONSET-2 clinical trial, where we see a consistent increase in the magnitude of effect in the 1.2 milligram per ml dose group over time with continued therapy. Please turn to Slide 17. The secondary endpoint of mean change from baseline in eye dryness score assessed in the controlled adverse environment at week four was not statistically significant on either the 0.6 or 1.2 milligram per ml treatment groups as compared to control. As you will see, the sample size of the endpoint was impacted by two main factors that affected the analysis and reduced sample size significantly. The coronavirus pandemic impacted a number of sites who did not feel comfortable putting their staff and/or subjects into the controlled adverse environment chamber as the pandemic was unfolding. In addition, a number of subjects in each group were asymptomatic and therefore did not meet the criteria for treatment for the full two hours while in the chamber. We were in contact with FDA prior to database lock and were instructed not to change our statistical analysis plan due to the coronavirus pandemic at that time. Since unmasking the database, we have discussed with the agency how to address this endpoint, and we will do so in the context of the NDA submission. Please turn to Slide 18. We do feel, however, that this rich dataset is useful in highlighting the benefits of OC-01 nasal spray for patients. The slide illustrates the symptom score assessment before the subjects entered the controlled adverse environment. As you see, subjects in the 1.2 milligram per ml treatment group had a statistically significant reduction in eye dryness score of minus 19.3 millimeters as compared to a mean change of minus 14.7 millimeters in the placebo group. What is most impressive about this statistically significant reduction in symptom score is that the last dose of OC-01 nasal spray was administered to the subject the evening before as the protocol for the chamber specifies withholding morning treatment, a time frame that could have represented as long as 15 to 18 hours prior to the symptom assessment. We believe that this illustrates the durability of the symptom reduction effect seen with OC-01 nasal spray. Please turn to Slide 19. This line graph represents mean eye dryness score in the controlled adverse environment for the full two hours that the subjects are placed in this low-humidity, high-airflow environment. As illustrated in the graph, the 1.2 milligram per ml dose group shows a persistent and significant separation from placebo that continues to flatten and separate over time. We believe that this data illustrates the ability of OC-01 nasal spray to resist environmental change in this adverse environment. This chamber simulates conditions such as one would experience in an airplane or forced air heating environment that exacerbates symptoms in many patients with dry eye disease. Please turn to Slide 20. Inferior corneal fluorescein staining in this study was assessed using the National Eye Institute fluorescein staining scale. Although this study was not designed to assess corneal fluorescein staining due to the regular administration of proparacaine for anesthetized Schirmer’s testing and the potential confounding caused by the controlled adverse environment, results indicate a directional benefit favoring the 0.6 milligram per ml dose group on inferior and nasal staining, although there was no statistical benefit in any of the corneal regions. Please turn to Slide 21. As illustrated by this slide, although not statistically significant, there was a directional benefit in all fluorescein corneal staining regions favoring the 1.2 milligram per ml dose group. Please turn to Slide 22. In summary, the primary endpoint of categorical change in Schirmer’s Score was statistically significant in both dose groups, as were a number of secondary endpoints in the 1.2 milligram per ml dose group. As stated in earlier slides, we will be discussing the secondary endpoint of mean change in eye dryness score in a controlled adverse environment at the time of the submission of the NDA. Please turn to Slide 23. We believe that the ONSET-2 trial data, with support from the results of the previously completed ONSET-1 study, will support an indication of signs and symptoms with clinically meaningful data that will be useful to the patient and the eye care practitioner. In the 1.2 milligram per ml dose group, we see a statistically significant increase in natural tear film as compared to control. In stimulating the production of natural tear film, we see a statistically significant improvement in symptoms as early as week two with increasing magnitude of effect at week four. We believe the unique mechanism of action for OC-01 nasal spray will help establish this product as an important treatment for the eye care professional. Please turn to Slide 24. This slide illustrates a summary of adverse events in the ONSET-2 study. Although we see a higher number of subjects in the treatment group experience an adverse event, these events are primarily driven by the most common adverse event of sneezing. There were no serious adverse events related to study drug. There were a similar number of ocular adverse events across all treatment groups. The number of subjects with treatment emergent adverse events leading to discontinuation across all treatment groups was less than 3% in any treatment group. Treatment-related adverse events leading to study discontinuation that were related to study drug are less than or equal to 2% in both of the treatment groups. Please turn to Slide 25. The most common adverse event was sneezing followed by cough. Nasal and throat irritation were reported in less than 15% of subjects in each dose group. This is consistent with the data from the ONSET-1 clinical trial with no newly identified safety signal. Greater than 99% of events were considered mild. Importantly, because OC-01 nasal spray spares the ocular surface, there were no events of burning or stinging on the ocular surface. There were no reports of serious adverse events related to nasal spray administration. Please turn to Slide number 26. This slide summarizes data collected from each administration from the nasal spray patient administration diary. In agreement with the adverse event data, the most common adverse events experienced in the treatment group was sneezing, which was mild in severity in more than 99% of subjects. Approximately 50% of all nasal spray administrations were associated with sneezing. A majority of subjects experienced zero to two sneezes at administrations where sneezing was noted. Sneezing was transient with the majority of sneezes occurring within the first minute following administration. Please turn to Slide 27. As you will see here, since August 2018, we have enrolled or started four clinical studies that encompass the OC-01 dry eye disease clinical development program. In January, we released the results from the MYSTIC study investigating 84 days of twice-daily dosing of OC-01 nasal spray. Oyster Point’s U.S. clinical development program consists of the ZEN bioavailability study as well as the ONSET-1 and ONSET-2 studies. With these positive results from the ONSET-2 study, we are on track to submit an NDA application to the FDA in the second half of 2020. We believe that the unique mechanism of action for OC-01 nasal spray will help establish this product as an important treatment for the eye care professional. Please turn to Slide 28. Dry eye disease is a chronic, progressive disorder of the ocular surface characterized by a loss of tear film homeostasis. This loss of homeostasis resulting in increased evaporation and/or decreased team volume over the – over time ultimately leads to irritation, inflammation and damage to the ocular surface. Dry eye disease is a complex and multifactorial disease that is difficult to treat effectively. The novel mechanism of action of OC-01 nasal spray stimulates the trigeminal parasympathetic pathway to produce natural tear film using the cholinergic receptor agonist, varenicline. Please turn to Slide 29. Currently, there is no substitute for the body’s own natural tear film. Natural tear film consists of a complex mixture of thousands of compounds with beneficial components including growth factors, anti-inflammatory compounds, lubricating and hydrating components and is inherently antimicrobial in nature. OC-01 provides therapy to the ocular surface that we believe will provide an early and sustained symptomatic relief while treating the underlying disruption of tear film homeostasis. Now I’d like to turn the call over to Oyster Point’s Chief Commercial Officer, John Snisarenko. John, please go ahead.
John Snisarenko:
Thank you, Jeff. Please turn to Slide number 30. There’s a significant unmet need in the treatment of dry eye disease. Just in the U.S. alone, over 30 million adults are affected. 16 million, or less than half of these adults, have been diagnosed and only two million are currently treated with a therapeutic. Over seven million people have tried the currently available therapeutic options. The majority of current treatments target the inflammatory component of dry eye and take some time to see a therapeutic effect. In addition, many of these options are eyedrops, which may have tolerability issues that can lead to poor compliance. Please turn to Slide 31. Let’s take a look at our commercialization plan. In anticipation of FDA approval of OC-01, we are planning to launch OC-01 in Q4 of 2021. Our commercial strategy focuses on three key areas
Operator:
[Operator Instructions] Our first question comes from the line of Tyler Van Buren with Piper Sandler. Your line is open.
Tyler Van Buren:
Good morning. A huge congratulations to the positive dataset and being the first company to hit both signs and symptoms through pivotal studies. I guess since you guys have had a lot more time to analyze this data and the totality of the dataset than we have, could you just put the magnitude of response into context with the already approved agents of RESTASIS and Xiidra perhaps both on the Schirmer’s Score and eye dryness? And then also maybe just touch on onset of action as well.
Jeffrey Nau:
Yes. Great. Thanks, Tyler. I would say one way to look at this study is we alluded to earlier in the slides this study you really addresses a broad population of patients. And because of that baseline characteristic of eye dryness score and the protocol allowing patients from 0 to 100 into the study, we really think that this trial consists of mild, moderate and severe patients, and we did not enrich the study to just enroll the moderate to severe dry eye population. So I think the important thing to take away is that we see consistent and reproducible results from the ONSET-1 and ONSET-2 trials. We don’t see a difference in the patient population between the more severe patients and the more mild patients. So we really have strived to try and design our clinical trials to have a real-world applicability and enroll a population of patients that’s more akin to those that are going to walk through the clinic on a daily basis. We think this will also translate into real-world outcomes that will be similar to our clinical trials. So we see early increase in tear film production with, as you see there, statistically significant improvements as compared to control. And on the eye dryness symptom side, we see a statistically significant outcome at week four, but I think what’s most impressive is if you look at Slide 16 and you see that progression from week one to week two to week four, where we see a continued improvement over time with this product.
Tyler Van Buren:
Great. Thanks, Jeff. And John gave a helpful overview on commercialization strategy. But I guess my second question is just thoughts on – current thoughts on commercialization versus engaging someone with the infrastructure that’s already built.
John Snisarenko:
Yes. Thank you, Tyler. We do plan to hire in-house our specialty sales force. We feel that would be supportive of the data that we want to bring to the eye care professional, the prescribers. And also, it would support other commercialization efforts for other ocular therapies that we will bring in the future. So we know where the prescribers are based on the history of Xiidra and RESTASIS and others, and we will have a competitively sized sales force that’s in-house to be able to target both optometry and ophthalmology.
Tyler Van Buren:
Helpful, thank you.
Operator:
Thank you. And our next question comes from the line of Ken Cacciatore with Cowen and Company. Your line is open.
Ken Cacciatore:
My congratulations as well. Looks fantastic. Just wanted to ask John in terms of commercialization. Can you just talk about the current treatment success and failure rates? You said 7 million had tried, but just to give folks and us some sense of the success or failure that Xiidra and RESTASIS have. And then also wondering, in terms of potentially, at some point, combination use, any reason why there would be limitations in using it together? RESTASIS has yet to go generic. But if it does, it would – I would imagine it would be cheap and yours would be brand. Maybe there would be the ability to use it together but just wanted to get your thoughts. And then lastly, the FDA has used different criteria, different endpoints for both RESTASIS and Xiidra, and there’s been some moving around. Just the evolution of thought at the FDA in terms of the different endpoints vis-a-vis the ones that you use. Thank you.
John Snisarenko:
Great. Thank you for your question. In regards to the number of patients that have tried the current therapeutic options, as we know, the current therapeutic options tend to target the inflammatory component of dry eye and do take some time to work, some as long as three to six months. So you can imagine a lot of patients have tried and have given up on some of those therapies. Hence, the 7 million over time, that group, that number has built. As well, because we’re sparing the ocular surface, the current therapeutic options are eye drops, and they do cause some burning and stinging, and patients do give up on them due to those side effects as well. So we do feel that there is a group of patients that are looking for other options. And I think even from a payer perspective, whether commercial or Medicare, there have been many patients that have tried and failed. So even if a generic RESTASIS does come on to the market, and we would have to step through a generic RESTASIS, there are many patients that would qualify to move right into OC-01 as a therapeutic option. I’ll let Jeff comment on some of the FDA questions that you had there on endpoints.
Jeffrey Nau:
Yes. Thanks, Ken. So I think when it comes to combination therapy, I do think one of the benefits of this product because of the novel mechanism of action is that it will allow the clinicians, both optometrists and ophthalmologists, to really think about how they want to use it in the entire scope of treatment options that they have at their disposal. And so I do think that they will think about how to use this product with other therapies. I think they will think about how to use this product with other devices that may exist on the market. But because this product is novel and basically the way in which we are delivering treatment, which I think is often lost that we’re not putting anything onto the ocular surface, we’re stimulating tear film, and so to be able to get these results by stimulating natural tear film and putting healthy components onto the ocular surface, we think, will be important in the context of all of the other dry eye treatments that are out there. From an endpoint perspective, I do think that the FDA has been open to a lot of different endpoints. What I would say here is when we began this development program, we have consistently used the same endpoints over and over again. We think that eye dryness score in that it’s been used for the approval of other products was an important symptom endpoint. And then on the Schirmer’s Score, I think one of the things that’s also important here is there really are no other products out there that give the clinician a repeatably and reproducible assessment of a biomarker to see how patients are doing but also to see how patients will do. And a Schirmer’s Score is a very simple test. Every ophthalmologist and optometrist knows how to deliver that test, and we feel we’re going to be able to provide clinical data to the optometry and ophthalmology community that will be predictive based on this biomarker. But these are endpoints that are clinically meaningful. And so if you look across the landscape of endpoints that can be used in dry eye trials, I think these are really important, which is how much tear film are we putting on the ocular surface, and then what’s the impact to the patient from a symptomatic perspective.
Ken Cacciatore:
Great. Thanks so much, congratulations again.
Operator:
And our next question comes from the line of Anupam Rama with JPMorgan. Your line is open.
Tess Romero:
This is Tess on the call this morning for Anupam. Congrats as well from us on the results. Maybe a first one. With the data you saw here on EDS, are you going to be filing both doses? Or are you thinking about just trialing the higher dose? How are you thinking about this? And then I have a follow-up.
Jeffrey Nau:
Sure. No, I think that’s a great question. With 48 hours or so of being able to digest the data, there’s still a lot of data that we need to assess. And I think we’ll be able to start to look at subset analyses and some of the other planned analyses that are not a part of the top line data. In addition, as we compile our integrated summary of efficacy from both the ONSET-1 and ONSET-2 program, I do think that, that combined dataset will also allow us to see things that maybe each of the two studies themselves are not able to illustrate. And so as we learn more, we’ll be able to give some more guidance. But I think as of today, just based on the ONSET-2 study, we do see clinically meaningful improvements in symptom score, and we do see a slightly higher improvement in those Schirmer’s scores. But I don’t think that we’re ready to make a final decision as of today.
Tess Romero:
Okay. That’s helpful. And then maybe you may have touched on this before, Jeff, but just any other color you wish to point out on sort of the higher placebo performance that we saw in ONSET-2 relative to kind of what maybe we were thinking coming into the trial? And how should we be thinking about that in the context of kind of the baseline patients that you enrolled for ONSET-2?
Jeffrey Nau:
Yes. No, that’s a great question. So we do see a higher score across the board for that placebo group, whether it be on Schirmer’s Score, whether it be symptoms and – as compared to our ONSET-1 study. So I think what this does illustrate is a healthier patient population than we have enrolled before. I think if you were to look at the numbers, you see about 175 patients of that 758 population are actually below 40 on eye dryness at the time that they entered the study. So these are not patients that would have been entered into other dry eye clinical trials. And we see a consistent effect across all of these groups, whether they’re on the milder end of the spectrum or the more severe end of the spectrum. So one of the important things as a takeaway from this study is, I think it’s a real-world study for all the reasons that I listed in that first set of slides, and it’s going to be very translatable to everyday practice. These are patients that walk through the door. They, in some cases, have a milder form of the disease. And we really think that because of the novel mechanism of action of OC-01, this product really is applicable to patients all across the spectrum. So when we look at the data, I think it’s even more impressive, especially on the symptoms score, to be able to see this type of an effect in a patient population that’s much more healthy than we’ve seen in the past.
Tess Romero:
Great. Thanks so much for taking our question.
Operator:
And our next question comes from the line of Patrick Dolezal with LifeSci Capital. Your line is open.
Patrick Dolezal:
Congrats on the data. And thanks for taking my questions. And apologies in advance if there’s some redundancy here because I actually got disconnect at the beginning of the Q&A. So on the traditional symptoms endpoint at week four, you guys achieved significance there, and this wasn’t consistent with the CAE endpoint. I’m just hoping for a little color on the relative importance of symptoms in non-CAE versus CAE and kind of how those early regulatory discussions have been shaping up as to whether this aspect might affect labeling. And I guess beyond that, were there any study design differences that may have accounted for these results just given that in ONSET-1, the CAE was measured at week three versus week four in ONSET-2? And then I have a follow-up as well.
Jeffrey Nau:
Sure. So I think the best way to answer overall, and it’s this common theme that you’ve heard throughout the study, is patient population is healthier than we have enrolled in the past overall. I certainly think that, that probably had something to do with the results that we’ve seen both in the clinic as well as in the controlled adverse environment. It was unfortunate that we had an impact to the controlled adverse environment due to the COVID-19 pandemic, but we do think that – and feel we got very lucky that we were able to finish enrollment with what we think overall is minimal impact to the study. And so when you look at the CAE data, you’ll see there’s a significant impact to the patient population that was able to be evaluated. That being said, what we were hoping for in the CAE is really to illustrate just how powerful this drug is in multiple environments. And when you look at the data, although we didn’t hit that point estimate, if you look at the totality of the data in the controlled adverse environment, we do see that there is a protective benefit with that, especially in that high-dose group versus control. In the context of the real world and feedback that we have from our advisers, they look at the controlled adverse environment as more of an interesting endpoint, and they really put more weight into that clinic eye dryness because that’s really what patients are going to experience on a daily basis. So we wouldn’t expect the clinicians to be putting their clinical patients into a CAE, but these are the types of environments that people encounter when they’re on planes, when they’re in forced hot air environment. So I think it’s – between the healthier population and the loss of sample size from the coronavirus impact, we saw a directional benefit certainly, not as big as what we saw in the ONSET-1 study but having the power to show those very small improvements we just did not have in the study, unfortunately.
Patrick Dolezal:
Got it. That’s helpful. And then were you guys able to collect any data in ONSET-2 on patient satisfaction kind of outside of the EDS score to understand a bit more qualitatively how patients are viewing the product profile and kind of overall satisfaction with use and particularly perhaps on preferences for an intranasal versus an eye drop?
Jeffrey Nau:
Yes. Yes, thanks. That’s a great question. So we didn’t formally collect data in ONSET-2, although we have market research data that does indicate that patients that are currently on branded therapeutic products for dry eye disease would consider switching over to the nasal spray. About 90% of surveyed patients said that if the product is available today, they would take the nasal spray. I think the way that we look at the product is there are patients out there in the world that – certainly, 100% of patients will not like to take a nasal spray, but we do think that the product profile is going to be well accepted. If you look at our study design, you’ll see patients did not drop out of the study due to adverse events associated with the nasal spray at any appreciable rate. And we see in our market research that as compared to eye drops, the nasal spray route of administration is preferred by most patients. And so I think we all know the patient compliance issues that come along with delivering something to the ocular surface. There are many patients that just can’t deliver the drug adequately to the ocular surface. And there’s also patient populations out there, such as patients that wear contact lenses, where this becomes problematic, and we think that this nasal route of administration bypasses many of those challenges.
Patrick Dolezal:
Great, thank you. And congrats again.
Operator:
[Operator Instructions] I’m not showing any further questions. I’ll now turn the call back over to management for closing remarks.
Jeffrey Nau:
Thank you, operator. I’d like to thank everybody for joining the call today. Our original vision for OC-01 nasal spray to treat the signs and symptoms of dry eye disease was to develop a transformative treatment to address the large unmet medical need for patients via our hypothesis of restoring tear film homeostasis and natural tear production. We’ve produced positive efficacy results on multiple endpoints of signs and symptoms in several randomized, controlled trials. We’ve designed our trials to address a broader, real-world population, which we believe will allow eye practitioners to translate the clinical results into practice and strategize how to use this product in their practices. We feel that this is one of the reasons that patients do not often persist with current dry eye therapies as the benefits seen in the clinical trials do not translate to the broader dry eye population. I’d like to thank everyone for joining us today, and I wish and hope that you and your families stay safe and healthy.
Operator:
Ladies and gentlemen, this does conclude the program. You may now disconnect. Everyone, have a great day.
Operator:
Good afternoon, my name is Catherine, and I will be your conference operator today. At this time, I would like to welcome everyone to the Mylan Fourth Quarter and Full Year 2019 Earnings Conference Call and Webcast. All participants have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. [Operator Instructions] Thank you. I will now turn the call over to Melissa Trombetta, Head of Global Investor Relations. Please go ahead.
Melissa Trombetta:
Thank you, Catherine. Good morning everyone. Welcome to Mylan's fourth quarter 2019 earnings and 2020 guidance conference call. Joining me for today's call are Mylan's Chairman, Robert Coury; Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2020 and the proposed transaction pursuant to which Mylan will combine with Pfizer Upjohn business in a Reverse Morris Trust transaction to create a new company that will be named Viatris. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier today as well as our supplemental earning slides, all of which are posted on our website at investor.mylan.com for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's regulation fair disclosure. In addition, we will be referencing to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations to the non-GAAP measures to those GAAP measures are available in our third quarter earnings release and supplemental earning slides as well as on our website. Please note that this call relates to Mylan's fourth quarter and full year 2019 earnings and we will be limited in what we can speak about Q&A regarding Viatris as we will not be speaking about Upjohn business. Let me also remind you that the information discussed during this call, except for the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather Bresch:
Thank you Melisa and good afternoon. I’d like to welcome everyone to what we expect will be the last full year earnings call for Mylan as a standalone company. I'll be covering commentary regarding Mylan's Q4 and full year 2019 performance. Rajiv and Ken will provide additional detail about these results, including an update on pre-integration planning, and we'll end our prepared remarks with commentary from our Chairman, Robert J. Coury. However, before we get to results I’d first like to thank those Mylan employees who may be listening for their continued dedication and commitment to the customers and patients we serve. I would also like to welcome any Upjohn employees listening to the call. I want to take a moment to address the very serious matter of the Corona virus. We've been in close contact with our colleagues around the world regarding recent developments and our following government and health organization recommendation. The health and safety of our teams and their families is our priority, and we're supporting those on the ground where possible. Our business exposure in is limited. However, given the global nature of our supply chain operations and businesses, our results could potentially be impacted. The guidance we disclosed does not include any anticipated impact from Corona virus. However, we will continue monitoring the situation very closely from a business perspective. Moving to our results, 2019 was a strong year for Mylan. In the fourth quarter and full year Mylan’s businesses grew across all segments on a constant currency basis. Similar to last quarter, our business transformation work continues to flow through our P&L. As we've previously shared, our transformation work is focused on unlocking latent value within Mylan's organization and delivering economic profit while maintaining our commitment of providing access. We started developing this plan in late 2018 and began implementation in earnest late last year. In the fourth quarter, for example, we identified opportunities to further refine our SG&A and R&D spend, focusing on products that are promotionally responsive as well as higher value portfolio investments. Looking at our full year results, Mylan delivered $11.5 billion in revenue, $1 billion on new product launches and $2.1 billion on adjusted free cash flow. And exceeded our adjusted EPS guidance by $0.12 at the midpoint. These results highlight the durability and stability of the business we’ve created, as well as our ability to withstand negative trends impacting the industry. They also reinforce the strength of our diverse portfolio, geographic reach and global commercial and operational scale, powerful levers that will live on through Viatris. Looking ahead to the full year of 2020, today we also announced guidance ranges for total revenues of $11.5 billion 12.5 billion and adjusted EBITDA of $3.2 billion to $3.9 billion. Although we widen the ranges to take into consideration certain factors. The midpoint of our guidance is in line with what we previously disclosed for 2020 in conjunction with the Upjohn transaction. Additionally, as we have previously stated on a go forward basis, we believe adjusted EBITDA to be the best measure of our company's underlying operational results and true business performance. We're extremely proud of the efforts of our global workforce that enable us to sustain consistent business performance and profitability across all of our segments. While we continue to see unprecedented change in our industry, we believe we are setting a solid foundation to help position Viatris for a strong future. I'll now turn the call over to Rajiv.
Rajiv Malik:
Thank you, Heather. And good afternoon everyone. To begin, I would like to take a moment to thank my Mylan colleagues for a strong 2019 performance. As Heather mentioned, this call has a unique [indiscernible] as it represents the last time we expect to report our full year results or Mylan as a standalone company. I'm extremely proud of all that we have accomplished together to build a strong global business we have today. It's because of the hard work of our employees that Mylan is well positioned to combine with Upjohn and start a new course as Viatris. I would also like to welcome my Upjohn colleagues who are listening to today's call. I could not be more excited about the opportunities that lie ahead and the meaningful role we Viatris to play in the future of health care. Our unparallel global reach and supply network will enable us to deliver high quality medicines to more patients all around the world. And we will also leverage our platform for development partners to have ready access to expanded markets to our new and unique global healthcare gateway. Day one is quickly approaching, and I'm pleased to report that we remain on track to close in mid-2020. While Pfizer and Upjohn have been working together to ensure that Upjohn is separated as planned Mylan has been partnering with Pfizer and Upjohn on integration planning with a focus on business continuity for both organizations. To build up on Heather’s comments regarding business transformation, it’s important to understand that our 2020 guidance takes into consideration the company applying an economic profitability lens to how we invest every dollar across the business. Our transformation program is about utilizing a highly disciplined approach to drive strong returns on our investments across all of our businesses. We are also looking at our manufacturing network to further optimize the equation of demand, required capacity and efficiency. This program gives us the right mindset and approach to manage the increasingly volatile and dynamic nature of our business. Turning to 2019 total revenues, we delivered $11.5 billion representing 3% growth on a constant currency basis. These results reflect solid underlying business performance, driven by existing products that generated double-digit growth including Creon, Influvac, Dona, Amitiza and Glatiramer Acetate 40 milligram. We also achieved our target of $1 billion in new product launches, driven by Wixela, Fulphila, and several other new products. Our North America business had total net sales of approximately $4.2 billion, which is a 2% increase from the prior year. The increase was driven by $800 million in new product launches, which were partially offset by lower volume, including business transformation related product rationalization and to a lesser extent, price erosion in our commodity genetics portfolio. In Europe, our net sales totaled approximately $4 billion, representing 2% growth on a constant currency basis. Our key brands such as Creon, DYMISTA and Influvac drove this strong performance. In our Rest of World segment, net sales totaled approximately $3.2 billion, representing an 8% growth on a constant currency basis. This increase was primarily the result of new product launches and increased volumes across the region, including key markets like Japan, Australia, and China. As we look ahead to 2020, we continue to see growth being driven by the complex products, global key brands and biosimilars, which will help offset continued complicated pressures on our commoditized genetics portfolio. Overall, we expect another strong year with approximately $600 million in revenue from new product launches, which will help us offset expected mid single-digit year-over-year price erosion. Let me now walk you through projected year-over-year net sales growth across our three business segments. In our North America business, we expect low single-digit growth, largely driven by YUPELRI, Wixela, Glatiramer Acetate, Fulphila as well as, Ogivri. We are also looking forward to the launch of several new products including the midyear launch of insulin glargine. We expect our Europe business to grow mid to high single-digits. This is largely driven by our key brands such as Creon, Influvac, Amitiza and Brufen. We also continue to see opportunities to expand our biosimilars portfolio, which today includes Ogivri, Hulio as well Fulphila. Moving to the Rest of the World, we expect to grow mid single-digit primarily driven by key brands and biosimilars growth in certain expansion and emerging markets. These drivers will be partially upset by government price starts in Japan and Australia, as well as standards around ARVs. I would now like to share some key pipeline updates. Beginning with insulin glargine, as you know, we have been steadfast in our efforts to bring to the market a more affordable insulin for the millions of people living with diabetes around the world. and opiates Sanofi’s formulation patents have been found to be invalid. This was a form on a P. Sanofi has also sued us on one device patent that we have challenged in an IPR proceedings and it's before the district court. We expect a decision and the IPR proceedings by second quarter and we are awaiting the trial judge to see them. Last week, FDA completed its pre-approval inspection of Biocon's insulin manufacturing facility in Malaysia and issued a Form-083 three observations. Biocon is responding to FDA and are confident in their ability to fully address the observations. We do not believe that the inspection in any way impacts our commercialization plans of insulin glargine in USA. Also our biosimilar to Avastin has been accepted for filing and is under review with FDA. Our user fee goal date is December 27 this year. We also submitted our European application and it's currently in the validation stage with the authorities. Lastly, regarding aspart, we remain on track for our U.S. submission in the next quarter. And EYLEA remains on the track for submission in early 2021. As I mentioned, earlier this year, we initiated work on two new brand opportunities. Starting with MR-107A01, which is being developed as a safe and effective, non-narcotic oral analgesic for the management of moderate to severe pain. The drugs novel formulation is being designed to potentially provide an alternative to opioids and a Phase 2 clinical study is being initiated this year. The other product where we initiated [indiscernible] is known as MR-106A01, it's a novel synthetic antimicrobial peptide that's being developed as a topical product for treatment of wounds including burn wounds. Early clinical studies have demonstrated promising efficacy and safety in the treatment of patients with partial thickness burn wounds. We are preparing to initiate further clinical development this year. Finally, we are pleased to update that the pivotal Phase 3 clinical study of Glatiramer Acetate once a month, was started in October, 2019. This study is assessing the efficacy, safety, tolerability of Glatiramer Acetate administered once a month in the treatment of relapsing, remitting multiple sclerosis. To-date, the study has been initiated in 19 sites and is actively enrolling patients. We look forward to keeping you informed of these development programs. And with that, I’ll turn the call over to Ken.
Ken Parks:
Thanks Rajiv and good afternoon everyone. I'll take a few minutes to provide an overview of our financial results for the fourth quarter, as well as the full year 2019. Fourth quarter 2019 total revenues of $3.2 billion were 4% higher than the prior year and in line with our expectations. Excluding the negative impact of foreign exchange, constant currency total revenues grew 5%, with growth in all three segments. Rest of World net sales grew 9% followed by Europe and North America, which were up 5% and 3% respectively. The increase was primarily driven by new product sales, including Wixela, partially offset by a decrease in net sales from existing products mainly due to lower pricing across the regions. From a segment profitability standpoint, North America declined 5% in the quarter, excluding costs associated with the Morgantown restructuring and remediation program. This decline reflects contributions from new product sales, partially offset by impacts from lower pricing and volumes on existing products due to changes in the competitive environment. In addition to inventory write-offs related to certain product discontinuations. Europe segment profitability expanded 4% in the quarter, reflecting the favorable impact of new product sales and higher volumes of existing products, along with the favorable comparison from lower restructuring costs in the quarter. Rest of World segment profitability also expanded 4% in the quarter, as a result of the favorable impact of new product sales and higher volumes of existing products. These favorable impacts were partially mitigated by lower gross profit on ARV sales, resulting from higher API input costs. For the quarter, we reported adjusted net earnings of $721 million and adjusted EPS of $1.40, which were both above our internal expectations. The year-over-year increase of 8% and adjusted EPS reflects strong segment performance and to a lesser extent, lower interest expense and a lower effective tax rate partially offset by the unfavorable impacts from foreign exchange. Now for the full year, total revenues of $11.5 billion were 1% higher than the prior year, excluding the negative impact of foreign exchange. Constant currency total revenues grew 3%, with all three segments delivering year-over-year growth. Consistent with our expectations, new product sales for the year were approximately $1 billion with approximately $800 million coming from North America and the remaining amount was balanced between Europe and the Rest of World. This growth was partially mitigated by the decrease in net sales from existing products as a result of lower pricing and volumes. For 2019, our adjusted gross margins were approximately 53% compared to 54% in the prior year. Year-over-year, lower gross profit from sales of existing products was essentially offset by gross margins on new product introductions. Moving on to full year segment profitability, excluding costs associated with the Morgantown restructuring and remediation program, North America adjusted segment profitability expanded 3% in the year. This growth reflects contributions from new product sales, partially offset by impacts from lower volumes and to a lesser extent, pricing on existing products, as well as inventory write-offs related to product discontinuations and higher investments in SG&A. Primarily due to unfavorable impacts from foreign currency translation, Europe segment profitability declined 6% and rest of world declined 5%. In addition, both segments reflect the anticipated higher investments in selling and marketing costs and rest of world segment profitability was further impacted by lower gross profit on ARV sales, resulting from the higher API input costs. Full year adjusted R&D of $516 million was down 9% compared to 2018, due to the reprioritization of global programs. In 2019, adjusted SG&A increased 4% compared to the full year 2018, reflecting the expected incremental investments in selling and marketing. In addition, the prior year included the favorable impact of reversing certain performance based incentive accruals. These increases in costs were partially offset by benefits from restructuring activities, as well as business transformation initiatives. We reported adjusted net earnings of $2.28 billion and adjusted EPS of $4.42 for the full year, which was above the high end of our most recent guidance. Excluding the unfavorable impacts from foreign exchange, full year adjusted EPS was flat to 2018. Adjusted free cash flow for the year was exactly in line with our expectations at $2.1 billion, including the planned investment of more than $600 million in networking capital that was required to support the approximately $1 billion of new product launches that we've talked about. Ongoing working capital velocity initiatives and lower capital expenditures, partially offset these investments. During 2019, we delivered on our commitment to repay $1.1 billion of debt, bringing our debt to adjusted EBITDA leverage ratio down to 3.6 times at the end of the fourth quarter, which is in compliance with our covenant requirements and reflects our continuing commitment to our investment grade credit rating. Now moving onto 2020, at a high level for Mylan's standalone, we expect total revenues to be in the range of $11.5 billion to $12.5 billion, which represents an increase of 4% at the mid-point versus full year 2019. As Heather mentioned, going forward, we're no longer providing adjusted EPS guidance, as we believe adjusted EBITDA better reflects how we manage and measure the performance of the business. We expect full year adjusted EBITDA to be in the range of $3.2 billion to $3.9 billion. It's important to note that there are no material changes in our underlying Mylan's standalone business assumptions compared to the Mylan financial targets that were provided in July 2019, when we announced the Upjohn transaction. Our current expectations do reflect the impact of foreign exchange headwinds experienced as we move through 2019, which resulted in the $250 million reduction in the revenue midpoint and the $50 million reduction in the EBITDA midpoint. A schedule reconciling these numbers is included in the press release. As you heard from Rajiv and our top line outlook, we expect positive volume growth along with the contributions from new product launches to more than offset competitive market dynamics. Moving to adjusted EBITDA, we're expecting a positive contribution from sales growth, driven by volume from existing products and new product launches partially offset by pricing, in addition to higher SG&A spending to support those top line expectations and higher R&D investments to focus on our complex product pipeline, which will support the long-term health of our business. Moving to capital deployment, on a standalone basis, our priority remains deleveraging. We intend to repay approximately $1 billion of debt in 2020 on consistent adjusted free cash flow generation. We remain fully committed to our investment grade credit rating and to further reducing leverage as we work towards our standalone long-term average debt to adjusted EBITDA leverage ratio target of approximately 3.0 times. Finally, we anticipate lower interest expense, reflecting the $1.1 billion of debt repayments we made in 2019, as well as the incremental debt repayments we expect to make in 2020. In addition, we expect our adjusted effective tax rate to be between 18% and 19% and we expect the diluted share count of between 516 million and 520 million shares. Before I close, a quick comment on calendarization as you think about modeling the year. We expect total revenues and adjusted EBITDA quarterly phasing to be very consistent with 2019, with Q1 being the lowest quarter and sequentially increasing as we move through the year. First quarter 2019 adjusted EBITDA represented approximately 20% of full year adjusted EBITDA. We expect the same in 2020. In addition, we expect adjusted SG&A as a percentage of revenue for the first half of 2020 to be slightly higher than the second half, due primarily to the calendarization of revenues. Similar to 2019, first quarter 2020 adjusted free cash flow is anticipated to be the lightest quarter of the year, as we invest in the working capital required to support new product launches. But as Rajiv noted, new product launch revenues in 2020 are expected to be approximately $600 million or $400 million lower than 2019. Therefore, we expect a lower front end networking capital investment, which will ultimately put less pressure on first quarter free cash flow. With that, I'd like to turn the call over to Mylan's Chairman, Robert Coury. Rob?
Robert Coury:
Thank you, Ken. Good afternoon, everyone. To echo the comments of our management team, I too would like to personally thank our dedicated Mylan colleagues for their continued outstanding execution and commitment. And so once again, welcome the Upjohn colleagues as well, who will be partnering with us as we transition into Viatris in the near future. I would also like to share how much our hearts go out to those impacted in China and across the world, in light of the current coronavirus situation. We will continue to do all that we can do to help mitigate the serious health issue. As for the potential company impact and as Heather has mentioned, we like others are closely monitoring the situation. Though, it is too early to predict any commercial impact to our operations around the globe. I’m pleased to share that we have already achieved numerous milestones on our path to create Viatris, the combination of Mylan and Upjohn, a new champion for global health. As you saw this morning in our press release, we have now announced the remaining members of the Viatris board of directors with these appointments at the Viatris board level, we have assembled a world-class board of directors with extensive experience, knowledge and strategic vision to help guide the company and to unlock greater shareholder value. In addition, this morning, we announced Upjohn's CFO, Sanjeev Narula, who will become Viatris’ CFO and will join Michael and Rajiv on the management team. Sanjeev brings exactly the right profile given where the new company will be in its first business lifecycle upon closing. I've had the privilege to spend a great deal of time directly with Sanjeev over the past several months. His strength and operations and his understanding of the pharmaceutical industry as well as the Upjohn will prove to be invaluable. His deep-rooted experience at Pfizer, which includes significant accomplishments in the process optimization and automation, capital allocation, internal and external reporting makes him the right fit to help ensure Viatris’ delivers on its opportunities and commitment to creating shareholder value. Additionally, his significant knowledge of Pfizer and Upjohn will be extremely instrumental as we continue to integrate our two companies and manage the numerous business critical transition service agreements we will have with Pfizer in the early years of Viatris. We are fortunate to add him to the seasoned management team. In other milestones, we have received regulatory approvals in certain key regions, including approval from the state administration for market regulation in China and we recently set the extraordinary general meeting of our shareholders to be held on April 27. In short, we continue to progress every day and remain on track to close the transaction in mid-2020. Our goal remains to build a new and even more robust in integrated global healthcare platform. One that will be balanced between returning capital to shareholders and investing more in innovative segments of the industry’s value chain, while maintaining our core commitment to improve patient access to medicines around the world. With this, as our focus and together with strong and consistent execution and delivering results, I continue to be very excited about the incredible value creation opportunity we expect for shareholders as a result of this combination. To be clear, Viatris will not be a Mylan 2.0. This is Viatris 1.0, which will benefit from the many additional opportunities, not present within either Mylan or Upjohn on a standalone basis. As we continue to progress towards closing and the years beyond, I have been well aware of all of your continued interest in receiving more clarity on what are the – what actually is the starting baseline financial targets for Viatris’ first full year of operations in 2021. As I shared in the last quarter conference call and at the JPMorgan Conference, I believe I have been very consistent and my focus for Viatris in 2021, its first full year of operations. We expect that the formal guidance will be delivered to you by Viatris’ new management team, led by Michael, Rajiv and Sanjeev at the closed and at the appropriate time after the transaction closes. You can expect that the management team will of course, be taken into consideration all the known as well as potentially anticipated headwinds, whether it’s the changes in China’s healthcare system, which some are calling the China reset, the upcoming Lyrica and Celebrex, loss of exclusivity in Japan and any other what-ifs at that time. Simply put, we should expect that the Viatris management team to deliver a 2021 baseline representing a trough year, from which the company can grow from. Looking ahead beyond that, Viatris will be creating a new global and unique global healthcare gateway, which will offer many other biotech and spec pharma companies, ready access to markets around the globe by leveraging our true one-of-a-kind global infrastructure, making Viatris the true partner of choice for players often facing challenges and utilizing multiple, local or regional partners. We envisioned Viatris’ unique global healthcare gateway department to leverage our already existing enhanced scientific successes to-date with our own research and development capabilities, as well as those future opportunities we expect to realize from the Viatris’ global healthcare gateway partnering opportunities to more rapidly broaden our own product portfolio and future pipeline including new business models, so once again, give the street confidence and Viatris’ ability to grow. These are just a few of the additional growth opportunities not present within again, either Mylan or Upjohn on a standalone basis. I would like to conclude by sharing what I mentioned at the JPMorgan Conference last month. We believe that Viatris with its new and unique profile, we’ll be recognized for being at the forefront of establishing a new kind of global pharmaceutical player, designed for where the healthcare industry is going, not where it has been. And I’m extremely excited about the opportunities to have for the company and the value opportunities to Viatris, can’t create for its patients, employees, customers, shareholders and all stakeholders. With that, I will now turn the call over to the operator to start the Q&A session. Thank you.
Operator:
[Operator Instructions] Your first question comes from the line of Chris Schott with JPMorgan.
Chris Schott:
Hey, guys. thanks for the questions here. Just maybe, a two-part one here; first, on the 2020 EBITDA guidance for Mylan standalone, just a little bit more color in terms of why we’re seeing a wire range to that EBITDA guidance. Is there less visibility on the business than there was a few months ago or maybe, just give us a little bit more color on what the swing factors are that could leave us at either the high-end or low-end of that range? And then a second question, Robert, you talked about 2021 being kind of a trough year for the company and baseline to grow off of. When you think about that comment, is that referring to EBITDA, is that referring to sales, or is that referring to both sales and EBITDA, just trying to get a sense of, as we think about that year – when you define trough, what are we thinking about there? Thanks so much.
Ken Parks:
Yes. So, Chris, thanks for the question. EBITDA range, so we clearly provided a set of numbers in July that had a midpoint on the EBITDA of about $3.6 billion. We moved through our second half of the year that our full budget analysis we are – we have made no changes to that midpoint other than the impact of FX, but as you would expect to when we start a year in a very dynamic industry that has a lot of moving parts. We start the year like we did last year with a wider range that we fully intend to narrow around that midpoint just as we did in 2019. So, there’s no subtle message or inherent message about widening the range. Other than that, we’re starting the year when we fully anticipate, to keep that number that we showed you as the midpoint right in our focus.
Robert Coury:
And Chris, thanks for the question. I would say that I’m mainly talking about revenue and EBITDA. Yes, certainly focusing on the maintaining of the high EBITDA margins that we have. We’re going to spend an awful lot of time and I’m very, very anxious to get to this close, so that management really has the opportunity to not just look at 2021, but look actually beyond that to ensure that 2021 truly is the trough year. You only have one time to reset. This is our opportunity to reset. And we, at the board level, want to absolutely make sure that management’s starting point has the best chance, not just to meet, but even to exceed. So that will be the focus that we have. And management, as I said, will come forth at the proper time to actually give you the actual guidance.
Operator:
Your next question comes from the line of Randall Stanicky with RBC Capital Markets.
Randall Stanicky:
Sounds great. Thank you. Rob, given that 2021 is a trough year, there’s been a lot of focus from investors around what Viatris is going to be able to grow at off of that trough year. We know the Mylan business, it’s backed by pipeline. We understand that. As you think about the Upjohn and the branded business going forward, how do we think about that growth? I mean, obviously, there’s some geographic opportunity, there’s some beat business development. Can you just touch on, are you going to build out a branded R&D capability and how should we think about you investing behind that part of the business and how do we think about that growth off 2021? Thanks.
Robert Coury:
Thanks, Randall. And I really think directionally, you have been doing a really good job in TeleGraphit. I think the trajectory of, where Viatris will – where it’ll be situated, when it starts and the opportunities going forward. So, I do appreciate the opportunity for me to embellish. I do think that the – there will be opportunities for revenue, the starting point of revenue. I think that whatever that starting point of revenue is some of you have directionally already picked up that the EBITDA, we have many levers to, I think, maintain a strong EBITDA base. I – we do intend on resetting the revenue base, and I do believe that there will be an opportunity to grow. I expect that management, I would like at the very minimum for them to be able to provide a three to five-year CAGR both on top-line and on EBITDA. And I think that we’ll be able to deliver that in terms of what the trough year is over the three to five-year timeframe. And then I do believe again, something, I think you’ve been at front, this creation of this new global healthcare gateway, I have to tell you, this has been in the works since 2016 for us. And the only reason why we didn’t announce this before, I mean obviously, if you saw what we were tied up with in 2016 with the whole EpiPen situation. And I think the street really, really missed the opportunity in 2018, because we were drownded out by all the noise, but it was the best year of science in Mylan’s almost 60-year history. And as you can see, not only did we continue – not only did we build the robust pipeline, but even some of the commentary that Rajiv made today, the three opportunities that we have in our pipeline. The reason why we couldn’t fit – you actually announced the global healthcare gateway that’s been underway since 2016 is because without the Upjohn business and without really having critical mass in China, you really can’t make that claim. We were simply dabbling in China, but Upjohn gave us the critical mass. So, we will be building out an official department that’ll actually be in charge. It’ll be – that department will be led by the new CEO, Michael Goettler. He will be driving that global healthcare gateway and I believe that all future capital allocation and all the disciplines that need to be around future capital allocations will be within that global healthcare gateway. You can fully expect that our internal R&D business development will be in very, very much competition of capital going forward against continuing debt repayment or share buyback or any other opportunities that we would have. But I do think that we have a number of levers and I’m really excited once we get to close this and really, establish to the department of global healthcare gateway, I do think that we will be recognized as partner of choice and represent a real unique opportunity to bring ready access to other spec pharma companies to bring their products around the globe.
Operator:
Your next question comes from the line of Umer Raffat with Evercore.
Umer Raffat:
Hi, thanks so much for taking my question. Robert, I know the word trough for 2021’s come up a few times. As I think through the possible levers on top-line into next year, it’s not very hard to get to a top-line number for the pro forma company that might be around $18 billion or so. So, am I on the wrong track there? And also if we were to end up in a scenario like that, do you think the cost levers can help you deliver the same EBITDA as you initially announced at the time of the transaction. Thank you very much.
Robert Coury:
Well, I want to be careful Umer, because I also think you were a leader out in front, doing a lot of work, extensive work. I think you are directionally, absolutely. I think you’ve been probably directionally most correct quite frankly. And again, I don’t – it’s not that I’m given guidance here. I do think that there’ll be adjustments on both revenue and EBITDA, but less on EBITDA, because of what you said, because of the – let’s not forget the billion dollars of synergies. Let’s not forget about the transformational work that’s being done. Let’s not forget about some of the other opportunities that we see and we’re currently even – I know Michael and Sanjeev were doing work on their side, trying to identify some of the transformational opportunities even within Upjohn. So, I think that you’re not actually off track. I think you’ve been kind of spot on. And I think that’s the way others directionally should be looking at it. I think you, Randall, Chris, there’s been several analysts that I think have now been trying to understand 2021, and I want to make sure it’s a trough year. That’s why I think we need to go out to 2022 and we don’t want to say it’s a trough year and then set the numbers in a way, where there’s an another step down. We’ve seen others do that in the sector and we saw the punishment that they had to pay as a result of it. So again, you only get one time to reset. I want to bring as much clarity as we can or have management bring as much clarity as they can and at the proper time, when they give the guidance, I’m sure there’ll be a lot of discussion with the new reset of 2021 will mean and the growth opportunity from there going forward.
Operator:
Your next question comes from the line of Greg Gilbert with SunTrust.
Greg Gilbert:
Yes. thanks. Ken, I was hoping you could comment on free cash flow outlook for 2020 and whether or not it includes any benefits from the new restructuring program and then I was hoping and Rajiv, I could ask you about biosimilars. What have you learned in recent times about what happens to net price in the biosimilars space as additional entrance launch as compared to what has occurred in the past with the small molecules and how would you characterize your early biosimilars pipeline? Are you working on products that for which markets won’t form for biosimilars until five or 10 years from now? Maybe, some color just on how early you’re going in terms of playing offense on biosimilars. Thanks.
Ken Parks:
So, Greg, I’ll start with the free cash flow question. In the prepared comments, as we talked about 2020 while we’re giving you guidance on EBITDA specifically, I also specifically mentioned, and it’s worth reiterating that we think that 2020 free cash flow will be relatively consistent with what you saw and what we experienced and generated in 2019. Many of the drivers within that are, we’re starting to see some of the benefits from the transformation initiatives, but I would also point out just like we pointed it out for 2019 as well as 2018 that we continue to work on working capital velocity improvement initiatives. We’ve reduced our day’s working capital by probably six or seven days over the last couple of years. Each day is about $40 million at Mylan. And so you can imagine each day that we’re able to organize the business around reducing that working capital requirement gives us another dollar, or in this case, $40 million per day to invest in the business and redeploy the capital appropriately. So, the simple answer is effectively the same cash generation in 2020 supporting the new product, new product launches, but always focusing heavily on working capital improvements.
Rajiv Malik:
So, Greg, I’m going to give you a little bit about the pipeline of biosimilars and Tony will embellish youon the market dynamics with me. Biosimilars will continue to be one of the road travelers as we go along and transition into Viatris. So now, you are aware of our existing pipeline, whether it’s EYLEA or at Spark, as follow-on to insulin. You are aware of our finding and use – our goal date out of December 27 for Avastin. But beyond that, we are looking; we also have for Europe rituximab and Enbrel biosimilars, which will be most likely getting to the market in this year. and further to that, if you recall, we had our partnership with Momenta, which was midway dissolved, but there are molecules like Orencia, Prolia and Stelara. We have some of – those programs are in very early stage, but we also extended our Biocon relationship to include Perjeta as well as Toujeo. And we – you can – we rest assure we continue to look far more opportunities around this and share with you as we go along. Tony?
Tony Mauro:
Thanks, Rajiv and Greg, maybe, just touching upon your question around biosimilars and that pricing. I would say each market has their own unique capabilities. Certainly, there’s markets that are focused on tenders, others that require physician generated demand. It really comes down to the cost to develop the services required from a patient perspective and the hybrid approach from physician detailing to working with hospitals and pharmacies that really generate, I think that best mix and I’m very excited about the biosimilars we have in our portfolio today and certainly, the pipeline that we’ve outlined for the future as well.
Operator:
Your next question comes from the line of Jason Gerberry with BoA.
Jason Gerberry:
Hi, thanks for taking my questions. So, I was hoping you can comment on your supply chain and contingency measures in the event, I guess, because the coronavirus leads to production, I guess slowdowns in China. So, what proportion of your API and key starting materials are sourced from China? If you think about issues that could emerge if there is a prolonged work impact there, is it more about rise of API costs that you get hurt by or is it potentially your contracts with distributors where there could be failure to supply penalties or do those contracts give you some flexibility in crisis situations like such? Thanks.
Heather Bresch:
Thanks, Jason. I’ll just start off. obviously, as I think the impact of this virus is changing by the day. I mean our first and foremost consideration right now is just the toll on human life and having a global workforce as we do. We’re trying to take any precautions and as I said in my script, follow the World Health Organization’s recommendation. So, kind of first and foremost, given where we are at this moment and what we know that’s been where our emphasis has been. But as we said, we’re certainly watching and monitoring the business aspects of such. And so Rajiv, do you want to?
Rajiv Malik:
Look, from supply chain point of view, I think the whole industry is in one way or other way connected with China, but you would expect us to be much better place, because of our backward integration and very diversified supply chain, when I say diversified, let’s look into our top 20, 25 products, which we are not relying on China at all. But when it comes to our API, we have not only backward integration, but we have also some alternative arrangements. But we can't say – I think if I look forward, I don't see any impact in the very near future. But if this situation persists and continues for another few months, there can be impact. More I'm concerned from a drug shortage point of view, not much from the pricing point of view.
Robert Coury:
I think the only thing I would add, Jason, this is Rob, is I don't think, because I've read some reports where some analysts may think this affects certain companies more than others. I have to tell you, in our industry, I don't believe that's the case, because – because we do both API and because we do rely on intermediates, all API, all API producers rely on intermediates. All in a lot – I mean, I think it's well-known that most of the intermediates do come from China. So all API suppliers are going to be affected, not just Mylan. We've been fortunate to vertically integrate and have a lot of our own API. But we still need to get the intermediates. And even some of the API that we have, we may sell some to third party. We buy some from third party. So because the entire spec and generic industry is kind of, sort of connected, so to speak, when it comes to the API of intermediates, I think whatever impact there is going to be – it's going to be a broad impact and not particularly any one company or the other.
Operator:
Your next question comes from the line of Ronny Gal with Bernstein.
Ronny Gal:
Congratulations on the fine quarter, and thank you for the time taking the question. I'd like to, if you don't mind, try to stick two here. One of them, you've mentioned the intermediates for manufacturing. And you also mentioned that you had an increase in factor costs going into your HIV products. I was wondering if you can tell us more broadly? Are we seeing an intermediate price increase? Will this impact the generic industry in 2020 given at least concerns about product shortage? Are you factoring that in? Is that one of the arguments for broadening the range of EBITDA? And second, on biosimilars. Rajiv, if I look at the biosimilar adoptions of late engine products, they actually look quite low for all the companies that enter kind of like second wave. You have a couple of products which are entering second wave or supply coming online after the market have already formed. Is your impression that in the biosimilar markets, you can catch up? Or are we really in a market, which is somewhat similar to the generic market in years back? The earlier players are inherently going to capture the vast majority of the profit pool.
Rajiv Malik:
Okay. So let me just start with, I think, the first API question, the intermediate question. I don't believe, at this point of sale, we can – we see any more inflation from the pricing point of view, that there will be, at this point of sale, and I'm going to say that when Robert talked about intermediate. We were fortunate to backward integrate to a lot of extent, even from our intermediate. So over the last three, four years, looking into the volatility of supply from China we focused on delisting their supply and create alternatives. So even kind of – what I will tell you, still a couple of intermediates, we’re still relying heavily in China. But so far, we are not seeing issue from the pricing point of view. We are seeing logistical issues. We're not seeing a disruption from them not being able to produce. So putting that sorry, you want to go?
Tony Mauro:
I think, Rajiv, the only thing I would add, Ronny, I would like to tell you that before this whole coronavirus situation, we have experienced significant increases in some of our API costs last year. And actually, quite frankly, probably within the last 1.5 years to two years. So we have already experienced price increases. As Rajiv mentioned, I think there should be a bigger concern on shortages rather than pricing.
Rajiv Malik:
Yes. And so I think we are – first of all, from a supply point of view, our major concern is, from supply point of view that when we reach that point, when there might be a disruption. But we are still, amongst all other players, we are still much better backward integrated and have our own other options. Now coming to the biosimilars, you're right. But here I would like Tony to add up if he wants to add up anything. I don't think that if you are not in the first or second – first wave, it should be an issue. And you saw, a good example is on Fulphila, where we had some supply constraints. We launched ahead and you [indiscernible] caught up pretty well. So – and now, and but it does take time just by the – because of the unique nature of this business and the channel. So we are very optimistic that once we have – 2019 was a year for us to fix the portfolio from a supply perspective, which we had fixed now. And now we'll go and fix our – get the customers or market share which we need. Tony?
Tony Mauro:
Yes, maybe just to add quickly. I think, once again, depending on the market, certainly, the tender market, you have equal opportunity to compete regardless of the wave. And in markets like the U.S., in particular, in the oncology space, there are reimbursement mechanisms that actually can help the new entrant to the market. So I think as Rajiv outlined, 2019 was a year about very focused, very surgical approach to these customers. 2020 is a year of expansion in our business, in these products in all these markets. So I do think you have an opportunity to play no matter where you're at.
Operator:
Your next question comes from the line of David Risinger with Morgan Stanley.
David Risinger:
Yes. Thank you very much. So I just wanted to ask a high-level question first, Robert, about the evolution of generic markets in Europe and emerging markets in Asia. So over time, it seems like generics evolve from branded to then branded generic and then ultimately, generic. Could you speak to how you see Mylan's opportunity to capitalize on that trend longer-term, given the footprint that Upjohn has, particularly in emerging markets in Asia? And then second, just a very minor question, which is management had talked about the opportunity to move biosimilar BOTOX forward. I think that the comment was on the third quarter call that if you move it forward, it could be something that you could commercialize by 2025. Could you just give us an update on your development plans there? Thank you.
Tony Mauro:
Why don't you take BOTOX first, and then I'll hit the second one.
Rajiv Malik:
So, David, thank you. For BOTOX, if you recall, we had told you that we had a meeting with the FDA last year, which you confirmed a biosimilar pathway to be a viable pathway. And we have data – we have a deadline of April 30 to basically extend our relationship with everyone. Even today, we are working with them very closely to evaluate some more data so that we can be very sure that we have a viable product. If that – if we go ahead, yes, we'll be able to launch it before 2025.
Robert Coury:
And David, I think you actually have a really good question at a high level. And I think you're spot on in the natural progression, especially started in Europe, where you had brand, which they call ethical drugs and then brand generic and then generic. But what I – and so we've discovered this and have been operating in that environment, with all three. And of course, we also discover the importance of OTC, which we added that on. Because each one of these markets, David, are actually driven by a different priority scheme. Some markets are actually driven by generics. Some markets are actually still driven by brand, and most markets accept brand generics. And believe it or not, OTC has its advantages just because of the relationship that the OTC rep has with pharmacies, it’s a little bit different than when you're regulated both either in the brand or the generics. So I will tell you in Europe, there is actually still quite a bit of, especially central and Eastern Europe. I wouldn't say that generics has taken the kind of hold yet that we believe that it will eventually take. But it's that learning that we have and what we've lived in Europe and where I think you're insightful is that when you think about what Upjohn's bringing to the table, they have yet to experience, quite frankly, what it's like to go from a brand – maybe brand generics, but certainly not generic. So I think the skill set that we're going to be bringing them to the emerging market opportunities that we have, I think that will be one of the upside synergy values that I expect that we're going to gain when we bring the two organizations together. Rajiv, do you want to add something?
Rajiv Malik:
Especially from a margin markets point of view, most of the emerging markets are branded generics market are not generic generics markets. And that's where the infrastructure Upjohn will further get us in these markets will help us get more market share and critical mass in these markets. What Upjohn doesn’t bring is what Mylan will provide is the portfolio. We already have significant portfolio and a pipeline, which can be dropped in this market and Upjohn will provide us that extended sales force and commercial infrastructure.
Robert Coury:
But I think – I think, Rajiv also, it should be noted. There is – honestly, there is a real different skill set between a brand rep and a generic rep and I have to tell you, one the brand rep it's just a different mindset; that generic rep a little bit more scrappy, quick on her feet, dealing with a very volatile, highly competitive environment. It's really the mixture of both of them dependent upon what markets we're operating in that we intend on pulling the strength from both. And as Rajiv mentioned we're really looking forward to the skill set of the Upjohn reps in some of those markets that we just didn't have presence. And if we had to build that presence, it would've taken us time and that's what I meant by the Upjohn transaction never changed the trajectory of our strategy, it’s simply accelerated it at least by three to five years.
Heather Bresch:
Operator?
Operator:
Your last question comes from the line of Elliot Wilbur with Raymond James.
Elliot Wilbur:
Thanks. Good afternoon. Just switching gears and going back to performance expectations for the Mylan stand-alone business. Just wondering if you could provide a little bit of color/commentary on expected margin trends in each of your reportable segments, North America, Europe, rest of world, I would presume that given you're expecting top line growth in each of those should be reasonable to assume margin expansion as well on a segment basis, but not certain of that necessarily in the North American segment. I guess given the importance of some of the partnered products to new product revenue expectations in 2020. So just maybe a little bit of commentary on expected margin performance in each of those segments? Thank you.
Ken Parks:
Sure. Elli, thanks for the question. Look, I think I'll start this also and take you back to the fact that you'll see in the press release that we've included some discussion that's not in any way intended to be new discussion. But for the last 12 months to 18 months we've been talking about the fact that we're really looking at the right – trying to find the right measure that we can talk to you about that is consistent with how we talk about the business internally. And that's why we're moving to an EBITDA measure and it gives you some of the background for that. In doing so what I also want to point out is that comes out a lot of the transformation work that we've been doing over the last year plus, and when I give you a little bit of color about that transformation work, it will help you to understand why we're maybe not giving as much specificity around gross margins versus SG&A rates, because in that transformation work, we're really looking at economic profit on each one of our products, in all the segments and all the businesses and all the markets around the world. And in doing so, as you can imagine, each product has a different gross margin profile depending on the nature, you just heard the discussion on the previous question around how the product is either marketed or represented or how much support it have to have for it, whether it be from a salesperson or from a tendering process. It may have a different SG&A rate but what we're really trying to look at, as we're trying to look at the bottom line, operating margin, EBITDA profitability on each one of these products. Now that said, I will tell you that we don't anticipate significant movements in our gross margin rate from 2019 to 2020 or significant movements in our SG&A rate from 2019 to 2020. But we want to transition and help you transition to thinking about the business, the way that we think about it which is bottom-line operating profitability on each one of the products that are in our portfolio, because that's how we're making decisions around the business today.
Robert Coury:
Right. Before we close the line I just like to say one thing. A lot of shareholders have been requesting time with Michael and now obviously going to be with Sanjiv, and I can't express, you know, how excited and anxious we are to put Michael and Rajiv and Sanjiv in front of all of you. I would only simply ask for your patience because we are dealing within a highly complex integration. I just like to remind you that Pfizer was right in the midst of separating this business. They were probably only about 25% or 30% into their separation and when Mylan came along. So when you're doing a transaction like this, it's not a typical merger. This is a reverse Moore's trust where you do have three parties here. So there is the amount of work that is being done and why it's taken a little bit longer than maybe a typical transaction, it’s extensive, and I can't even begin to tell you daily, weekly, weekends, the amount of time that people are putting into make sure that we are in a readiness mode from day one. Now with that said I will tell you that if you'll just be patient, we will have Michael, Sanjiv and Rajiv get around to shareholders more for – not for really anything else, but a meet and greet. I would say a get to know I'm anxious to have them meet together with all the analysts, with some of the shareholders. I think that would be a proper, especially even before they come and even give the guidance so that you kind of get to know the individuals. I think we have a really good team. I have to tell you, it's taken some time to really pull together and coalesce this management team. They are tight, they are aligned, I think that they get stronger by the day, by the week and again, I just ask, I want to acknowledge your desire, but I would ask for your patience and we will get around to you as quickly as we possibly can. Thank you.
Operator:
This does conclude today's Mylan fourth quarter and full year 2019 earnings call and webcast. Please disconnect your lines at this time and have a wonderful day.
Operator:
Good morning, my name is Lisa, and I will be your conference operator today. At this time, I would like to welcome everyone to the Mylan Third Quarter 2019 Earnings Conference Call and Webcast. All participants have been placed on mute to prevent any background noise. After the speakers' remark, there will be a question-and-answer session. [Operator Instructions] Thank you. I will now turn the call over to Melissa Trombetta, Head of Global Investor Relations. Please go ahead.
Melissa Trombetta:
Thank you, Lisa. Good morning everyone. Welcome to Mylan's third quarter 2019 earnings conference call. Joining me for today's call are Mylan's Chairman, Robert Coury; Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2019 and the proposed transaction pursuant to which Mylan will combine with Pfizer Inc.'s Upjohn Business in a Reverse Morris Trust transaction. These forward-looking statements are subject to risks and uncertainties that could cause further results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier today, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a further explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our third quarter earnings release and supplemental earnings slides, as well as on our website. Please note that this call released to Mylan's third quarter 2019 earnings and we will be limited in what we can speak about during Q&A regarding the new company, and we will not be speaking about Upjohn Business. Let me also remind you of the information discussed during this call, except for the participant questions is a property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Robert.
Robert Coury:
Thank you, Melissa. Good morning everyone with a special hello and welcome to all my own employees around the world and to the Upjohn employees who will be soon joining forces with us. I would like to provide you with a brief update regarding the proposed combination of Mylan and Pfizer's Upjohn Business, which we announced in July. But before I do, I would like to briefly remind all of our Mylan's stakeholders, some of our Board's rationale for this very powerful strategic and financial transaction. The Mylan has a standalone company. This transaction represents an acceleration and combination of our own long stated goal of building a truly one of a kind global platform, positioned to serve and deliver high quality affordable medications to patients around the world. The transaction will be what I described as Mylan's final legacy transaction. The combination with Upjohn, not only achieves our original goal, but it does so well expanding the geographical reach and scale that Mylan start to create on its own. In that context, it also allows Mylan to accelerate the expansion of its broad product portfolio in future pipeline, particularly in the Asia-Pacific region for example in countries like China. At the same time, we do expect Mylan's existing business to benefit greatly from the significant assets that Upjohn will bring to the new company. In particular, the new company will have the benefit of Upjohn's own high quality iconic brand portfolio. Its own highly talented workforce, needed bench strength and expertise, especially in the emerging growth markets and an enhanced commercial platform. Overall, I am very impressed with the talented and committed to Upjohn team members, whom I've met since the announcement. And I know that the Pfizer and Mylan teams are continuing to work hard to transfer all the requisite commercial and other assets to a standalone Upjohn prior to the combination with Mylan, taking into consideration, these two expected transaction benefits, as we have listened to input from many of our shareholders and other stakeholders overtime. And in light of Mylan's recent strategic review intended to find ways to unlock the unrealized value that we believe still exists in Mylan today. The Mylan Board of Directors decided to take this opportunity to create a new company, Newco. By combining Mylan with Upjohn's business, two highly complementary businesses establishing a truly unique new company profile with no direct pharmaceutical peer set. Newco will represent more than just a new name. Once the transaction closes, Newco will have a new strategy, a new operating model and a further differentiated product portfolio as compared to Mylan today, as well as even a stronger balance sheet with new financial profile that will emphasize a renewed focus on capital returns to shareholders through anticipated dividends and softly purchases. Newco will also be a Delaware company with a shareholder concentric governance model and then expand the new management team comprised of both Mylan and Upjohn executives to support the new operating model going forward. With that said, one thing will never change at Newco, neither from the perspective of Mylan nor Upjohn, and that is our steadfast commitment to provide high quality medicines to patients around the world, while serving Newco's employees, our customers, the communities in which we operate, and Newco truly will create a new champion for global health. We also envision that Newco will be placing much more emphasis and focus on total shareholder return and striving to earn multiple expansions from a market. We believe that once investors have had the opportunity to learn more about the newly created company and its unique profile, its differentiated platform and its ability to deliver sustainable and more predictable results overtime. Investors will eventually afford Newco a rerating in this market multiple relative to Mylan on a standalone basis. This is obviously something that is not going to be automatic, but instead will have to be earned and earned overtime and I assure you Newco will be up for the task. The Mylan Board of Directors set the clear first example, when it signal to investors that is willingness on its own accord to return the Company back to the United States and organize the Company in Delaware. We continue to make good progress on the integration and other regulatory steps to be taken prior to closing. We will also at the appropriate time continue to visit and speak with both the Mylan and Pfizer shareholders over the coming months, as well as sell-side analysts to communicate our commitment to the success of a new company and help them better understand and appreciate the value creation opportunity that can be derived for all stakeholders. Since the announcement, I've been spending a considerable amount of time with both, Michael Goettler, the new company's incoming CEO; and Rajiv Malik, Newco's incoming President, both independently as well as together. To discuss Newco's anticipated key company initiatives, considerations and priorities, I'm very pleased to report that the Mylan Board is very encouraged with their progress and collaboration today. We truly believe that Michael and Rajiv represent the right combination to deliver the real power of what both organizations are bringing to the table. In addition, I've spent time with other executives on both Mylan and Upjohn teams and can already see and feel the power of what those individuals will also be bringing into Newco. I would like to thank our current CEO, Heather Bresch for not only her continued leadership here at Mylan but for also playing a key role and working very closely with Pfizer, Michael and Rajiv to help lead our integration planning efforts for Newco. I would also like to thank Ken Parks for his continued contribution and his efforts for this critical stage of transition. In terms of the new CFO search, things continue to progress well and we fully expect to have one announced before closing. I am excited about Newco's new management team and other future senior executives of Newco who will be playing a significant role in optimizing total shareholder return by demonstrating their ability to execute flawlessly on Newco's new strategic plan, while consistently delivering on their financial objectives. This will be one of the most critical variables, if we are truly to earn the multiple experiences that I discussed above. I would also like to note there since our announcement, I have been on the road with Michael and Rajiv and others as well, to meet with shareholders, in addition to sell-side analysts to not only discuss the transaction, but also what we believe to be a solid roadmap for Newco and its management team to focus on and to execute against. And lastly and before I turn the call over to Heather, to discuss what today's calls really all about, which is Mylan's third quarter and year-to-date performance, I would like to comment on one question we received on the S-4 that was recently filed in connection with the transaction. I would simply like to point out that the internal financial projections in the S-4 are not and should not be used as financial guidance for Newco. The financial guidance for the new company will only be delivered by Newco's management at or around the time of closing, which is still on track to occur in mid 2020. What I can tell you is when Newco's management does provides initial financial guidance and targets to investors, I fully anticipate that you will be given a strong range of revenues, EBITDA, EBITDA margins, and shown significant free cash flow generation and provided other financial metrics that will be very important for shareholders. My expectation is that the guidance they provide will also fully account for all the questions that have been swirling around and the new ones that even may come up, whether it's the VPP in China or Lyrica and the United States, or Lyrica in Japan, et cetera and on and on. The new companies management will fully incorporate their assessment of the potential risk, but even more importantly, the potential upside opportunities known at that time. In closing, I can certainly tell you that everything I have learned on both sides of the equation. Since the announcement has only further confirmed my excitement, my competence, and not only the powerful rationale for this transaction, but the anticipated strength of a combination of these two highly complementary businesses, and the ability of the new companies that deliver real value to shareholders based on our new business model over the long and sustainable future ahead. I will now turn the call over to Heather, but we'd like to emphasize what Melissa mentioned that we will be limited and what we can speak about on the Q&A regarding the new company and we will not be speaking about Upjohn's business. Thank you.
Heather Bresch:
Thank you, Robert. Good morning everyone and thank you again for joining today's call. I would first like to reiterate Robert, the Board and management's continued enthusiasm for the progress we're making on the path for the successful close for the combination of Mylan and Pfizer's Upjohn business. As Robert highlighted, the combination not only makes good financial sense, but also will make a meaningful difference for the patients we serve. Importantly, the deal also has the potential to create opportunity for Mylan and Upjohn colleagues around the world. For those Mylan employees joining us on today's call, thank you for all that you continue to contribute to bring our mission to life each day. I'd also like to welcome any Upjohn colleagues who may be listening in. We look forward to continuing to collaborate with you as we work towards next steps and the successful combination of our two companies. As we prepare for the closing of the Upjohn deal, we are still continuing to focus on the previously announced transformation of Mylan business. You'll recall from previous calls, we view this work as an opportunity to unlock latent value within the organization and instill additional focus on economically profitable performance. We have now begun the execution phase of our transformation. Rajiv will share more detail in his remarks. However, at a high level, we have applied a highly disciplined financial lens to the assets we've integrated and built throughout the Company in order to streamline our portfolio, right size investments and improve the efficiency of our company's operating model. Our approach across the board with business transformation has been very purposeful. Purposeful and how we rationalize operations and purposeful and how we invest. You'll see some of the levers we've been pulling reflected in this quarter's results. However, it's important to note that our meaningful transformation will be a multiyear process. So one quarter cannot be a proxy for the long-term profile of the Company. At a minimum, it would be best to view our results on a year-to-date basis, where you will see that we are aligned with the ranges we provided in the beginning of the year. The strength of our performance highlights our holistic, intentional and focused approach to managing the overall health of the Company for today and the long-term. Today, steps we've taken to rationalize value consuming volume from our global portfolio of products are reflected in the top-line this quarter. Notwithstanding, we grew every region year-over-year on a constant currency basis. And on a year to date basis, we achieved 3% growth in total net sales, with all segments contributing to the positive results on a constant currency basis. Adjusted gross margins were down slightly for the quarter; however, despite ongoing pricing headwinds and changes in the competitive environment this year. We have been able to maintain our target total company adjusted gross margins of over 53% year-to-date. For the balance of 2019, we remain confident the Company's ability to execute and in fact have already achieved the milestones necessary to reach our expected full year results. Year-to-date, we've already launched 800 million and new products and remain on track to have more than a billion for the year including our launch of Ogivri, our biosimilar to Herceptin, which are expect to occurred within the coming weeks. We also see adjusted free cash flow sequentially improving in Q4, resulting from the normal cadence of the business along with realized benefits from targeted working capital initiatives. The strong cash flow generation will help fund the remaining portion of the 1.1 billion of debt pay down we committed to at the beginning of the year. As we close out the year, we will remain extremely focused on execution in order to deliver on our commitments. To that end, we are tightening our guidance within the ranges we provided at the beginning of the year including $11.5 billion to $12 billion in total revenues and 422 for 440 in adjusted EPS, while maintaining our expected adjusted free cash flow range of $1.9 billion to $2.3 billion. With that, I'll turn the call over to Rajiv and Ken for additional detail on the quarter before opening the line for Q&A.
Rajiv Malik:
Thank you, Heather. I would like to echo my excitement about the proposed combination between Mylan and Pfizer's Upjohn business. As we continue to plan for integrating the Company, I look forward to working with Michael and other members of Upjohn management team to ensure our shared success. At the same time, I can assure you that we as Mylan today, have a steadfast dedication to our standalone execution and are highly committed to finishing the year strong. I'm proud of all of our employees who work tirelessly across the world to increase access to the medicine each and every day. I would like to take a moment to thank them for their continued commitment and hard work. I also would like to welcome any Upjohn employees who are on this call. Let me start by providing an overview of our business results by region. Starting with North America, we had high single-digits net sales growth of 8% in comparison due to previous year. The increase was primarily influenced by the strong execution and performance of several key products. Starting with Fulphila, we have been able to accelerate the expansion of manufacturing capacity and are optimistic to operationalize within the very near term. With the entire backfill growth to market going at a high single-digit and only 23% of the total Neulasta market converted to biosimilars, the underlying demand is there and we're confident that we will play a meaningful role as a continued expansion of this market. Next, the launch of our novel once daily LAMA, Yupelri has met our initial expectations and is now gaining further momentum. Yupelri today has 83% market share of nebulized LAMA market. We see this as a short-and long-term opportunity in a critical therapeutic disease state. Moving onto generic Copaxone, we have strong demand with current market share exceeding 35% as we continue to meet patient needs on this important product. We continue to see uptick on growth as the new prescriptions are now greater than 40% market share. We also are happy that Wixela is steadily gaining market share and that's now cost 30% despite a very aggressive share attention strategy taken by the bank. We remain optimistic that it will continue to steadily grow and remain durable for the product as we look ahead to 2020 and beyond. And last but not the least, we continue on our journey to expand access to our biosimilars stress road map, Ogivri. We have secured regulatory approvals in more than 75 countries globally and are on track to launch in U.S. in coming weeks. We expect to be the first company to bring core strength of the product the 120 milligrams and 150 milligrams to the market. Moving to Europe, net sales were up 6% on a constant currency basis in line with our expectations. We are making good progress across daily markets and being prudent where we invest to optimize market returns. Influvac, Creon, DYMISTA performed above expectations, and are continuing to go year-over-year. We were especially pleased with Germany's growth for key products including Hulio, our biosimilar to Humira and Influvac. In the rest of the world segments, net sales were up 4% on a constant currency basis. This increase was primarily driven by the new product sales in Australia and emerging markets and higher volumes of existing products including growth in our global key brands such as Dona and Elidel as well as our biosimilar. I would like to share a few highlights related to our pipeline. For bevacizumab, a biosimilar to Avastin in collaboration with Biocon, the top-line clinical results for our Phase 3 study, a non-small cell lung cancer have met the necessary endpoint criteria. Mylan is on track to submit the U.S. BLA by the end of this year. The EU submission will follow in Q1 of 2020. Additionally, we have initiated a Phase 3 clinical trial for insulin aspart. Our U.S. regulatory application was accepted for review at the end of October. Our FDA submission is on track to be submitted mid next year, and we are projecting to launch the product in the second half of 2021. For insulin glargine in collaboration with Biocon, we have received more than 40 regulatory approvals and recently launched in Australia. For the U.S. market, Mylan received a complete response letter in August 2019. The CRL confirm that the scientific matters of the review were closed and found acceptable. Biocon and Malaysia are addressing the Malaysia facility concerns and are committed to resolve these in a timely manner. We are working closely with FDA and remain optimistic for a first quarter approval prior to the transition date to a biology. Regarding Hulio, our biosimilar to Humira, with our partner FKB, we remain on track for a 2020 launch in USA. We now have regulatory approvals in nearly 30 countries. For our biosimilar to EYLEA [indiscernible] being developed in collaboration with Momenta, under Mylan lead, our pivotal global Phase 3 clinical trial is underway and we continue to target U.S. submission for quarter one of 2021. Regarding our partnership with Revance for a biosimilar to BOTOX, the FDA meeting has earlier this year showed the biosimilar pathway to be viable. We extended our decision timeline with Revance to the first part of 2020. In the meantime, Revance will be working to provide some additional deliverables related to the program. Our partner Mapi recently announced the enrollment of the first patient in its Phase 3 study for Glatiramer Acetate once a month depot. This is a key clinical study for our U.S. submission. We are excited to have this phase underway and continue to be encouraged by the scientific success of this program. Now I would like to further build up on Heather's comment on our business transformation program. We have completed a holistic review of our business plan and developed an integrated transformation plan for Mylan's standalone business. We have already begun the implementation of this plan which will continue into 2020 prior to and concurrent with Upjohn integration. The business transformation program includes; rationalization of products not earning their cost of capital, refocusing commercial resources to promote further growth of our most responsive product, while improving margins of unresponsive product, and further centralizing and rightsizing our commercial and operating infrastructure. Let me walk you through some examples, our first area of focus was on product rationalization. For example, in U.S., the customer consolidation and market dynamics have continued to put pressure on prices of some of our oldest commodity products, and as a result, product margins have been driven below fully loaded economic cause. To date, we have decided to rationalize more than 350 SKU across all solid doses. Throughout this process, the FDA shortlist has been top of our mind along with the patient and customer specific needs. While the rationalization does not impact us from the bottom line, it does have an impact on our top line results. Another area of review was on refocusing our commercial resources. A comprehensive assessment of the sales responsiveness of commercial investment has been conducted across all major markets, and at the general product level to determine where we should direct our future commercial spending. This work has highlighted the opportunity to further optimize for SG&A expenses in the near-term, while evaluating potential revenue growth in future years. We'll continue to assess the return on our commercial investments going forward. Regarding capital allocation for the future, we comprehensively renovated our R&D pipeline and rationalized investments taking into consideration that evolving industry landscape regarding commoditized products while focusing on our stated objective of moving up the value chain with our scientific platform. Lastly, we are focusing on centralizing and price sizing our commercial and operating infrastructure by creating shared centers of excellence and consolidating our production capacity. As an outcome of this exercise, we will be eliminating the standard costs across the organization. As you can see, we have a lot of exciting initiatives underway and remain focused on the performance in 2019, while looking ahead to our next journey in 2020 and beyond. With that, I'll turn the call over to Ken.
Ken Parks:
Thanks, Rajiv, and good morning everyone. I'll take the few minutes to provide a quick overview of our financial results for the third quarter. Total revenues of $2.96 billion were 3% higher than the prior year. Excluding the negative impact of foreign exchange, constant currency total revenues grew 6% with all segments growing year-over-year. The growth was primarily driven by new product sales of approximately $247 million with approximately two-thirds of that number, and our North America segment primarily driven by Wixela and Yupelri sales. The remaining amount was split evenly between Europe and the rest of world. This growth combined with higher volumes from existing products was partially offset by the impact of the lower global pricing. In the third quarter, our adjusted gross margins were approximately 53%, compared to 54% in the prior quarter and approximately 55% in the same period last year. The declines for both comparisons are primarily the results of higher sales of the authorized generic version of EpiPen, which carries a lower than company average margin, as well as changes in the competitive environment on certain products. In addition, there were certain inventory write-offs, the largest of which is dated Wixela product resulting from the later than expected approval and launch date for that product. These inventory adjustments are not expected to recur in the fourth quarter. Moving to segment profitability, excluding approximately $58 million in 2019 and $98 million in 2018, relating to the Morgantown restructuring and remediation program, North America adjusted segment profitability grew 1% quarter-over-quarter, which reflects contributions from new product sales, partially offset by impacts from lower pricing and volumes on existing products due to changes in the competitive environment including the loss of exclusivity onto Tadalafil along with higher investments in selling and marketing. Europe segment profitability expanded 5% driven by benefits from new product sales including Hulio, our biosimilar to Humira, higher volumes on existing products and lower restructuring costs. These increases were partially offset by the expected higher selling and marketing investments and lower pricing. Rest of the world was down 12% versus the prior year mostly driven by lower gross profit on ARV sales resulting from higher API costs, expected higher investments in selling and marketing and lower pricing, which was partially offset my contributions from new product sales. Both Europe and rest of world reflect unfavorable impacts from foreign currency translation. Adjusted R&D was down 10%, compared to 2018 for the third quarter due to reprioritization of global programs. For 2019 full year, we continue to expect to invest between 4.5% and 5.5% of total revenues to fund the long-term health of our business. During the quarter, adjusted SG&A increased 6% compared to the third quarter of 2018, reflecting the expected incremental investments in selling and marketing partially offset by benefits from existing restructuring activities, along with business transformation initiatives. In addition, the prior year included the favorable impact of reversing certain performance based incentive approvals. As previously indicated, we'll continue to make our investments as efficiently as possible monitoring and managing such costs to support top-line expectations and growth opportunities. For the quarter, we reported adjusted net earnings of $604 million and adjusted EPS of $1.17. The year-over-year decline is primarily driven by unfavorable impacts from foreign exchange, and the increased SG&A that was previously discussed. Adjusted free cash flow for the quarter was favorable to our expectations at $542 million year-over-year adjusted free cash flow was slightly lower by $156 million as a result of the expected increase in operating net working capital required to support the new product launches in the year. In 2018, North America revenues were essentially flat from Q2 to Q3 requiring little change in working capital. In 2019, North America revenues grew 6% sequentially from Q2 to Q3 generating trade AR build in Q3 of the current year that will result in incremental Q4 cash collections and cash inflow. We're ahead of our year-to-date expectations for adjusted free cash flow and remain on track to deliver between $1.9 billion and $2.3 billion of adjusted free cash flow for the year, including ongoing working capital velocity improvement initiatives. During Q3 2019, we repaid the remaining $100 million of our outstanding term loan and reduced our credit agreement debt to adjusted EBITDA leverage ratio to 3.8 times. On a year-to-date basis, we repaid approximately $650 million of debt and expect to repay additional depth in Q4 to reach our target of $1.1 billion of debt repayment for the year. We remain fully committed to our deleveraging strategy and our investment grade credit rating. Finally, as you heard Heather mentioned earlier, we've narrowed our full year 2019 guidance range. We now expect total revenues in the range of $11.5 billion to $12 billion. We narrowed our revenue outlook to the lower end of our previous guidance range for two primary reasons. Currency movement is expected to generate approximately $250 million of headwinds versus our budgeted expectations along with slightly lower expectations for new product revenues. While our Launch of Wixela has been very successful, full year sales are anticipated to be a bit short of original expectations as a result of the aggressive share retention actions by the brand that Rajiv mentioned. In addition, the approval of generic Restasis continues to be delayed. Despite these headwinds, we remain on track to deliver adjusted EPS at the midpoint of our original ratings due to proactive cost management through the year and are narrowing our adjusted EPS outlook to $4.20 to $4.40. Based upon year-to-date strong cash flow generation as a head of our initial expectations, we're maintaining our outlook for adjusted free cash flow in the range of $1.9 billion to $2.3 billion for the full year 2019. With that will now open the call for questions.
Operator:
[Operator Instructions] Your first question comes from the line of Randall Stanicky of RBC Capital Markets.
Randall Stanicky:
Just two quick ones. One, just going back to the comment on, not viewing the S-4 projections as guidance with Newco guidance coming at closing, should we still be doing the initial Newco guidance when the deal was announced as appropriate targets? And then the follow-up for Rob, the bigger picture one on business development, now that you can become a bigger -- have a bigger brand footprint and given the fragmentation of the smaller cap specialty brands space and there's a huge opportunity to therapeutically consolidate that space. Is that something you guys are looking at? And can you start to looking at, pursuing that now? Thanks.
Robert Coury:
Thank you, Randall. Let me start with the last question. I think you're spot on. I've read some of your prior notes and have been following you very closely. I think you're really onto something there. I think what we're most mostly excited about in terms of the future outside and you're exactly correct, we are definitely -- Mylan was already moving up the value chain. But with the size that we are now, our investment in partnering especially in the potential to look at future capital allocation and what areas of concentration, the answer is, yes, I do see further alignment to participate in that. Because our portfolio that we're going to be bringing, especially to the Asia-Pacific region is going to present huge potential upside. And I think as a time of the closing, I fully expect that we're going to outline as we talk about future capital allocation and touch on some of these points. In terms of the numbers we gave in July, we absolutely and I understand, I wasn't on Pfizer's call. But look, we stand by what we gave in July for 2020. I'm simply just reminding people to level set them on a going forward basis. Obviously, we have -- I think, very clear vision about what we're faced with. And nothing I see today that has been brought up, not even any new issues that were raised by some who are now getting a better understanding business. Does anything to remotely change my absolute excitement about what we created with the two combinations? And I'm very much anxious and looking forward to be able to show you that once we can get closer to close.
Operator:
Your next question comes from Chris Schott with JP Morgan.
Chris Schott:
First one here, can you just comment on the China opportunity for the pro forma company, in light of the temporary dynamics that's being enrolled out is obviously a lot of focus on that market by the street. So maybe just talk a little bit about, what is China look like for the pro forma Company overtime? And just another comment on the pro forma guidance, does it fully anticipate some of these tender dynamics? Second really quick one, can you talk earlier this year about this step up in SG&A investment in the portfolio? Does the Upjohn deal change either the priorities for that investment or the size of those investments as you think about the much broader business that you'll be running over time? Thanks very much.
Robert Coury:
So thank you, Chris. And I'll just start with your second question, because it really applies to my commentary on the S-4. When you bring it to organizations together, what was in the S-4 or 2 internal companies projections, internal independently company projections. One of the things that you can't see, that's actually well underway to your exact question is. Those projections do not take into consideration for example, the regulatory overlay, what products we may have to divest. Product rationalization between the two organizations and then where do you now put your emphasis when you bring the two organizations together. So your question is well founded, and I want you to know that work is underway. And I do believe between now and closing, we'll have that all sorted out and be able to lay that out for you in terms of, how we see whether it's SG&A, or other costs allocation for the business model and a going forward basis. In terms of China, there is nothing really happening in the China, to be very honest with you that we've not -- I can't say that we didn't anticipate. Now, there's always nuances, I'm not going to say that we're Nostradamus and we can predict everything, especially in China, but there's nothing really there other than there could be a tweak and some of the new rules that they're putting out that that may cause some changes. But I would say in large part overall, there is an anticipation on our side, not for just what's happening in China today, but there's an anticipation for a continuation as that healthcare system over there changes. And what, the reason why we continue to be extraordinarily bullish, is because we now got a true commercial infrastructure over there that is well situated in suited, especially with the massive product portfolio, which that we've bringing. And by the way, this is a product portfolio that's very much needed over there. So, we think that all the stars are aligned to move our massive product portfolio that has already been identified to move into the China pipeline. And also to Randall's question, some of the opportunities we see that we can also, as we go up the value chain, to bring and leverage now the strong commercial infrastructures that the Pfizer Upjohn division now brings us.
Operator:
The next question comes from a line of Elliot Wilbur with Raymond James.
Elliot Wilbur:
Couple questions, I guess, most appropriate for Rajiv. First, Rajiv, could you clarify your earlier commentary around the portfolio rationalization process? I wasn't clear to me if that was more of a retrospective comment or perspective. I think you said 350 SKUs and talk about the negative revenue impact. I'm assuming that was largely on that historical not a going forward basis but maybe just clarify that please? And then just a follow-up on insulin glargine, should we be expecting to hear nothing from FDA until March '18? I believe meaning that there would not be a tentative approval, only a final approval issued on that. I'm not sure what is going to happen on that product. And obviously, March 20 is sort of a key date with respect to hitting the FDA deadline?
Rajiv Malik:
Regarding the portfolio rationalization, what I had given you was just an example in USA, that what we are undertaking that that if the products are not -- if the products have been commoditized to an extent that they're not earning their cost of a capital, more you sell them, it doesn't make any business rational. So, yes, if when you rationalize those products, these are --there can be some top line impact, but there's no significant bottom line impact. And we have extended this not just to USA, but we have evaluated our global portfolio from that point of view. Now why do we see that this not a onetime exercise, because this is a new discipline we have created. It will be on an ongoing basis. But you would not see a bolus like this, but what I just said, 350 SKU because once you clean it up on our going forward basis, there will be some products here and there will be not bolus like that. Regarding insulin, we absolutely expect to hear from them. I think before March, we believe that this concern about Malaysia facility which we are in the process of addressing will be behind us, in the early first quarter. And yes, the final approval is on the date of the March 20th or something around that that's a date. And we are very confident that it will be -- we'll get our final approval before the transition date to biology.
Operator:
Next question comes from the line of Umer Raffat with Evercore.
Umer Raffat:
Robert, you mentioned you're comfortable with the numbers previously communicated for 2020, but 2020 still influx because of things like Lyrica, Japan, which will still be part of 2020, but not pro forma or 2021, if I may. So I guess if we were to focus on true pro forma number for the combined Newco and I realize a lot of work is going on. A lot of the street debate is aggregating around number closer to 18 billion than not. I'm curious to what extent you're willing to comment or able to comment on that? Secondly, I'm curious the magnitude of divestitures that might potentially be required because I think that's one of the things that perhaps isn't baked into a lot of the street numbers where they've just put the two together and trying to model out China. So, I'm curious, any early feedback on that? And finally, one for Ken as if I may. Ken, I've looked at the purchase accounting amortization numbers and the share magnitude of it always confuses me a bit. So I was going to ask you, in simple words, what exactly is that? And do you expect it to stay 1.5 billion for the foreseeable future?
Robert Coury:
Why don't you go first Ken?
Ken Parks:
Sure. So, over the 1.5 billion is truly as you know when you go to purchase accounting of a certain amount, this, but in goodwill, any other certain amount that's attributed to customer portfolios, products, valuations of assets, and that goes into this amortization bucket that gets amortized over various lives depending on the estimated remaining live with the appropriate asset. The short answer to your 1.5 billion question is and this is on a mile and standalone basis, obviously, there will be other work done, once the Newco transaction occurs, but that that's billion prior should take down slowly overtime, because each year some of the amortization or some of the intangible falls off. So I would expect for the near-term, it may take down slightly, but it will continue for a period of time, because many of these underlying assets have long lives. Especially things like customer assets and products.
Robert Coury:
I think on the divestitures, at least what I'm being told now Umer. I don't see it as a real significant number, but I don't want to jump out in front of the regulators because they can actually go in one direction or the other, whether it's our products or even their product that they would require to be divested. So I prefer not to jump out front, but I think we said this before and I feel very comfortable. I don't see it as significance, but there obviously is going to be some and my understanding that those discussions are progressing quite well. In terms of, I mean look Umer, I think that's, I really can't comment more on the numbers that we put out that, -- as we were trying to say with the assumption if we looking forward, by the time we anticipate the clothes, I think it was July 2020. Here's kind of sort of what we saw the organization looking like that range that we've given you, that is what it is. Since then and since we've been out trying to discuss with investors and we're not giving any guidance, I actually been following a lot what you have been trying to rationalize. I actually think you're doing a pretty damn good job forgive me, but I really think you're doing a great job and trying to also find that light level set. I cannot wait until we can get closer to close get some of this work done and really clear up for investors just where is, that starting point. And I've made it abundantly clear that starting point from everything I can see and know today without giving any guidance. I am extremely confident that the street will be very pleased about wherever that starting initial guidance is. And the strong EBITDA that's going to come with it because remember, what you're going to see is the rationalization of the portfolio, rationalization of costs based on what we can see out in the future and then the synergies coming in. So that's why we feel very confident that will give you a very strong range of revenue, without me telling you exactly where that starting points going to be. And then an even a stronger range of EBITDA due to the synergies that we intend on bringing in and the cost rationalization that we can see, as we adjust for the various healthcare market, the markets around the world.
Operator:
Your next question comes to my mind is David Risinger with Morgan Stanley.
David Risinger:
So I have a follow-up question for Rajiv. Could you just provide a little bit more clarity so the 360 SKU rationalization. What is that timing? What inning are we in now? Or are we in the first inning? And then for the 360 that you've identified, is that going to be done in a year or two years? Just wanted to understand that in terms of that constraint on the global revenue line? And then Ken a quick question, you mentioned inventory adjustments in the third quarter. Could you quantify the negative impact on COGS and gross profits in the third quarter?
Rajiv Malik:
David, that 350 was a U.S. specific number and as, as you go along, the business transformation in USA, as long as, as well as mortgage down remediation, which was more driven -- resolving the complexity issue of the site could not have come like a better time. So both of these are facts, if any of those commoditized products were adding to the complexity, so it was very natural for us to take that block and rationalize it right up front. So, I would say for the U.S., almost 80%, 90% of rationalization is already been done, and it's behind us as we go along rest of the world and the European rationalization will be I think the second phase.
Ken Parks:
And David on your question around the inventory adjustments and the COGS impact. In the quarter, approximately 30 to 40 basis points on the gross margin, rate, and as we called out, the biggest chunk of that was this, David, Wixela inventory. That was, as we were preparing for commercialization and launch, we built inventory to be sure we could launch on a timely basis and the launch was delayed. I think it's important just to reiterate again, that we do not want an explanation for the third quarter, we have no reason to believe that will require in the four.
Operator:
Your next question comes from the line of Greg Gilbert with SunTrust.
Greg Gilbert:
Rajiv, can you give us your thoughts on the environment that you'll be launching into for the biosimilar Herceptin in terms of your supply situation? And what launch trajectory you're expecting? And then for Robert, going back to you setting the bar in 2020, and then providing outlook from there, You've had some experience, you in the board and might have had some experience setting long-term guidance for the standalone company in the past that seemed to create concerns and controversy around your ability to hit it, whether this step would be required et cetera, et cetera. So my question to you is. How will you and the board approach the concept of long-term guidance when the deal closes and perhaps what was learned from the last time?
Robert Coury:
I have to tell you, that's a great question. But Rajiv, why don't you go first and then let me respond.
Rajiv Malik:
Let me go ahead with Herceptin, and Tony and Kenneth, please feel free to add. First of all as for as the capacity that's not a constraint, capacity for Herceptin is the only constraint, and we have ample capacity to still -- so it's adequate market. Second, I know why we are second, Amgen has been there yet, but we will be the first one to bring in. Hopefully, we are expecting to be the first one to bring in the bold strength, and we will be launching it for a couple of weeks. Yes, there are already, four more approvals out here. We see that. But again in this one, I would say, the two differences if I have to compare. One is part B and the incentives are very well aligned. Also, in this case of, if we have to compare with the Neulasta biosimilar, we see a slower ramp because it will be more. If it will not, it will be lesser of a switch but more prescribed to the newer patient. So you can see a little bit slower ramp on that as compare to that, but we see that shift-wise, ultimately leading to the decent conversion of this road to the biosimilars. Tony, you want to add something?
Tony Mauro:
No, I just might add that our 15 sales reps who are going to be selling this oncology, these very viral products to the marketplace and trained and ready to go. And I think as Rajiv articulated, we're well positioned for success with this launch in the coming weeks.
Robert Coury:
So, Greg, let me hit what I consider to be a very powerful and potent question, quite frankly. And I think a very fair question. Let me start with the frustration that we, the board, and has had in the past in deal just with the point that you have outlined. And let me tell you why I do not see the same things on a going forward basis. It comes in two parts. The first is in the past, what was -- what management was trying to predict was predominantly, in my opinion, a North American story, a North America story. I don't know what more to say, the U.S. generics business we had a very high class issue. We have some really rare, powerful large opportunities in the pipeline to launch. And when we planned, when we invested in those original programs, I don't think anybody could have anticipated the structural changes that have been put into -- that have come into play in the U.S. market in the North America region, that you had two things happen. And there was a tiny issue of when we would get the approvals from the FDA and then you have the structural changes that actually were occurring and it was almost like one after the other. So, the frustration that the board and I'm certain that a lot of shareholders had, was the predictability of such, a powerful pipeline was very large opportunities And if you don't -- these things don't line up, well, it causes a tremendous amount of oscillation, variability, uncertainty, unpredictability. And then if you put on top of that, the fact that investors have told us time and time again, that if we're not as transparent about all these things that I'm now explained to you, and it seemed like that we were, coming forward after the fact, to try to explain these things. And one of the things I learned and speaking with investors and also sell-side analysts, is how we can do a much better job, if on the inside we can envision and see all of this potential risk, then why not come to investors and sell-side analysts as quickly in advance as we can and to lay out what we potentially could proceed. So that people don't get frustrated that the Company is not being as open as transparent, not provided the right type of disclosures for analyst or investor the right to model, and not wait to the actual events occur. So I'm taking my time articulating all this because if we're not aware of ourselves and if we're not aware of what went wrong in the past, there's it's going to be we're just kidding ourselves about correcting all this as we move forward in the future. Now as we move forward in the future, one of the other reasons why I'm helping level set everybody, and I do look, I think Homer is done a great job in his quest to really dig in deep, and really try to understand, and I think, what I can assure you, what we're doing is identifying all those potential risks that we could see in front, we don't see anything that we have not that really has surprised us. But what we haven't had a chance was to talk about all the other opportunities. And so one of the things I think would be helpful is that once these LOEs of the Upjohn portfolio is out of the way, which we're fully incorporated, we're fully anticipating the final LOE that will go out of the way. You're going to find even a broader and more diversified portfolio that actually has a lot less oscillation to it. And that way we're to get investors comfortable going forward is, let me give you an example. If we decide to report the business on three regions, let's just say, developed markets, emerging markets and Asia Pacific markets. And if there's one particular market very large, like China and Asia Pacific will carve that out. But I think doing what we promised both all you analysts and investors, we're going to sit with each and every one of you and we're going to walk you through and do a SWAT analysis around each particular region, each particular country. And as we talk about the strengths, the weaknesses, the opportunities and threats, rather than you relying on us solely to being the only ones giving the, telling you what we anticipate. I think once we go through that exercise, and have our discussion about our views about how we're looking at the business going forward, your views, how we should look at the business going forward. There's going to be discussions about how we report on our business, uncertain there's going to be three buckets. Metrics that we absolutely cannot give you, metrics, we absolutely are very easy to give you, and the middle bucket, those metrics that I think can provide some great dialogue, and really come to a compromise but make sure that the starting point. Everybody is on the exact same page. I don't think I want you investors going forward as you analysts to rely solely on management, if we do a good enough job, giving you all the information that we have upfront, being even more transparent than maybe what we have them and allowing you all to reach your own judgment. So I do feel that going forward to summarize, I think it's going to be a combination of a less volatile business with not as much oscillation to it, the way we're going to level set and demonstrate this new diversified global platform that we have. I think we can get people comfortable with that. And then look, we're trying to bring in a different kind of a management team who really is focused on execution. When I think about where we're taking the Company and we're going to definitely need this 2, 3 year transition period, I'll be honest with you, we're moving the Company to something quite different in terms of a business model. And when it comes to execution, which does require a different mindset, a different managerial mindset, I think we were well on our way with the beginning of the transformation work that was done. That was going to take time. And -- but I do believe that this transaction has only forced us to accelerate the strategies that we were doing on our own anyway. And I think that Michael and others, I do believe represents more of a future of where we're moving the Company, because they are much more driven through surely, executing our numbers and delivering our numbers. Well be just very humbly honest with you, up until this point, my land from 15 years ago, we built it spend our entire time building a true, one of a kind, global platform that is second to none. There is not another peer set that matches what we have built. And that's why we're so excited about Randall Stanicky, what he's going around this concentration of therapeutic categories, because we really have a global platform to leverage the return on our future investments. And so I think, look, all this is culminating together, and I hope, I apologize for the long-winded answer. But I really thought that was a pretty powerful and potent question that's on everyone's mind. And I hope I was able to answer that.
Operator:
Your final question comes from the line of Jason Gerberry with Bank of America.
Unidentified Analyst:
This is [Sean] for Jason. Two questions here, please. So first is, your partner Biocon is guiding to $1 billion in biosimilar sales by financial year 2022. How does that impact your thinking about some of the opportunities that you have in front of you? And then the second question is more around 2014 standalone Mylan. It seems like you have the tailwinds of a better biosimilar Advair in International Pharma, but not major U.S. ANDA launches. So, are those some of the major pushes and pulls or are we missing anything?
Rajiv Malik:
Let me give you the first part, from the Q2 to Q4, we've been very confident and we can go geography-by-geography. There are very gratifying drivers of this Q3 to Q4 ramp whether it's Yupelri in USA, continued market -- Ogivri launch, or Fulphila and Wixela for performance. Europe is being driven by products like Creon, DYMISTA, Brufen and Herceptin, we see that momentum behind these products. And the rest of world whether it's our ARV portfolio, Amitiza, Sebivo and [indiscernible]. So, we have mapped this very carefully and we've been very confident about that. Now about Biocon spend, I cannot -- it's not for us meant on Biocon billion dollar plan. We have shared with you very clearly the portfolio the weather its glargine, aspart, Avastin biosimilar launch of Herceptin. We have our own business case and we remain very confident behind that.
Ken Parks:
And I'll add the comment on 2020 is that. Look as we get closer to the normal time that we'll speak here about 2020, we'll look at the -- in my term, lay of the land, how close are we to the transaction. Does it make sense to provide Mylan standalone outlook? Or does it make sense to look at the new company together? The reality is, at this point in time, we typically wouldn't start talking about the next year yet. And as we move closer to those dates, we will keep you obviously fully appraise of the Mylan numbers as well as the push and pulls in those.
Operator:
This does conclude today's Mylan third quarter 2019 earnings call and webcast. Please disconnect your line at this time and have a wonderful day.
Operator:
Good day, everyone, and welcome to the analyst and investor call to discuss the proposed combination of Mylan and Upjohn, a Pfizer division. Today's call is being recorded. [Operator Instructions] At this time, I would like to turn the call over to Ms. Melissa Trombetta, Head of Global Investor Relations at Mylan. Please go ahead.
Melissa Trombetta:
Good morning, everyone, and thank you for joining us for this special conference call to discuss Mylan's combination with Pfizer's Upjohn business to create a new champion for global health, uniquely positioned to fulfill the world's evolving medicine need.
In addition, we will provide brief comments on Mylan's second quarter 2019 earnings results. As a note, Pfizer will be holding a separate call to discuss its second quarter earnings at 10:30 a.m. today. Joining me for today's call are Mylan's Chairman, Robert J. Coury; Chief Executive Officer, Heather Bresch; President, Rajiv Malik; and Chief Financial Officer, Ken Parks; along with Pfizer's Chief Executive Officer, Albert Bourla; Pfizer's Chief Financial Officer, Frank D'Amelio; and Upjohn's Group President, Michael Goettler. Also joining for the Q&A portion of the call is Pfizer's Chief Business Officer, John Young; and Upjohn's Senior Vice President, Upjohn financing business operations, Sanjeev Narula. During today's call, we will be making forward-looking statements on a number of matters, including the proposed combination of Mylan and Upjohn and any anticipated benefits of the business combination or future performance of the combined business as well as Mylan's financial guidance for 2019. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the joint press release and investor presentation about the proposed business combination filed with the SEC by both Mylan and Pfizer earlier today as well as the earnings release and supplemental earnings slides Mylan furnished to the SEC on Form 8-K earlier today for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. All of this information is also available on Mylan's website at investor.mylan.com, and the joint release and investor presentation are also available at Pfizer's website at www.pfizer.com. Mylan and Pfizer routinely post information that may be important to investors on their respective websites and use these website addresses as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC regulation Fair Disclosure. Let me also remind you that the information discussed during this call, except for the participant questions, is the property of the companies and cannot be recorded or rebroadcast without their express written permission. An archived copy of today's call will be available on the companies' respective websites. With that, I'd like to turn the call over to Robert.
Robert Coury:
Thank you, Melissa. And good morning, everyone, and thank you for joining us today. I would first like to welcome the Mylan employees around the globe. As always, the entire Board of Directors truly appreciates all that you do for Mylan and for the patients who we rely on, on our products.
I would also like to say a special note to those Upjohn employees who are listening to the call today. I offer you a sincere welcome to the new combined company, and I greatly look forward to working with you. I next would like to welcome Dr. Albert Bourla, the CEO of Pfizer. Over the past several months since the first call that I received from Albert, he and I have forged a strong and close working relationship, which I believe has been indispensable in helping our 2 companies to reach an agreement on this transformational combination. I have truly enjoyed working with Albert and so many others in the Pfizer organization during this process. Over the past 1.5 years, I have spent a lot of time speaking with our shareholders. I have listened carefully to their comments and input. We have covered many topics, and this announcement today is responsive to many of those discussions. Across the board, for patients, shareholders and other stakeholders and the company overall, this transaction is truly transformational. With that said, a combination of the 2 companies does not represent a transformation of Mylan's stand-alone strategy but rather a transformation of Mylan itself. The new company combines the unique assets of Mylan with the iconic assets of Pfizer's Upjohn business will not only accelerate our mission to serve the world's changing health needs, but it will also further unlock the true value of our platform while delivering attractive returns to shareholders for many years to come. Importantly, the combined organization will have a presence across nearly every continent and major market, establishing a new leadership position in Asia and offering products capable of treating all major therapeutic areas. This combination will also further accelerate Mylan's long-standing strategy to create the operational scale and commercial capabilities necessary to provide the world's more than 7 billion people access to medicine and Upjohn's strategy to relieve the burden of noncommunicable diseases with quality and trusted medicines for every patient around the world. As important, this combination will enhance the strength of our balance sheet by scaling and increasing our existing robust cash flows, which are expected to provide the new company with the financial flexibility to support and accelerate our deleveraging efforts and our expected initiation of a meaningful dividend the first full quarter after the transaction closes. We also see a potential for share repurchases once our long-term leverage target of 2.5x is achieved, which we currently project to occur by the end of 2021. This powerful new profile will not only combine the best of Mylan's and Pfizer's cultures to position the new company for sustained success and long-term value creation, but we also believe that all stakeholders will benefit, including the talented workforces in our 2 organizations. In the context of completing the final piece of our long-term strategic plan, we are also now announcing today that we will be returning the company back to the United States to be domiciled as a Delaware corporation and that our corporate governance will be aligned with applicable Delaware standards. In addition, although the Mylan name may remain in use in certain geographies, the combined company will be renamed and rebranded in conjunction with the expected closing. We will also be changing our business model. On an ongoing forward basis, we will be much more focused on total shareholder return, including on how we think about capital allocation. For example, after the closing of the transaction, we intend to institute a dividend of at least 25% of our free cash flows, which we anticipate to be increasing over time. What hasn't changed in the business model is our continued commitment to an investment-grade profile. Maintaining this investment-grade profile has only been strengthened by this transaction. Before turning the call over to Albert, I would like to note that this announcement today represents the culmination of the strategic review that the Mylan Board initiated in August 2018 to explore opportunities that would further unlock the true value of the company and its platform. On behalf of my fellow directors, I thank the Strategic Committee Review Committee members for their extensive work and analysis on a wide range of potential opportunities to unlock value. We truly believe that this compelling combination best positions the company to unlock value for all shareholders. Now with that, I will now turn the call over to Albert.
Albert Bourla:
Thank you, Robert. What an exciting day for our companies. From Pfizer's perspective, we see this as a great opportunity to create value for both patients and shareholders.
Upjohn is a great business. It's home to 20 of the industry's most iconic brands, including Lipitor, Lyrica and Viagra, with a focus on relieving the burden of noncommunicable diseases for patients around the world. It brings world-class commercial manufacturing and medical expertise to its operations in more than 65 countries. It has more than 11,000 colleagues, most of which are in Asia, and a strong presence in China and other emerging markets. We have put some of our best people and significant resources into it. And now we have found a great home for it, one that will enable it to fully realize its potential. By combining these 2 businesses, we are creating a new company with significantly more potential than either business has in its current structure. On behalf of Pfizer's shareholders, we have done a lot of due diligence and analysis of Mylan, and we came away convinced it is the right partner for Upjohn. Mylan has built their pipeline to diversify the business and is well positioned for future growth. We also see the timing as attractive. Upjohn has been stood up and is operating as a mostly autonomous company within Pfizer, and we believe Mylan's equity has been significantly undervalued due to several factors that we expect this combination will address. This combination creates a stronger company by combining the best aspects of Pfizer's and Mylan's DNA and bringing Mylan growth products to Pfizer's growth geographies. And for Pfizer's shareholders, through the 57% equity ownership of the new company, they will be able to participate in value-creation drivers that were not previously available to either company. For example, the expected deal synergies, the new corporate structure, governance and leadership team and the initiation of a dividend. So we view this as the right opportunity at the right time with anticipated broad-based benefits to patients and shareholders. I would like to thank Heather for her vision and leadership in recognizing the value-creation potential of this proposed transaction. As Robert mentioned, we're also introducing Michael Goettler as the incoming CEO of the new company. I have worked closely with Michael for many years, and I have been impressed not only by his strong track record of delivering results but also by his deep commitment to patients. He has consistently executed highly patient-focused strategies that have enabled Pfizer to advance our impact on patient health. Add to this, his strong leadership skills, his broad knowledge of the industry and his extensive experience working in international markets, and I firmly believe that he is the perfect choice to lead this new company. And I'm very pleased that Robert agrees. Lastly, we have laid out some broad financial metrics on how to think about Pfizer following the completion of this transaction. Frank will provide more context at the end of this call. We can also discuss this further during the Pfizer earnings call a little later this morning. So now I will turn it back to Robert.
Robert Coury:
Thanks again, Albert. And regarding the new management structure, as Albert mentioned, our news today also comes with Heather Bresch's decision to announce her intention to retire from Mylan after 27 years of distinguished service and extraordinary leadership upon the closing of this transaction. Heather has left a strong and permanent mark to the benefit of our company, patients and shareholders in so many ways, including through her leadership and execution of our efforts to create a more sustainable Mylan. Heather's leadership has truly helped to further the position of the company for this very important milestone, and her presence and impact will not only be missed by our Board of Directors but by all our 35,000-strong workforce across the globe. We wish her great success in her future endeavors, and I also refer you to our website where we have posted a message from our Mylan Board of Directors commenting on Heather's announcement.
It is with great pleasure that I take the opportunity to welcome Michael Goettler, a seasoned and talented pharma executive, as the future CEO of this new company. I have spent high-quality time with Michael during the diligence phase, and I have observed firsthand his strong leadership skills and deep knowledge of the pharma industry. Michael will also be bringing along with him a strong and talented leadership team and workforce, several of whom I've already had the pleasure to meet. I am also extremely pleased that Rajiv Malik, Mylan's President, will continue to serve in the role of President for this new company. Rajiv also has played a very critical role in building and the execution of our one-of-a-kind and very complex global platform. His strong leadership is truly respected by all of our employees all over the world, and we know that he will continue to make a positive impact throughout the entire global organization both prior to and after closing. I have no doubt that Rajiv will serve as a strong and complementary partner to Michael and that his continued leadership will also inspire the new company's global team after the closing of this transaction. Lastly, we announced that Ken Parks, our CFO, has agreed to depart from Mylan upon the close of this transaction. Ken's service to Mylan over the last 3 years could not have come at a better time, especially given where Mylan was in its business life cycle. We have truly benefited from his leadership and service to Mylan, which has provided significant value to our company. The management team and the Board of Directors looks forward to continuing to work with Ken over the coming months as we move towards the closing of this transaction. And with that said, we will commence a new CFO search, and the CFO will be agreed jointly by Mylan and Pfizer. I look forward to answering your questions, and I will now turn the call over to Heather.
Heather Bresch:
Thank you, Robert. The opportunity to represent Mylan and most especially our thousands of passionate and committed employees around the globe has been one of the greatest joys and honors of my life. After much reflection and nearly 28 years of service, I believe that this historic milestone in Mylan's amazing journey is also the right time for me to retire from the company and pursue a new chapter of my own, one that will continue to be focused on serving people, patients and public health.
I began my career at Mylan in January of 1992 as a data entry clerk, and after 20 years and nearly 15 roles became Mylan's CEO in 2012. I have had the privilege of growing with Mylan from a $100 million revenue company with 300 employees to a global organization that upon close of this transaction will have 45,000 employees and nearly $20 billion in revenue. Upon becoming CEO, we embarked on an initiative called Healthcare 2020, which was focused on building long-term sustainability into Mylan and exploring opportunities to further differentiate the company for success in 2020 and beyond. Nearly 8 years later, I'm proud to say that today's announcement, which truly creates a new champion for global health, represents the culmination of the goals I set for myself and the company to provide the world's 7 billion people with access to medicine. I'm grateful to Mylan's Chairman, Robert J. Coury, and to our entire Board for their strong support throughout my career. I am confident that Michael will continue the noble work that our combined organizations have always sought to achieve, better health for a better world. Thank you.
Robert Coury:
Once again, thank you, Heather. I'll now turn the call over to Michael.
Michael Goettler:
Thank you, Robert, and good morning, everyone. And thanks also to Albert for the introduction and kind words. I would also like to welcome both the Mylan and the Upjohn employees who may be listening to this call. We have a truly exciting future ahead of us. I'd also like to thank Heather. I know that I have big shoes to fill following your 27-year legacy at Mylan, and I'm honored to be leading the new combined company into an exciting future for patients, shareholders and for our colleagues.
The new company is being formed through a Reverse Morris Trust transaction that is expected to be tax-free for Pfizer shareholders. It requires approval by Mylan shareholders but not the Pfizer shareholders, and we expect to close in mid-2020. And upon completion, Pfizer shareholders will own 57% of the combined company, Mylan shareholders will own 43% of the company. Importantly, the combined company will have lower gross debt levels than Mylan stand-alone, and we expect solid investment-grade debt ratings. We seek positive feedback from Moody's, S&P and Fitch. And we expect the agencies to provide rating guidance to the market in short order. We anticipate approximately $24.5 billion of total debt, including $12 billion of gross debt from Upjohn, for which debt proceeds will be retained by Pfizer. The new company and the new management is strongly committed to shareholder-friendly capital allocation, and we expect to be starting to pay a dividend that is greater or equal to 25% of free cash flow from the first full quarter post-closing. As Robert already mentioned, Mylan will redomicile to the United States, and the combined company will be incorporated in Delaware. It will be run by a best-in-class management team with strong executive talent from both companies, a strong Board of Directors with 8 Mylan appointees, 3 Pfizer appointees in addition to the Executive Chair and the CEO. The combined Board will fully declassify by 2023. And finally, the new company will be operating through 3 global centers in Pittsburgh, Pennsylvania; Shanghai, China, which is Upjohn's current global headquarter; and Hyderabad, India. We believe today's announcement is exciting news for patients and that this transaction creates a one-of-a-kind new champion for global health. Patients that rely on our medicines will benefit from our combined strength. And with more than 80 billion doses of medicines delivered annually by the combined company, we believe that few companies can match the impact that we can have on global health. And that is a responsibility that we take very seriously. Our portfolio across all therapeutic areas can provide access to medicines to all 7 billion people of the world's population. In short, this new entity will be able to provide more medicines to more patients in ways that benefit all stakeholders, patients, health care professionals, payers, governments and health systems. And finally, we believe the new champion for global health deserves a new name. And we will announce that name at closing. In China and select emerging markets, we plan to continue to use the Upjohn brand. Let me say a few words about the strong strategic logic for this combination. Mylan has a diverse portfolio across all therapeutic areas, including generics, complex specialty brands, biosimilars and strong respiratory technology. Upjohn brings trusted iconic brands like Lipitor, Lyrica and Viagra, and strong commercial, global commercial and medical capabilities. Together, we'll have an enhanced global scale and reach that few companies can match. This allows us to participate in growth opportunities where we see them, for example, in growth markets like China and other emerging markets. But our scale also positions us well to absorb volatility in individual markets while delivering on our commitments to shareholders. By combining Upjohn's iconic brands with Mylan's rich portfolio across all therapeutic areas, we have a diverse, a differentiated and a sustainable portfolio of product and pipeline assets. And by combining Mylan's manufacturing platform and sustainable pipeline engine with Upjohn's commercial capabilities, the new company has a powerful combination of capabilities and will have a corresponding world-class management team representing the best of the best of both companies. The strong and sustainable cash flow of the new company enables us to deliver strong return of capital through financial discipline and best-in-class corporate governance and a new management team that will be relentlessly focused on delivering shareholder value. Next, let me walk you through what we believe to be a very compelling financial profile, and let me start with a pro forma outlook for 2020. The combined company has a strong revenue outlook in the range of $19 billion to $20 billion, with the potential to modestly grow over time. This takes into account the U.S. Lyrica loss of exclusivity that occurred in July of this year and expected headwinds of China for 2020 from QCE and volume-based procurement regulations. 2020 pro forma EBITDA ranges from $7.5 billion to $8 billion, including phased synergies. The EBITDA-to-revenue ratio is approximately 40%, and we expect that 40% ratio to be sustainable over time and see opportunities for further improvements. A strong and sustainable cash flow is an important characteristic of the new company, and we expect to have at least $4 billion free cash flow per year. By 2023, we plan to deliver $1 billion in cost synergies, and we'll focus on operational rigor to get the most out of every dollar earned. And we're strongly committed to strengthening our balance sheet with a gross leverage target of less or equal to 2.5x EBITDA to be achieved by the end of 2021. We're confident to be able to pay a dividend of greater or equal to 25% of free cash flow starting from the first full quarter post-closing and to sustain this dividend or grow this dividend over time. In summary, we're committed to a solid investment-grade profile, delivering shareholder-friendly capital returns and still have sufficient strategic flexibility run and improve our business. Next, let me show you why we think that this is a different and new kind of company. We believe that the combined company is unique and does not have a clear peer set among other pharma companies. Traditionally, pharma companies fall into 1 of 2 groups. They're either large-cap research-based pharma companies or biotechs or spec pharma and generic. Large pharma has attractive EBITDA margins, consistently paid dividends and has low leverage. However, it must contend with patent expiry and high research risk. On the other side, spec pharma and generics have typically lower EBITDA margins, often do not pay dividends and are highly leveraged. They do not have patent risk, but they often do not have the global footprint and are therefore exposed to volatility in individual markets, especially in the U.S. Combining Mylan with Upjohn gives us a unique opportunity to create something entirely different, a pharma company with a truly unique financial profile that does not correlate to any of the pharma industry peers. So now that I've told you what we're not, let me tell you what the combined company will be. It is a company that has a balanced geographic presence that can absorb volatility in individual markets but is also well positioned to participate in opportunities in all growth markets while at the same time able to maintain healthy and durable EBITDA margin of 40%, including phased synergies. With an attractive dividend yield and enhanced and sustainable cash flow we'll also maintain a solid investment-grade debt profile and a strong balance sheet. As you follow our performance over the next quarter and years, I'm sure you will see in our numbers how we're creating value for our shareholders that is completely different from either company's old neighborhoods of spec pharma and generics or large -- company pharma peers. It's a truly unique combination. Next, we'd like to provide you with a few more details on each of our combination highlights. Let me start with our regionally balanced and global -- enhanced global revenue footprint. As you see, Mylan is concentrated mostly in North America and Europe. Upjohn has a high concentration in Asia Pacific. Together, this gives the combined company a unique and balanced portfolio to participate in the world's developed and in the growth markets. Roughly 55% of the combined revenue will come from North America and Europe, 45% with Asia and emerging markets. And altogether, this geographic profile will enable the combined company to absorb and mitigate volatility, but more importantly, capture opportunities in any part of the world. Looking at our revenue mix by product type, the combination also gives us a more balanced and differentiated portfolio. I want to particularly highlight that in the new company, only about 1/3 of the revenue will come from generics, only 15% of the combined company revenue will be from the U.S. generic market. Keep in mind that the generic portfolio from legacy Mylan is strongly and rapidly shifting towards more complex and hard-to-make generics, which further solidifies this segment. And importantly, 2/3 of the new revenue coming through the pipeline will be from prescription brands, over-the-counter medicines and biosimilars. This is truly a sustainable, diverse and differentiated profile. Now we bring it all together, look at both geographies and brands, you may notice on this chart that the Mylan portfolio is different in different geographies as indicated by a few brand examples in this chart. And now that we have a true global commercial footprint, this allows us to capitalize on a unique opportunity to cross-pollinate between countries. Subject to local registration requirements, we can bring the Mylan growth brands to any of the Upjohn growth markets wherever we see opportunity and wherever we see the patient needs. And now I'll hand it over to Rajiv Malik, who will dive a little bit deeper on our compelling pipeline that will be the foundation of our future growth as well as provide a glimpse into the differentiating capabilities that we bring to bear. Rajiv?
Rajiv Malik:
Thanks, Michael. Moving on to discuss the unique scientific commercial and operations capabilities of the newly created company, I would like to first highlight the power of the pipeline engine that will sustain our ability to generate results and drive future growth.
As a result of the significant scientific investments that Mylan has made over the last decade, coupled with our dedication to enhance patient access to needed medicines across multiple therapeutic areas, Mylan has created an R&D platform that's like no other. Time and time again, we have demonstrated the strength of our scientific capabilities and our ability to manage and execute our new products across several key product technologies. Some recent notable achievements include glatiramer acetate injection; estradiol cream; Fulphila, our biosimilar to Neulasta; Ogivri, our biosimilar to Herceptin; along with additions to our respiratory offerings, including Wixela and YUPELRI. As you would expect, we'll continue on a path to diversify away from more commoditized oral solid doses. Our more than 630 products in our pipeline are focused towards more complex generics, global key brands and include many biosimilars, all of which are aligned with the evolution of the global pharmaceutical industry and will help ensure long-term durability of our portfolio. Due to our best-in-class R&D capabilities and the opportunity to commercialize our products in more geographies, we expect to generate $3 billion in new product launches revenue by 2023. You can also expect that as we combine our strong scientific and regulatory workforces and approximately 3,000 commercialized molecules with our global talent of close to 15,000 commercial colleagues, we will have a tremendous opportunity to cross-pollinate our combined extensive commercial reach and leading positions to expand in key growth markets. Another aspect that will differentiate this combination is its unique complementary global manufacturing and supply chain network. Our global supply chain and manufacturing capabilities will contribute to the competitiveness and sustainability of the new company. With a total of 51 manufacturing sites, including 11 API sites, 8 sites dedicated to complex dosage forms and 7 focused on sterile injectable products, the new company will be well positioned to serve its global customer base. This global supply chain will be complemented by strategically important local manufacturing capabilities in countries such as Turkey and Nigeria, where a local manufacturing footprint is needed to ensure favorable market access reimbursement. This manufacturing footprint is further strengthened by our relationship with our strategic supply partners. With that, let me now turn it over to Ken to discuss the financial profile of the new company in more detail.
Kenneth Parks:
Thanks, Rajiv. As you've heard earlier from Michael, our pro forma 2020 outlook for revenue is between $19 billion and $20 billion. You can see we expect $12 billion to $12.5 billion of revenue to come from the Mylan business and $7.5 billion to $8 billion to come from Upjohn. While we're not yet going to get into specific drivers of the financial outlook, it's important to note that we factored in the timing of Lyrica's U.S. loss of exclusivity and volume-based procurement impacts in China.
From an EBITDA perspective, we expect 2020 pro forma adjusted EBITDA to be in the range of $7.5 billion to $8 billion, including the expected cost synergies generated from operational efficiencies. As mentioned earlier, we're expecting to generate cost synergies of at least $1 billion annually, which should be realized ratably over 4 years. The majority of these synergies are largely across SG&A, with some efficiencies being realized in COGS. We've also identified opportunities for savings in R&D, but we intend to reinvest these savings to drive our business in China and other selected key markets. I thought it was important to provide you with additional commentary to help you think about the truly unique financial profile of this new company in the near term as well as in the future as we realize the long-term benefits of bringing Mylan and Upjohn together. In the near term, we anticipate total revenues to grow modestly as organic volume growth will partially offset expected pricing pressure. Longer term, as you heard from Rajiv, we're expecting $3 billion of new product launch revenue, which will drive moderate growth. At the onset, we expect EBITDA margins to be approximately 40%, with potential for expansion over time as a result of the realization of the $1 billion of cost synergies, along with the moderate top line growth flowing through to EBITDA. As you heard Robert and Michael discuss earlier, we're laser-focused on lowering our gross leverage to 2.5x by the end of 2021 and sustaining leverage at that level for the longer term. In the near term, we'll be focused on deploying our significant cash flows to debt repayment, including scheduled maturities in both 2020 and 2021. In addition, we intend to initiate a dividend equal or greater to 25% of free cash flow beginning the first full quarter after close. Once our targeted leverage ratio is sustained, we'll potentially consider share repurchases and dividend increases over time. With that, I'll pass it back over to Robert.
Robert Coury:
Thank you, Albert, Heather, Michael, Rajiv and Ken. I trust by now you can all see the powerful rationale and value creation for this combination and how this can truly transform Mylan.
And before I turn the call over to Melissa and Ken to discuss our second quarter results, I would also like to thank once again all of our shareholders and other stakeholders for your continued confidence and commitment. This will now conclude the deal portion of our call. Melissa?
Melissa Trombetta:
Mylan will now discuss its second quarter results. First, I will discuss certain of our results on a U.S. GAAP basis, and then I will turn the call over to Ken.
For the quarter, segment profitability grew 22% for North America, decreased 18% for Europe and decreased 2% for Rest of World. R&D costs decreased 29% and SG&A increased 7% in the quarter. For the quarter, we reported a net loss of $169 million and a loss per share of $0.33. Net cash provided by operating activities for the 3 months ended June 30 was $669 million, an increase of $239 million compared to the prior year. In addition, we will be referring to certain actual and projected financial metrics for Mylan on an adjusted basis, which are non-GAAP financial measures. We'll refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. For the most directly comparable GAAP measures as well as the reconciliations of the non-GAAP measures to those GAAP measures are available in our second quarter earnings release or supplemental earnings slides as well as on our website. Mylan is not providing forward-looking guidance for U.S. GAAP reported financial measures or a quantitative reconciliation of forward-looking non-GAAP financial measures. Please see the appendix in our earnings materials posted on our website this morning. With that, I'd like to turn the call back over to Ken.
Kenneth Parks:
Good morning, everyone. I'll take a few minutes to provide a quick overview of our financial results for the second quarter.
Total revenues of $2.85 billion were 2% higher than the prior year. Excluding the negative impact of foreign exchange, total revenues grew 5%, with all segments contributing to the year-over-year growth. The increase was primarily driven by new product sales of approximately $340 million, with the majority of these sales coming from Fulphila and Wixela in our North American segment. This growth helped to offset the decreases in net sales from existing products as a result of lower volumes, and to a lesser extent, pricing, which has continued to stabilize in line with our expectations. Moving to segment profitability. Excluding approximately $94 million in 2019 and $87 million in 2018 relating to the Morgantown restructuring and remediation program, North America grew 19%, which reflects contributions from new product sales, partially offset primarily by impacts from lower volumes on existing products. Europe was down 3%, excluding $37 million of expenses related to the impact of the termination of the contract and certain inventory write-offs in the quarter. Rest of World was down 2% versus the prior year. Both Europe and Rest of World declines reflect expected incremental investments in selling and marketing versus 2018 as well as unfavorable impacts from foreign exchange. Adjusted R&D costs were down 17% compared to 2018 for the second quarter due to reprioritization of global programs and timing of program spend. For 2019, we remain committed to investing approximately 5% of total revenues in R&D to fund the long-term health of our business. During the quarter, total adjusted SG&A increased 13% compared to the second quarter of 2018, reflecting incremental investments in selling and marketing, offset by benefits from ongoing integration activities. For the remainder of 2019, we'll continue to make our investments as efficiently as possible, monitoring and managing such costs to support our top line expectations. For the quarter, we reported adjusted net earnings of $533 million and adjusted EPS of $1.03. The year-over-year decline reflects the necessary incremental investments in selling and marketing activities already discussed. Adjusted free cash flow for the quarter was $724 million, an increase of $63 million compared to the prior year. We expect strong cash flow in the second half of the year, more heavily weighted to Q4, driven by the results of targeted initiatives to drive working capital velocity improvements. At the end of Q2 2019, we reduced our debt to adjusted EBITDA leverage ratio to 3.9x, which was favorable to our expectations and in compliance with our covenant requirements. As previously communicated, our capital deployment priority is focused on [indiscernible]. We repaid approximately $550 million in scheduled maturities during the second quarter and continue to expect to repay at least $1.1 billion of debt by the end of 2019. We remain fully committed to our deleveraging strategy and to our investment-grade credit rating. Finally, as you saw in those materials, we are reaffirming our full year 2019 guidance for total revenues of $11.5 billion to $12.5 billion. In addition, we expect full year adjusted EPS to be in the range of $3.80 to $4.80 and adjusted free cash flow in the range of $1.9 billion to $2.3 billion. With that, I'll now turn the call over to Frank.
Frank D'Amelio:
Good day, everyone. We are also providing some preliminary financial metrics regarding our view of Pfizer, following closing of this transaction with Mylan.
Starting with revenue. At this point, we see an initial 2020 annual base of approximately $40 billion and growing from that. We expect our 5-year revenue CAGR will be stronger, high end of mid-single-digit, given Upjohn was diluting the growth. We also expect growth will start earlier, immediately post-closing, sometime in 2020 as the Lyrica early impact follows Upjohn. We believe the growth will be more sustainable as the revenue base will be smaller, and we expect to continue leveraging this top line growth to our bottom line. Our SI&A ratio is currently in the middle of the big pharma peer group. With the divestiture of PCH and Upjohn, we expect we will run a bit higher, but we'll remain in line with higher-growth peers. Currently, SI&A as a percentage of revenue is 26% based on today's updated financial guidance, and Pfizer remainco is projected to be 1 to 2 percentage points higher in terms of SI&A as a percentage of revenue. This would be generally in line with the higher-growth pharma peers, but we expect our sales to grow faster than expenses. And as result, this ratio will improve over time. And as always, we will take steps to improve our SI&A, particularly with indirect expenses. Our R&D expense, which as a percentage of revenue is among the lowest in the industry, now will increase. We expect this will be in line or below peers with similar projected growth profiles. We are very excited with our pipeline and believe this continues to be a capital-allocation priority area. With regards to operating margins, we have been operating in the high 30s to 40%, which is what we printed this quarter. However, since from an ongoing operational perspective, in addition to our current ViiV JV, we will also be recognizing contributions from the consumer JV and Array royalties in our other income line. We would suggest looking at our income before taxes margin as a more appropriate metric. We see our IBT margin moving from the low 40s currently to the mid-30s percentage after closing and then improving over time. In terms of operating cash flow, Upjohn removes about 1/4 of our current cash flow, so we would expect to generate between $11 billion to $12 billion in the first full year following close. Running the numbers, if we start with that, then deduct approximately $7 billion for dividends and $2 billion for CapEx, that leaves us with approximately $2 billion to $3 billion in the year following close. This still allows for some opportunistic share repurchases as well as bolt-on business development projects. Of course, we expect our business to grow and accordingly increase cash flow over time. In addition, we expect we will continue to have a very strong balance sheet, solid credit rating and continued access to Tier 1 commercial paper. And in terms of the dividend, we expect that following closing, the combined dividend income paid to Pfizer shareholders based upon continued ownership of both Pfizer and the resulting 57% equity ownership at newco will equate to Pfizer's amount just prior to closing. While Pfizer's future dividend payment remains a decision of our Board, we envision that Pfizer's dividend will still increase annually, although this is likely to be at a rate below our recent $0.08 per share, given the new financial profile of the company and a tilt towards more investment and supporting continued top line growth. And newco's future dividend payment will be a decision of the newco board. With that, I'll turn it back to Melissa to start the Q&A.
Melissa Trombetta:
Thank you, Frank. Operator, you can now open the call for Q&A.
Operator:
[Operator Instructions] Your first question comes from Chris Schott from JPMorgan.
Christopher Schott:
I'll just slip in 2 here. Maybe first on Upjohn. Can we get a little bit more color on the margin profile as we bridge through from the kind of 1Q or first half 2019 results we saw to that $3.8 billion to $4.1 billion EBITDA forecast for next year? And specifically, how much of that is Lyrica going away versus other components of the business?
My second question was just a bigger-picture question on the newco. I think you highlight this is a business without clean comps. We're just going through a cycle where Mylan has obviously traded at a pretty depressed multiple. I guess as you think about this newly created company as a stand-alone entity with a lot of moving pieces globally, what gives you confidence that investors will be able to become comfortable with this profile and you can get a more appropriate valuation for this larger company?
Robert Coury:
Thanks, Chris. Michael, why don't you take the first one?
Michael Goettler:
Chris, good morning, and thank you for the question. So let me help a little bit on the Upjohn side. I understand we've only been reporting Upjohn for 2 quarters, so there may be not enough knowledge out there.
Very roughly, let me try to bridge revenue and EBITDA for you. So if you look at our first half year published results for revenue, they kind of project that out for the year, including the fact that we no longer have Lyrica on patent protection for the second half of the year, you would expect Upjohn this year to come in around $10 billion or so, a little bit more than $10 billion in revenue. In the first half, we're still at $1.7 billion of revenue for Lyrica in the U.S., and you will see that disappear. And you take a bit of a haircut with China headwinds from the volume-based procurement. That gets you to the $7.5 billion and $8 billion revenue range that we guided to. On EBITDA, Pfizer doesn't report EBITDA. We do report IBT. So what you see in the first half is about $3.8 billion in IBT. Take out about $1.5 billion of that for the first half Lyrica. That gets to the $2.3 billion. If you annualize that, that gets you to $4.6 billion. And then you have to take a haircut on that to account for depreciation and amortization and again for China headwinds, and that should get you to the $3.8 billion to $4.1 billion range that we forecasted. So that's question one. And maybe question 2 -- Robert?
Robert Coury:
So Chris, thanks for the question. Chris, this is literally 180-degree honestly new profile from where we were prior to this announcement. As I mentioned many, many times to shareholders, we really never left the country predominantly for tax. It was a lot about governance so that we can build without interference what we were now able to complete with this transaction. Because of the completion, it makes absolute sense. I've listened very, very carefully to shareholders, very carefully to everything. If you think about everything that shareholders have been talking to me about, this transaction checks every single box that they have discussed with me. I think as a result, as I mentioned, you're going to see the business model of Mylan is going to change dramatically. We are going to go from a manufacturing operational excellence to a pure commercial excellence with the strong support of the manufacturing and operations.
We've now completed our global geographical diversification infrastructure. We have an extraordinarily strong existing platform in Asia Pacific. I believe that a new shareholder base is going to come into Mylan because this is all about a free cash flow story now. This -- our entire strategy going forward when it comes to shareholders is a complete TSR platform -- total shareholder return. We're going to begin by demonstrating our confidence by commencing that dividend on the full first quarter. We're talking a minimum of 25% of our free cash flow, and we believe we've not only looked at this business -- and as all of you know, in 2016, after Meda, I said we had everything internal except -- to compete in the markets around the world, except China. So now that we've gotten China rock-solid down, I can only tell you that we've fully incorporated everything that's going on in China. We've done a tremendous amount of work in China. So I would say this is going to be a completely different business model than maybe what our shareholders have been accustomed to, and I think you'll see that as it rolls out.
Operator:
Your next question comes from David Risinger from Morgan Stanley.
David Risinger:
I have 2 questions, please. First, could you just talk a little bit more about leadership of the new company? So Robert, you will be Executive Chairman, as you have in the past. But obviously, Executive Chairman roles are different than the traditional Chairman-only role for U.S. companies. So could you talk about your role as Executive Chairman for the newco? And in addition, what type of individual you're planning to appoint as CFO? What do you have in mind there? I didn't see an announcement of a CFO for the newco.
And then second. I was hoping to get more color on the China pressures. So obviously, China is under pressure, but I was hoping for more specifics with respect to what happened for Pfizer in the second quarter of 2019. Obviously, the 4 plus 7 cuts occurred in late March, and Pfizer was well aware when Pfizer hosted the 1Q call at the end of April with respect to the pressures in China. So shouldn't really be any surprise, obviously, what occurred in the second quarter, but just like some more color on that. And then how much you expect the Upjohn China business to decline in 2020?
Robert Coury:
Thanks, David, and thank you for the question. I'll take the first one, and then Albert and Michael can take the China one, and then I may say a couple comments after they have a chance to speak.
David, as you know, as probably every one of our shareholders know, I have never been the traditional in any capacity that I've served. And this Executive Chairman role, it is a real active role, quite frankly. I will continue to do the 4 things that I've always have done for the company. One is absolutely lead the strategic direction of the company. I certainly intend on leading that with Michael. Two, major, major M&A. I think that it's critical. We've been extraordinarily successful with our ability to integrate and execute. Three, I would say that talent management. I would say that the -- especially the named executive officers, and then there's a certain group of people around the globe that I stay fairly close with. And then last, obviously, dealing with shareholders, again in conjunction with Michael and Rajiv. Because Rajiv, quite frankly, there hasn't been a transaction I have done that Rajiv has not been right by my side. So I would say that the combination between Rajiv, Heather and myself -- I mean that was a lethal combination. I have to tell you that we've been moving in this direction. This is not new. This Pfizer discipline that they have is such a welcome discipline -- a natural welcome discipline because of what we've completed. And because of the transformation of the company going from the manufacturing operational excellence to even a enhanced commercial excellence, we have some very powerful existing commercial infrastructure and some fantastic commercial leaders out there, and they have done a fantastic job. This is about enhancing every aspect of our organization, starting with the Board of Directors, starting with management, starting all the way down the line. So I really think that Michael, when you get to know him, you're going to see that he has a very powerful, complementary background, where in conjunction between what I do is, as Albert said, his laser-focus of delivering performance. His partnership with Rajiv -- those 2 again I think are going to be lethal. And then lastly for the CFO, in order to complement this management team, Albert and I are going to work together. And Frank, I'm going to -- Frank is going to help out on this as well. We want to get somebody that's an existing public company CFO with quite a bit of experience, experience with TheStreet because we think that, that last piece would just round out this team. And we -- that's the direction that we're going to be going. And I hope that satisfies the answers to -- you're looking for. Albert?
Albert Bourla:
Yes. And let me ask Frank to comment first on the bigger picture about Pfizer and what it means for the second half and then maybe you can chime in with more details on China, Michael. Frank?
Frank D'Amelio:
Sure. So David, let me run the numbers on China, give a little color commentary on the rest of the year, and then I'll comment quickly on 2020. So overall, China for the quarter for Pfizer, we were up 2%, so I want to make sure. Pfizer overall for China for the quarter up 2%. If you look at the release, Upjohn was down 20%. Our innovative business was up 26%. So when you put those 2 together, roughly 2%. If you take the PBG business, peel the onion a little bit, it's up 6% for the quarter, emerging markets were up 12%, and then I mentioned China was up 26%. The reason I peel the onion there is emerging markets and China are obviously key components of the growth of our PBG business. Obviously, there's other components, but those are key components as well. Now going forward for the rest of the year, we think for PBG, for the innovative business, we continue to see opportunities in China. In terms of Upjohn, here is the numbers, minus 20% for the quarter, plus 13% year-to-date. We think for the full year, it will be low to mid-single-digit growth for Upjohn in China. And as for 2020, we've incorporated what we believe the impacts are going to be into the numbers that we provided today.
Albert Bourla:
And of course, these numbers are already incorporated in our guidance that we feel very confident this year and full year. And any additional color, Michael, for the China business for Upjohn?
Michael Goettler:
Yes, I think maybe -- David, thanks for the question. Maybe 2 things. One is I just want to underline what Robert said on leadership where Robert, Rajiv and I are totally committed to build the best of the best leadership teams here. This is no longer Mylan. This is no longer Upjohn. This is not Pfizer. This is truly a new company, and we've put the right team together for the skill set that the new company needs with the best of the best talent from both sides and if necessary even looking externally. And Robert, Rajiv and I have worked a lot together through the due diligence phase. And I'd say it feels very naturally to work together. We've formed friendships, and it's going to be, I think, a very powerful leadership team.
On China, before I go into the details of the number, let me just first say that China, for the new company, is a very large opportunity. It's a huge market, 1.4 billion people, huge unmet medical need. It's already the second-largest pharmaceutical market. We have incredible capabilities in China. Pfizer has built them over 30 years. We benefit from that. We have 5,000 commercial colleagues. We're consistently rated as the #1 sales, force in China. We have leadership positions. We have the first-ever GMP-certified manufacturing site in China. So we really have capabilities that we can build on. And also regulatory reforms in China are positive would allow us to bring the Mylan pipeline faster to China than we would have been in the past. So long term, mid- to long term, we see growth opportunities here. Clearly, as you pointed out, near term, there are some headwinds, some volume-based procurement. Let me just play out the numbers a little bit more for you. First quarter, as we reported, we did 46%, as the market -- 8 underlying power that we have, but also with the market preparing for the implementation of volume-based procurement. Second quarter, as expected, we declined 20%, but let me break that down for you a little bit month by month. The first month of the quarter was down 37% year-on-year. The second month, 27%. The third month, we do 8%. We're back to growth, and we'll see some of that growth continue into the third quarter. So we know exactly what happens when these tenders happen in cities. This was only 11 cities, which are about 40% of our revenue. We know -- we think of it as a rebasing, and then we can grow from that basis, and especially we'll bring the Mylan portfolio, and this will be very powerful. We fully expect -- you asked about 2020. We fully expect this pilot to extend to all 31 provinces in China over the course of this year and next year. And we expect the business to rebase, let's say, over the next 1 or 2 years and then we can growth from the bases. And the last point I want to make is -- and it shows the power of this new company and this combination, is not only that we have a pipeline we can bring to this market. For the combined company, China represents 11%. So any kind of headwind, any kind of volatility we have, the company overall has now enough levers to compensate for that, to weather through that and in the meantime rather than withdraw and continue to do the right thing to build the future.
Robert Coury:
So just we want to add. Just because Rajiv and I have done a tremendous amount of work on China for the last 3 years, Rajiv, why don't you outline a little bit what we've done and why this is going to accelerate our strategy starting from the existing business that we have?
Rajiv Malik:
So thanks, Michael. And David, we have been working on China for the last 3 years ever we acquired Meda slowly and slowly building up and dropping in some brands over there. And our business in China today is growing at high double-digit with few products like Dona, Elidel and Sebivo driving the growth. So same time, we have been building the pipeline. Dymista, our recently -- extending our rights of YUPELRI -- extending the rights to China. And more importantly, this QCE opportunity that China has opened up inviting overseas companies to bring in the products, their list of 34 products, the shortlist where they are looking for more players to come in the market. We have been preparing that portfolio.
Now that pipeline is getting expedited. As we plan for integration, as we plan our next moves in R&D, we are taking into consideration the powerful platform -- commercial platform which Pfizer brings. So if I have to look into the next 1, 2 years, there will be some low-hanging opportunities where Mylan portfolio will get much wider footprint. At the same time, we will be building up the pipeline, and we will be a preferred partner to many of the companies, which have -- where the pipeline is already towards completion, while our pipeline takes maybe a couple of years to come in.
Robert Coury:
And just the last point. I mean if you really look at the 2 companies, Upjohn by itself didn't have the engine I will tell you that Mylan brings. If you want to really want to look at what this combination is, we are bringing the engine to Upjohn but especially in China. And in China, let me tell you why we will be the partner of choice. Not only are we uniquely situated, but there's a lot of companies that want to do business in China. Not all companies actually have all the coverage necessary in China. We believe that there's going to be significant top line synergies by our ability to offer that commercial platform to others who do not have access in China. So not only do we have a portfolio that was already ready to go, a substantial product portfolio we can now put through the Upjohn platform to get approved, but we also have another -- other type of mitigating offsets.
When I say partner of choice, in China, compliance is a very, very important issue. And if you're going to bring a product -- I can tell you we've done transactions where we bid less than our competitors. We received the RFP not because of really any other reason other than the fact that a company is willing to accept less just because of our Western compliance mentality. This opportunity in China and the growth potential that's over there is huge. Upjohn, by itself, did not really have some of the mitigating offsets where Mylan brings these mitigating offsets. You should know that in the -- in our starting numbers anticipating to close this transaction, let's say, in the third quarter of next year, we have fully incorporated additional reduction of LYRICA. We fully incorporated further changes in the China system in terms of what we see coming. And -- but because we have a number of mitigating offsets, the way I see this rolling out is in the first couple of years, we're going to continue to deleverage and immediately return capital to shareholders. And the years 3 to 5, you're going to see the synergies all roll in. You're going to find total stability in both our revenue, our EBITDA and our free cash flows, while we're returning capital. During those first 2 years while we're returning capital and delevering and the next 3 years while the synergies roll in, we're going to be investing heavily in the pipeline. And when you look at the cash flows, the fact that we believe that our at least 25% is not only going to pay an attractive dividend -- when you look at everybody else on that one chart to the left and to the right. I mean right now, at our current stock price, if we just do the calculations, you're looking at maybe a 4% roughly approximate dividend only to grow. And if you take a look at 25%, you take a look at the other 75%, you take a look at $4 billion of free cash flows, you take a look at around $500 million of CapEx, and you -- so you got, let's say, roughly about $1.2 billion of dividend, $500 million, you've got about $2.3 billion. Ken, I think our scheduled paydown is what -- about $1 billion?
Kenneth Parks:
$1.5 billion.
Robert Coury:
About $1.5 billion. We have substantial excess free cash flows to give us the right type of cushion for what we believe the strategy is going to be short, medium or long term, which is return of capital to shareholders. It's now time that Mylan makes the shift, and we are committed.
Operator:
Your next question comes from Elliot Wilbur from Raymond James.
Elliot Wilbur:
Congratulations to both teams on an innovative creative transaction. Looks to be a win for both companies. And congratulations to Heather on her retirement. We've known each other for a long time. Just want to say thanks for your patience and your willingness to share your knowledge over the years.
So my question is with respect to the Upjohn business as it's currently configured, it's basically a conduit for Pfizer LOE assets that, well, frankly has kind of lost exclusivity in the U.S. and still have growth opportunities sort of outside the U.S. But ultimately, it's a fixed portfolio, and these assets sort of all have finite lives. So how do we think about your ability to sort of generate growth from this portfolio currently being acquired over in a medium- to longer-term horizon? Is there any sort of component of the transaction that would give Upjohn or the newco sort of optionality on Pfizer products that may be going off-patent in the U.S. and sort of have similar profiles to the existing product portfolio?
Michael Goettler:
Sure. Thank you, Elliot. Let me address what you said about. You called it a conduit for LOE asset with a finite life, and I would disagree with that. So as we set up Upjohn, we particularly pick the portfolio of Pfizer products that are LOE or have gone recently LOE, and we looked at where are the sources for growth for these products. And the big market trend that we saw was increasing demographic trends, expansion of the urban middle class, the desire of patients in mostly the emerging markets and in China to have access to better-quality, trusted brands. We saw the rise of noncommunicable diseases -- 70% of patients in the world die from noncommunicable diseases, and 80% of those deaths come from the emerging markets. And that's where we saw we could make a difference, and that's where we saw opportunities.
What you see in the numbers that we're reporting is, of course, overshadowed by a huge LYRICA LOE and other washouts. We think that from the lower base there is definitely growth opportunity there, and that's what we optimize the portfolio to. Now if you look at combining the 2 companies, that's where the magic comes in because we have a commercial footprint that's very much focused on China, on emerging markets. Mylan has a completely different footprint. So now we can bring the 2 together. And I absolutely believe that in the emerging market in China, Mylan products can benefit from the commercial footprint that Upjohn brings. On the other hand, I think there is opportunity also for the Pfizer -- legacy Pfizer Upjohn products to benefit from the incredible tendering and contracting capabilities that Mylan has in the developed markets. So it's truly synergistic. And maybe, Rajiv, you have some additional comments.
Robert Coury:
Frankly, it's therapeutic categories we're going to bring to the market.
Rajiv Malik:
Elliot, as you know, we have been in the process of building our commercial presence in many of the emerging markets. This coming together, especially in the markets like Brazil, Mexico, Russia, South Africa, South Korea, and I can keep on counting them, this is the immediate opportunity where the cross-pollination and dropping it off Mylan portfolio can further enhance, and we can leverage the commercial strength of this combination much more than on a stand-alone basis. That's one.
Second, the pipeline of the biosimilars. Now we have a -- I think our commercial presence in these markets will be much better prepared to deliver more than we could have done on a stand-alone basis. So if we keep those pieces and find those pockets of the growth, this will be definitely more than offsetting the pressure on some of the LOEs which you were talking about. We remain very -- we see a lot of opportunity, and we continue to -- now in a planning phase we'll look for those opportunities where not only the revenue synergies, but actually -- when we deploy this pipeline what can we do with the same platform more than on a stand-alone basis.
Heather Bresch:
And Elliot, I just want to say thank you for your kind words. And I look forward to hopefully continue to cross paths in some capacity.
Operator:
Your next question comes from Gregg Gilbert from SunTrust.
Gregory Gilbert:
This is for Robert as well as Albert. Can you talk about how you decided what to include versus not include in the combination? I'm guessing, Robert asked for injectables and biosimilars, and, Albert, you said no. But I'm curious, for both of your perspectives sort of how you ended up where you did. And as a part 2, I didn't hear much about vertical integration that's been important to the Mylan history. Robert, perhaps you can talk about whether vertical integration is a key part of the synergies or not as you shift to more of a commercial focus.
Albert Bourla:
Thank you, Gregg. And actually, there was not any discussion like that. Upjohn is very well defined, and all the discussion was how the capabilities of Upjohn could make sense to be merged with the capabilities of Mylan, how they fit together to create -- can create a much bigger value than it's one of the 2 separate. And there's no doubt that this combination creates dramatically more value than any individual of these 2 components could create on itself.
Robert Coury:
I mean I would say, not only do I agree with what Albert said, but I was actually extremely, extremely pleased to find out what actual assets they put in Upjohn because it fit us like a glove. It would have taken us, I kid you not, Gregg, probably another 3 years to get to this place. We were moving in this direction. But this has not only accelerated our ability to complete and get there today literally, after the announcement of this transaction we will have everything that we need. But at the same time, it really strengthens our financial and our balance sheet profile. So when you take a look at -- scale does matter in the health care industry. And if you take a look at some of the overhang that our industry has been suffering with all the price fixing and all the opioids and some of the other stuff, with this new scaled balance sheet, it just puts us in a complete different profile. And I believe a lot of that overhang is going to be lifted all by itself. So look, scale does make a difference. So not only did this complete the strategy, but it just gave us a completely new different profile and, hence, why we have the confidence to change the business model to return capital to shareholders immediately.
Rajiv Malik:
And I think there was a question, Robert, about the vertical integration. And Gregg, definitely, vertical integration will be continued one of the driver of synergies and will leverage our network, not only just Mylan network, but also the very strong spy network, which is coming along with Upjohn. There's another opportunity for us to do more with that.
Robert Coury:
And lastly, on the synergies. I do want to say we do not have presently top line synergies in our estimation, in our models. And I think that that's critical because I'm telling you the real exciting part for us is the top line synergies.
Operator:
Your next question comes from Ronny Gal from Bernstein.
Ronny Gal:
Congratulations to Mylan on a nice quarter, and I want to add my congratulations to Ken and Heather and thank them for the service to the company. I really appreciate our interaction over the years.
Just want to come back a little bit to this governance issue and just come and go over a couple of specific, and I wonder if you can just -- let us just frame a couple of things for us. First, before Mylan went to Europe, you were stakeholder companies. Can you just confirm to us you're going to be a shareholder company and not a stakeholder company under the new regime? Second one is the current Mylan Board rules include a few items which make it hard to get shareholder involvement like allowing only Board members can nominate new Board members. Can you confirm to us that, that none of that will be part of the new companies? And then on the operations, Mylan has the policy of paying its executives the 75% of the industry. Is this going to continue to be the policy? And lastly for me, for Ken, I noticed the projections for 2020 are for adjusted EBITDA, the $7.5 billion to $8 billion. Is this adjustment solely for the merger or some of the traditional adjustments on the Mylan -- of the Mylan pro forma are still carry on to newco?
Robert Coury:
I'm going to let Ken answer that last question first.
Kenneth Parks:
Sure, Ronny, and thank you for the comments, and thank you for the comment at the beginning as well. Yes, the 2020 adjusted EBITDA does include the typical adjustments that we've disclosed and call out and outlined in our press release. So it is on the same basis as we had been reporting Mylan in the past.
Robert Coury:
But you can rest assure, Ronny, when we get together with you, one of the things that I've heard from analysts and from some even the buy side is about transparency. You have my commitment that we will be meeting with you and other analysts and some of our buy sides, some of our larger shareholders, to work together, to try to figure out, to make sure because if we don't show you and really get into the details about how to model our business, then you're going to be left on your own. And this truly -- this transformational transaction that really transforms Mylan as a company, not our strategy, but Mylan as a company, which I'll get to governance, what I'm saying is we are going to sit with you and we're going to come up with the right way to profile this very unique company that's really an n-of-1.
And the other thing that you're going to find, I believe, that our comparators are going to be more as a consumer. When you take a look at our cash flows, when you take a look at the sustainable, when you take a look at the sustainable free cash flow that could be generated over the long haul, short, medium, and long, you're going to find that our comparables are going to be more like a consumer, more like a animal health, but the only difference between their models and ours is theirs is cash pay and ours is reimbursable. So I don't think that there's going to be another -- you're not going to find a reimbursable model that has such a sustainable cash flows. And the only way I can compare it now that we've created this profile is more the consumer and [ animal health ]. In terms of corporate governance, so look, Ronny, I think all of our shareholders know one thing. I don't make up things. So if I tell you I'm going to do something, it's done. So let me just be clear. I would have never come back to the United States if I did -- if we weren't ready to turn this company back over to shareholders. If you ask me what the big, big -- this is like Alice in Wonderland from a governance structure of where we come from, Pennsylvania, Netherlands, now to go to Delaware. You can't get any more shareholder-friendly than Delaware. We put together a governance structure that is absolutely aligned with Delaware applicable law. We are extremely -- I work with Pfizer very closely, and they weren't easiest people to work with, I'd tell you that, when it came to corporate governance. But I felt like there had to be a lot of give and take with Albert and myself. And I think we really reached a right place. We are committed. I don't make s*** up. You know that. All I'm telling you is if we come back and we are truly going to -- not only we are shareholder-friendly structure company now, but the way we're going to return capital to shareholders from day 1, you're going to see it's -- and in terms of the election of directors, it's all back to standard Delaware shareholder-friendly structure.
Operator:
Your next question comes from Umer Raffat from Evercore.
Umer Raffat:
Congratulations on the deal. Robert, first one for you. And I know you're a big-picture guy. How did you get comfortable with the China pricing concerns? And how are you thinking about whether we get a Lipitor-like moment on some of the other key brands in China? And second one, if we still have the Pfizer folks on the call, I wanted to run their operating margin by them. They mentioned mid-30s for 2020 off of $40 billion top line. And if you run down the disclosed Pfizer financials and what's being divested, you'd normally get to about 30% to 32%. So I almost wonder, is there an allocation of cost that's slightly different than what we've seen on Upjohn in the past?
Robert Coury:
You want to take that Pfizer first?
Frank D'Amelio:
Sure. So Umer, your calculations are right, low 30s on operating margins, but what we said is we think we now need to pivot to income before taxes as the metric we should use and put that over revenue to compute the percentage where you get to the mid-30s. And the reason for that is if you look at some of our recent actions, for example, the consumer joint venture, we're shifting income from, I'll call it, above the operating income line to below the operating income line. If you look at the Array acquisition, we're going to be receiving royalties that will hit below the operating income line. And that's in addition to things like the dividend, for example, and the royalties we've been receiving from XTANDI for overseas sales. So the mid-30s is calculated based on that income before taxes, which includes the impact of other income. That's why there's a difference in the calculation.
Robert Coury:
And Umer, first, thanks for the question. And I have to tell you, it wasn't a complicated understanding. I actually think that when Albert found out how much work I was doing in China, I mean it was from like second 1 our vision was aligned, our strategic strategy aligned, our ultimate objective aligned. I mean there was so much alignment because of all the work that we've done in China. So everything that I saw that they have, everything I knew that we were doing, it's -- this is not even stress. This is a real opportunity to bring an engine to this commercial portfolio. They have a position in China that really is of envy. I have to tell you it's of envy. The coverage that they have in China, even other Western companies that are in China do not necessarily have their footprint or coverage.
And you remember, China is a developing market. So when I say developing, unlike the United States that's developed, when you are working in a developed market, you have limitations. When you're working in a developing market, you have a tremendous amount of opportunity. You can rest assure that China and the growth that we see in the whole Asia Pacific region is going to play a huge part as we look out into the future. So when I saw everything and all the changes that were occurring in China, we were well aware of everything that was happening in China. We knew exactly what levers to pull for the offsets that we can bring to the Upjohn organization because you're going to see that China will not be by itself. When we talk about our future reporting, just to give you a little headline, it will probably be -- look like developed markets, the emerging markets and then you're going to have the Asia sector. In Asia, China is only going to be one. You're going to have Japan. We're thinking about Korea and all the other markets. So there are so many -- there's so much more mitigating offsets to what's happening in China that I think Upjohn by themselves, in my humble opinion, I think would've faced more pressure than the soft landing and ready, now the potential to return to growth throughout the whole organization because that asset is no longer isolated. It's now part of even a much larger global platform. Michael?
Michael Goettler:
And just to add a couple of things, Umer. I mean just to point out, Mylan itself also has a 500 people strong organization in China, so they are not naive about this market. We had a very open, a very transparent discussion about what's going on and what the outlook is. And we fully expect a contraction of CMS. That's what's reflecting in our guidance. We know that. But as Robert pointed out, this is a developing market, and there's still huge opportunity. Just to give you again one number. A simple disease like hypertension, you have 300 million patients in China -- 200 million [ or ] 300 million patients aren't even treated or diagnosed yet.
So there's a large volume play in addition to everything else going on. We think after rebasing we can fully participate in that and that with the Mylan pipeline even more. If you look at the -- Upjohn basically was a player in cardiovascular, CNS, pain, a little bit of urology, but the big disease you want to go after is respiratory. You want to have diabetes. You want to have oncology, and that's all things that the Mylan pipeline provides.
Operator:
Your next question comes from Gary Nachman from BMO Capital Markets.
Gary Nachman:
Congrats on the deal as well. When you think of the expected mix for newco at close, what would your ideal targets be for both product and geography in 3 to 5 years? How much lower could the U.S. generic business potentially be over time since that's really been the biggest drag on Mylan's overall valuation? And then, Robert, if you do strategic M&A going forward, what are the areas you'd be focusing on after you delever to the 2.5x target? And are you thinking of any divestitures of any businesses potentially at close of the deal, whether product or geography, if you think those don't make sense for the new company?
Robert Coury:
Well -- and what Michael went over when he went over the slides, I think, we're now down to only 15% of our entire business, which is unbelievable for Mylan to make this statement, but down only to 15% of the U.S. generics. Frankly, I don't want to go any lower. I just want to replace the product portfolio with a much more higher-quality portfolio, but I don't want to go any lower because the U.S. deal is a very lucrative, very valuable market. So I would prefer not to go any lower. I don't -- I think we've diversified enough. I think we'll just continue to enhance the quality of that portfolio.
And in terms of -- what was the second one about diversity? Or no, it was about...
Kenneth Parks:
Divestitures, divestitures of business.
Robert Coury:
So here's what I would keep you guys focused on. Listen, this is -- I think this is just the beginning of unlocking value. I don't even think we're even close to the type of value that we can unlock. Because with this announcement today, when you have a real solid presence like a real presence in the Asia Pacific region, wait till you see the capital that's available on the Asia Pacific region side. Fully, you should expect the continued growth of that Asia Pacific region. And I do believe that we're going to be supported by Asia Pacific capital. There are many institutions that have already approached that want a piece of what we've created. And I can only tell you that again because I have a 3-, 4-year runway, Rajiv and I, that we spent so much time over there, we already kind of sort of know the next 1 or 2 steps where we can go to even further unlock the value, not just for this transaction, but as a result of this transaction we'll have access to capital in that region that we would have not had otherwise.
Rajiv Malik:
Just to complement on the mix question both geographically and product types. I mean I would say actually what we have is pretty awesome. You look at the distribution of roughly half developed markets, half Asia and emerging, that gives you a good balance in terms of diversification, stability as well as opportunity to participate in growth. And on the product side, you have about 1/3 generics, only 15% U.S. generic, as Robert pointed out. And you have a portfolio that anywhere in the world can play on the entire spectrum of health care. You have generics, you have brands, you have OTC, you have biologic and we can twist and turn that by market and adjust it to local market needs, but it's a very powerful mix of a portfolio.
Robert Coury:
Right. And we are starting off structuring the company in a way where we can absolutely keep our options open, Gary.
Operator:
Your next question comes from Navin Jacob from UBS.
Navin Jacob:
A couple questions, if I may. One for the Pfizer team. Albert, over the past few years when Pfizer was discussing a split-up of the company, whether to split or not, one of the talking points was that the established group at that time would not be considered for a split because of the declining multiples in the spec pharma generic space. And eventually, you folks didn't split the business and have gone down a path of increasing the innovation -- innovative business now and then created the Upjohn unit, which you're now spinning off.
But I guess the question is, the multiples from the time when you were saying that you weren't going to split, the multiples of spec pharma generics have only declined even further to the point that Mylan was trading at a very, very cheap multiple. And conversely, Pfizer's multiple has increased. And so what changed wherein it made more sense now to spin off the Upjohn unit into a environment where there's single-digit multiples, low single-digit multiples, for that matter? That's number one. And then for the Mylan folks, very strong quarter on cash flows. You reiterated guidance. Just wondering just for the second half just the -- how those cash flows may phase in for Q3 and Q4, please.
Robert Coury:
Why don't we take the Mylan one first because that's an easy one. Ken?
Kenneth Parks:
Yes. So Navin, you know that we talked about over the last few months how our cash flows are heavily back-end-weighted every single year. And in fact, over the last 4 years, we've generated about $1.5 billion of our total annual cash flow in the third and fourth quarter. What I would tell you is like in the commentary that I had earlier in the call, it's probably going to be a little bit more heavily weighted to the fourth quarter than the third. I don't think that's going to be overly imbalanced. But what I will tell you is that, as we continue to work on working capital velocity initiatives, many of those come to fruition really in the fourth quarter, sort of weighted a little bit more heavily to the fourth quarter versus the third.
Albert Bourla:
So let me say, first of all, that we spoke a little bit about multiples. But this has nothing to do with any type of financial engineering. This deal has to do with creating value in excess of what Upjohn value has within Pfizer or in combination with Mylan. And actually from Mylan's perspective, it's exactly the same, creating value in excess of what Mylan was right now compared with combination with Upjohn. The internal separation of Upjohn for operational reasons, not for any type of financial engineering, was a significant theme in the value-creation thesis when we announced its creation. Upjohn has a very different business model than remaining Pfizer. And that's why we felt that a substantial autonomy was essential for its success.
Now we have to compare this compared to the opportunity to create even more value by putting the 2 together, and we spent the last 1 hour explaining the substantial benefits that both companies are seeing by putting together this combination. So my answer it is that this is a great deal for Upjohn because transforms to create a much more substantial value for their business model. And when it comes to the remaining Pfizer, it is not about again financial engineering. It is about growth. It's not about size actually. It is about growth. And the way I see it is that a good gardener always prunes the tree at the beginning of spring. And this is exactly what we do with Pfizer. Create this autonomy right now in Upjohn, and we have the Pfizer, but we're going to be a very different model position for industry-leading growth.
Robert Coury:
And the only thing I would complement, Albert, just to say I don't -- first of all, I want to welcome the Pfizer shareholders. I don't think you would have done this transaction -- or I don't think without you knowing my commitment, especially to that dividend, okay. I think we would have not done this transaction if you didn't know that myself and our Board of Directors weren't going to be committed to that capital return to shareholders starting with that dividend and to also give them upside potential. So I couldn't agree with you more in what you've said.
Operator:
Your final question comes from Akash Tewari from Wolfe Research.
Akash Tewari:
Congrats on the deal. So based on the math that you released, it suggests that U.S. generics will contribute about $2.4 billion to $2.5 billion in revenues in 2020, which I think is a bit lower than what investors were expecting. Is there a potential that the newco could beat that number? And what does that imply for price and volume erosion going forward? Additionally, does that bake in any divestments from an FTC perspective? And then it looks like in emerging markets, Lipitor was down 40% quarter-over-quarter. If China is roughly a $2 billion business, how big is the net impact of this rebasing? And how would that affect the long-term growth rate of the business going forward? And then finally, how much additional corporate expense from Pfizer's corporate allocation was put into the newco? Our math is suggesting about $1.2 billion. Does that sound about right?
Kenneth Parks:
So on your first part of your question, look, I think we can probably help you with the math, if we need to do that, after the call. But what I would tell you is we're anticipating the U.S. generics business by volume to be relatively -- volume and revenue volume to be relatively flat year-over-year going from 2019 to 2020. We do have baked in the impact of the pipeline and the new product launches. And we also are anticipating high-single-digit price erosion, just like we've seen on that part of the business this year. So it should contribute about the same on the top line as it does in 2019.
Frank D'Amelio:
Very quickly on Lipitor, the numbers I have is $622 million for the first quarter, $407 million for the second quarter, so about a $200 million drop.
Robert Coury:
And in terms of the corporate expense, actually, there were -- Upjohn by itself, there were TSA agreements that were put in place with Pfizer. Quite frankly, that's one of our immediate synergies because the numbers that I -- that we looked at actually had those costs in there. But because we have the infrastructure already in place, that's going to be immediate synergy for Mylan in year 1.
Melissa Trombetta:
Well, thank you for joining us today. That concludes our call.
Operator:
Ladies and gentlemen, this does conclude the analyst and investor call to discuss the proposed combination of Mylan and Upjohn, a Pfizer division. Thank you again for your participation. You may now disconnect.
Operator:
Good morning, my name is Christie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Mylan First Quarter 2019 Earnings Conference Call and Webcast. [Operator Instructions] Thank you. I will now turn the call over to Melissa Trombetta, Head of Global Investor Relations. Please go ahead.
Melissa Trombetta:
Thank you. Christie. Good morning, everyone. Welcome to Mylan's first quarter 2019 earnings conference call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2019. These forward-looking statements are subject to risks and uncertainties that could cause further results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier today, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a further explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure Reg FD. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to those measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our first quarter earnings release and supplemental earnings slides, as well as on our website. Let me also remind you that the information discussed during the call, except for the participants questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather Bresch:
Thank you, Melissa. Good morning, everyone and thank you for joining today's call. Mylan's first quarter represents a solid start to the year. Importantly, and that's the continued evolution of our industry in the US and around the world, we remain positioned to reaffirm our full-year guidance. Following my remarks, Ken will give more details on our financial results and then Rajiv and Tony will join us for Q&A. I'd like to first provide some high level color on our quarter, starting with revenue. Our top line results fell within the range of where we thought they'd be, however slightly softer against our own expectation, mainly due to FX headwinds and temporary business disruptions due to the adoption of serialization across Europe and when you look at our results against consensus, it tells a similar story. We recorded $2.5 billion in revenue versus $2.7 billion consensus, a difference of $200 million. $131 million is due to FX, while $58 million was due to business around timing of the serialization throughout Europe. So 2% of the miss is warranted towards business which is timing with the overwhelming majority being due to FX. On the bottom line, we came in ahead of where we expected at $0.82 of adjusted EPS, mainly due to gross margins coming in at the high end of our guidance range, while also having some positive offset from a timing perspective and G&A against our increased sales and marketing spend. As we shared with you last quarter, given the evolution of our commercial and geographic mix, especially our continued diversification away from commodity generics, we believe 21% to 22% of sales is the right level of adjusted SG&A investment. With that said, we will continue to calibrate our spend based on returns. Finally, given the swing, an adjusted free cash flow this quarter from a year-over-year basis, I wanted to call out that we did slightly better than we expected. The large swing is due to the timing of key product launches, working capital investments necessary to support the more than $1 billion in new products, we expect to deliver on this year, as well as continued positive progress on the Morgantown remediation. Our confidence in our guidance going forward is based on the benefits we're reaping from the continued diversification of our portfolio pipeline and geographies, including the fact that we've already launched two-thirds of the products we need to hit our $1.1 billion target of new products and have already received nearly all of the required regulatory approvals. The same confidence holds true for our North America segment, even as we continue to weather unprecedented volatility. As I previously noted, the U.S. generics industry is made up of three important and distinct types of markets
Ken Parks:
Thanks, Heather, and good morning, everyone. I'll take a few minutes to provide a quick overview of our financial results for the first quarter. Total revenues of $2.5 billion were 7% lower than the prior year or 2% lower excluding the negative impact of foreign exchange. On a constant currency basis, net sales in both Europe and North America were down 6% and were partially offset by an increase in Rest of World, which was up 11%. The decrease in North America was primarily driven by lower volumes due to changes in the competitive environment and the impact of the Morgantown plant remediation activities and to a lesser extent, negative pricing impacts. These declines were partially offset by new product sales including Wixela and Fulphila and increased market share on our generic Copaxone. The decline in Europe was primarily due to lower volumes of existing products driven by timing of purchases of our products, by customers and temporary business disruptions due to the adoption of serialization across Europe, and to a lesser extent, pricing. Partially offsetting these items were new product sales. Growth in rest of world was primarily driven by new product sales in key countries such as Australia, Japan and China in addition to higher volumes of existing products, including those in our ARV franchise partially again offset by lower pricing. Moving to segment profitability, excluding approximately $70 million relating to the Morgantown restructuring and remediation program combined regional segment profitability declined 8% versus the prior year. The Europe and Rest of World, were down 21% and 12% respectively, reflecting expected incremental investments in selling and marketing versus 2018, as well as unfavorable impacts from foreign exchange. North America, up 1%, reflects contributions from new product sales and increased generic Copaxone sales, which more than offset impacts from lower volumes on existing products. During the quarter, total adjusted SG&A was relatively flat year-over-year, reflecting incremental investments in selling and marketing, offset by benefits from ongoing integration activities along with the favorable timing of certain G&A items. For the remainder of the year, we'll continue to make our investments as efficiently as possible, monitoring and managing such cost to support our top line expectations. For the quarter, we reported adjusted net earnings of $422 million and adjusted EPS of $0.82. Adjusted EPS versus the prior year primarily reflects the impact of the decline in our total revenues. Adjusted free cash flow for the three months ended March 31 was slightly better than our expectations at $27 million, a decrease of $637 million compared to the prior year. As we previously discussed, we expect over $1 billion of new product launches in 2019, which requires incremental investment in net working capital. During the quarter, the year-over-year decline was primarily driven by these investments, including the impact of receivables related to our North America, Generics business and timing of payments of accounts payable. For the remainder of the year, we expect to benefit from growing adjusted earnings, coupled with targeted initiatives to drive working capital velocity improvements. At the end of Q1 2019, our debt to adjusted EBITDA leverage ratio increased slightly to 3.95 times and was in line with our expectations and in compliance with our covenant requirements. As anticipated, our capital deployment priority is focused on deleveraging throughout the year, as we previously stated, we intend to repay more than $1.1 billion of debt in 2019, including scheduled maturities in June and November. We remain fully committed to our investment grade credit rating and to further reducing leverage as we work towards our long-term average debt to adjusted EBITDA leverage ratio target of approximately 3.0 times. We anticipate that we'll achieve this target through both continued debt repayment and EBITDA expansion. Finally, as you've heard earlier, we are reaffirming our full year 2019 guidance that we provided this past February, including total revenues to be in the range of $11.5 billion to $12.5 billion and it's important to note that out of the more than $1 billion in new product revenues this year, we've already launched over two-thirds of the related products. In addition, we expect full year adjusted EPS to be in the range of $3.80 to $4.80 and adjusted free cash flow in the range of $1.9 billion to $2.3 billion. A quick comment on calendarization as you think about modeling, we continue expect adjusted EPS to be approximately 4 to 5 percentage points higher in the second half of 2019, as a percentage of the total year, relative to the contribution in the second half of 2018. This is due to the higher profitability of new product launches and the expected favorable impact of investments in selling and marketing. With that, we'll now open the call for your questions.
Operator:
[Operator Instructions] We'll take our first question from Elliot Wilbur of Raymond James.
Elliot Wilbur:
Thanks, good morning. Last couple of times on the conference calls, you guys have talked about the formation of this business transfer nation office and instilling sort of a new capital markets discipline sort of across the company across all systems divisions, product lines, et cetera. I guess from an external vantage point anything that we can see or anything that you could talk about in terms of maybe tangible outcome measures that have been delivered as a result of this new capital markets discipline or I guess it's just maybe going to be a little bit difficult for us to kind of see some of these measures actually worked through the company and unless we kind of see over performance in terms of near-term financial. So I'm just wondering if there's anything you guys can sort of 0.2 in terms of outcome measures there that have been generated as a result of these new efforts. And then just kind of a corollary for Ken for sometimes, you guys have talked about sort of maybe looking at new or alternative financial metrics or at least sharing with us some of these different metrics in terms of how you guys think about the business and I'm just kind of wondering sort of where we are on that process and what's on those metrics might be. Thank you.
Heather Bresch:
As you noted, we have been talking about the work that we've been doing on this front and certainly look forward to putting more substance around that for you guys at Investor Day later this year and I think that as you think about the work that we started in the fall that's going through 2019 would really benefit us 2020 and beyond. So certainly there is nothing to see from 2019 perspective, I think that this work for those familiar with it is, as I mentioned, a very granular level every SKU and you can imagine across our 7,500 products business in 165 countries that we're in and really taking this financial lens and disciplined approach is certainly going to allow us to reallocate in some respect our resources and the key brands and some of the opportunities that we have and continued us to bring that focus across the geographies and business we're serving. So, we'll look forward certainly to bringing more of that around Investor Day, as to the metrics and I can let Ken, certainly supplement but that will obviously coincide as we think about 2020 and beyond in the right metrics that we believe are the right ones to measure our performance as well as our outlook. So certainly, there'll be more of that to come as we look at those complementing, our existing start plan, and our existing opportunities as we said, predominantly organic to continue to grow and deliver future shareholder return.
Ken Parks:
Yes. And I think Heather covered most of that already. But the metrics, we will be looking at are definitely coming out of this review. And as you said, it's a very granular review, I would say the granularity of it is the new piece. Looking at the business with a disciplined lens on returns and where we invest the money and how we actually measure the business as we go down the path is something that has been built into the business. But this next step of taking it to a granular level and looking product by product. Our product family by product family and looking at all the cost it takes to generate that revenue and to support that revenue is really the work that we're doing and it's not just being done only in this business transformation office that we talked about by our teams across the world. So as Heather said there's a lot of work going into it. We'll come back to you with some metrics. We’ll talk about those at our upcoming Investor Day later this year and we would intend to tell you how those kind of effect, how you should look at us and measure us and ask questions on it as we move into 2020 in later years.
Heather Bresch:
And I would just add to come full circle. We absolutely see financial benefits to that. I think as you look at the returns in the value, as you look at value creating and value consuming assets. There's absolutely financial benefits to be gained from this exercise. So we look forward to bringing that forward.
Operator:
Your next question is from Chris Schott of JPMorgan.
Chris Schott:
Just had a couple questions on the European business. I think your business eroded about 6% constant currency in the quarter, can you quantify how much of that is the impact from the serialization and timing of purchases versus how much of that is from just price and broader business erosion? As my second part of this question is then when we think about the disruptions from serialization. Is this something that just pushes out into 2Q or later in the year, what do we think about this more as a reduction in channel inventories and just I'm still struggling a little bit how we get from the Q1 results to the mid-single digit growth that you're targeting for the year. Thanks very much.
Rajiv Malik:
Hi Chris, this is Rajiv. I'll take your question, the business in Europe, primarily, I'll call it as a stable and steady with key brands, responding to the selling and marketing investments which were putting on, this is a timing issue and this is primarily due to -- not due to the pricing, but primarily due to that disruption, because of the implementation of serialization lastly without third party manufacturers, it's behind us, we have come to the normal state of the supply, and the second big factor was of course ForEx but on consistency that 6% is primarily due to the serialization.
Ken Parks:
When you think about getting to the mid-single digit growth as we move through the year also repeat that statement that we made as we gave our guidance for this year of the new product launches, specifically in Europe and rest of world, they would be more back-end weighted, we obviously had a large product launch in the U.S. that you're all aware of, which is Wixela in the first quarter, but you will see more growth in the second half coming from new products in the other two segments being Europe and rest of world. And on top of that, as we also said, as we're investing in selling and marketing, as we move into this year, we'll see the benefits of that more occur in the second half.
Operator:
Your next question is from Greg Gilbert of SunTrust.
Greg Gilbert:
First for, Heather. I just want to be clear, this economic exercise that you're talking about that is not to be confused with the strategic review, being conducted by the independent Board members, right. The last call you said that review is nearing completion. And my second question is for Ken. What are these working capital investments, tied to the new launches. Are these launches that have already been done, but not yet launched, are these potential products that you're not guiding to but hoping for please put some color around this pretty big working capital investments. Thank you.
Heather Bresch:
Yes, two separate and distinct this economic contribution work that we're doing is certainly something management giving where we are after the 10 years of integrating assets really our opportunity to step back and like I said, take this moment in time to truly drive this company and manage and on value so that exercise is what I'm speaking out. To your point on strategic committee, again, believe what I said last quarter still remains true, which is, there is a tremendous amount of work being done and that when they're ready to report the strategic committee will report on where they are, and we believe that will be in the near term.
Ken Parks:
And on working capital investments if you'll indulge me for just a minute. I'll give you a couple of tangible examples. So maybe that helps you understand what we mean by the commitment and the resources for new product launches. If you think about timing of new product launches. I'll give you two examples, we launched our generic Copaxone, in the fourth quarter of 2017. Therefore, if you think about how those receivables build and get collected and how that affects the year-over-year comparison. It was launched in the quarter so by the time you got to the end of 2017. We had a measurable amount of receivables from the launch process sitting on our books. They got collected in the first quarter of 2018. So when you compare that to the Wixela move we launched Wixela in mid to late February. So by the time we get to the end of the first quarter you actually still have the receivables or many of them sitting on the books but you then collect in the next quarter. So when we talk about working capital commitments to support new product launches, that's one of the ways that we mean and part of that is timing because that doesn't mean we're not going to get those receivables in the door, but when you count at quarter end and based upon the timing of when you launch, you could have some comparability issues on a year-over-year quarter. So that's for those that we've actually launched, but then I'll also tell you that there are working capital commitments as we get ready for launches. As we build up inventory and if you look at our inventory balance between December 31st of 2018 and the first quarter of 2019, you will see a couple of hundred million dollars of inventory growth and a part of that is due to preparation for launches of products as we move into the next few quarters. So it's a combination of both of those things and that commitment to net working capital while it may be timed a little bit differently is obviously good and supported by the fact that we have regulatory approvals for not only those obviously already launched. But the remainder substantially all of the remainder of the pipeline that's to be launched for the balance of this year.
Operator:
Your next question is from Jason Gerberry of Bank of America.
Jason Gerberry:
Heather, you made a comment just about payers giving preference for brands. I know in the case of Advair, Express Scripts had given some preference to brand. So as we think about Wixela I’m trying to forecast that through the rest of the year, it does look like market share had started to stabilize over the last few weeks and any color you can provide us on what's going on at the payer level, is this improving in anyway? Any signs that you could see an uptick in market share for Wixela? Thanks.
Heather Bresch:
Sure. I'll start and then Tony, if there's anything you want to add. I think as you pointed out, the launch, we are very happy and pleased with the launch and the market uptake, certainly as we've talked about these complex products. We certainly had not thought about them in the traditional oral solid dose sense and kind of that market share uptake. We've certainly looked at these much more of a longer ramp with a - then a longer tail, especially in the sense of generic Advair because we certainly don't see competition anytime soon. And I think that as your commentary around, do we see that stalling a little bit? Yes, I think you had the first uptake because of – I think the successful launch. I think we continue to be encouraged by opportunities that we have that we think will continue to bring that uptake closer to where our expectations were. Because I think if you look at the entire generic marketplace between the AG and Mylan, the uptake I think it's running about 45% to 50%. So you're seeing that uptake and – but I absolutely see further opportunity for Mylan as we continue to work with the payers and continue to make sure that net is at the right place for everybody in the supply chain including the patient at the pharmacy counter. So it's certainly a balancing act across all of those fronts.
Tony Mauro:
And thanks, Heather. And maybe just to mention, I think what's very important with Wixela is, we knew coming into this product launch that half of the business. With the Med D business half of it was a commercial business and it was really why the strategy on this low WAC at point of launch that transparency and visibility that talk to payers, ensure the pharmacies and the patient were all kind of connected in terms of how we can drive affordability and access. And if I think about this launch, three months post-launch almost 50% generic utilization on a complex product. This is actually going very well and I think there is additional opportunity to work with the stakeholders in the system. Great opportunities with our payers, and PBM partners to drive additional ramp and share over the coming months throughout the end of 2019.
Operator:
Your next question is from Gary Nachman of BMO Capital.
Gary Nachman:
How are you thinking differently about the extent of spending levels this year It sounds like tone may have changed a little bit there. And I know you reaffirmed guidance, but if the topline doesn't materialize the way you hope, where would you consider scaling back on the spending side. And then just on biosimilars, just give us an update there and what sort of contribution you're expecting this year and how much that could potentially ramp up next year? Thank you.
Heather Bresch:
So I'll start on the spending or the investment. Look, we still see that 21% to 22% range as the right range. As I said in my opening remarks that we will certainly be conscientious around the returns and what – that is returning from a – return on investment perspective. But I can tell you that certainly as you think about our product mix, both as we continued to diversify away from commodity type product. So as you look at even here in the U.S., our specialty products, these complex products that have different services and things wrapped around them as we think about launch and providing the same services as the brands do to the customers and our patients. Just as when you go to Europe and look at our mix between brands and OTC, obviously these sales and what we're already seeing benefits from quite honestly is that investment in these key brands and what they're returning from that investment and certainly our rest of world where we've got the highest growth potential as we're bringing those assets into the market, as the dollars required at launch time and giving that couple of years time to reap benefit is something that we're certainly committed to. So I think on the very near term, we're obviously watching closely and we'll continue to manage this platform and all the moving pieces of it responsibly. I think that we'll also continue to show that willingness to invest over the longer term is something that has paid dividends to let us be where we are today with the products that we're able to launch. And now, I think being able to provide that level of investment continues to differentiate the hybrid model that we've created and that ability to provide everything from being competitively on a cost structure basis as well as allocating the right resources behind important products and key brands that we have in our portfolio.
Operator:
Thank you. Our next question is from...
Rajiv Malik:
On biosimilars, the launch of Fulphila, the launch of Ogivri in Europe, Hulio in Europe will continue to drive that significant contribution in the new launch bucket. Fulphila has been a very successful launch from a U.S. perspective and will be a key contributor. We are also getting launch, getting digital launch, our biosimilar to Trastuzumab at that time and we will be here at the time of the market formation in U.S.
Operator:
And your next question is from Liav Abraham of Citi.
Liav Abraham:
Ken can you provide the actual dollar revenue number for Q1, new product launches, both in the U.S. and ex-US? Thank you.
Ken Parks:
Sure Liav, thanks for the question. For the first quarter, it was approximately $250 million and I would tell you there is more heavily weighted to the U.S., you wouldn't be surprised by that based upon the Wixela launch. So I'd say approximately $200 million of the $250 million came out of the U.S., the remaining piece was split relatively evenly between Europe and rest of world. And also it also further supports the commentary that I provided earlier that says we had anticipated just as we had anticipated, the new product revenues in Europe would be more – Europe and rest of world would be more weighted to the second half.
Operator:
Your next question is from Umer Raffat of Evercore.
Umer Raffat:
Rajiv, I'm still trying to learn a little more about field relations so bear with me here but with my sense that what serialization required was anti-tampering and unique identifiers on in machine and human readable forms on medicines. Was that effectively the scope of it, and if so my question is wasn't it well understood that there is a deadline and because this topic didn't come up across all the earnings I have been listening to across the sector so that was one. And then one for you Ken as well on SG&A, I noticed stock-based comp was excluded this quarter in the GAAP to non-GAAP. Was that an accounting change and was that stock-based comp exclusion embedded in the SG&A guidance for the year?
Rajiv Malik:
So Umer, I'll take the first one. Thanks for your question. We have 45 internal sites, which are absolutely ready to go. And there was no hiccup as per as those 45 sites were concerned. But in Europe, our business is still quite a bit of reliance on a lot of third parties, and while we have been working feverishly with them. It's sometimes when the data transfer happens from the third-parties to our system and when you see that volume that's what perhaps was not anticipated. And second is from yes U.S. it's just according and the temporary dense, but in Europe, the pharmacies also needs to be ready to accept that and that's where the second point of the misalignment. The good news is that we are all over it and it's behind us and there is no, as we go on the rest of the year. There is no further impact of serialization on the supply disruption in fact we are back, we have created the backlog and back on the normal trajectory.
Ken Parks:
More on the stock-based comp. you're correct. You say that it was added back in the quarter it’s an adjustment to the quarter, but let me give you a little bit broader color to that to know what's going to happen for the year. As you may remember and as we disclosed as we move through 2018. We had basically reversals of stock-based comp expense ultimately relating to Blue Team 6 where we did not achieve that target. And as a result of those movements and reversals of previous expense, we actually ended 2018 with basically net zero stock-based comp in our 2018 results. So as we moved into 2019 as we put together our numbers for 2019. And based upon how many companies handle stock-based comp and there GAAP to non-GAAP results. We made the decision to adjust it out of our numbers to make the year-over-year numbers comparable. So you don't have the noise from no comp – stock-based comp in 2018 and you do have the stock based comp in 2019. So yes, it was anticipated it may have some choppiness within the quarters by a couple of pennies just because in some quarters, we're recording expense last year and in some quarters, we were taking back expense, but I can tell you for the year. The result, based upon – the way we're treating it from an accounting perspective now, is that you will have zero in 2018. Because of the way that the adjustments came through and you will have zero in 2019 based upon us adding it back to our results.
Operator:
Your next question is from Ami Fadia of Leerink.
Ami Fadia:
Just had a follow-up question on Advair, generic Advair do you need the market share to go up meaningfully from here to the rest of the year in order to pay to your total new product sales target. And separately with regards to the strategic review, can you give us any more color around what additional needs to be done before you're ready to share some of that with us. And is that something that would be shared at the Analyst Meeting or could happen prior to that? Thank you.
Tony Mauro:
So maybe just start with Wixela very quickly as I mentioned yes, we are very happy with the initial three months result of Wixela. And when I think more than anything is the opportunity we have here near term for the rest of the 2019 and beyond. So we’re going to be very smart and how we look at the tactics to drive the appropriate share to maximize this product, not just for 2019 and the years beyond. And I think we are working with those stakeholders, who are working over that kind of matrix of each other. Between the pharmacy and the payer and we're actively working with them to make sure we can increase that share in the coming months.
Heather Bresch:
And as far as the strategic review as I mentioned earlier, I'm not going to speak on behalf of the Board and the strategic review committee they're doing their work. And as I said expect that they will come out when appropriate, and discuss where they are with that. And as I said, I believe that will be in the near term.
Operator:
Your next question is from David Risinger of Morgan Stanley.
David Risinger:
Yes, thank you. I guess first Ken could you just speak to your expectations for GAAP cash flow and adjusted cash flow for 2019 and whether there are any changes versus your expectations in February. And then I guess my second question is with respect to the revenue hockey stick that's reflected in guidance given the 1Q - obviously 1Q came down and you're reiterating your revenue guidance, it is a range, but could you help us understand you know why the revenue will step up so dramatically starting in the second quarter and how we should be modeling this hockey stick over the next three quarters? Thank you.
Ken Parks:
Thanks, David on adjusted cash flow. I'll start out with and that is what we give you guidance on absolutely no changes. I mean, as we said, well, the first quarter was light in absolute dollars on cash flow. It was actually slightly better than we expected based upon our working capital initiatives, even though we did have an investment and some timing issues around the support of new product launches. So I can tell you very clearly the guidance that we're giving today of $1.9 billion to $2.3 billion is exactly the same as we told you in February. As far as the revenue, I'll give you a couple of comments and maybe someone else wants to chime in but also just. I think one of the biggest things to remember. And I just gave Liav, these numbers for new product revenues. In the first quarter we had approximately $250 million of products revenues coming from new products launched and or carried over from last year. We have a roadmap to $1.1 billion of new product launch revenues in 2019. So we started that, we've seen the influx starting to come in, but we only seen $250 million from at this point in time. The good news about all of that is that we have actually launched about two-thirds, maybe slightly more than two-thirds of the products to generate that $1.1 billion and those that haven't been launched have already been in almost all cases they're all regulatory and science approval process. So part of what we expected and are reiterating today is that this would be a heavier new product revenue contribution in the second half versus the first and that's one of the primary reasons for the change in the trend line as we move from first quarter through the four.
Operator:
Your next question is from Louise Chen of Cantor.
Louise Chen:
So can you just help us maybe give a little bit more color for the revenue growth from first quarter to second half 2019, we break out a little bit more. What's new launches in the year to give some color there let us understand and then upcoming launches that haven't yet happened in any significant product in there. Thank you.
Ken Parks:
Louise, I think I understand what you're asking. But let me see if I can answer it this way, the biggest buckets. If we take the 1 billion one of new product revenues for 2019, you can kind of at this point divided into three buckets, about a third of it comes from the carryover impact of products that were launched in 2018 but hadn't had the full-year impact in 2018. So there is a carryover benefit into this year of those, and obviously they been launched in they have traction and they're moving through the process. The next third is primarily from Wixela from the generic Advair launched, the full year impact of that in 2019. So there's two-thirds of the 1 billion and the remaining one-thirds comes from those products that we will be launching as we move forward from this point. So I think that's what you're looking for as far as carryover and in year impact and you can break it into those three buckets.
Operator:
Your next question is from Irina Koffler of Mizuho.
Irina Koffler:
Just focusing a little bit more on the big picture, do you think the company would be more competitive if focus itself around selling higher, some higher margin branded products that would also allow you to leverage the sales force towards some of your more complex in Specialty Generics and would you be willing to consider acquiring any. Thank you.
Heather Bresch:
Sure. So let me start by just saying, I think as you continue to see our evolution and we've shared some graph, I think even in our slides today that show our evolution around the buckets commoditized generics complex and specialty. We continue to see that value and moving up that value chain of products like a generic Advair, Copaxone or Herceptin. These products that obviously are going to be the bulbous of continued opportunity and growth from that perspective, the complement that we certainly have the branded side of our business, which we have continued to build a very good respiratory niche. So as we utilize our sales force and sales representatives to go out and continue to build on our YUPELRI launch, our performance and continue to build around that expertise in respiratory. We also benefit from some smaller sales forces that give us a lot of synergy between our institutional business as we continue to grow our injectables business, as well as niche opportunities whether that's wraparound services for Copaxoneor being able to be very targeted around women's health products. So we have actually created a lot of nimbleness from how we're attacking the commercial side and the infrastructure from a sales force perspective, so that we absolutely can continue to layer in their products that makes sense that again if we look at reallocating resources and capital behind, those products that have not only brand in nature, but from our perspective give a have a therapeutic benefit and it's synergy with where our we are trying to in energy is. And yes, we're constantly looking at products that complement that to acquire as we said that now with this infrastructure, we're able to layer end products like TOBI, which we acquired last year that's allowing us to utilize this expertise in a very targeted way and absorbing those overhead expenses
Ken Parks:
Maybe just to add, I think we've given ourselves to do these acquisitions, 5,000 salespeople throughout the world covering all regions and we have a global key brand portfolio really that's growing. Many of them double-digit, products like Creon, DYMISTA, Dona, Brufenand Elidel outside of the U.S. and I think this sets us up very well to position ourselves for growth in both these hybrid products like biosimilars in these markets as well as its brands. So I think we are well positioned to succeed there. And also in our largest U.S. generics market, if you see that construct our business,23%, 25% is coming from the commoditized bucket, whereas 65% -- 75% is between the biosimilar and the complex products like Wixela or Copaxone.
Operator:
Your next question is from Tim Chiang of BTIG.
Tim Chiang:
It's really more of a financial question. Ken, could you talk a little bit about what the impact of the serialization that you talked about in Europe, and how that impacted your cash flows, can you just like your free cash flows were much lower than a year ago period, and how you sort of look at how those free cash flows are going to develop for the rest of the year?
Ken Parks:
Yes, I would tell you that as far as the cash flow we called out what the major drivers and the cash flow changes were kind of in the new products. Timing, as well as some inventory build related to preparations for new products. So it's not a significant driver of free cash flow. And I think we've commented on serialization as far as you're seeing the..
Rajiv Malik:
The total impact of serialization from top line was about $60 million. It's not that it's seasonal.
Operator:
Your next question is from Navin Jacob of UBS.
Navin Jacob:
So just on the U.S. business. Broadly speaking, wondering if you could give us an update on generic pricing, is it has stabilized? You had previously stated that things appear to be stabilizing, wondering if there's any change there, is it similar to what you were seeing in Q4 of 2018? And then also if you could help us with the volume comments in the U.S., any color on the magnitude of the Morgantown remediation versus competition impact on volumes versus any other impact that you're seeing, would be very helpful to us. Thank you.
Ken Parks:
So maybe on the U.S. pricing, yes, I would say, we see similar trends that we've seen throughout 2018 and the end of 2018 here in the first quarter. Like I said, previously, I always thought like stable is zero. I wouldn't say word zero, but I would also say, I don't see accelerated erosion in the U.S. market. As it relates to volume maybe I'll comment on someone else could add. Yes, we had done a number of discontinuations throughout 2018 over 100 SKUs that we had discontinued as part of a process to continue to prune our portfolio and that certainly has played a big role in how much we've seen year-over-year volume declination.
Heather Bresch:
Yes, I don't think there's much to add on that. I think that it continues to be right where we expected and as Tony mentioned not, certainly not from a sequential perspective much change from Q4 to Q1.
Operator:
Thank you. We have reached the end of our Q&A. This does conclude today's Mylan first quarter 2019 earnings call and webcast. Please disconnect your lines at this time and have a wonderful day.
Operator:
Good afternoon. My name is Deidre, and I will be your conference operator today. At this time, I would like to welcome everyone to the Mylan Fourth Quarter and Full Year 2018 Earnings Conference Call and Webcast. All participant lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be a question-and-answer session. [Operator Instructions] Thank you. I will now turn the call over to Melissa Trombetta, Head of Global Investor Relations. Please go ahead.
Melissa Trombetta:
Thank you, Deidre. Good evening, everyone. Welcome to Mylan’s Fourth Quarter 2018 earnings conference call. Joining me for today’s call are Mylan’s Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today’s call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2019. These forward-looking statements are subject to risks and uncertainties that could cause further results or events to differ materially from today’s projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier today, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a further explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure Reg FD. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our fourth quarter earnings release and supplemental earnings slides, as well as on our website. Let me also remind you that the information discussed during the call, except for the participants’ questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan’s express written permission. An archived copy of today’s call will be available on our website and will remain available for a limited time. With that, I’d like to turn the call over to Heather.
Heather Bresch:
Thank you, Melissa. Good afternoon everyone and thank you for joining our call. First and foremost I’d like to thank my colleagues around the globe. Mylan has made tremendous strides in 2018 in delivering on our mission to provide the world's 7 billion people access to high-quality medicine and all the credit goes to our hard-working and dedicated employees. Together we have launched biosimilar in key markets, progressed several scientific programs, overcome regulatory hurdles and continue to advocate for policies that breakdown barriers to access just to name a few. We’ve also said many times before that Mylan's business model is built on diversification across our commercial, operational and scientific platform, making us resilient but not immune to macro industry dynamics and changes within healthcare systems around the globe. Realizing this we have focused on our investment and strategic execution, which had yielded a diverse and differentiated business platform. We believe with this diverse platform we’ll be able to continue to deliver superior returns over the long run. Today 64% of our total revenues come from outside the United States and as far as our product mix U.S. generics make up less than one-third of our portfolio. With that said, even in light of the current industry environment and conditions our results in 2018 were strong. Our 4% decline in total revenues and flat year-over-year adjusted EPS reflects solid execution for Europe and rest of world segment helping to offset the volatility in our North America segment where net sales were down 18% year-over-year impacted largely by three factors. First, we experienced slower than expected uptake of our generic Copaxone even after reducing the price by more than 60%, which perfectly illustrates the current distorted financial incentives within the specialty pharmacy marketplace. That said, we adapted and recalibrated and are now seeing improved pull-through of our Glatiramer Acetate. Second approval of generic Advair did not occur in the timeline we had anticipated but the good news is we received it early in 2019. While we are also seeing misaligned financial incentives for complex products in the retail pharmacy space we were able to apply our learnings from generic Copaxone and adopt a unique launch strategy with Wixela. I'm pleased to report that we received a positive response thus far. And lastly, we rationalized a significant portion of our commodity generic business. After reflecting on the accomplishment of 2018 it’s becoming more and more apparent that one of Mylan's greatest strengths is the incredible agility it's created throughout the company this clearly is one of the core strength in executing against our strategy. Our strong execution and the results of our performance reflect our continued ability to adapt quickly and strategically to market conditions. While at the same time we remain committed to being a leader for the generics industry and advocate for changes to the current structural issues in the U.S. healthcare system that hinder access to generic. To that end, we are extremely encouraged by recent proposals by the administration and the CMS call letter that strives to ensure that generic and brand products are placed on proper formulary tiers, incentivizing generic uptake, as well as creating a much-needed generic tier for specialty. We applaud these proposals and look forward to patients benefiting from the system the way that it was intended to encourage generics and biosimilars. One that allows innovation and competition to drive each other, which in turn creates further access to more affordable medicines. Looking ahead to 2019, we felt incredibly positive about our ability to deliver a strong financial performance. Specifically, we expect to generate total revenues between $11.5 billion and $12.5 billion which is mid single-digit growth versus 2018. This guidance reflects topline growth across all three of our geographic segment North America, Europe and rest of world. And impressively this growth includes more than $1 billion of new launches nearly all of which have already been approved. Unlike 2018, this outlook reflects a return to new launches driven by complex and specialty products that we believe will more than offset price and volume erosion. There has been a lot of discussion about whether or not the U.S. generics industry has stabilized. Value has certainly been extracted out of the U.S. marketplace and that value has affected companies differently depending on their portfolio. From our perspective the U.S. generics industry is made up of three important and distinct types of product, commodity, complex and specialty. This distinction is important because the level of investment uptake and competitiveness vary significantly across these three groups and had shifted over time. As you can see in our earnings deck on slide 10, Mylan's investments over the last decade are now being realized and the evolution of our portfolio will deliver over the longer term. We will continue to invest in specialty and complex products, and we see this trend continuing, which will require additional allocation of capital. As our U.S. portfolio has evolved and diversified so to as our overall global portfolio. The product mix we have today reflects the fact that we don't believe in sacrificing investments for the long-term and 2019 won’t be any different. We expect to deliver adjusted EPS in the range of $3.80 to $4.80 representing a year-over-year mid single-digit decline at the midpoint which reflect incremental R&D and sales and marketing investments to support current and future topline growth. In addition, we’re looking to generate adjusted free cash flows between $1.9 billion and $2.3 billion. Switching gears to be on 2019, I’d like to take a minute to talk about the steps Mylan is taking to transition to a business model that we see predominantly being driven by organic growth. Sustainability cannot be dependent on prior success alone, but requires a company willing to reinvent themselves in order to further build upon that success of keeping pace with the ever changing market dynamics. With that said, we are driving capital market discipline down into every segment of our business distinguishing between value creating and value consuming assets. We formalize that work and have set up a business transformation office that is putting a highly disciplined financial lens to unlock latent value from the assets we’ve integrated throughout the company. Through this rigorous process we expect to deliver continued long-term growth and attractive shareholder return by maximizing new products reallocating investments to drive share of economically profitable products all while maintaining a competitive sourcing and manufacturing footprint. We look forward to providing you with the full details of our business transformation roadmap at our Investor Day this fall. And with that, I'd like to turn the call over to Rajiv.
Rajiv Malik:
Thank you, Heather. To begin I would like to provide an overview of our 2018 business results by region. In Europe, net sales totaled approximately $4.2 billion representing mid single-digit growth from prior year. The increase was a result of strong performance of our brands including Creon, DYMISTA and Influvac each with double-digit growth, new product sales and a favorable impact of foreign currency translation. In the Rest of World segment, net sales totaled approximately $3 billion, an increase of 7% from the prior year including headwinds in the foreign currency translation. This increase was primarily the result of new product sales across the region, strong performance of our ARV Franchise, whereas Japan, Australia and China also showed strength on higher volumes of existing products. Our business in North America had net sales of $4.1 billion, a decrease of 18% from the prior year. This was primarily impacted due to the lower than anticipated update of generic Copaxone and delayed approval of generic Advair. As part of our Morgantown remediation and restructuring activity and accelerated commoditization of oral solids, we discontinued almost 250 SKUs of highly commoditized oral solid products. North America benefited from some exciting launches of Fulphila, DAPTOMYCIN and exclusive 180 days of Tadalafil and full year impact of generic Copaxone. I will address Morgantown plant. After the April 2018 inspection and receipt of a 483 form the company took a comprehensive restructuring and remediation of the Morgantown plant to address the issues that had been identified. Notwithstanding these efforts, the company received a warning letter related to the previously disclosed observations in the fourth quarter. The issues raised in the warming letter are being comprehensively addressed. The Morgantown plant continues to supply products for the U.S. market, while we execute on and assess the restructuring and remediation activities. No significant new product revenue is forecasted from the Morgantown plant in 2019. Also we look at our business in North America, only five of our top 50 gross margin generating products are currently manufactured in Morgantown. We remain committed to maintaining the highest quality manufacturing standards at our facilities around the world and to continuous improvement in a time of evolving industry dynamics and regulatory expectations. Now, I will focus on 2019 and our outlook for the year. 2019 will be a significant year from the new product launch perspective and we are uniquely positioned to add approximately $1 billion in new product revenue. Almost all of our major products driving 2019 growth are either already launched or approved around the world. Also no product is forecasted to make up more than approximately 3% of global revenues including our EpiPen franchise. In North America, we are incorporating all of our recent learning's including the relatively slower uptake and conversion of more complex and specialty medicines and are adopting to accommodate the changing needs of the market. The high single-digit revenue growth we expect in North America is largely driven by complex and specialty and biologics, including a steady and continued up take of generic Copaxone share, building further upon the successful launch of Fulphila in 2018 as we expand our biosimilars portfolio for the U.S., extending our respiratory portfolio with the launch of our NCE YUPELRI, and most importantly, a unique and patient centric launch of Wixela Inhub where we have a first two market opportunity. Also the impact of volume loss due to portfolio rationalization of commodity products undertaken in 2018 will be largely behind us. To elaborate on Heather's comments on slide 10, you can see a year-over-year decline in commodity product revenues as we evolve our business to benefit from the strength and anticipated growth of complex, specialty and biologics products. In Europe, we see mid single-digit revenue growth driven by a diverse mix of brand, generic and OTC portfolio. Focus selling and marketing investments on key brands like Dymista, Creon, Influvac and Betadine will continue to be an important driver. Some other key drivers of European growth will be continued up take of generic Copaxone, biosimilars like Hulio, a biosimilar to Humira, and Ogivri, a biosimilar to Herceptin. And Rest of the World we see mid single-digit revenue growth largely driven by a double-digit growth in China and Brazil, while Australia, Japan and our ARV franchise will continue to perform steadily. Biosimilar launches across the region will drive new product. Brands like Dona, Dymista and Elidel will be another key driver. I would now like to take a few minutes and share a summary of our key scientific and regulatory achievement. And before I begin I would like to thank my Mylan colleagues for their contributions and persistence to bring these difficult-to-develop medicines to patients and acknowledge our close collaboration with our partners. These achievements have required years of hard work, passion, perseverance to bring these alternative options to patients who need these products. A series of significant scientific achievements began just over a year ago, starting with the first approval of generic Copaxone 40 milligram in U.S. and Europe. A number of biosimilar regulatory approvals around the world followed, included Fulphila, a biosimilar to Neulasta; Ogivri, a biosimilar to Herceptin; Semglee, a biosimilar to Lantus; Hulio, a biosimilar to Humira; and ABEVMy a biosimilar to Avastin. We now have regulatory approvals for biosimilars in more than 65 countries around the world. We also received FDA approval of an NCE for Revefenacin, our Yupelri inhalation solution developed with our partner Theravance. This product is a first once a daily nebulization treatment for patients with moderate to severe COPD who may benefit from or prefer nebulized LAMA treatment. We also continue to make advancements for Influvac, our seasonal flu vaccine primarily in Europe. In addition to our trivalent version, we have launched our quadrivalent version, Infuvac Tetra, as well as obtained our first pediatric indication. Also, we continue to expand this in other markets outside of Europe such as Australia and Canada. And last but not the least, U.S. FDA approval of Wixela Inhub, the first generic of ADVAIR DISKUS. As we understand, because of the significance of this complex generic, FDA took a few more months to conduct a very thorough secondary review and ensure the labeling was as up to date as possible. No scientific or significant regulatory issues were raised during this period. These scientific achievements have further differentiated us from our peers and set us up very nicely for growth of complex, specialty and biologics products. Moving to our pipeline, we along with our partner Revance, had an initial advisory meeting regarding our proposed biosimilar to BOTOX. Based on agency's feedback, the companies believe that the 351(k) pathway for the development of the biosimilar to BOTOX is viable and provides the opportunity to develop and commercialize the first biosimilar to BOTOX. Our other key programs including biosimilars such as IDN [ph], Avastin, Humira, insulin analog and Glatiramer Acetate once-monthly remain on track. Given the evolution of the U.S. market and dynamics of the commodity generics, we also continue to evaluate our R&D program and resource allocation and from here onwards we'll further increase the emphasis on moving up the value chain with a focus on complex, specialty and biologics opportunities, the NCE's and brand lifecycle management strategies. Finally, I would like to echo Heather’s remark about our focus this year on evaluating or value creating and value consuming assets. We have assembled a second to none portfolio and a pipeline with commercial assets across the world. And we are very excited to have another look into the businesses and operations so that we can leverage these assets to the maximum and are able to focus on value creating assets. Now, I will turn it over to Tony to elaborate on some of the details around our investments in our business segments. Thank you.
Tony Mauro:
Thank you, Rajiv, and good evening. I would like to reiterate the confidence you heard from Heather and Rajiv, and the overall performance of our business in 2018. I am proud of the many achievements from the past year, including the scientific advancements you just heard about which have positioned us well for long-term growth. In 2019 you will see our projected revenue growth in the mid-single-digit with 64% of our total revenue coming from outside of the U.S. Driving this growth will be an acceleration of our global key brands across Europe and Rest of World complement by a number of critical complex and specialty launches in the U.S. As we examine the evolution of our business, and look ahead at what it will take to continue our success, we recognize the importance of valuing future potential. As such, we plan to incrementally increase our sales and marketing investments around our complex, specialty and global key brand products with the understanding that these products require added attention to achieve their full long-term potential. We are shifting our SG&A spend guidance to approximately 21% to 22% of sales with the ultimate goal of advancing access for patients while driving profitable long-term growth. I will now walk you through a few of the key drivers and efforts already underway starting with North America where we're expecting high single digit revenue growth in 2019. Earlier this month we launched Wixela Inhub our generic Advair Diskus at a price point of 70% below the brand wholesale acquisition cost to insure savings for patient, as well as payers and employers. With the sales force of 150 individuals, we have optimized our market share with our pharmacy partners and are pleased with the early conversion levels. In addition to providing a lower cost alternative, we are committed to providing patients and healthcare providers with training and education to ensure a seamless transition. The launch of our new chemical entity YUPELRI rate is another exciting example of a product that requires a unique focus from a sales and marketing standpoint to help create new demand and address unmet needs for COPD patients. We are pleased to bring an important treatment to the market and anticipate YUPELRI will change the paradigm in the COPD state as the first and only once daily nebulized bronchodilator approved for the maintenance of COPD. Our sales force is actively calling on healthcare providers and we are pleased with the initial response from physicians and our customers. We go confident this trend will continue as we progress throughout 2019 and YUPELRI meet its full market potential over the coming years. Continuing with the U.S. our oncology and hospital teams have been focused on the successful launch of Fulphila, our first biosimilar in the U.S. and the first biosimilar to Neulasta. We are offering comprehensive patient resources including a patient focused call-center, field reimbursement support and a co-pay assistance program. Additionally we have a dedicated facility calling on healthcare providers in clinics and in hospitals. As a result of these efforts we are seeing an increase in weekly chart back and had over 15% of the prefilled syringe market earlier this month. Lastly we are pleased with the accelerated uptake of our Glatiramer Acetate. Over the past months we've had strategic discussions with our customers resulting in further collaboration and subsequent changes in plan coverage increasing utilization by 34% since the beginning of the year. We also continue to see an increase in the use of our outpatient focus support services offered to our MS Advocate program, including in-home injection trainings with an experienced MS nurse and a 24/7 patient support centers. Our new prescription now crossed the 35% market share threshold and we look forward to continued growth in the coming months. Turning to our European business, we project mid-single digit revenue growth in 2019. We've been very pleased with the growth of our global key brands specifically Creon, Influvac, Dymista and Brufen which grew double digits on average in 2018. Influvac specifically we are the market leader in Germany and France with greater than 50% market share in each country based on the most recent quarterly data. Additionally we are pleased with the launch of TOBI Podhaler and TOBI Solution falling our acquisition last fall and will utilize our existing commercial infrastructure to promote and grow this products. Looking ahead to 2019, we are forecasting on average a double-digit revenue growth on our key brands as we continue to further invest and leverage our commercial infrastructure of approximately 3,800 sales and marketing employees and focus efforts in key markets such as France, Germany, Italy, U.K. and Spain. We had a milestone year for our biosimilars program and are excited to be launching Ogivri, our biosimilar to Herceptin in many key markets like Germany and France and will continue to launch in other countries throughout 2019. In addition to this, we remain encouraged about our generic Glatiramer Acetate 40 mg in Europe. Today we have launched nine countries in this region and we have planned for continued expansion and expect to more than double our sales in 2019. In the Rest of World region we are forecasting mid-single digit revenue growth. In Japan, to added sales and marketing resources we expect double-digit growth in Amitiza and Creon sales. In China additional resource investment will generate more than 70% sales growth for Sebivo and Elavil and greater than 20% growth for Dona. In Australia we will focus on Dymista projecting to nearly double sales in 2019. Our Rest of World sales and marketing team comprised of 2800 individuals is strong and dedicated to growing our business to concentrated efforts in countries through the region. To conclude, we are excited about our anticipated global growth in 2019 and our enhanced investment to maximize long-term results for the future. Our teams around the world are focused and ready to continue executing on our growth initiatives. With that I'll turn the call over to Ken.
Ken Parks:
Thank you Tony and good afternoon everyone. I will take a few minutes to provide a quick overview of our financial results for 2018. For the full year both total revenues and constant currency revenues of $11.4 billion were 4% lower than the prior year. On a constant currency basis, net sales in Europe which was up 1% and Rest of World which was up 10% help to partially mitigate an 18% decline in North America. Excluding approximately $258 million related to the Morgantown restructuring and remediation expenses combined regional segment profitability declined 7% versus the prior-year. Europe grew 1% while Rest of World grew 21%. These combined results help to partially offset a 16% decline in North America mostly due to lower volumes on existing products including EpiPen as well as pricing declines. On a full-year basis, we reported adjusted net earnings of $2.4 billion and adjusted EPS of $4.58 which is within our previously communicated guidance range. Adjusted EPS versus the prior year primarily reflects benefits from ongoing integration activities and lower share count following the completion of our $1 billion share repurchase program in the beginning of the year offset by the impact of the decline in our total revenues and increased sales and marketing investments. As a reminder, we did not achieve the targets of our Blue Team 6 incentive program and there was therefore no payout under that program. Adjusted free cash flow for the 12 months ended December 31, 2018 totaled $2.7 billion that's an increase of $86 million compared to the prior year and above the high-end of our initial guidance range for 2018. The year-over-year increase reflects ongoing improvement in working capital velocity, as well as lower capital expenditures. 2018 adjusted free cash flow conversion was healthy at approximately 115% of adjusted net earnings that's another measure of the strength and durability of the cash flow generating capabilities of our business. During 2018 we repaid more than $630 million of debt including a €500 million note that matured during the fourth quarter. At the end of Q4 2018, our debt to adjusted EBITDA leverage ratio has calculated under our credit agreements was 3.8 times and was in compliance with our covenant requirements. On February 22nd of this year, we entered into amendments to our credit agreement to extend the leverage ratio covenant of 4.25 times through the December 31, 2019 reporting period. These amendments provide us with additional financial flexibility as we manage our capital structure during 2019. This does not change in any way our commitment to our deleveraging strategy or our investment grade credit rating. This is simply a recognition by our banking group of the dynamic changes occurring within our industry. Even considering the additional investments in SG&A and R&D that we've discussed today, our capital deployment priority remains focused on deleveraging as we've consistently communicated. We now intend to repay more than $1.1 billion of debt in 2019, including scheduled maturities in June and November. This represents an increase of approximately $500 million in debt repayment versus our previous target. We remain fully committed to our investment grade credit rating and to further reducing leverage as we work towards our long-term average debt to adjusted EBITDA leverage ratio target of approximately 3.0 times. We anticipate that we'll achieve this target through both continued debt repayment as well as EBITDA expansion. Moving to 2019 at a high level, we expect total revenues in the range of $11.5 billion to $12.5 billion, which represents an increase of 5% at the mid-point versus full year 2018. Full year adjusted EPS is expected to be in the range of $3.80 to $4.80, that's down 6% at the mid-point. And finally, we expect adjusted free cash flow in the range of $1.9 billion to $2.3 billion. As you heard from Rajiv, in our topline outlook we expect positive volume growth and a significant contribution from new product launches, including Wixela coupled with the carry-forward impact of generic Copaxone, Fulphila and YUPELRI. These are expected to more than offset the competitive market dynamics in the U.S. In 2019, we're expecting our adjusted gross margin percentage to be in the range of 53% to 54%, reflecting the benefit of new launches and increased volumes in addition to ongoing benefits from our Mylan integration activities. We also expect global pricing trends to continue to be relatively consistent with what we experienced in 2018. As you can see on the adjusted EPS bridge on slide 14 in our supplemental earnings material, it was posted on our website today. We're expecting a positive contribution from sales growth driven by new product launches and volume from existing products, partially offset by pricing. These benefits help fund incremental selling and marketing and G&A investments that support new product launches, as well as geographic expansion of our key global brands in Europe and the Rest of World. In addition, we'll continue to invest in R&D to fund the long-term health of our business. Finally, we expect interest, tax, shares and FX to have a slightly diluted impact on adjusted EPS in 2019. The year-over-year increase in our adjusted effective tax rate is due primarily to the implementation of tax law changes in markets such as Sweden and Italy, as well as the full phasing in of the tax law changes enacted in the United States at the end of 2017. For 2019, adjusted free cash flow we expect to generate between $1.9 billion to $2.3 billion. Net of capital expenditures between $250 million and $400 million. The year-over-year decline versus 2018 is primarily driven by the increased investment in working capital required to support our topline growth expectations in the year, as well as investing in our operational capabilities to support over $1 billion in revenue coming from new product launches. As always, we'll seek to make these investments as efficiently as possible and continue as we move through the year to look for opportunities to maximize our adjusted free cash flow. It's our ability to generate strong free cash flows supported by the durability of our portfolio and the strength of our balance sheet that provides us with financial flexibility to invest in the future of our business. A quick comment on calendarization as you think about modeling, we expect both total revenues and adjusted EPS to be slightly more heavily weighted to the second half relative to 2018 due primarily to higher profitability and timing of new product launches. In addition, we expect Q1 to contribute slightly less adjusted EPS on a relative basis than the prior year. As we've discussed in the last few quarters, we're continuing to evaluate metrics other than EPS that better reflect how we manage and measure the performance of our business. As Heather and Rajiv both mentioned, we've created a formal business transformation office to evaluate value creating, as well as value consuming assets. This office will help shape our road map going forward and will include leveraging financial systems and generating additional metrics that will help us effectively track our performance against this roadmap as we move forward. We'll update you on our progress on this at our Investor Day this fall. Now with that, we'll open the call up for questions.
Operator:
[Operator Instructions] We'll take our first question from the line of Elliott Wilbur with Raymond James.
Elliott Wilbur:
Thanks. Good afternoon. Question for the team I guess with respect to the step up or elevations in SG&A investment expected relative to historical implies something on the order of $250 million to $350 million of additional investment in absolute dollars and outside of the color commentary you provided throughout the course of the – your prepared comments. Just wondering if you could go into a little bit more detail on what and where exactly these investments are and what do they enable for you to do that you're not doing currently and how do they enhance your long-term growth for profile? I mean, did it set you up to bring in more assets like YUPELRI and TOBI? Just not really sure how to kind of think about this in terms of sort of how it may change your strategy and some of the growth initiatives going forward?
Heather Bresch:
Surely. And I'll start and then anyone on the team that would like to also chime in. I think it's important you kind of teed it up yourself in your question when you said our historical ranges. I think that if I go back several years and look at our historical product portfolio, they're primarily generics, a large number of which were U.S. generics and as you know we pointed out on the chart a large number of those generics were more of that commodity based products. So if you think about from an SG&A perspective we have trended on the lower end because those types of products that require the sales and marketing behind them and obviously that's kind of how the U.S. generics industry work especially around this commodity type products. I think that as our evolution from both the acquisitions from Abbott and Meda, which obviously especially from Europe and Rest of World perspective, gave us a much larger portfolio around key brands, as well as OTC products. Those require investment and ongoing investment. So, while there are certainly some that we're maintaining because we've had them on the market a while. There's others that we see a value and kind of reinvesting more in. Because some of these products and other companies hand weren't getting the same level of investment that we are now saying kind of fruitful returns from. And then I would say just our evolution in North America both from that commodity type product and to the specialty and complex, as you know, I think as Tony walked through the kind of services and everything that goes around these more complex products, certainly cost more. And then I think last but not least when you look at things like our YUPELRI launch and products that for the first time you're certainly investing and ramping up that investment before it's paying returns. So I would say that it synthesizes all of that, it's looking at our portfolio shift, which is certainly responsible for our cost infrastructure shift. I mean, when I look at us amongst our appears. I would still say that this 21% to 22% range is very much on the low end. It's certainly not up there with the typical specialty which are in the high 20s. I think that we believe that this 21, 22 range is kind of is our new step up basis for the kind of investments that we see that like said not just to deliver the revenues for 2019 but certainly beyond. Because as we have seen in especially with these complex products much slower ramp, much longer tail. So these are products that as we look at the different regions of the world much different contribution but importantly all driving over the longer term, certainly nothing on a quarter by quarter basis. So I appreciate the question because I think it really gives us an opportunity to make sure people are really looking at our portfolio correctly both our diversification in the United States, as well as importantly our diversification across Europe and rest of world.
Tony Mauro:
Thanks, Heather. And I just might add Elliott I think as Heather outlined whether it's YUPELRI in North America along with Biologics our global key brands in Biologics in Europe and Amitiza and Sebivo in Rest of World is about increasing our share of voice, capturing additional market growth and getting more opposition touch points. Really as we invest in these resources not just from a marketing perspective but a selling and resource perspective it’s getting more with more that's really the opportunity we see ahead of us.
Ken Parks:
And Elliott I'll just add and maybe this is last comment on this. But you've heard us talk not just on this call but the last couple of calls about you identifying value creation assets, identifying those things that we want to do slightly differently with them. You can be assured that as we’re looking at this incremental investment to support growth in certain products that we’re putting very, very strong financial analysis around this. And that has been part of what's coming through this business transformation process as looking at not just what a product contributes that may be a gross margin level, but what is it takes for us to support that product whether it be in the launch phase or the life of the product. So to add on to what Heather and Tony both said is, you can be assured that we are putting financial disciplines around looking at returns on these investments whether it be in the area people or marketing. So we know what we're getting for the money that we do put out there.
Operator:
And your next question comes from Ronny Gal from Bernstein.
Ronny Gal:
Good evening. Thank you for taking the questions. So just starting with tax, is that fair that the new tax level you are describing is probably the go forward tax level we should expect from Mylan going forward. And then just want to ask a little bit about the strategic view when I look at some of the struggles we had with the financial markets over time some of that probably is resolvable with – like a private company. I mean I'm sure you consider the possibility how do you think about it and I'll stop there? Thank you.
Ken Parks:
So, Ronny, I'll take the tax question look as I called out in the in the comments there were a couple of statutory changes that happened at the beginning of this year and as we’ve talked about the impact of 2017 Tax Reform Act in the United States. And said really what happened to us with all of that is we had a minor negative impact whereas a lot of companies who were in the U.S. had a bigger favorable impact moving their tax rate down. The minor negative impact that affected us was really due to the minimum tax calculation that didn't fully come into play in 2018 but does come into play in 2019. So to your question out is this the new rate for us, I think it's probably close to the new rate. We have a great tax payment a good group of people that are kind of always looking at opportunities to evaluate if we can do something slightly differently, but I think that tax rate is probably the right thing to think about for us today.
Heather Bresch:
Yeah. And Ronny as far as the strategic committee is concerned, so as I have said previously the committee is looking at lots of things and everything and is you should expect as they put that note out there it was to look at anything and everything that could unlock value. And while I don't want to speak for the committee it is my understanding that I think they're nearing completion of the review.
Operator:
And your next question comes from Chris Schott with J.P. Morgan.
Chris Schott:
Great. Thanks very much. Just two quick ones here. First, we’re seeing a wider range of earnings for the guidance then we see in the past. Can you just elaborate a little bit more on what's behind this and maybe talk through some of the bigger swing factors in this year's guidance. And the second one is, I just want to come back to the SG&A discussion. I guess my question here will you be able to evaluate this year of these investments rather than the impact you could expect or is this a longer-term process that you’ll be able to evaluate the spent. And the type of spent coming here is this spend that you kind of turn off and on quickly if you're seeing areas is this working or isn’t working or treating about the small but sales rep and headcount that may be a little bit harder to scale down if you're not seeing the return? Thank you.
Heather Bresch:
Okay. Chris, I’ll start off and then I’ll Ken or Tony chime in. So I think -- the wider range I think is just reflective of the volatility that we've seen in the marketplace and I think we’re trying to be respectful of that volatility and take kind of everything in consideration. As I said in my opening remarks, while we believe our platform has certainly proven to be more resilient and it’s not immune as we pointed out our 2018 we were at the lower end of that range. And we consider that to be very strong result in light of the fact that we didn't get approval on Advair in the year and we had much lower uptake on Copaxone. I think if you look at these opportunities, look they’re significant new but they’ve got significant dollars attached to it. So I think we try to take a very balance and measured approach to how we are weighing all those things in the business to make sure we’re kind of putting that right range out there that gives that right flow. And I think that as we look at the business really I look at our year-over-year growth and continuing that revenue growth in all of our segments it really just came down to making sure we provided those wings for the opportunity. The opportunities and risks that are always associated with this business around the globe and make sure that we’re putting something in there we think accounts for the right level of the assumptions now that we do have Advair approved and how we’re thinking about that uptake. And like I said what we see happening now with Copaxone and may have taken longer than we wanted to but as Tony pointed out we’re starting to see some better pull through. So it was really just trying to give quite honestly what I think many of you guys have asked us to be mindful of which is the – all the moving pieces and parts to these business and giving ourselves and making sure we give ourselves that range and that latitude because of just that all the moving pieces and parts. As far as SG&A, I guess, I would just say look as you would assume Chris those investments you don't get a return on investment dollar for dollar and you’re wanting depending where things are if it’s a new launch like YUPELRI versus like a Creon where we continue to see growth in markets and Influvac. So we’ve got some of these global key brands like I said that while they been in the portfolio for a while. We are saying benefits of investments and those are happening real-time. So I think it's a little bit of everything there's things there's infrastructure we’re putting in. There are things that we think have a longer term pay off and there's also things that were putting in place that'll help us pull through the products we have coming in the pipeline, because as we have one of the largest complex product pipelines out there. And so a lot of this groundwork will help us pull through what will be needed as far as services or infrastructure around these products as we move forward with our portfolio of mix.
Rajiv Malik:
Yeah. Let me add that to your last point about switch on, switch off yes in small some of the smaller countries the emerging countries where we see there are limited period opportunities we have that ability to switch on, switch off some of those SG&A expenses just because of using some of the contracted sources in those countries.
Ken Parks:
And Chris look I think hopefully you hear as you’re listening to all of this talk about the confidence in the business that really what this comes down to as we brought these businesses together and we’re spending more and more time digging into what's going on in the business and what we have as far assets we're excited about the opportunities that we have. And so as we think about investing -- as we do anytime we invest we’re going to do it with discipline and thoughts and metrics and thinking about where the money is best, but we feel really good about the position that we have the assets to invest in.
Tony Mauro:
And maybe just to close it out when you think about the SG&A investments we’re making very strategic from a headcount perspective but good portion of the selling and marketing incremental growth we’re seeing is going to be just ramping up the advertising promotion or somebody’s key assets globally that do have some nimbleness in terms of future spend once we get into a level. We feel like it is grown appropriately.
Operator:
And your next question comes from Gary Nachman with BMO Capital Markets.
Gary Nachman:
Hi. Good afternoon. So regarding the remediation of Morgantown, how far will that stretch into 2019? I want to understand what's still involved and how long it will persist? And then outside of the issues at Morgantown, have you seen stabilization in the U.S. generic market continue? So far into 2019, what sort of base decline there are you assuming in the guidance? Thanks.
Heather Bresch:
I'll start with the stability in the market place. As I pointed out in my opening remarks, I think, it's very difficult to look at the U.S. generic market and paint it with one brush. I think we have said for a while that portfolios are very different and so each company's intersection with what's happened in the marketplace is going to be very different. There's no question that I think value has been extracted out of the U.S. market place and I think we see that -- we've seen that daily over the course of the last several months especially as you look at consolidation of what's happened with our customers, as well as the ramp up of approvals of that fifth, sixth, seventh, eighth generic for products that as we would characterize in that commodity bucket. So, for us we have continued to see this mid single-digit decline or erosion in the business and we believe that from our perspective that is holding pretty steady. We think a driver for that for us for Mylan is because as we look at the U.S. generics market, we believe there's three distinct buckets. There's the commodity bucket, specialty bucket and the complex bucket and each of those require a different level of investment, a different up take, as well as different competitiveness in the marketplace itself. So from our perspective that is -- that diversification in the U.S. business has allowed us to absorb a lot of that volatility and like I said not be immune to it and I think that as we look forward we're kind of still seeing that mid single-digit erosion. I think the biggest difference for us is having the product new launches be able to offset that erosion and that's really been historically what has meant success in this business if your new product launches could offset your volume and price that that's what's made this -- that's what has made this market and I don't think that's changed. It's just I think the hurdles for some of those approvals have become higher and they're obviously more significant launches. So I – that’s perhaps a long winded answer but I think it's important that we're not just trying to characterize the entire U.S. generic marketplace and all the players like I said with one brush.
Rajiv Malik:
And regarding Morgantown plant, Gary, as I stated earlier, we continue to execute and assess our restructuring and remediation activities at the site to this 2019 and of course we are focused on meeting our commitments to FDA and as well as our customers. Now, as for any negative financial impact on the business, I think, we don't see that anymore as we go into 2019. As I've mentioned, it's I think largely behind us. We continue to supply from Morgantown our key products. We continue, as we said there's no new big launches or no new launches budgeted in 2019 from Morgantown and also from the materiality point of view only five out of our top 50 North American products today come from Morgantown.
Operator:
And your next question comes from Liav Abraham with Citi.
Liav Abraham:
Good afternoon. Just a couple of questions on new product revenues. Can you provide the new product revenues in 2019 total and apologies if I don't understand this? But when you talk about $1 billion of new product launch revenues in 2019, is that a $1 billion in total or an incremental $1 billion over 2018? And then any additional color you could provide on the breakdown of new product launch contribution in 2019 would be helpful either on a product basis or geographic basis? Thank you.
Ken Parks:
Look, the $1 billion is the total incremental year-over-year benefit of new product launches and it comes from a couple of places and I'll give you kind of the geographic order of magnitude. We had products that we’re launched in 2018, but haven't seen their full 12 months cycle yet. So the carryover benefit of those products is a part of the billion dollars that is new product launches until they hit their one year mark. So that's great because those products are in the market and we have a feel for how they're doing. Besides that what I would tell you is that out of that $1 billion call it somewhere around three quarters of it is probably in North America and the rest of it is split kind of evenly between Europe and Rest of the World just to kind of give you order of magnitude pieces there. And then if you want to kind of understand a little bit about the North America piece it will have a portion of that carryover component, but it also as where we have Wixela obviously and that's a significant contributor to new product launches in North America, which once again approval behind us launch is underway and we feel really good about the uptake on that. As far as contributions from these products, we’ve consistently said we’re not going call out anyone individually but what we said is these products have intended to contribute even with our partner arrangements at or above the Mylan average overall.
Operator:
And your next question comes from Jason Gerberry with Bank of America.
Jason Gerberry:
Hi. Good evening. Thanks for taking my questions. I guess, the first question on biosimilars so has the strategy and a product like Fulphila in the U.S. fundamentally changed from last year or initially you may be the expectation was the GPOs would have driven the pull-through on a product like this and now the view was it to need a sales force much like the strategy of the Pfizer’s and Novartis of the world. And then also can you comment just how think about the generic Advair launch. Can you supply and have we tapped the market do you expect pharmacies to really drive direct switch and would you have unlimited Part D access? Thanks.
Tony Mauro:
So maybe just Jason I think well first of all we had a very focused sales force on that product since launch we’re going to expand it because we see additional opportunities not just with this particular product on oncology but a whole breadth of products that we have today and in the future in oncology. So I don't that the strategy is changed tremendously from that product perspective we’re seeing over 15% market share growth to that pre-filled syringe business, we've been very selective on the customer's who went after and I think we feel very, very good about our performance of that launch and how it’s going to flow into 2019 and you had asked additionally about Advair.
Rajiv Malik:
Yeah. And regarding Advair we have a state of art dedicated facility, which is up and running and producing and shipping the product today and if opportunity comes we have enough capacity to supply the market.
Tony Mauro:
And maybe just commenting on your Med D comment we know 50% of Advair usages is in the Med D space. I can tell you from products like Glatiramer we launched, initially we’re being block out at the Med D program with Wixela out of the top 10 Med D plans we have full parity and access on eight or 10 them at this moment two weeks of launch. So we feel very good about the initial ramp. We feel very confident about our capabilities from a supply and our pharmacy mix that we got from a customer perspective And we have high hopes moving forward.
Operator:
And your last question comes from Umer Raffat with Evercore ISI.
Umer Raffat:
Hi. Thanks so much for taking my question. I had one for Ken and one for Heather if I may. Ken there is a lot of feedback from Mylan investors on the low end of EBITDA guidance, especially also from the debt investors. So my question to you is this in 2019 the low end of revenue guidance is actually just about the same as 2018 actual revenues. So in that context why is the low end of EBITDA guidance so much lower than the actual 2018 EBITDA, especially considering SG&A should potentially be not as much if the revenues are not tracking towards the type of growth they should put up? And Heather was just curious if you could add some color on a couple of recent departures on the Chief Legal Officer and the Head of Europe side? Thank you very much.
Ken Parks:
So look I'll start with the modeling question around SG&A and revenues and EBITDA but look its right now what we're targeting as we go into this year is SG&A at a rate of 20% to 21% -- 21% to 22%, I am sorry. And as we do that that clearly is a level of investment on even the low end revenues where you said they were the same at the low end as what we have this year but it is an increased step up investment. So that drives EBITDA bit lower and it's very simply that. So now to your point around, as we move through the year we'll certainly watch these investments and ensure we're getting back from them what we're expecting to get and we may pull back a little bit on some of that investment, we may reallocate it somewhere else where we see it taking hold even stronger. But effectively I'd say it's pretty straight forward map, the same revenues with a slightly higher SG&A at either point on the range gives you lower EBITDA.
Heather Bresch:
And as far as departures, I guess I'll just start with saying I think as having I'll say the longest which would I think fairly be accurate; the longest tenure management team here in continuity as you know, that's important to us and we think it's absolutely been one of the important aspects of Mylan's success and executing on our strategy and quite honestly what we have in front of us. As you know, yeah, we've had a couple departures starting with our Chief Legal Officer. I think not only is he just going back to private practice in D.C., but as we noted we're going to continue having a relationship in advisory capacity. So that's just kind of in the normal course. And as far as others throughout the organization, I mean, as you can imagine we've got over 30,000 employees and we have a lot of people coming and going. I think, certainly, like I said when you look at the top level of this executive management, we've been the longest tenured out there and that's very important and we've built a lot of great bench strength under us. So the exciting news is there continues to be great opportunities for current employees, as well as we're always looking at balancing that with bringing in new talent and new perspective. So I couldn't be more excited about the team we have and the opportunities to bring some new hires in. So, thank you. Thank you for asking that.
Operator:
This does conclude today's Mylan fourth quarter 2018 earnings call and webcast. Please disconnect your lines at this time and have a wonderful day.
Executives:
Melissa Trombetta - Head, Global Investor Relations Heather Bresch - Chief Executive Officer Rajiv Malik - President Tony Mauro - Chief Commercial Officer Ken Parks - Chief Financial Officer
Analysts:
Elliot Wilbur - Raymond James Ronny Gal - Bernstein Chris Schott - J.P. Morgan Liav Abraham - Citi Gary Nachman - BMO Capital Markets Umer Raffat - Evercore Tim Chiang - BTIG Irina Koffler - Mizuho Louise Chen - Cantor Fitzgerald Jason Gerberry - Bank of America Ami Fadia - Leerink
Operator:
Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Mylan Third Quarter 2018 Financial Results. At this time, all participants are in a listen-only mode. [Operator Instructions] We will have a question-and-answer session. [Operator Instructions] As a reminder, this conference is being recorded. Now it’s my pleasure to turn the call to Melissa Trombetta, Head of Global Investor Relations. You may begin.
Melissa Trombetta:
Thank you, Carmen. Good evening, everyone. Welcome to Mylan’s third quarter 2018 earnings conference call. Joining me for today’s call are Mylan’s Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today’s call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2018. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today’s projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier today, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our third quarter earnings release and supplemental earnings slides, as well as on our website. Let me also remind you that the information discussed during this call, except for the participants’ questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan’s express written permission. An archived copy of today’s call will be available on our website and will remain available for a limited time. With that, I’d like to turn the call over to Heather.
Heather Bresch:
Thank you, Melissa. Good afternoon and thank you for joining today’s call. While we are continuing to see the global healthcare environment evolve at a rapid space, Mylan’s third quarter performance was in line with our expectations and we delivered solid year-over-year growth. However, in the market search for stability, analyzing certain indicators and isolation can exacerbate volatility. We will discuss our perspective related to several examples of these during today’s call whether that be Mylan’s pending generic Advair approval, utilization of biosimilars and complex generics or the overemphasis of the impact of commoditized oral solid dose products within our North America business. Our ability to deliver long-term growth is not dependent upon the timing of any one approval, any one country’s market dynamics or any one dosage form, but rather the broader, more complete context of Mylan’s global diversified business model. More than 7,500 products around the world divided almost equally between generic and brand sales, market leadership in countries around our geographies and a scientific platform that has generated a record number of complex generics and biosimilar launches for Mylan year-to-date. We continue to believe Mylan is built to last. With all this said, we remain committed to our full year 2018 guidance provided in August and this confirmation is not dependent on any single product approval or launch. In North America, while our business is predominantly generic, we are benefiting from a broader mix of dosage forms well beyond oral solids and are seeing continued stabilization of the pricing environment. Year-to-date, we have launched nearly 40 new products in North America with two-thirds of these being injectables. In Europe, our business benefits from an equal mix of branded generic and over-the-counter products. Year-to-date, we have launched nearly 300 products across all of these channels. Our commercial infrastructure in Europe allows us to maximize key launches such as our insulin analog and the first wave of our biosimilar to Humira across countries in this region. In our Rest of World segment, Mylan’s smallest but fastest growing region, we have seen consistent double-digit growth for the year, with more than 130 new product launches year-to-date. We also continue to benefit from organic and inorganic new product opportunities in this region, including Sebivo and TOBI. These results are made possible, thanks to the successful integration of our differentiated global platform, which allows this management team to be 100% focused on executing and maximizing the organic shareholder value contribution of all of our global assets. We are in opposition to explore opportunities to drive capital market discipline down into every segment of our business, distinguishing between value creating and value consuming growth, and then focusing our strategies and investment, while driving economically profitable growth. As we look ahead, we are very optimistic about our long-term growth prospects. We have secured almost all regulatory approvals necessary for our key 2019 product drivers around the world. But given the reality of today’s operating environment, we know that it’s not enough We still have the important work of ensuring our products get pulled through the system and into the patient hands who need them. Perseverance and adaptability are prevailing, and we continue to see utilization uptick with our Glatiramer Acetate, our HIV portfolio and our biosimilar to Neulasta as prime examples. Our employees are critical to this effort, each of them contribute to our mission to provide the world’s 7 billion people access to medicine, and I’d like to thank them for their hard work and continued dedication to Mylan. With that, I’ll turn the call over to Rajiv to provide you with some greater details on developments from this quarter.
Rajiv Malik:
Thank you, Heather. Let me start by celebrating the broad contribution impact of our Morgantown facility, restructuring and remediation which began in the second quarter of this year on our North American business, as this may have been misunderstood by the investment community. Our U.S. business is much more than commoditized oral solid doses and consists of a broad portfolio of injectables, drums, semisolids in addition to hard to make oral solids. Currently, only one of our top 10 and eight of our top 50 gross margin generating products for North America are manufactured in Morgantown. It should be noted that we did not expect to have any significant new product launches from the site in 2019. As we work to reduce the complexity of this facility, we have proactively discontinued a number of products, while also transferring some to other sites. These actions have led to a temporary disruption in supply of certain products for our customers and reduced volume in North America generic sales. However, the value related to the rationalize product is not proportionate to the reduced volumes of those commoditized products. While we are executing on our commitment to FDA, the plant continues to supply products for the U.S. market. Our remediation and restructuring activities will continue in the near-term. We understand that this current and temporary situation post a burden on our customers and appreciate their ongoing confidence in Mylan, based on our outstanding historical track record. As one of world’s largest pharmaceutical market, the U.S. remains a key market for Mylan. We will continue to focus on providing a broad range of products, including industry-leading new launches and maintaining a meaningful market share across a diversified portfolio. No matter, where our products are produced in our network, our goal is to ensure the highest quality and service levels to our customer and optimal volume value mix. As Heather mentioned, over the past 12 months, we have had a record-breaking year of scientific accomplishments, representing a significant milestone in the company’s nearly 60-year history and validating our strength in managing and executing on complex product approvals. This is a culmination of year’s long scientific investments and endeavors to bring complex generics and biosimilars to the market. Our team’s managing designs and working closely with our partner have consistently delivered remarkable results and we are looking forward to continuing this momentum as we close out 2018 anticipating approval for generic Advair, Wixela and revefenacin, YUPELRI. Mylan will continue to differentiate itself by leveraging its site platform and adding more complex products to our portfolio over the long-term. Regarding Wixela, we are in the continuous and ongoing discussions with FDA regarding the progress of the review. Based on our latest update from agency, they are in the final stage of labeling review. We continue to believe that FDA will be able to resolve any outstanding issues very soon. Now I’d like to take opportunity to elaborate on the previously disclosed acquisition of worldwide rights to cystic fibrosis products TOBI Podhaler and TOBI solution from Novartis. This is a meaningful and strategic addition to our respiratory platform in U.S.A. and a very complementary and durable addition to our Creon Franchise in Europe, Australia, Japan and Canada, and also broadens our portfolio of dry powder inhaler and nebulized products. Such bolt-on acquisitions must first and foremost be strategically aligned to boost our franchise, as well as deliver on our financial metrics, such as EPS accretion and ROIC. This asset acquisition is not only strategic but checks all of our financial metrics softness. Before I turn it over to Ken, I would like to expect my appreciation to our employees around the world for their hard work, dedication and many contributions. Thank you.
Ken Parks:
Thanks, Rajiv, and good afternoon, everyone. I’ll take a few minutes to provide a quick overview of our financial results for the third quarter. Total revenues of $2.9 billion were 4% lower than the prior year or 2% lower, excluding the negative impact of foreign exchange. On a constant currency basis, Europe, which was up 2% and Rest of World, which was up 11% help to mitigate a 13% decline in North America. The decrease in North America net sales was primarily driven by lower volumes on existing products, including EpiPen, partially offset by new product sales, including the recent launch of Fulphila. The decline in volumes was primarily driven by the timing of purchases of our products by customers and actions associated with the restructuring and remediation program at our Morgantown manufacturing facility. In addition, North America net sales were negatively impacted by approximately $50 million related to the implementation of the new revenue recognition accounting standard at the beginning of 2018. North America net sales excluding the $50 million impact were down 9% versus the prior year. Adjusted net earnings increased 10% to $648 million and adjusted diluted EPS increased 14% to $1.25 during the quarter. That includes benefits from ongoing integration activities and the lower share count following the completion of our $1 billion share repurchase program in the beginning of the year. Moving to segment profitability, excluding approximately $98 million of expenses related to the Morgantown restructuring or remediation program, North America adjusted segment profitability declined 6%, which is less than the rate of the sales decline, and primarily due to the impact of new product launches and favorable product mix. Europe’s profitability grew 7% during the quarter, mostly driven by new product sales and favorable product mix also. Rest of World profitability expanded 45%, mostly driven by new product sales, including those in our ARV franchise, Australia and China. Both Europe and Rest of World continue to benefit from our ongoing Mylan integration activities, as we execute on our plans to further optimize our cost structure. Adjusted free cash flow for the nine months ended September 30, 2018 totaled $2 billion, an increase of 6% compared to the prior year, reflecting favorable working capital performance and lower capital expenditures. Year-to-date, adjusted free cash flow conversion was healthy at approximately 119% of adjusted net earnings, another measure of the strength and durability of the cash flow generating capabilities of our business. At the end of Q3 2018, we reduced our debt-to-adjusted EBITDA leverage ratio to 3.8 times. As anticipated, our capital deployment priority is focused on deleveraging in the second half of 2018 and we expect this to continue into 2019. We intend to repay at least $1.2 billion of debt, maturing through the end of 2019, including €500 million maturing later this year and the balance maturing next year. Our solid free cash flow generation could allow us to repay additional debt in 2019 and we will provide an update of our complete 2019 debt repayment and leverage targets when we provide our 2019 outlook. We remain fully committed to our investment grade credit rating and to further reducing leverage as we work towards our long-term average debt-to-adjusted EBITDA leverage ratio target of approximately 3.0 times. Finally, as you heard earlier, we are reaffirming our full year 2018 guidance. We expect total revenue to be in the range of $11.25 billion to $12.25 billion, which is roughly flat at the midpoint versus 2017. We also expect adjusted EPS to be in the range of $4.55 per share to $4.90 per share, which represents an increase of 4% at the midpoint when compared to the prior year. For cash flow, we continue to expect to generate between $2.1 billion to $2.5 billion of adjusted free cash flow, which is consistent with our initial guidance for 2018. As we discussed over the last few quarters, we are continuing to evaluate metrics other than EPS that better reflect how we manage and measure the performance of the business. We expect to utilize those metrics, as we provide guidance externally on the outlook for the business and we will provide more detail when we update you on the 2019 outlook call early next year. With that, we will now open up the call for questions. Carmen?
Operator:
Thank you. [Operator Instructions] Our first question comes from Elliot Wilbur with Raymond James. Your line is open.
Elliot Wilbur:
Thank you and good afternoon. I guess, specifically, wanted to get a little bit more color and insight into some of the segment profitability metrics. I guess, specifically, North America and Europe both were very strong despite some constraints on the topline, in fact, I think, you are close to a record level since you began the new segments disclosure reporting a couple of years ago, wouldn’t have expected that North America kind of given the absence of EpiPen contribution and not really sure what kind of drove this strong year-over-year and sequential profitability trends in Europe as well. So maybe just a little bit more insight into those to name it would be helpful. Thanks.
Ken Parks:
Hey, Elliot. Thank you for the question. You are exactly right. I mean, this was a strong profitability growth quarter, not just for Europe and for North America, but also for the Rest of World. And as we talked about in the comments, as I talked about specifically in the comments and you can see when you look at our press release, our gross margin ratio increased from a little more than 52% on an adjusted basis, last year in the third quarter to more than 55% this year. Called out, basically the two drivers in both places, number one -- both places being North America and Europe. Number one, our product launches, new product launches and we have talked about that as we move through the year. We specifically said that new product launches in Europe will be more heavily weighted to the second half of the year, and we saw both in Europe and North America exactly the expectations that we had moving into the quarter. Those new product launches tend to run at profitability levels slightly higher than the overall Mylan average. So that was a positive contributor in both North America and Europe regions. Secondly, I would call out for Europe specifically, we have talked about as we have come into 2018, the focus and investment into our global key brands. Some of those global key brands are other than the legacy Mylan business, some of them are out of the EPD business we acquired a couple of years ago and some of those come out of the Meda business that we acquired in 2016 We called it out, because we said, as we moved into 2018, we were going to continue to reap the benefits from our Mylan integration activity and we able to reduce our overall G&A cost, and at the same time, take that money invested back into selling and marketing to support those global key brands that are very sensitive to advertising promotion and selling efforts in the countries across Europe specifically and that’s exactly what we have done this year. We had the savings from G&A and we have had the discipline and focus and leadership and teams to support these global key brands in not just one market but multiple markets. So that should give you a little bit more color. It’s really about product launches. You have heard scientific capabilities and that’s turning into revenues and profits and then the focus on our global key brands.
Operator:
Thank you. Our next question comes from Ronny Gal with Bernstein. Your line is open.
Ronny Gal:
Good afternoon. Congratulations on a very nice quarter. I wanted to touch on two things if I can. First, I noticed that UNH contracts were your preferred brand for their plan, so nice execution there on a commercial marketing side. And just you can let us know what roughly the pricing is for this product versus its list price or some other metric whether this is more of a generic level pricing or more of a branded level pricing. And similarly with most of the European adalimumab contract already in, can you give us a fair an assessment of where your volume will stand -- your volume share will stand in 2019 in Europe?
Ken Parks:
Yeah. Ronny, thanks for the question. First of the UNH, I think thank you for recognizing this. It’s a great opportunity. We think this partnership we have with United really provides enormous amount of access and affordability to this marketplace and we think this unique contracting opportunity really will drive opportunity not just in 2018 but in 2019 as well. And as it relates to Hulio, our Humira products in Europe, it’s just beginning, we are seeing tenders as you have noted across many of the European markets like the Netherlands, Norway and Denmark. Certainly we feel like there’s a huge -- a tremendous opportunity within Europe, not just in the tenant markets but in the markets where we have physician substitution. So we are excited about the beginning of the launch, winning a few tenders in select markets and really expanding on that going forward into 2019.
Operator:
Thank you. Our next question comes from Chris Schott with J.P. Morgan. Your line is open.
Chris Schott:
Great. Thank you very much for the question. The first one I have is on Morgantown, any additional color you can provide in terms of the impact, the remediation is having on both your top and bottomline adjusted results, as well as any more granularity on when in ‘19 we can expect operations to begin to normalize that facility? And just a quick second one just is an update on the strategic review, any timelines where we can think about an uptake here and directionally any color in terms of what the committee is spending its time evaluating? Thank you.
Rajiv Malik:
Thanks, Chris. I’ll take Morgantown and Heather will comment on the second part. Chris, as you will anticipate, when we have taken -- undertaken the remediation and the restructuring. Because we mentioned in our quarter two, calls that just to manage the -- manage to keep pace with FDAs revolving standards we need to rationalize and simplify the plant and reduce the complexity. So we had undertaken certain discontinuation of commodity products, as well as moving these products within our network to some other sites. So we -- I think, if we separate qualitative and quantitative, it’s more a qualitative issue for us, because it has set off from the customers service level point of view our reputation as a reliable supplier. That’s where I think we have seen the more pain rather than the quantitative one, because what -- where we have lots of doses is mostly on commodity products with the, yes, you see a couple of billion doses going down. But there -- as we mentioned, disproportionately, they are not from the value point of view there. So we -- as we go in 2019, you will see us restructuring in Morgantown, that’s number one, but basically balancing the network so that we can optimal delivery the meaningful market share, the value and the volume mix, so that’s where we are heading.
Heather Bresch:
And Chris, as far as the strategic review, as we just announced it last quarter. I can assure you the Board is busy looking at lots of things as we talked about unlocking that value, and I think that, when they are ready for an update we certainly will put that out. But we have put no timeframes around that.
Operator:
Thank you. Our next question comes from Liav Abraham with Citi. Your line is open.
Liav Abraham:
Good evening. A couple of quick questions, firstly, can you just provide a little more granular details on the Fulphila launch and how that’s progressing. And then, secondly, Ken, in the past you have provided us with a breakdown of revenue for new products in the quarter, broken down into U.S. and Rest of World. Could you provide that for this quarter as well? Thank you.
Tony Mauro:
Yes. Thank you. On Fulphila, maybe just to give you kind of what’s been our approach when we talk about this surgical launch, we really had been focusing on community oncology clinics as well as hospital-based outpatient clinics. So as we continue to watch weekly, we see our weekly movement into these clinics such as going to 700 units a week to 800 units a week here and we see that continuing to grow. Last week alone we are a little over 8% of the pre-filled syringe market, which makes up almost 50% of the entire Neulasta marketplace. So we are very happy. We are very happy where we are at today and where we continue to see our trends are grow and continuing to build upon that oncology practice experience, and really building out relationships with the GPOs and the IDMs in terms of how we can look at long-term value continuing to grow in capital share in this very, very large U.S. marketplace.
Ken Parks:
And Liav, so for the quarter we had slightly under $300 million of new product launch revenues, which I would say, about half of that came out of North America overall and the remainder of it was split between Europe, our API and ARV business, and then the remainder was in just kind of the Rest of World segment. So that would be kind of the highest level breakdown on where that’s coming from.
Operator:
Thank you. Our next question comes from Gary Nachman with BMO Capital Markets. Your line is open.
Gary Nachman:
Hi. Good afternoon. With generic Copaxone you have been taking more share in the last couple of months. So what types of formulary wins have you been getting and how much additional price did you have to give up to get that share? And if generic Advair is approved soon, what do you expect market formation to look like at this point? Thank you.
Tony Mauro:
Maybe just to hit upon Copaxone, what I will say is, we had said the last quarter and the previous quarter, we weren’t happy where our market share was, and we have been continuing to focus on this with pharmacies, with PBMs and with payers. And you are right, over the last quarter, we have seen sequential 25% gain in market share, up 5% total market share gaining Q2 to Q3, at one point in Q3 new scripts were getting the 30% level for the first time. So we are very excited where we are going but we are not finished and we have got more to do and more to work with as it relates to that. And as it relates to Advair?
Heather Bresch:
Yeah. I would just add as it relates to Advair, whenever the market does form, we believe it’s going to be an important product for a long period of time. As you know, a very high barrier-to-entry, very complicated product, we look forward to bringing it to the market, but believe that, as we have continued to learn about and as the continued dynamics evolve with how to pull product through, I can assure you we will be launching in a smart as we can to ensure that we are able to get into the patients hand. So we look forward to the launch as soon as it can happen.
Operator:
Thank you. Our next question comes from Umer Raffat with Evercore. Your line is open.
Umer Raffat:
Hi. Thanks so much for taking my question. First on EpiPen, my question is you are filing say no more than 3% of any product is -- no more than 3% of your revenues are any single product. So that would imply EpiPen and its authorized generic being something like 350 million. But we are seeing Pfizer report 174 million first nine months alone or 230 million run rate. So that Pfizer run rate doesn’t quite reconcile with EpiPen and its AG being 350. Is it fair to say, EpiPen’s 350 and the AG’s another 200? And as Ken, for your debt paydown schedule, are you assuming any significant change in your working capital or any new securitizations?
Ken Parks:
So I -- Umer number one, your statement, the reiteration of our statement around no product accounting for more than 3% of total revenues is absolutely correct and so the math would get you exactly where you laid out for us. I can’t speak to what Pfizer has out there, but I can tell you exactly what we know, which are the numbers we manage and the sales that we account for, and your first statement is exactly debt on and consistent with our earlier statements. On the debt pay down, what I would tell you is, we have shown over the last couple of years consistent improvement in working capital velocity. The couple of days per quarter in a year-over-year comparison of improvement and working capital days on hand, which is exactly what we are driving towards as we move to the balance of this year and into 2019. And we are going to have a lot of opportunities to take a look at where that working capital velocity will come from. We have talked in some of the settings, including in our Investor Day earlier this year, how we got Europe combined all on a single ERP system instance, and in doing so that gives us ability to reach out and look at receivables from one spot instead of 35. We will get payables from one spot instead of 35 and we built in and are doing specific activities to drive those days in the directions that they need to be moved to. So your question around debt paydown is number one, we certainly have the debt repayments outline that are coming due in this year and next year. And I will tell you that we also expect to continue to drive working capital velocity improvements not just in the balance of 2018 but through 2019, and I would even suggest going forward. When you put numbers around that everyday of working capital for Mylan accounts for about $40 million of cash flow, so the continuation of working capital velocity is high on all of our list and specifically mine.
Operator:
Thank you. Our next question comes from Tim Chiang with BTIG. Your line is open.
Tim Chiang:
Hi. Thanks. I noticed that you guys had gross margin improvement this quarter of 55% approximately. Is this a number that you think can be repeated in future quarters and also you are benefiting from lower SG&A spending, also lower R&D spending, is that also something that’s going to continue?
Ken Parks:
On gross margin, what I’ll tell you is we watch every quarter as it occurs. We certainly had a period as I outlined $300 million or so of new product launches and you hear Rajiv, Heather and Tony, all talking about the pipeline and we are investing in those products that are more complex, those that bring more value not only to us but to the patient, and in doing so, those tend to be slightly higher profitable products. The timing of new product launches could drive a quarterly movement in what gross profit looks like. But what I would tell you over time is this pipeline that this team has built over multiple years is set to deliver gross products -- gross margins at nice rates over the long-term, but I won’t call out any quarter alone. Secondly, your question around SG&A, I go back to say the statements earlier around SG&A, which is we continue to look at these assets that we brought together through acquisitions. We find opportunities to continue to improve the G&A part of that SG&A and still invest in the selling side of that equation. So we have opportunity -- when you say is it sustainable? Yes. We continue to find opportunities to do things in our, quote-unquote, back office, more streamlined more improved, which just gives us more dollars to drop either to the bottomline or to invest where we need to grow products. And then I will let Rajiv comment on the R&D question.
Rajiv Malik:
Yeah. Look our commitment on R&D is very well highlighted and illustrated as we mentioned in Heather’s remark, as well as in my remarks. So R&D spend is a timing issue and not a trend.
Operator:
Thank you. Our next question comes from Irina Koffler with Mizuho. Your line is open.
Irina Koffler:
Hi. Thank you for taking the question. As you are labeling discussions on Wixela proceed, can you reassure us that it’s still a substitutable product that we are talking about and your confidence level around that? Thank you.
Rajiv Malik:
Yeah. Absolutely we can reassure you that it’s a substitutable product and we are very active optimistic and we believe FDA needs to do what they need to do and we would expect the same, but at the same time, we had have been very confident about the possible comment earliest.
Operator:
Thank you. Our next question is from Louise Chen with Cantor Fitzgerald. Your line is open.
Jennifer Kim:
Hi. This is Jennifer Kim on for Louise. Thanks for taking my questions. I just had two quick ones. First, I think, you mentioned that there was a volume decline for EpiPen this quarter due to the timing of purchases and I’m wondering then would you anticipate the volumes to sort of operate themselves in the fourth quarter? And then the second question is, with the recent approval of a second biosimilar for Neulasta, how does that affect your thinking about the market? Thanks.
Tony Mauro:
Maybe if I had on EpiPen very quickly. What I would say is traditionally Q3 for us is the highest volume quarter just due to the seasonality of the product. So what I would say is, I think, Q4 will rebalance itself out to probably 20% of the annual volumes as we have seen in traditional years of past. As it relates to another Neulasta product, like I said, this is a $4 billion product and oncology, the largest biologic product available in the oncology therapeutic world and right now we are tracking a little bit above 8% in the pre-filled syringes. So I think there’s opportunity for more. I think there’s a great opportunity for Mylan, and I think, we will continue to see our product grow and will stay very surgical on track with our plan as we are very happy with results and very happy where it’s going.
Operator:
Thank you. Our next question comes from Jason Gerberry with Bank of America. Your line is open.
Jason Gerberry:
Hey. Good evening. Thanks for taking my questions. Just a question on biosimilar Lantus, I’m just curious, is this some product you guys think is one that you can get an acceptable gross profit margin on and I asked in lieu of Merck’s decision to walk away from this citing profitability metrics, and I know about a year for you guys, so just kind of curious if you can help us think about that one? Thanks.
Rajiv Malik:
I will take it then, Tony, please feel free to add. We believe Lantus is a very important product and we remain confident first of all in science, and in fact, we continue to work with FDA to find a substitutable product. At the same time, we believe there’s a market and there’s a need, and we have been very confident from our costing point of view, from the backward integration, which we have done with our partner Biocon that we will be able to have positive drop margin when we come to the launch of this very important product.
Tony Mauro:
And maybe just that to add as Rajiv said this diabetes franchise is one that continues to grow globally, and I think, each market will be unique, each market will have its own sets of opportunities and we will be very focused on the markets we concentrate to grow and ensure our market share is available and bring access that is important patient community.
Operator:
Thank you. Our next question is from Ami Fadia with Leerink. Your line is open.
Ami Fadia:
Hi. Good afternoon. I’ve got two questions, firstly, on Fulphila, could you give us a sense of your capacity with regards to supplying to demand in the market? And secondly, on Advair, when it gets approved what type of a ramp are you anticipating, would you expect a relatively slow ramp kind of like the way we have seen with Copaxone or would you anticipate a more typical generic ramp? Thank you.
Rajiv Malik:
So, Ami, regarding Fulphila, I think, we -- our capacity is exactly as we had planned and as we had anticipated this launch. So we don’t see any capacity constraints from our marketing perspective. And you…
Heather Bresch:
And as far as Advair, I mean, mean here is what I would say, Ami, as we have talked about these complex products being pulled through that chain and I tried to reiterate this in my opening commentary that it’s not just good enough to get a product approval, the regulatory burden, but also our work about pulling it through. And I can assure you that we are absolutely doing our part as we look at how this is going to be positioned with our end goal being that it reaches the patient’s hands who need them and being that access and affordability to this marketplace. So as -- once we do get the product launch we will obviously stay close and report back, I think, that we have taken very appropriate and conservative assumptions, and I think, it will be something that’s got a very long tail to add longevity and contribution from this product.
Operator:
Thank you. Our next question is from David Risinger with Morgan Stanley. Your line is open.
Unidentified Analyst:
Hi, there. Dushan [ph] here for David Reisinger. Could you please provide more color on the new financial metrics that you are considering to focus the Street on?
Ken Parks:
Yeah.
Rajiv Malik:
Go ahead Heather.
Heather Bresch:
Yeah. Yeah. Sure. And then anything would ask. Look we have been continuing to indicate that we don’t believe that the EPS and the short-term is kind of around that projection is the right indicator for what’s really fueling our long-term viability, our performance over the long-term and really quite honestly, where we are focused as a management team. So these are things -- we are looking at a lot of things, and obviously, when we come back with 2019 outlook, we certainly will share them with you, as well as our rationale.
Ken Parks:
And the only thing I would and I completely agree with everything Heather just said, and I would just say, consider how you see our financial results come out, which are that EPS is certainly a number that certain people like to take a look at and we certainly want to make sure and drive that to be as optimal as we can. But what I would also tell you, is what we really also want to do is make sure not just focus on EPS in a quarter, but consistent solid cash flow generation and conversion of EBITDA and net income into cash, so we can continue to delever, continue to invest in our business and continue to build that pipeline. So you will see us looking at things around what’s driving value to the business from an economic perspective and what’s driving cash into the -- out of the business and then back into the business to make sure that we are keeping our balance sheet healthy and our company strong and ready to deliver on the business plans that we have set for ourselves not just for the next quarter or the next year but the next few years. So, as I said, we will give you more color around those specifics as we continue to look at it when we get in front of you in late February timeframe with our outlook for 2019.
Operator:
And ladies and gentlemen, this concludes our Q&A and program for today. Thank you for participating. This concludes it and you may all disconnect.
Executives:
Melissa Trombetta - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Kenneth Scott Parks - Mylan NV Anthony Mauro - Mylan NV
Analysts:
Jami Rubin - Goldman Sachs & Co. LLC Gregg Gilbert - Deutsche Bank Securities, Inc. Aharon Gal - Sanford C. Bernstein & Co. LLC Elliot Wilbur - Raymond James & Associates, Inc. Chris Schott - JPMorgan Securities LLC Gary Nachman - BMO Capital Markets (United States) Liav Abraham - Citigroup Global Markets, Inc. David R. Risinger - Morgan Stanley & Co. LLC Jason M. Gerberry - Bank of America Merrill Lynch Umer Raffat - Evercore Group LLC Irina R. Koffler - Mizuho Securities USA LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Second Quarter 2018 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this conference is being recorded. I would now like to introduce your host for today's conference, Melissa Trombetta, Head of Global Investor Relations. You may begin.
Melissa Trombetta - Mylan NV:
Thank you, Gigi. Good morning, everyone. Welcome to Mylan's second quarter 2018 earnings conference call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2018. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier this morning, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our second quarter earnings release and supplemental earnings slides as well as on our website. Let me also remind you that the information discussed during this call, with the exception of the participants' questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Good morning, everyone, and thank you for joining today's call. A year ago we identified what we saw as an inflection point for U.S. healthcare. At the time, we said that each company's intersection with that point would be unique, including Mylan. We have continued to approach our industry's evolution from a firm foundation fueled by the fight to provide the world's 7 billion people access to medicine. But during the second quarter, this effort took on new forms, which we believe points to our own inflection point within the industry's broader transformation. As we've said, our ability to deliver access to medicine is predicated on the continued diversification of our portfolio and geography reach. Investments in these areas in turn drive our durability, which allow us to withstand inevitable headwinds. The fundamentals of our global business remains strong. However, there is no doubt we are witnessing a continued rebasing of the entire U.S. pharmaceutical system. Two years ago EpiPen gave us the opportunity to begin the dialogue about the reality of gross to net in our industry and its impact on the patient experience at the pharmacy counter, which is why we launched a generic at half the price against our own brand. Today, I believe time has shown that EpiPen was not a window into Mylan's business model, but rather a window into a broken and opaque system. The fact that the President's blueprint to lower drug prices recognizes systemic supply chain issues, and that a single tweak can result in the reversal of several price increases, further exemplifies the difference two years have made. While the dialogue has evolved tremendously, actions by market participants to improve the U.S. healthcare environment have been less productive. A significant reason for this I believe is that the business of healthcare and the public company framework in which it is conducted have created entrenched interests that have no incentive to course correct themselves. In fact, we see troubling trends that are doubling down on the current system instead of creating and embracing necessary changes that put the patient's interest first. From continued vertical consolidation to afforded generic utilization of the country's most expensive drugs, we believe current market practices are not sustainable. Market uptake of our Glatiramer Acetate Injection is a prime example of supply chain tactics capping generic utilization at 15% when two substitutable products have been available for nearly a year. Last year we launched our Glatiramer Acetate with a traditional approach. And for nearly nine months we worked within the system to increase access to no avail. More recently, we've taken unconventional steps to increase access. If these steps do not prevail, we will make further moves to do our part where we can to reinstate the necessary balance between innovation and access, as this balance has historically been the one aspect of the pharmaceutical industry to simultaneously drive trillions in savings while ensuring patient access to medicine. Our experience with Copaxone is representative of the perverse incentives embedded in the current system. Even after substantially lowering the price of our product, the supply chain chooses a higher priced alternative. This provides evidence that the business of healthcare feeds on higher prices, frequently putting system interest ahead of patients. Rest assured, we will continue to be vocal about measures to improve the current environment. We will also apply strategic learnings to our commercial planning in this period leading up to our generic Advair launch. Our results and our guidance for 2018 are directly correlated with the turbulence in the U.S. and the disturbing trends regarding access to complex products. Ironically, our commodity products and core U.S. business has met, if not exceeded, expectations. Our investments in complex products and biosimilars on the other hand have disappointed in the near term. But we believe longer term will continue to drive our growth globally and eventually in the U.S. once balance is restored. Our rebased guidance of $4.55 to $4.90 incorporates the best visibility we have around complex product launch and utilization assumptions in the U.S, resizing of U.S. product opportunity, and remediation of our Morgantown facility. Europe and Rest of World continued to deliver and be in line with our expectation. While the U.S. market continues to rebase over the next couple of years, we are actively exploring other metrics that could provide better insight into our global performance. As I stated earlier, our fundamentals are intact and our confidence in executing on our long stated global strategy is especially pronounced as we're continuing to forecast growth in ex-U.S. markets where more than 60% of our business resides. Over the past several quarters, we have highlighted our Built to Last platform and how it differentiates us from our peers. However, we continue to believe there is a fundamental disconnect between the strength of our global profile and the valuation of our security. I'm excited about today's announcement by the board, direct -regarding a strategic review committee, which has been formed with independent directors and is chaired by our lead independent director, Mark Parrish, to look into all alternatives to unlock value. Rajiv is going to walk through a couple of updates. And Ken will cover some of the financials in more detail. And then we will take Q& A. But first, please allow me to thank our employees around the world for their unwavering dedication and commitment to Mylan. Thanks to our board, our management team, and our colleagues around the globe. Our foundation and future have never been stronger. With that, I'll turn it over to Rajiv.
Rajiv Malik - Mylan NV:
Thank you, Heather. Before I get into a few product specific updates, I would like to offer a general perspective on our experience with the approval process for the complex products. We have a proven track record in getting many complex generic and biosimilar products across the finish line and approved by FDA and other international regulators. We believe strongly that continuing to secure approvals on these types of products in our pipeline is not so much a question of if, but rather when. While our confidence in the science and the robustness of our application is unwavering, our ability to reliably predict timing of certain U.S. approvals has been challenged by FDA's evolving review approach, especially in the case of complex generics. At the same time, we are pleased to experience the process for biosimilar approval, which is much more predictable and reliable. We are also keenly aware that providing this much transparency about the timing of these approvals and launches can have unintended consequences, especially regarding the market dynamics. Given destability and market factors, we are reviewing our approach regarding the level of detail we provide publicly around the timing of individual product submissions and approvals. I would now like to spend the next few minutes providing updates on select developments from the quarter. Let's start with generic Advair. I would like to confirm that we received a minor complete response letter on June 27, which only included labeling and CMC comments. There were no outstanding questions (10:18) clinical, biocleanse (10:19), and facilities. We quickly responded to the CRL in mid-July, as it required no additional data generation and substantially focused on clarification of existing data. The agency assigned a minor amendment goal date of a standard three-month period following a CRL response. Because this product has received a priority designation, we remain hopeful that FDA will prioritize this review and complete it earlier than our assigned goal date. We continue to be ready with supply and are prepared to launch upon receipt of approval. Moving on to generic receptors. We recently received a complete response letter from FDA that requests minor clarifications to the CMC. And we have already submitted our response. As already confirmed, this is not a meaningful financial driver, but it is an opportunity to provide accessible and affordable quality product to the patient. Now on to Mylan's Fulphila, which is the first FDA approved biosimilar to Neulasta, and the second biosimilar for Mylan and Biocon's client portfolio approved in the U.S. We launched the product in July and are very proud to lead the first wave of biosimilar introduction in the U.S. Our launch has included a suite of services to further support patients and caregivers with a treatment. We expect a gradual, but sustainable uptake with the product. And we continue to ramp up our capacity as we expand our launch. So far the launch has been in line with our expectations, which have been recalibrated based on our experience with other complex product launches. I would like to now address EpiPen supply. Unfortunately, our manufacturing partner, Pfizer, continues to experience interruptions in the production of EpiPen. Currently, Pfizer supplies to Mylan are inconsistent and inadequate in meeting global demand, including in the U.S. As a result, supplies will continue to vary from pharmacy to pharmacy and may not always be available. We appreciate how important it is for individuals with a life threatening allergy to have access to epinephrine auto injectors and understand the challenges this situation continues to pose for patients. We are actively exploring every option with Pfizer that would help stabilize supply and are in regular dialogue with FDA and other health authorities around the world. I'll now provide the latest update on our sites in Morgantown and Nashik. Mylan has always been and remains committed to maintaining the highest quality manufacturing standards at its facilities around the world. At the end of the June, we released a statement confirming that the FDA had completed a recent inspection in Morgantown and made observations in a Form 483. We have submitted a comprehensive response to FDA and are committed to a robust remediation and improvement plan. As a result of FDA's evolving regulatory expectations, our commitment to maintain high quality standards has left changing industry dynamics. We have undertaken a restructuring and remediation program in Morgantown during the second quarter of 2018. The program, which includes a discontinuation of a number of products, is aimed at reducing complexity at the facility. These actions have temporarily had a negative impact on production levels, product supplies, and operations. However, long term these actions will only further strengthen our Morgantown site. As for Nashik, I'm happy to inform you that our warning letter has been lifted, and we are operating business as usual. I would also like to share a few thoughts on the performance of our global commercial platform. U.S., the largest pharmaceutical market in the world, continues to be a very meaningful market for Mylan, despite some of the current challenges and headwinds Heather talked about. The fundamentals of our business, which include our portfolio, our pipeline, our global supply chain, and our customer relationships in the U.S.A. remain strong. These are the attributes that give us the strength, durability and ability to withstand the current headwinds and evolving industry dynamics in this very important market. Our Europe and Rest of the World businesses are on track. And we continue to see consolidated high single digit growth in 2018. Our global key brands like Creon, Influvac, DYMISTA, DONA (15:38) and our ARV businesses remain solid. These visions are further fueled by our new complex product launches, such as Glatiramer Acetate; Semglee, our biosimilar to insulin blocking; Hulio, our biosimilar to Humira; and Hertraz, our biosimilar to Herceptin. We also continue to strengthen this diverse portfolio with the complementary bolt-on business development opportunity. Before handing the call over to Ken, who will walk you through the financial metrics in more detail, I would like to thank our employees all over the world for their commitment to Mylan and the patients we serve. Thank you.
Kenneth Scott Parks - Mylan NV:
Thanks, Rajiv, and good morning, everyone. I'll take a few minutes to provide a quick overview of our financial results for the second quarter. Total revenues of $2.8 billion were 5% lower than the prior year. Europe, which was up 4%, and Rest of World, which was up 10%, helped to partially offset a 22% decline in North America driven by lower volumes on existing products including EpiPen and primarily driven by the timing of purchases of our products by our customers and the impact of the restructuring and remediation program in our Morgantown manufacturing facility. Adjusted net earnings declined 7% to $551 million. And adjusted diluted EPS decreased 3% to $1.07 during the quarter, which includes benefits from a lower share count following the completion of our $1 billion share repurchase program at the beginning of this year. Moving to segment profitability. Excluding approximately $87 million of expenses related to the Morgantown restructuring and remediation program, North America adjusted segment profitability declined 28%, primarily as a result of the volume declines in sales from existing products. Europe's profitability declined 6% during the quarter, driven by slightly lower pricing and volumes, partially offset by the contribution from new product sales. I'll remind you that the new product launches and seasonal products are weighted more heavily to the second half of 2018, therefore driving more growth in Europe in the balance of the year. Rest of World profitability expanded 26%, mostly driven by new product sales including those in our ARV franchise along with emerging market growth. Both Europe and Rest of World continued to benefit from our ongoing integration activities, as we execute on our plans to further optimize our cost structure. We also continued to invest in areas such as sales and marketing, as we focus on driving growth in several of our global key brands. Adjusted free cash flow for the six months ended June 30, 2018, totaled $1.3 billion. That's an increase of 22% compared to the prior year and reflects favorable working capital performance and lower capital expenditures. First half 2018 adjusted free cash flow conversion was healthy at approximately 126% of adjusted net earnings, another measure of the strength and durability of the cash flow generating capability of our business. During the quarter, we completed a €500 million bond offerings. These proceeds of this offering combined with those from our $1.5 billion offering in April were used to repay a portion of debt maturing in 2018 and 2019. By extending debt maturities coupled with our strong cash flow generation, we further strengthened our capital structure and increased our financial flexibility, as we continue to execute on our business plan for 2018 and beyond. Our debt to adjusted EBITDA leverage ratio at June 30 was approximately 3.9 times. That's in line with the previous quarter and our expectations. Over the next 12 months, we intend to repay more than $1.1 billion of debt including €500 million of notes maturing this November and $550 million of notes maturing next year utilizing our solid cash generation. We continue to expect that our 2018 year end leverage ratio will be reduced towards our previously announced guidance of 3.5 times. We remain fully committed to our deleveraging strategy as well as our investment grade credit rating. Finally, as you heard earlier, Europe and the Rest of World remain on track to our initial guidance. However, we're revising our overall 2018 guidance predominantly due to the changes in our U.S. business that Heather outlined. We're lowering our previous total revenue guidance range of $11.75 billion to $13.25 billion to our current range of $11.25 billion to $12.25 billion, which is now roughly flat at the midpoint versus full year 2017. As a result of the lower top line expectations, we've also revised our adjusted EPS guidance to a range of $4.55 to $4.90 per share, down from our previous range of $5.20 to $5.60 a share. Our new adjusted EPS range represents an increase of 4% at the midpoint when compared to the prior year. Even with this new adjusted EPS guidance, we expect to deliver between $2.1 billion and $2.5 billion of adjusted free cash flow. That's consistent with our initial guidance as we began this year. With that, we'll now open the call up for questions. Gigi?
Operator:
Our first question is from Jami Rubin from Goldman Sachs. Your line is now open.
Jami Rubin - Goldman Sachs & Co. LLC:
Thank you. Just a few questions if I may. First on the Morgantown facility remediation plan, which obviously led to lower volumes this quarter. How much of that business, Heather and Rajiv, do you expect to come back? And when? I mean it seems that some of these issues are discontinuations and won't ever come back. But how much of those lost sales are one time in nature and you expect to come back? Secondly, in terms of the earnings guidance this year in North America. Are you modeling new product launches such as generic Advair? And then thirdly, just if you can – maybe this is for you, Ken – help us triangulate how the low end of the old guidance was $11.75 billion and $5.20, while the midpoint is now $11.75 billion and $4.72. Can you explain the difference? The EPS difference is $0.50 and – or $300 million in EBITDA. Can you talk through what that difference is? Thanks very much.
Heather M. Bresch - Mylan NV:
So maybe I'll start, Jami. And then I'll let Rajiv and others chime in. And as far as Morgantown remediation, I think as Rajiv said, we are continuing to totally up that facility and doing it as quickly as we possibly can. So certainly we are hopeful. I think, as Rajiv said this, through 2018 that we will be seeing that continue to turn around. And that's continuing to be able to rebring volume back up to where we said we were bringing it back up to, which is obviously streamlined from where the facility has been historically. So kind of that rightsizing and remediation is all happening simultaneously.
Rajiv Malik - Mylan NV:
Yes. And just going back to the Morgantown, it was not triggered just by this FDA inspection. It was a part of our – this year's plan actually to right size it. Because we have observed that it will be very difficult for us to manage this sort of complexity, which Morgantown is, which is 20 billion doses with the evolving FDA expectation. Having said that, while rationalizing, Jami, we have kept three things in mind. We have stayed close to the customers. And we have packed up the products where there are more than six, seven, eight, 10 competitors. So they're not very – like from the drug shortage point of view, from the patient point of view, we have taken that into consideration. We have kept – we have made sure that products, if we are the one of the two or one of the three suppliers, we continue to supply, so that there's never a drug shortage or that sort of problem. We have stayed close to FDA. Now yes, this is a very evolving and dynamic business as you know. And there are always opportunities where you will get opportunity to get back to the products. And in products which are even 10-, 20-year old. And we – once we come back and we are up and running in the full steam, definitely we will go after the opportunities to get back that volume.
Heather M. Bresch - Mylan NV:
And as far as guidance, I'll comment on that and then Ken can revenue. Look, Jami, our rebasing is just that, rebasing. And that low end of the guidance takes into consideration worst case scenario. So if we didn't receive Advair – obviously you can hear in our tone, we believe not only should we get it, but we should get it ahead of the goal date in mid-October. So not – we are confident, but certainly want to take the opportunity that that low end – that this range that we've given kind of accounts for that full spectrum of not only with the product launches in the U.S., but again as we talked about, the assumptions that we're putting in as far as utilization. And also taking into consideration the sizing of now these opportunities, which have changed here pretty dramatically in the last several months when you look at what the brand of Advair is today versus what it was.
Kenneth Scott Parks - Mylan NV:
And, Jami, I think it's important – I know you called out and Heather spoke to the guidance range on the EPS side. As we move through the year, we obviously narrow the topline guidance range. So I think it's probably important not just to look at the low point, but where the midpoint has moved. And when you look at that, I think your question runs to the drop in the EPS guidance versus the move in the topline revenues. What I'll reiterate is the change in the revenues go exactly to what Heather outlined in her commentary. And in fact, the way that she outlined them I think you can kind of size them appropriately based upon the order of complex products, resizing of the opportunities, as well as the Morgantown remediation and restructuring plan. I'd also point out that the heavier drop on the bottom line is because there are costs going through the system as we remediate the plant in Morgantown and restructure that plant. So that would be the reason for a slightly larger drop on the EPS side versus the movement in the revenue range.
Operator:
Thank you. Our next question is from Craig (sic) [Gregg] (27:44) Gilbert from Deutsche Bank. Your line is now open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Yes, thanks. I have two. First for Rajiv, back on generic Advair, you mentioned you're confident, although there were some questions about CMC and labeling. Labeling sounds straightforward. But CMC may or may not be. Can you talk in any more detail about what that could entail? And then secondly for Heather and/the board, I think announcing a strategic review at the same time you're lowering expectations and in large part talking about and blaming the environment, not just the company, it takes the teeth out of such an important announcement. So I'm hoping that we can focus back on that announcement. And can you talk about the strategic review and some more details. What range of options are you considering? Are we thinking sale, merger, go private, or other? And what is the timeline for such a process? Thanks.
Rajiv Malik - Mylan NV:
Okay. Let me start with the generic Advair. As I mentioned, there were no clinical, biocleanse (28:47), and facilities related questions. The questions were around labeling and CMC. And you're right, labeling was straightforward and so was CMC. Just given the complexity of this whole product and the submission, the major response which we acquired, a lot of this was around the clarifications around the data, which was already submitted. We had a follow on call with the FDA before we submitted that response, just to align that this time we direct them where the data is. There was no additional scientific data generation required. That's why we could turn it around. So we are very optimistic and confident that I think this is the last turn. And we have given them what they were perhaps they could not able to – they were able to get it from the responses which were already filed.
Heather M. Bresch - Mylan NV:
And, Gregg, as far as the strategic committee, here's what I would say. And as I tried to convey in my opening remarks, I couldn't be more excited that the board has decided to take this next step to unlock value. I think you've heard me talk about for quite a while being frustrated with the disconnect around the fundamentals and the global profile of our business versus industry dynamics. And I think you called out correctly. We are absorbing industry dynamics in these macro situations and believe that Mylan's platform is in a better position to absorb those headwinds than anybody else. And as we look across the markets, when you see peers, whether here in the U.S. or across Europe or Asia, some of the multiples being applied to businesses that quite frankly we believe are very sub-par to Mylan's, is where that frustration grows. And I think you can even look today at where we've rebased, if you took the low end of our range and applied a 10 multiple, you're at $45. So I think therein lies the rub. And I think our board taking the next step to put this committee together to be evaluating all alternatives. And I would say, there's been -- this is the beginning of that process. There is no thing not on the table. I think that we'll be looking at everything. And certainly as appropriate we'll come back and report out on that. So that's really about all. There's really nothing more to say at the time about that committee, except I am excited about it. And I think it's the right next step.
Operator:
Thank you. Our next question is from Ronny Gal from Bernstein. Your line is now open.
Aharon Gal - Sanford C. Bernstein & Co. LLC:
Good morning, everybody. I have three questions if I may, if you don't mind. First, going back to Jami's question, more for Ken. Should we expect a sustainable lower gross margin from Mylan, given the impact of – the simplification of the Morgantown facility? That is, given the size of that part of your business, should we expect like the net of new product launches, the gross margin to be rebased lower? Or is this just a temporary period? And then we kind of go back to the same area? Second, on Neulasta, a couple of questions there. So first, I know that, here for the marketplace you choose, narrow distribution for the product as opposed to a broad distribution. Can you talk about how that impacts your strategy? Does that mean you're focusing more on physician practices than the larger hospital chain? And can you talk more broadly about your early observation about the adoption? And last but not least, regarding Advair, it sounds like you are looking for kind of like a 4Q launch here. Your guidance seems to suggest that you're expecting somewhat of a minor impact on the fourth quarter. Is this not supposed to come in like a channel fill early on? If you can talk a little bit about the dynamics, if an Advair comes to the market and its contribution to the guidance this year. Just so we don't kind of mis-model this.
Rajiv Malik - Mylan NV:
Yeah. Ronny, before Ken answers, I just want to put in perspective. Morgantown is a very meaningful facility for us. But then, if you take our North American business, let's not forget a very important contribution from the class thermal (33:04), from the semi solids, the ointments, the injectable business, the Xulane, also the patches like that. So there are – and also in the Morgantown when you pick up, there are some products which make money. There are some products which don't make money. And while we are rationalizing, we are taking all this into consideration to protect as much as we can in a very responsible way and can get back to that as soon as possible. Now I'm handing over to Ken.
Kenneth Scott Parks - Mylan NV:
And he answered it well. So I don't have a lot to add to it, other than the fact that also one of Jami's earlier questions was the temporary impact versus the longer impact of that. And as Rajiv and Heather said, we believe that the – effectively the part of our business that we want to bring back we're comfortable that that remediation and restructuring is going to be completely effective for Morgantown. And therefore, our profitable business will come back into the portfolio. And we've made some choices around certain products as we simplify and make the Morgantown facility less complex. So overall, this impact is temporary and we believe that our profitability levels are sustainable.
Anthony Mauro - Mylan NV:
And, Ronny, I think you asked the question around our Fulphila launch. And what I would say first and foremost is we're very happy with this launch. We're on track with our expectations. We are partnering with clinics, with payers, especially oncology distributors and GPOs. Yes, it's very surgical as you commented. But we have great confidence in terms of how we launch it. And we are really monitoring and happy with where this uptake has been here in the first month of launch.
Operator:
Thank you. Our next question is from Elliot Wilbur from Raymond James. Your line is now open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks. Good morning. Just want to ask a line of questioning around Copaxone market dynamics. So I guess the company's recent WACC price adjustment got a lot of attention and still seems to be a subject of debate as to how much of an impact that's actually had on net pricing dynamics. And I guess what – sort of given the rebate dynamics that Teva has put in place and the system's desire for rebates versus savings, what exactly are you doing there in terms of trying to drive incremental uptake? And in fact, has there been much of a change in terms of overall net pricing dynamics sort of post that WACC price adjustment? And then second question is, can you just help us a little bit more in terms of thinking about EpiPen supply outside of sort of the just general commentary on your overall issues? Is there anything you can help us with in terms of fulfillment rates or what we should be thinking about in terms of a relative ability to supply in terms of units versus historic rates that would be helpful? Thanks.
Heather M. Bresch - Mylan NV:
Thank you. So we'll start with Copaxone. I think that what's interesting is, your question is, does lowering the price really impact the channel? And I think that that probably – your question in and of itself I think highlights the perverseness of the system we're operating in. And especially as we're seeing around complex products. I mean I think the fact that we lowered it by 60% and the channel is incentivized to continue to stick with higher priced options is in and of itself the problem. And I think if you look at the role that the generic industry has played, there has been this balance of innovation and access. And what we're seeing, and why I said they're troubling trends on the complex side, is we're seeing low single digit to 20% generic utilization. And that's what we believe is not sustainable. So as I said we started traditionally with our launch. We moved to unconventional. And I can tell you we're not going to stop. I think that there are limited tools, but there's other tools out there that we can do to continue to highlight the savings that payers, especially employers, should be reaping from the access now to a generic alternative. And I think that as we continue to publicize that drop in price, I think that it is causing – we definitely are starting to see a lot more conversation and questions being asked about why they would be paying so much more for the brand when the generic is available and seeing what our WACC price is. So I think that we're continuing those discussions. And like I said, we won't waste a lot of time to continue to do what we need to do to not only improve access, but quite honestly, for us it's about totally removing what we believe is unsustainable for these complex products. You look at the top 20 most expensive drugs in the country right now, only a couple have generic equivalents. There's a lot more coming. And we believe it's absolutely necessary for this country to adopt higher generic utilization rates and allow that access to flow when there's a biosimilar or a generic equivalent available on EpiPen. Yeah.
Kenneth Scott Parks - Mylan NV:
On the EpiPen supply.
Rajiv Malik - Mylan NV:
It's hard to – it's been very challenging because our EpiPen supply interruption. While we have been able to anticipate along with the Pfizer team, working with them and working with the FDA, and made several improvements to improve the supply chain, a lot of it also too from Pfizer point of view is dependent upon the incoming – the component and the quality of the component. And we have good months of supply from Pfizer. And then suddenly we get very erratic and which is really 30%, 40% off than what we are expecting, just because of the quality issues, which can come up. So first of all, we are staying very close, as to Pfizer is the right company to answer. We are working very closely with Pfizer on this to do everything possible. And because we understand the importance from the patient perspective. And we'll do everything in our capacity to work with them and work with the FDA to improve this situation as far as possible.
Operator:
Thank you. Our next question is from Chris Schott from JPMorgan. Your line is now open.
Chris Schott - JPMorgan Securities LLC:
Great. Thanks very much for the questions. Just two here. First, on the strategic review, how are you thinking about short term value creation and just where the stock is trading today in terms of the longer term business and the structure? And I guess as part of that, how practical would it be to think about splitting the company? Or is the business integrated at this point where you'd be thinking about significant dis-synergies? Just sort of thinking about the range of options that are available to the company. And my second question is just on guidance and your approach to guidance setting. I guess this the second year in a row where you start the year optimistic on new launches. You've had to come in midyear and cut numbers for items that are out of your control. And I'm just wondering, was there any thought of taking a more conservative approach as you set this guidance? Or as we think about setting future guidance for the company? Thank you.
Heather M. Bresch - Mylan NV:
Yeah, Chris. Thank you. As far as the strategic review, I would say it's too premature to talk about what's the art of the possible. What I can tell you is as it states, that it's looking at all alternatives to unlock that value. And I think that will continue to be an ongoing review about what would unlock value for shareholders. And I think that like we said, taking that next step is important. And we'll report back when and if appropriate. And as far as guidance, I think that as I stated just a few minutes ago, that we absolutely have tried to, to the best of our ability, with the – with – given where visibility is around complex products and what – are continuing to push and be able to take – use our platform to hopefully unlock some of these issues and the blockage that we're seeing in generics, like I said around biosimilars and complex products. We tried to take this guidance and make sure to incorporate all of that. Worst case scenario. So that we appreciate that. And I appreciate you stating that over the last couple years, there could have been things out of our control that caused that rebase. We do believe that for Mylan, this does incorporate that rebase and taking the worst case scenario at that, at our lower end. I think for the U.S. as a whole though, that this continuing rebasing is going to happen for a couple of years. But I think given where we are with our products and the launches that we anticipate, this range should take all of that into account. And we look forward to continuing to definitely grow from this point forward.
Operator:
Thank you. Our next question is from Gary Nachman from Bank of Montréal. Your line is now open.
Gary Nachman - BMO Capital Markets (United States):
Hi. Thanks. Heather, the cautious commentary on greater challenges with complex products. You've done a good job putting together a very big complex portfolio. So what do you think really has to change for dynamics to improve there? Is it even more competition in some of these categories? And do you need to diversify even more away from the U.S. market longer term into ex-U.S.?
Heather M. Bresch - Mylan NV:
Yeah. No. Thank you. Let me start with our global business. We've talked about the opportunities in the pipeline that we've been investing in over almost the last decade as global opportunities, whether it's biosimilars, insulins, Copaxone. These are all things that are feeding our global commercial platform. Obviously, the U.S. as being a very meaningful marketplace, when we see that stalling of generic uptake, it's, as I said, concerning. And I meant every word I said in my opening commentary that they're troubling trends. I believe that they're not sustainable. You cannot be facing the healthcare expenditure that we're looking at as a country and not expect generics to play the role they have historically, which is saving. It's the only part of the industry that I think has worked like a market. I don't believe this is about competition quite honestly in this marketplace. I believe that we've got significant challenges to the way formularies are tiered. And I think that, I would like to call to action, that the C-suite in corporations around the United States be looking at those formulary tiers. The fact that generics – that access should flow historically. There have been brand, non-preferred brand, and generic. And once there was a substitutable or an interchangeable product, that access slowed. And that's what kept prices down for our – the payers and the system from government to employee. When you start blocking that access and putting them on different tiers you see what's happening in consequence to that. You're down in the high-teens as far as utilization, versus 90% in our typical oral solids or small molecule. I think the other issue is the specialty tier in formularies. That specialty tier isn't tiered against brands and then substitutable products or biosimilars. And I think we're really going to have to revisit how that works, to allow – to ensure that that access flows. And quite honestly, that's been the feedback we've been giving to the President's blueprint. That there has to be that access, or it really ruins the model on every other aspect as far as how the industry has worked and is going to have to work as far as sustainability. So I'm very hopeful that we will be able to – these changes will be able to continue to be adapted. And there's going to be access forced for these generic alternatives, which quite honestly has been the backbone of the pharmaceutical system here in the United States. And I think we can all agree that as we look at these expenses, the top 20 products, I think more than half of them are biologics. So it's going to be absolutely necessary that we fix the formulary issue.
Operator:
Thank you. Our next question is from Liav Abraham from Citi. Your line is now open.
Liav Abraham - Citigroup Global Markets, Inc.:
Good morning. Rajiv, perhaps you could address some of the comments you made on the call regarding the generics environment in the U.S. We've been hearing from some of your peer commentary around stability in pricing dynamics. Not amongst your more complex products, but the base business. If you can just comment on that, that would be helpful. And then secondly, I'm not sure if I missed this. But can you quantify your revenues from new products in the quarter? I believe last quarter you talked about $100 million in new product revenues and about half of that being in the U.S. Please correct me if I'm wrong. But I'm not sure if I missed that number, but if you could comment on that, that would be helpful. Thank you.
Anthony Mauro - Mylan NV:
Yeah. Maybe I'll just kickoff as it relates, Liav, to the generic environment commentary you'd asked. And I would say we have seen a stability, a more stable market from a pricing perspective from our core business here in the U.S. And we're very optimistic about how that rolls into the future.
Kenneth Scott Parks - Mylan NV:
So on new product revenues, Liav, we did quantify that for you last quarter. This quarter, it's about $200 million of new product revenues flowing through. And I would say about half of it is in the U.S.
Operator:
Thank you. Our next question is from Dave Risinger from Morgan Stanley. Your line is now open.
David R. Risinger - Morgan Stanley & Co. LLC:
Yes. Thanks very much. I just was hoping to get a little bit more color on whether your guidance midpoint is conservative? The reason why I asked the question is that Mylan seems perplexed as to its low valuation relative to some competitors in the field of generics. But some competitors tend to provide very conservative guidance that investors can be assured will be beaten, which then enhances the PE multiple. And so I'm hoping that your rebasing is yielding a midpoint that will prove conservative. But I'm not sure if that's the case or not. So maybe you could just provide some more perspective on your level of confidence in the midpoint of the guidance and your policy for providing guidance going forward? Thank you.
Heather M. Bresch - Mylan NV:
Sure, David, and thank you for your question. I guess I'm a bit perplexed about maybe what peers we're talking about. I know a lot of our peers have significantly rebased their business over the – some point in time over the last 12 months. So again, I think that was the point we were making about the guidance that we've put out today is that we believe that it incorporates the worst case scenario at the bottom end. And we should be able to grow from here. So I can assure you our intent is to be giving you guidance that we certainly believe that we're going to meet. And so we've taken all that into consideration. And I just believe – that's why I made the point earlier – that this has been our inflection point with the industry and the turmoil that the U.S. is in. And I think that as a complex product, as we continue to hopefully see that steady growth from a utilization perspective will really be what allows Mylan to continue that growth from here. But we believe we've incorporated where that stands today in taking, like I said, the worst case scenario into consideration.
Operator:
Thank you. Our next question is from Jason Gerberry from Bank of America. Your line is now open.
Jason M. Gerberry - Bank of America Merrill Lynch:
Hey, good morning. Thanks for taking my questions. Just a couple. Just as I think about the complex generic opportunity, it sounds like absent changes to the system, is the only catalyst for rapid generic adoption just more approvals? And then a shift to multi-source pricing, such that the brand company just isn't able to contract as effectively. So that's my first question. And then just on the biosimilar opportunity. Can you confirm, are there any supply issues that you have out of the gate? Just kind of curious for a little bit more color around the delay in terms of the launch? And then lastly, will you in the future be breaking out biosimilar revenue? I know that's one thing that investors – some of your stickier businesses like OTC and biosimilar, which typically command higher multiples. Just sort of curious if you'll be thinking about providing investors with greater visibility? Thanks.
Heather M. Bresch - Mylan NV:
Okay, sure. I'll start with the multi-source question. Here's the irony again of I think where we find ourselves at this moment. The commodity type products, our core business as we said is meeting our expectations. Because of the broad portfolio that we have and those levers that we have to pull with all the different dosage forms and the channels that we operate in the U.S. system. When you look at the complex products, the reason we've invested and have continued to bring not only our science, now having a proven track record, but our ability to launch and to supply these products, is because there is a high barrier to entry. And there's not going to be five plus players, at least not in the near term. And you would think that a company would get rewarded for that investment and bringing those alternatives to the marketplace. And instead, what we're seeing right now is just blocking and using that generic as a stalking horse to play the tactics that are blocking it. So what I can tell you is that I don't think this is about getting four or five competitors. I don't even think that's reality. I think what we need to focus on is requiring formulary access to generic alternatives. And that's what we're pushing for. And that's going to make the market work effectively and efficiently as it has been meant to do. And I think that's what we'll continue to fight for. And that's where you'll see the difference in a meaningful way about utilization uptake.
Rajiv Malik - Mylan NV:
And regarding your question on biosimilars, I would say, while modeling the biosimilars, we have taken into consideration the current launches around the world. And we have modeled a ramp, a slow ramp as compared to the oral solid generation and all that. So you can see a slow ramp and longer NUD (52:09), and that's what we are modeled. We have three launches planned in the second half of the year. The one is a Neulasta for U.S.A. The second is the Semglee, the biosimilar to the insulin in Europe. And the third is towards -- in the last quarter we have Hulio, which is the biosimilar to the Humira in Europe. And we don't see any supply constraints for any of these things. Yes, supplies do get ramp up as we have modeled them according to our launch models.
Operator:
Thank you. Our next question is from Umer Raffat from Evercore. Your line is now open.
Umer Raffat - Evercore Group LLC:
Hi. Thanks so much for taking my questions. Heather, you shared your thoughts on the disconnect between the intrinsic value versus the market view. And my question is, there must be a business where you think the disconnect is the most. Which one is that? And what part of the company is that? One. Second, maybe it will be interesting to get your thoughts on just the weakness in Europe and whether it was driven by Morgantown or other factors? And then finally, Rajiv, I know you mentioned CMC issues on Advair. My question is, are you no longer worried about the new drug device combo guidance from FDA, which it had issued separate from the product specific guidance? Thank you.
Heather M. Bresch - Mylan NV:
Okay. And, Umer, I'm sorry. On your first question, I didn't quite get what you said about what do I think is working? What was the last point of...?
Umer Raffat - Evercore Group LLC:
It was more, what part of the business you think has the most disconnect in value? Is it a certain part of the company? Or a certain geography, et cetera?
Heather M. Bresch - Mylan NV:
Okay. No, here's where I think the disconnect is. We have U.S. centric shareholders that live and breathe the United States and are living the turmoil that we're seeing every day from Presidential tweets to the turmoil and the turbulence that we're facing. So if you – with that mindset, you can understand that you can obviously become very absorbed with what's happening here in the U.S. I think where we believe that that disconnect is, is really measuring our global profile. And the fact that more than 60% of our business is outside the United States, we're going to continue to diversify, both portfolio and from a geographic reach. And I think that's what's allowed us to absorb the volatility. I mean if you look at our business 2017 to 2018 basically with where we've just rebased, we're flat. And I think in the environment, especially here in the U.S., that that's pretty heroic. So I think that what – where we fundamentally see that is not getting credit for the global profile that we have created. And that's what we're going to continue to go figure out how to unlock that value. As far as Europe I would not say weakness, but...
Rajiv Malik - Mylan NV:
Morgantown is not a reason for anything to do with Europe. Morgantown is predominantly – when I say predominantly, 95% plus is U.S. centric supply side. So that is not a reason for any weakness in Europe too. The question – and your third question was on drug device, the new guidance which is on the drug device. And let me just confirm the CMC questions included some questions on the drug device. But they were about the clarification on the data, which we have already submitted, and some additional scientific justification on some of that. So the new guidance has not played into a new question from here.
Kenneth Scott Parks - Mylan NV:
Let me add a comment here, because we've had several questions on guidance, whether it be breaking out biosimilars or how do we set guidance. I don't want to let the opportunity pass to reiterate the commentary that Heather said in our opening comments. That as we look at this business, we continue to look at the performance metrics that we think are best to measure this business. So as we move forward, we're going to be looking at things beyond EPS, as to the factors that we'll be talking both internally and externally about how do we guide this business. And we spent a lot of time talking about EPS ranges this morning. But those are relatively short term metrics. And I think I just want to make sure that we all understand as we talk about not just this quarter and this year but going forward, that we will be looking at other metrics to guide this business.
Operator:
Thank you. Our next question is from Irena Koffler from Mizuho. Your line is now open.
Irina R. Koffler - Mizuho Securities USA LLC:
Hi, thanks for taking the question. On the subject of guiding the business, I think Rajiv mentioned that you're not going to provide as much granularity about the timing of product approvals in your communications. Can you expand on that? Just because there's already not a lot of granularity in the product by product sales? So if we don't have timing of potential approvals, it just gets even harder to model the business. And I was just hoping you can expand on that. Thank you.
Heather M. Bresch - Mylan NV:
So look, I think we give – we have given historically down to the day that we think something is going to get approved. And I think all that you heard us reiterate is that kind of predictability and certainly just doesn't exist in the system right now. So it's not – we can't give a date and then get punished for missing that date, when that date has uncertainty to it. And so all we're trying to warn is that our guidance is taking that in. And I think as Ken just reiterated, which is why we're continuing to search for metrics that will allow us to guide on how our performance is. Obviously, new product and new product launches is what our business is all about. So those are extremely important. And as approvals come to the market, obviously the market is very aware of those products being in the marketplace. I think we're just trying to sensitize that there's a cautious balance between trying to be predictive in a non-predictive environment when it comes down to the minute of the day. And I think whether something is off a day or a week or a month, certainly it's our responsibility to guide those large drivers. And we will continue to do that.
Operator:
Thank you. Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect.
Executives:
Melissa Trombetta - Mylan NV Heather M. Bresch - Mylan NV Kenneth Scott Parks - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan NV
Analysts:
Jami Rubin - Goldman Sachs & Co. LLC Elliot Wilbur - Raymond James & Associates, Inc. Gary Nachman - BMO Capital Markets (United States) Christopher Schott - JPMorgan Securities LLC Aaron Gal - Sanford C. Bernstein & Co. LLC Douglas D. Tsao - Barclays Capital, Inc. David R. Risinger - Morgan Stanley & Co. LLC Liav Abraham - Citigroup Global Markets, Inc. Ami Fadia - Leerink Partners LLC Timothy Chiang - BTIG LLC Umer Raffat - Evercore Group LLC Rohit Vanjani - Guggenheim Securities LLC Irina R. Koffler - Mizuho Securities USA LLC Andrew Finkelstein - Susquehanna Financial Group LLLP
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan First Quarter 2018 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will be given at that time. We ask that you limit yourself to one question, and one – and if you have a follow up, please re-enter the queue. As a reminder, this conference call is being recorded. I would now like to turn the conference over to your host for today, Melissa Trombetta, Head of Global Investor Relations. You may begin.
Melissa Trombetta - Mylan NV:
Thank you, Sonja. Good morning, everyone. Welcome to Mylan's First Quarter 2018 Earnings Conference Call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2018. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on form 8-K earlier this morning, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely posts information that may be important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our first quarter earnings release and supplemental earnings slides as well as on our website. Let me also remind you that the information discussed during the call, with the exception of the participants' questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thank you, Melissa. Good morning, everyone, and thank you for joining today's call. I can't believe it's only been a few short weeks since we last spoke during our Investor Day presentation in New York. As we shared with you then, and as our Q results continue to reinforce, Mylan is a differentiated player in our industry. During Investor Day, we had the opportunity to highlight the power of our business model, which revolves around access, diversification, and durability. We provided a comprehensive overview of our commercial and operations platforms, as well as our exciting global pipeline. We also showcased Mylan's ability to generate consistent and durable results, supported by our diversity across geographies, product lines, and channels, all while absorbing evolving industry dynamics and natural market volatility. Our first quarter continues to build on this story and represent a strong start to the year. We remain confident in our expectations regarding product approval timelines for key launches throughout the rest of the year and are reaffirming 2018 guidance. Since there have been no major changes since we were last with you, we're going to keep our remarks brief this morning, so we can get right into Q&A. Before turning the call over to Ken to talk you through the highlights of the quarter, I'd like to take a moment, thank our employees around the world for their continued dedication and commitment to Mylan. And we look forward to answering all of your questions following Ken's remarks.
Kenneth Scott Parks - Mylan NV:
Thanks, Heather, and good morning, everyone. I'll take a few minutes to provide a quick overview of our financial results for the first quarter, which were in line with our expectations. Total revenues declined slightly compared to the prior year to approximately $2.7 billion. We continue to benefit from our diversified and durable platform, with solid revenue performance from both our Europe and Rest of World segments, helping to offset most of the competitive dynamics in North America. North America was also negatively impacted in the quarter by the sale of certain contract manufacturing assets and the new revenue recognition accounting standard, both non-operational items. Moving to segment profitability. Primarily as a result of declines in net sales from branded products, including EpiPen, the impact of the loss of exclusivity on olmesartan and olmesartan/HCTZ, partially offset by new product introductions, North America declined 22% compared with the prior year. Profitability expansion in both Europe and Rest of World, including benefits from our ongoing integration activities and the continued benefit of stable business operations in many markets, substantially mitigated the North America decline. We also invested in areas such as sales and marketing, as we focus on driving growth of several of our global key brands. Adjusted net earnings declined 1% to $496 million, while adjusted diluted EPS increased 3% to $0.96, both of which were in line with our expectations for the quarter. The increase in adjusted diluted EPS includes the benefits from a lower share count, following the completion of our $1 billion share repurchase program in the beginning of the year. Adjusted free cash flow for the three months ended March 31 totaled $664 million. That's an increase of 39% compared to the prior-year period and driven by improved working capital velocity. At the end of Q1 2018, we decided to proactively execute a $1.5 billion bond offering, further strengthening our capital structure and increasing our financial flexibility, as we continue to execute on our business plan for 2018 and beyond. We also intend to repay €500 million of notes maturing in November of this year. And as a result, we remain committed to deleveraging and to maintaining an investment grade credit rating. We also continue to expect our leverage ratio to be below 3.5 times by the end of 2018. Finally, for the full-year 2018, we reaffirm our previously disclosed guidance and business outlook, including our total revenue guidance range of $11.75 billion to $13.25 billion. That's a 5% increase at the midpoint versus full year 2017. Our adjusted EPS guidance remains unchanged at $5.20 to $5.60 per share, an increase of 18% at the midpoint when compared to the prior year. We also continue to expect full-year adjusted free cash flow generation in the range of $2.1 billion to $2.5 billion. With that, we'll now open the call for questions.
Operator:
Thank you. In the interest of time, we ask that you limit yourself to one question. If you have a follow up, please re-enter the queue. Our first question comes from Jami Rubin of Goldman Sachs. Your line is now open.
Jami Rubin - Goldman Sachs & Co. LLC:
Thank you. Heather, just wondering if you could comment on the two upcoming GDUFA dates, June 4 for biosimilar Neulasta and June 27 for generic Advair. Specifically on Neulasta, there were some unrealized – Biocon received a Form 483. We don't know the magnitude of those issues. Maybe if you could clarify that and just address sort of some of those timeline issues. Thanks very much.
Heather M. Bresch - Mylan NV:
Sure. Jami, I'll start off with the remark I put in my opening remarks, which was we have no changes to the expectations that we laid out at Investor Day with – and accordingly with both of those GDUFA dates and where we see our key launches for the year. Nothing has changed our expectations to that. I'm going to let Rajiv comment on the [Form] 483.
Rajiv Malik - Mylan NV:
Yeah, so, Jami, subsequent to our Investor Day update, our partner Biocon's Johor (09:06) facility was audited by FDA. And in our opinion, the [Form] 483 observations they received fall in the category of continuous improvement. These observations are already being responded as we speak, and it doesn't change our outlook about approval and launch of this product. And we also continue to prepare for the launch of this very important product. Your second question was around, I think, Advair. And I would say FDA continues to review our application expeditiously. It has sought some further clarifications from us to the responses we have submitted in the March (09:45). Everything is going off smooth. And we remain optimistic about our projected outlook of this very important product also.
Operator:
Thank you. Our next question comes from Elliot Wilbur of Raymond James. Your line is now open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks. Morning. Maybe just as a follow up to that line of questioning, is there anything else that you could provide us with or maybe give a little bit more color on in terms of new product expectations for the balance of the year? Mylan's never been about one product or one product in any one particular year. But I guess increasingly, it seems like in the last 12 months, there's just sort of an excessive fixation on a couple of key assets, maybe given the lack of visibility into the much broader deeper pipeline. So I don't know if there's anything that you could tell us or could share with us in terms of sort of some key new product assumptions, whether number of launches or revenue potential, something like that that might help alleviate some of the concern about the regulatory uncertainty on a couple of key products. Thanks.
Heather M. Bresch - Mylan NV:
Elliot, thank you. Listen, I guess I've got to start off by saying, I think you summed it up correctly. There seems to be a fixation on a couple of product launches and timing. And I have to be honest with you, I can't give much more color to that other than, that's you guys. You guys are putting that fixation. I think we have gone above and beyond of trying to explain that we're not a U.S. generics company. We're a global health care company that has over 7,000 products. And you look at our results and what we've demonstrated in Europe and Rest of World where our growth is, where we've continued to perform. And you look at our U.S. business, which I would say in the environment we're in, not only continues to perform, but it demonstrates our ability to absorb the volatility that's going on. So it's hard for me to step back and understand the disconnect, and the disconnect in appreciating the platform we have, discounting the performance that we've not only given historically but continue to produce and have shown a roadmap for growth over the next time horizon. And yes, we have some great important products coming up for U.S. launches. We have some important products being launched throughout the world. And I can't let us feed into the fixation about one or two and a day here or there. What I can tell you is we're going to continue to perform. We're going to execute. We're going to launch our products. We're going to maximize those launches. And we're going to do that around the world. So thank you for that. And like I said, what we're here to do is to perform. And one way or the other, I think that we'll continue to unlock the value for this company with our performance.
Operator:
Thank you. Our next question comes from Gary Nachman of BMO Capital Markets. Your line is now open.
Gary Nachman - BMO Capital Markets (United States):
Hi. Good morning. Heather, just to your last point, I thought there was particularly good performance in the EU. So what were the areas that drove most of the growth in the first quarter? When will Copaxone start to contribute there? And the new product contribution of $103 million in the first quarter, how much of that was North America versus EU versus Rest of World? Thanks.
Heather M. Bresch - Mylan NV:
Okay. No, thank you for that. I'm going to let Tony discuss a little bit about our performance in Europe.
Anthony Mauro - Mylan NV:
Thank you. I would say the performance in Europe perhaps at a few different pieces. If you look at our core markets like France, Italy, Spain, and countries like Poland, we've seen very nice double digit growth year over year. We've had a great contribution from new products like Rosuvastatin in markets like France, the UK, and the Netherlands. And I think finally, it's our global key brands. Brands like DYMISTA, Creon, Influvac, and Elavil that we're seeing growing on a full year basis. And specifically in Q1, Creon, DYMISTA, and Elavil driving those markets.
Rajiv Malik - Mylan NV:
And on the launches, I would say it's almost 50/50. Fifty comes from U.S.A. and – 50% comes from U.S.A. and 50% comes from Europe.
Anthony Mauro - Mylan NV:
And I – you asked a question around Glatiramer launch in Europe. We've launched in five markets. We look forward to continuing launching through May, June, and the months throughout 2018. And it is contributing. Certainly a great opportunity for us in Europe and the rest of the – in the U.S. as well.
Operator:
Thank you. Our next question comes from Chris Schott of JPMorgan. Your line is now open.
Christopher Schott - JPMorgan Securities LLC:
Great. Thanks very much. Just two quick ones here. First, can we just hear an update on your capital deployment priorities from here? I think you've talked about your view that your stock doesn't reflect the diversification of the business. So I guess how are you balancing further share repo versus acquisitions? And with acquisitions, what scale are you considering as you think about transactions from here? My second question was just on the generic Copaxone business and just a little bit more color on the commercial dynamics here. How are you thinking about the ramp of the product? Looks like volume has kind of stalled out a little bit. Should we think about further share gains for Mylan as the year progresses? Or is this a reasonable level to think about the business? Thanks so much.
Heather M. Bresch - Mylan NV:
Sure. Hi, Chris. Thanks. Look, I think we've been consistent and we'll continue to be consistent with our capital deployment. As we've said, we've got obviously tremendous financial flexibility, so that we can maintain our investment grade, obviously with the priority of paying down our debt. But obviously, given the over $2 billion of free cash flow, we have the opportunity to continue to look at – to look at opportunities that complement our assets. And when you look at the infrastructure we've built, our ability to add products, especially in our Rest of World region, that we can drive tremendous growth with bringing in products. Obviously as we look at Europe, we're always looking at bolt-ins and products that could add to now this very balanced of brands, generics and OTC. And then obviously in the U.S., we still think we've got tremendous opportunity. When you look at diversifying with cash-pay products, when you look at consumer goods, when you look at things that we've got an ability to continue to leverage the current infrastructure we have built. So we're looking at everything. We're looking at everything out there that would be very complementary to the platform we've built and – but not – with maintaining, like I said, our focus on investment grade with our flexibility.
Rajiv Malik - Mylan NV:
And, Chris, I'm going to give you a little bit high level on Copaxone's launch. And then Tony will chime in on specifically on U.S.A. For products like Copaxone that you – and there will be many more like those, when you see – you will see it's not going to be traditional front and (16:56) – steep gain of the market share. You will see slow ramp with a long NOD (17:04), and it will be over a period of time. For example, in Europe when we launched, based on the market type of the tender market, you can get to the 50% market, where like Norway or Nordics we have that. But in other markets somewhere that you're building up, it can be a slow ramp, but we have the same roll out markets here. Specifically, on U.S.A., Tony? Why don't you?
Anthony Mauro - Mylan NV:
Yeah, I think, to Rajiv's point, we see some of the tender market in Europe is where we see increased conversion. But the U.S. specifically, Chris, I think, as Rajiv just articulated it, the launch value capture has pushed out from what we're used to in this U.S. market, where it used to be generics captured all the value in six months. We're seeing a slower capture and slower peak value generation. But we also see extended length of time for value. That over the long term, the value is worth more. And yes, we think that between 15% and 20% share of the Copaxone market is a very nice foundation. Actually, as we expect, we expect it to grow. And we're going to do everything in our power from a competitive landscape to go out there and do more and get more, because we think we've got a holistic program that benefits the patients. And we're going to go out and do our best.
Operator:
Thank you. Our next question comes from Ronny Gal of Bernstein. Your line is now open.
Aaron Gal - Sanford C. Bernstein & Co. LLC:
Good morning, everybody. And thank you for taking my questions. First, Ken. Could you help me a little bit in deciphering a little bit further where the contribution is coming from? I think you had $460 million in the United States, which is about 55% of your contribution, as you describe it. Any chance you can help us remove the injectable business and the branded business from there to just kind of like figure out where the kind of main channel oral generic business contribution is? And then second, either to Tony or Rajiv. Speaking to peers, I'm hearing some very positive comments about your ARV business or your ideas about those 505(b)(2) new products. Can you describe to us what your strategy is there? What you're trying to accomplish? What do you think of those four I've said (19:01)?
Heather M. Bresch - Mylan NV:
Hi, Ronny. Thank you. I'll start and then I'll let others chime in. Ronny, I guess when we moved to these three segments and provided more transparency around each of the segments and the products and the profitability, that was very much driven because of what we said was our ONE Mylan approach to the market and our ability to leverage the very – the multiple dosage forms and the different products and the different channels. And really again, that leading to Mylan's durability, which continues to allow us to drive access and diversification. So we believe that we've given much transparency around these segments and our profitability and the key drivers behind that. And further than that, we're not going to be separating any doseage forms.
Rajiv Malik - Mylan NV:
And on ARVs, Ronny, actually this whole franchise globally is doing very well. This quarter, we saw almost 20% growth year over year on this franchise, launching – launches of the TLD and TLE400 and gaining that market share. And now, not just U.S.A., we have, I think, achieved a critical mark in the European launches. And as far as this 505(b)(2) opportunities in the U.S., I'd say I've hit a great sweet spot, where we are offering the patients a much more affordable combination of the products, which have been tested or used by the millions of patients across the world. And that's what we are trying to impress upon with the payers and partners like Kaiser (20:39) have to achieve a reasonable penetration. And we are seeing very good response as we have launched this franchise.
Operator:
Thank you. Our next question comes from Douglas Tsao of Barclays. Your line is now open.
Douglas D. Tsao - Barclays Capital, Inc.:
Hi. Good morning. Thanks for taking the questions. Just two, I think, quick ones. Just first on Neulasta, just curious, Rajiv, if you expect there will be a need for another reinspection of the Bangalore site. And then two, maybe Tony, one thing we've heard from several generic manufactures in terms of the U.S. market is it sounds like people are being a little bit more opportunistic in terms of taking price opportunistically for some products. And I'm just curious if you're seeing that as well across the portfolio. Thank you.
Rajiv Malik - Mylan NV:
As I mentioned, on Neulasta, these [Form] 483 observations are of very routine nature on the continuous improvement time. And in my opinion, I don't see and they didn't indicate any need for them to come back in the wrap-up. And I don't have a crystal ball beyond that. But as of today, we don't see any indication or, in our opinion, any need for any re-inspection.
Anthony Mauro - Mylan NV:
And maybe, Doug, just briefly as it relates to your commentary around opportunism. I think as we look at this U.S. business, we manage our business as a very large portfolio of products. And supply and demand have a very important role on that. And as supply and demand shifts, equilibrium does. So we look at our portfolio as a balance between yes, there's products we've lowered certainly, and there's opportunities for us to take products at different price levels, whether it's new or existing. So I think we'll continue to manage our business in that manner. And we think – we feel really good about where this business is right now.
Operator:
Thank you. Our next question comes from David Risinger of Morgan Stanley. Your line is now open.
David R. Risinger - Morgan Stanley & Co. LLC:
Yes. Thanks very much. Rajiv, I was hoping that you could just paint a picture of the development of Advair. I'm sure you've been a little frustrated that it's taken this long to get to where you are with an Advair approval. But I know that Mylan originally purchased the facility from Pfizer maybe seven years ago. You helped the FDA draft the guidelines for generic Advair maybe four years ago. And then on the call today you mentioned you got some additional questions recently. So I guess I'm sort of wondering why the FDA still has more questions. And then wanted to get your level of conviction that the drug will be approved in June on the action date. Thank you.
Rajiv Malik - Mylan NV:
David, thank you for your question. First of all, let me say I'm not frustrated. Products of this complexity, products of its kind, first-in-time, I think they are complex. And that complexity has taken – we didn't buy the facility. In fact, we built the facility. We bought it sort of conceptual, very early stage device program from Pfizer. And took a lot of work for us to bring it up to where we are today, worked with the FDA. All has gone well. And don't misconstrue my questions. These are minor clarifications. When you submit response to 50, 60-odd questions that are part of the information request, they still want to seek some clarity about what we meant and what we said. So that's all. And regarding my conviction, I'm very convinced with the science of the – about the science of this program. I have no doubts in my mind about the science of the program or the scientists. Now I – that's right. When you asked me maybe last time that question, I said if and when. And sometime it's just blown out of the proportion. We don't have a crystal ball. We – I'm exactly telling you what we see today. I don't see any hiccup. I don't see any indication from FDA about any more further red flags and stop that. And I'm conveying you the same optimism today through this answer.
Operator:
Thank you. Our next question comes from Liav Abraham of Citi. Your line is now open.
Liav Abraham - Citigroup Global Markets, Inc.:
Good morning. Thank you for all the color this morning. Just one additional question on Advair, and apologies for beating a dead horse here. But can you just remind us where you stand on the manufacturing front? And whether you anticipate any additional inspections by FDA prior to the action date? And from a manufacturing perspective, are you manufacturing commercial batches at the moment? Thank you.
Rajiv Malik - Mylan NV:
Regarding your first part on whether we expect any more inspection. We were audited last year, sometime around summer, sometime in the summer. And there are no outstanding issues as far as that is concerned. And do we expect? Perhaps not, but I can't tell that. If they want to come sometime, we are manufacturing for last six months. We have validated the process, and now we are in the state of commercial manufacturing.
Operator:
Thank you. Our next question comes from Ami Fadia of Leerink. Your line is now open.
Ami Fadia - Leerink Partners LLC:
Hi. Good morning. Thank you for the questions. I have probably three. Firstly, just on Advair, can you confirm that you continue to expect it to be AB-rated to the brand? And as you've seen the ramp with Copaxone being a little bit slower than what at least some on the Street had expected, how would you anticipate the ramp for Advair being – would it be different or similar to that of Copaxone? That's one. Secondly on Copaxone, could you elaborate for us, where are you getting your current prescriptions from? Are they primarily new patients? And why are we not seeing a faster ramp? Is it more to do with the type of indications this product is for? Or is there something different about how payers are adopting a more complex product? And then thirdly, just on biosimilars. You have several new biosimilars opportunities in Europe and Rest of the World. Could you give us some color around the type of pricing that you are seeing for the product and other certain markets where you're seeing – or where you expect faster uptake relative to other markets where it might be relatively slower? Just give us some color around that. Thank you.
Heather M. Bresch - Mylan NV:
Well, I'll start, and, Rajiv, chime in. I guess we'll repeat the color that I think we've given pretty exhaustedly over the last few months. I'll start with Copaxone. We have said that any time that you're dealing with a product and a disease state where patients are put on a product, and they're on that product for life or a very long time, that yes, the uptake, we anticipated it being lower. We've continued to see U.S. dynamics continue to evolve with the payers and the distribution. But as Tony I think very well stated, that yes, there's a slower uptake. But we see a long tail. And these products will continue to deliver a lot of value for Mylan over the longer term, especially around the globe. I think as we think about Advair, it's a very different product, very different distribution network. And it's a product that's getting refilled very regularly. So we see from a patient perspective that dynamic being very different. Now how the payer dynamics play into this? I mean what we can tell you is we're going to continue to compete. And as this market evolves, we feel that there's no one better positioned than Mylan, given our portfolio of products and the channels we compete in, to be able to optimize the product. And I assure you that will be our objective. And as far as biosimilars around the globe, I think that we have said for a long period of time that we believed our biosimilar portfolio would generate much more revenue for us around the globe before it would here in the United States. We continue to believe that U.S. will lag Europe and other countries as far as the interchangeability and the uptake. But we think that, obviously, they're going to be the next bolus of products of growth here in the U.S. And again, we believe Mylan is better positioned than anyone, with one of the largest portfolios of biosimilars. And lastly, just to finish on Advair, we absolutely expect for it to be AB-rated.
Operator:
Thank you. Our next question comes from Tim Chiang of BTIG. Your line is now open.
Timothy Chiang - BTIG LLC:
Hi. Thanks. Heather, along the lines of the respiratory segment that you're planning to build out with Advair, could you comment on any updates on Revefenacin? I know that you guys have highlighted the fact that you have an FDA decision coming in November. Do you need to build up your commercial infrastructure in front of that launch? Or are you basically already set on the respiratory side for this launch?
Rajiv Malik - Mylan NV:
So, Tim, we had a mid-cycle meeting on April for Revefenacin with FDA, which went very well. And there were no outstanding questions. It's a routine review. And we don't see any red flags. And we remain optimistic about November approval of this product. And as far as the infrastructure, we have respiratory infrastructure. We have been marketing prototype performance (30:30) and even now DYMISTA and even in EpiPen. So we have the infrastructure. And we don't need any more extra infrastructure but we – for Revefenacin launch.
Operator:
Thank you. Our next question comes from Umer Raffat of Evercore ISI. Your line is now open.
Umer Raffat - Evercore Group LLC:
Hi. Thanks so much for taking my questions. I wanted to focus on the pipeline in these next two questions. First, maybe for you, Rajiv, the scientific approach you adopted on getting around Advair's inherent variability was primarily around establishing the in vitro, in vivo relationship and running a crossover study on one batch, at least per my understanding. So my question is, do you have data for more than one batch? And is that something FDA has ever asked for? Or do they only want to see that one batch? And I ask that, because there's been a lot of questions around whether or not Novartis is going to run additional batches or not, with the underlying assumption being Advair has that up to two full (31:28) variance. Second one, Ken, we're getting very close to some of your key launches on the biosimilar side, starting with Neulasta potentially very shortly and Herceptin next year and onwards. So my question is, we still – like, I personally still don't have a good sense for how to model the accounting and the profit split on this. And since it's going to be so important to the model, so we would really appreciate any clarity on that. Thank you.
Heather M. Bresch - Mylan NV:
Hi, Umer. I guess what I would say is, Umer, a few weeks ago, we gave I think about as much transparency on our pipeline as anybody out there. And I think that we exhaustively talked about not only our near term, mid-term, long term opportunity, but reconfirmed that we believed that we had no outstanding issues, no outstanding science, no outstanding inquiries from the FDA. I think Rajiv has reiterated that several times this morning. So please just know that we absolutely are sitting in a position to understand and are the ones having the discussions with the FDA that we think have been very productive and very much feel that nothing has changed our expectation around our approval for Advair. And as far as any more transparency on the products and their contribution. Look, Umer, that's why we give guidance out there. And I think this management team has a track record of close to a decade of delivering on our performance. So all I can say is that you should expect us to continue to do that. Thank you.
Operator:
Thank you. Our next question comes from Rohit Vanjani of Guggenheim. Your line is now open.
Rohit Vanjani - Guggenheim Securities LLC:
Great. Thanks for taking the questions. I believe you had a facility inspection for biosimilar HUMIRA around the time of the Investor Day. I was just wondering what the results were there? Or if there was a Form 483 issued or any observations there? And then secondly, for that Bangalore facility...
Rajiv Malik - Mylan NV:
Yeah.
Rohit Vanjani - Guggenheim Securities LLC:
I think Herceptin, Neulasta, and Avastin are being made there. Are there any other products with 2018 and 2019 catalysts being made there, i.e., Lantus that they have still finished there? Or anything else that might be there?
Kenneth Scott Parks - Mylan NV:
We didn't understand your first question around...
Heather M. Bresch - Mylan NV:
We didn't hear your first question around HUMIRA. I guess on the second question, we're – obviously for a lot of reasons, competitive and otherwise, don't talk about where we're manufacturing our products. But what was your question on HUMIRA?
Melissa Trombetta - Mylan NV:
Look, we can just go to the next question
Operator:
Our next...
Melissa Trombetta - Mylan NV:
And then we can come back. So, Rohit, if you can get into the...
Rajiv Malik - Mylan NV:
Yeah, Rohit, can come back and handle it, yeah (34:05).
Operator:
Our next question comes from Irina Koffler of Mizuho. Your line is now open.
Irina R. Koffler - Mizuho Securities USA LLC:
Hi. Thanks for taking the question. I just wanted to hear from the team about EpiPen and the supply disruption. If you could just help us understand what remediation is being done? And maybe a little bit more on the timelines around it? Just because third quarter is typically seasonally the strongest quarter. And curious if you might be able to resolve a number of these issues by that time. Thanks.
Heather M. Bresch - Mylan NV:
Sure. So look, we – obviously we recognize the importance of EpiPen product to the patients that it serves. And as you know, Pfizer is our manufacturing partner. And Pfizer has experienced some manufacturing setbacks, but have continued to work very closely with FDA to be able to continually supply. And I know there's been a lot of misinformation generated out there in the last few days. And we appreciated FDA taking the step to put up on their website, notifying that EpiPens are available. That – and ironically, they have to put that on the shortage, their shortage list, to say there's not a shortage. There is intermittent supply. We've had – we've absolutely had fluctuations in that supply. But we've continued to see Pfizer being able to step up their ability to supply month over month. And we're continuing to have a very, very close watch on that and work very closely, again with not just Pfizer, but FDA, in making sure that we're getting – we're able to supply everybody who needs one. And we've put our number on our website, on the FDA website, is the number anybody can call who's having – experiencing difficulty receiving an EpiPen.
Operator:
Thank you. Our next question comes from Andrew Finkelstein of Susquehanna. Your line is now open.
Andrew Finkelstein - Susquehanna Financial Group LLLP:
Hi. Good morning, and thanks for taking the question. Just in Europe if – I noticed that the segment contribution grew year on year at a little bit slower rate than revenue. So if you could talk at all about the dynamics there, I would think there could be some gross margin headwind, given product supplied out of India. And any investments you're making in Europe. And then just in the U.S., I noticed this morning a couple notices of product discontinuations. Any color on efforts to continually optimize the portfolio in the U.S.? Thanks.
Kenneth Scott Parks - Mylan NV:
So, Andrew, on the European segment profitability, growing a little bit slower than the top line. Remember that in Europe, we have a lot of R&D and manufacturing costs, as it relates to the products that we've been talking about today. So we have relatively more costs being converted back at a stronger euro and pound rate year over year. And that's the primary driver of the slightly lower growth.
Rajiv Malik - Mylan NV:
And regarding some product discontinuation, look, our Morgantown facility is perhaps one of the largest or solid (37:14) facility with the capacity to do about 18 billion to 20 billion doses. In the evolving FDA standards, especially around the cross contamination, we find it hard to keep pace with making hundreds of molecules. We make more than – over 200 molecules in the facility. And we have taken our time now to simplify the operations and make it less complex and rationalize some of the portfolio. We have been very prudent. We have taken patient considerations in mind. We have kept our key customers and their needs in the mind. And have taken some decients (37:50), which will have some impact on as we go along, you will see us dropping some volume. So I just want to highlight that. And you will see some volume shift over there as we drop some of the products but in a very diligent and prudent way.
Operator:
Thank you. And, ladies and gentlemen, this does conclude our Q&A session. Thank you for participating in today's conference. This concludes today's program. You may all disconnect. Everyone, have a great day.
Executives:
Melissa Trombetta - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan NV Kenneth Scott Parks - Mylan NV
Analysts:
Jami Rubin - Goldman Sachs & Co. LLC Aharon Gal - Sanford C. Bernstein & Co. LLC Elliot Wilbur - Raymond James & Associates, Inc. Gregg Gilbert - Deutsche Bank Securities, Inc. Liav Abraham - Citigroup Global Markets, Inc. (Broker) Chris Schott - JPMorgan Securities LLC Douglas Tsao - Barclays Capital, Inc. Irina R. Koffler - Mizuho Securities USA LLC Akash Tewari - Evercore Group LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan Fourth Quarter and Full-Year 2017 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, today's conference may be recorded. I'd now like to introduce your host for today's conference, Ms. Melissa Trombetta, Head of Investor Relations. Ma'am, please go ahead.
Melissa Trombetta - Mylan NV:
Thank you, Liz. Good evening, everyone. Welcome to Mylan's fourth quarter 2017 earnings conference call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial guidance for 2018. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier this evening, as well as our supplemental earnings slides, all of which are posted on our website at investor.mylan.com for a fuller explanation of those risks and uncertainties, and the limits applicable to forward-looking statements. Mylan routinely post information that may be important to investors on this website, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's regulation fair disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations of the non-GAAP measures to those GAAP measures are available in our fourth quarter earnings release and supplemental earnings slides. Let me also remind you that the information discussed during this call, with the exception of the participants' questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thanks, Melissa, and good afternoon, everyone, and thank you for joining our call. I recognize that a reoccurring theme on many of these calls hosted by pharmaceutical companies in recent quarters relates to the ongoing challenges affecting our industry and the entire healthcare sector in the U.S. I know that's created a lot of uncertainty about what the future holds for our industry. But the fact is, tremendous opportunity awaits the company that's both willing and able to break down the barriers to access to affordable medicine around the world, invest in capacity, and launch new products. Mylan is that company. Having built a one-of-a-kind platform whose strength, diversification and resilience positions us like no other company to provide the kind of leadership needed to truly deliver Better Health for a Better World. We continue to lead the charge to remove barriers to access globally. A couple of great examples to illustrate this. One is our generic RESTASIS, which we look forward to launching in the United States. This product may not become a significant financial driver for us as it will open the market for all, but it is a great example of our ability and willingness to fight the good fight to make an important ophthalmic product available to many more Americans. Similarly in Europe, we overcame numerous IP barriers to secure approval to market the first generic of the 40 milligram strength of Glatiramer Acetate, which we since launched in Netherlands, Germany, the U.K. and Norway. This development builds upon approvals received in 2016 for the 20 milligram strength, which already is available in several European markets. We're happy for the many additional MS patients these products will help. In various emerging markets, we've partnered with other companies to break down barriers as well. Our launches during the year of MyHep All, which treats hepatitis C in India, and our introduction of the first half based, fixed-dose combination to be offered to patients being treated for HIV in developing countries are perfect examples. I'd like to point out that our commitment to steaming the tide of HIV is Mylan's most compelling example to-date of our commitment to breaking down barriers to access. More than 40% of people being treated for the disease globally depend on the Mylan product. As you consider the statistic, keep in mind that combating infectious diseases is but one of the multiple therapeutic areas Mylan is focused on. In fact, you can count on us to do next for cancer and diabetes what we've already done for HIV, as we dramatically expand the number of patients served. With all this said, Mylan was by no means immuned in 2017 to the industry's turbulence, particularly as experienced in the U.S., the world's largest pharmaceutical market. But we believe we were best positioned to absorb the impact, deliver growth and expand access. In fact, it was precisely because we saw where the industry was heading that we embarked about a decade ago on our journey to transform Mylan and move into the much larger and more stable global community we now live. As a result, we're able to leverage the benefits of scale, diversification and integration, giving us deep confidence that Mylan truly is Built to Last, as demonstrated by our performance this year. We delivered solid financial results. For instance, with total revenues rising 8% year-over-year to approximately $12 billion. More than half of this amount was generated outside of the United States, owing to the scope and scale of our operations. Adjusted EPS fell 7% compared to 2016, as we absorb the decline in profitability of approximately $500 million associated with the rebasing of EpiPen. We also generated $2.6 billion in adjusted free cash flow, up more than 20% year-over-year from durable, recurring revenues across all markets around the world. Further, consistent with our commitment to maintain a healthy balance sheet, yet another quality that distinguishes Mylan, we accelerated debt repayments of about $1.36 billion. We also completed our $1 billion share repurchase program, returning capital to our shareholders at a time when we recognize our shares as being substantially undervalued. For all of these accomplishments, I'd like to take a moment on behalf of our board and entire leadership team to thank all Mylan employees. Their outstanding execution and unwavering commitment to differentiate Mylan and deliver Better Health for a Better World is why we couldn't be more excited about our prospects for 2018. As you'll see, our focus for the year is not executing and leveraging everything we've brought together to continue carrying out our ONE Mylan strategy. That means further integrating Mylan to optimize our global cost structure. It means realizing the value of every single launch around the world, including important ones, like Glatiramer, Wixela, and pegfilgrastim in the U.S. And despite the continued value we expect to generate with new product launches, we remain proud of the diversification we've achieved, as demonstrated by the fact that no single product is expected to account for more than 3% of our revenues. Moreover, given the growth we expect to see in our Europe and Rest of World segments this year, we anticipate that they'll account for an even greater proportion of our total revenue. That will, again, help offset continued volatility in the U.S. as our customer base continues consolidating and concentrating and as competitive pressures persist. Given this dynamic, we'll no longer provide guidance around pricing as it will put us at a competitive disadvantage. Moving on to guidance. We look forward to delivering a strong financial performance this year. Specifically, we expect to generate total revenues of between $11.75 billion to $13.25 billion, representing a year-over-year growth of approximately 5% at the midpoint. This guidance assumes flat growth in North America and high single-digit growth in Europe and Rest of World. On the bottom line, we expect to deliver adjusted EPS in the range of $5.20 to $5.60, representing year-over-year growth of approximately 18% at the midpoint. In addition, we're looking to generate adjusted free cash flows between $2.1 billion to $2.5 billion. Finally, we will continue to engage with all of our stakeholders about our story and being Built to Last. And as part of this, we look forward to hosting an investor event on April 11 in New York. And with that, I'll now turn the call over to Rajiv.
Rajiv Malik - Mylan NV:
Thank you, Heather, and good afternoon, everyone. I would first like to thank our employees for their unwavering dedication as we close out another strong year and successfully executed on many fronts, both commercially and operationally. I echo Heather's excitement for our Investor Day in April and look forward to highlighting the strength of our platform and our industry-leading differentiated pipeline. I will now walk you through the key drivers of our 2018 outlook. We see 5% top-line growth while targeting EPS growth of 18% at the midpoint of our guidance range. During 2018, we will focus the execution of our significant launches, like generic Advair and many more, to further strengthen our durable portfolio. At the same time, we'll continue to focus on Mylan integration while leveraging our cost of goods structure, our globally vertically integrated platform as well as our optimize G&A footprint. At the same time, we'll be strategically reinvesting in our business, especially in the area such as sales and marketing and lifecycle management of several global key banks. All of these efforts will further ensure that Mylan is Built to Last. From a segment perspective, in North America, specifically in USA, we have several exciting opportunities such as the launches of generic Advair and pegfilgrastim, our first planned biosimilar launch in the U.S. We also will continue to build upon the momentum from our Q4 2017 launches of Glatiramer Acetate and generic ESTRACE Cream. Another important effort will be around further strengthening our ARV franchise in U.S., as we will be very shortly launching our novel ARV combination of (11:05) in addition to recently launched first generic of Efavirenz. Our U.S. portfolio is now and will increasingly be more durable and diversified as a result of our meaningful investments in recent years in injectables, OTC, respiratory, biosimilars and dermatology. These differentiated and robust offerings give us a greater ability to weather the ever-changing dynamics of the U.S. market. In Europe, the 2018 growth will be driven by our established brands, our OTC portfolio, as well as several new launches such as Glatiramer Acetate 40 mg/mL, (11:49), as well as our Insulin Glargine. We continue to invest in the lifecycle management of some of our key brands in the region, including Creon, Influvac and DYMISTA. For Creon, we are developing the two additional new strength. And for Influvac, we successfully developed a quadrivalent vaccine, which has been approved in 2017 and will be launched commercially in 2018. As we expand our ARV presence around the world, we are now the leading generic player in the major European markets also. These drivers, along with our well-balanced portfolio, has led a sheer number of products across more than 35 countries in the region will continue to drive the long-term durability of our European business and especially help us consolidate and strengthen our leadership position beyond France and Italy. In rest of the world, the growth in 2018 will be driven by portfolio expansion of our OTC and established brands across several new geographies such as China, Brazil, Turkey and Russia. We see sizable opportunities in these high-growth markets. We also continue to expand our biologics portfolio and pipeline across many emerging markets. Another key driver for this segment continues to be our HIV and infectious disease franchise. Mylan has been the first to market suppliers for nearly half the new medicines approved under PEPFAR since 2009. And 2017 was no different as we got approval of Dolutegravir, Emtricitabine and TAF tablets. Also late last year, we launched HepBest 25-milligram, a once daily tablet for treatment of chronic Hepatitis B in adults. Our vertically integrated platform and the capacity we have created over the last decade has helped us to stay and lead in many of these highly competitive tender markets. Turning to our pipeline. I'm especially proud of our deep scientific clinical regulatory and intellectual property capabilities and the positive momentum we have built to bring complex products to the markets. During the last quarter, Mylan and Biocon, Trastuzumab was the first FDA-approved biosimilar to Herceptin and represent a significant achievement for Mylan as it also was our first biosimilar approved in the U.S. We also received approval of Brazil's first trastuzumab biosimilar in partnership with Biocon and Libbs. Marking another positive step in increasing access to this critical product for the patients with HER2-positive breast and gastric cancers around the world. We have currently secured marketing authorization in 20 emerging markets for trastuzumab. In the U.S., we continue executing on our BLA for pegfilgrastim and are confident as we approach our FDA action date in June of this year. We are looking forward to launching this product in U.S. in the second half of 2018. Also, last quarter, the EMA accepted our resubmissions for both trastuzumab and pegfilgrastim, and we continue to work with EMA to move these programs forward and launch them in European markets at the earliest opportunities. Regarding our proposed biosimilar to EYLEA, we along with our partner, Momenta, previously announced that FDA has accepted our R&D. We plan to begin Phase III trials in the first half of 2018 and look forward to updating you as our program progresses. For our Bevacizumab proposed biosimilar to Avastin, we obtained marketing and export authorization in India and launched last quarter. We are planning more than 30 submissions in 2018 in rest of the world markets. For developed markets, including Europe, U.S., Australia, and New Zealand, our Phase III clinical study is progressing well and we target to file our BLA at the end of 2019. We also believe that we are now positioned to potentially launch adalimumab, a proposed biosimilar to HUMIRA, at market formation in Europe later this year. We look forward to discussing this program in more detail in our April Investor Day. Moving to our insulin programs. We're pleased with CHMP's decision last month to recommend approval of Mylan and Biocon's Biosimilar Insulin Glargine. This further validates our abilities to deliver on our complex product portfolio globally. We expect to begin launching the product across various markets in Europe in the second half of 2018. For U.S. market, our application is in active review with the agency, and we are responding to the information request as and when they are received. We also continue to communicate and pursue with agency towards defining a pathway for substitutability. Last week, our partner, Biocon confirmed that their insulin facility in Malaysia received, from FDA, 6 observations during their PAI. We, along with Biocon, are viewing FDA's comments and feel confident in our ability to quickly address the observations. In December, U.S. Patent and Trademark Appeal Board instituted IPR review on all claims against two Orange Book-listed patents, in reference to Insulin Glargine, marking another step forward in our ongoing efforts to bring a substitutable version to the patients as soon as possible. We're also very pleased to report the progress of our other insulin pipeline program as we move insulin aspart, a biosimilar to NovoLog into the clinic. Moving on to respiratory. We continue to advance our program with the FDA on our generic Advair application. Over the last few weeks, the FDA has provided us feedback on almost all the disciplines in the form of several information requests. We have already responded to some of these requests and are in the process of responding to rest. We remain optimistic about this very exciting opportunity, for a June 2018 approval and launch. We look forward to bringing this product to market as soon as possible and providing an affordable alternative to patients. Moving on to our nebulized program of revefenacin. FDA recently accepted Mylan and Theravance Biopharma's NDA for revefenacin in adults with COPD and have signed a PDUFA date of November 13, 2018. We believe that revefenacin when approved, will offer a convenient once daily nebulizer option for patients and will further strengthen Mylan's robust and growing respiratory portfolio. Earlier this week, Theravance Biopharma announced the completion of a Phase 3b study of revefenacin, which is intended solely for commercialization purposes and not required for FDA approval. While numerical improvements for revefenacin over tiotropium are not statistically significant for the primary endpoint, the study provided important insights for the use of the product if approved, in patients with COPD. Moreover, revefenacin was generally well tolerated and no new safety issues were identified. Regarding generic Symbicort program with our partner, 3M. As we previously announced, the pivotal PK studies are now completed with BE demonstrated for both low and high strength products. We have completed the clinical equivalence study and are on schedule to submit our 505(j) ANDA by the end of June 2018. Regarding our generic RESTASIS program, we are working towards our target action date of July 2018. This product has been another example of Mylan leading the fight for access to affordable medicine. Earlier today, we announced the global collaboration and licensing agreement with our partner Revance, for the development strategy and commercialization of our post biosimilar to BOTOX. We plan to work together to advance the regulatory approvals in the development of this important biosimilar product and commercialization in U.S. and towards Europe. The manufacturing process and the know-how owned by our partner for the process and selling (21:24) capabilities, combined with Mylan's scientific, regulatory, and legal capabilities, will differentiate us and our ability to bring this drug to market. The addition of this product further solidifies Mylan's long-term commitment through the development and commercialization of biosimilars and complex products globally. This is just another example how Mylan today is being viewed as a partner of choice due to our ability to execute on science and commercialization capabilities. We continuously look for opportunities, and 2017 was no different. For example, we executed on a portfolio of specialty dermatology products, the addition of a brand Cold-EEZE to our OTC baskets and a niche portfolio of complex and hard-to-make APIs. As I said before, I have never been more excited about the future of Mylan, with our continued diversification across channels and geographies in addition to our unique and durable platform. With that, I will turn it over to Tony.
Anthony Mauro - Mylan NV:
Thank you, Rajiv, and good afternoon. Like Heather and Rajiv, I am pleased with the overall performance of our business in 2017 and remain very optimistic about Mylan's future. From a commercial standpoint, our ability to continue leveraging ONE Mylan around the globe to drive solid top-line growth in 2017 in what's proved to be a dynamic and challenging environment, once again underscores the strength, diversification, and resilience of our commercial platform. We continue to believe that this platform positions Mylan uniquely within the industry and with our customers as we work to deliver better health for patients. Before providing you with an overview of our segment performance, let me first highlight a few key product updates. Over the past year, we continued to deliver on our commitments to bring complex products to market. A few prime examples include our introduction of a generic ESTRACE, a generic version of COPAXONE 20-milligram and the launch of the first generic for COPAXONE 40-milligram in the U.S. and in Netherlands during the fourth quarter. In the U.S., we continue to be encouraged with the uptake on our 40-milligram strength. For the week ending February 16, our share of new prescriptions was 18% and total prescriptions stood at 14%. And we continue to bring on new customers every day. In addition, we have seen an increase in the utilization of a comprehensive support services provided by our MS Advocate Program. This program provides a suite of services truly focused on the patient. These include access to an encore registered nurse for product questions, help to enroll into our co-pay assistance program, in-home injection training with our WhisperJECT Autoinjector and support to help patients understand their coverage and reimbursement options. We continue to view Glatiramer as a very attractive and durable opportunity. We fully believe as the year progresses, Mylan will receive its fair share of the market opportunity and will work in a balanced way to ensure the objective is obtained. In addition to this activity, our global key brands, such as DYMISTA, Dona, Elavil, and ArmoLIPID, as well as several others, continue to stand out for their double-digit growth. We expect this growth to continue as we leverage our strong commercial infrastructure in markets around the world and share assets and resources across geographies to ensure best practices are being utilized and opportunities are being maximized. I'd like to commend our sales and marketing teams for being able to accelerate the growth of these products, proving that one plus one can equal three. With more than a year of getting to know the former Meda commercial assets, we have been able to grow that portfolio and we see continued opportunity to further leverage our entire portfolio globally. Moving on now to our full-year regional highlights. Let's begin with North America. Third-party net sales in this segment totaled approximately $5 billion, a 12% year-over-year reduction, primarily driven by a decline in EpiPen of more than $650 million, as well as competitive pressures brought on by loss of exclusivity and continued customer concentration. As in previous quarters, the pricing environment continues to be a topic of much discussion throughout the industry. As we have said in our previous earnings calls, we expected additional fluctuations in the year-over-year pricing comparisons resulting from the loss of exclusivity on several of our meaningful first to market products namely
Kenneth Scott Parks - Mylan NV:
Thanks, Tony, and good afternoon, everyone. Turning to our financial results. Rajiv and Tony have already taken you through the details of our consolidated and segment revenues, which were in line with our expectations. I'll cover the remainder of our financial results. Adjusted SG&A increased 3% in the quarter versus the prior year to $602 million. For the full-year, adjusted SG&A increased slightly to $2.4 billion and declined 40 basis points as a percentage of total revenues. The dollar increase is due primarily to the full-year impact of the acquisitions of Meda and Renaissance. It's important to note that both the quarter and the full-year benefited from our ongoing integration activities, which partially mitigated this impact as we continue to optimize our cost structure. Adjusted R&D was approximately 5% of total revenues for the quarter, which was in line with the prior year. For the full-year, adjusted R&D was down 80 basis points to 5.5% of total revenue versus the prior year, mostly due to the reprioritization of global programs. Our adjusted effective tax rate for both the quarter and the full-year 2017 was 18% and was in line with the low end of our revised guidance. Moving on to segment profitability. As a result of the declines in third-party net sales, including EpiPen, segment profitability in North America declined 12% in the quarter to $687 million. Partially offsetting this decline, segment profitability expanded in Europe and the Rest of World segments by 76% and 6%, respectively, reflecting new product sales contributions. Europe also benefited from higher volumes in our base business, along with favorable pricing and integration activities. For the full-year, combined regional segment profitability grew 5% versus the prior year, Europe grew 62% and Rest of World grew 54%, both benefiting from the full-year impact of acquisitions and the impact of our ongoing Mylan integration activities. This growth was partially offset by a 15% decline in North America, mostly due to lower pricing and lower volumes on existing products including EpiPen. Adjusted net earnings declined to $765 million and adjusted EPS declined 9% to $1.43 in the quarter, both driven by lower gross profit from third-party net sales in North America, partially offset by the impact of integration activities. On a full-year basis, we reported adjusted net earnings of $2.4 billion and adjusted EPS of $4.56, both in line with our revised guidance ranges. The 7% decline in adjusted EPS versus the prior year reflects the approximately $500 million negative profit impact from EpiPen, partially offset by favorable impacts from the Meda and Topicals Business acquisitions, along with the benefits from integration activities. Turning to our cash flow and liquidity metrics. Adjusted net cash provided by operating activities totaled $2.9 billion for the 12-months ended December 31, 2017 compared to approximately $2.5 billion in the prior year period. Capital expenditures totaled $257 million compared to approximately $390 million in the prior year. As we've said previously, we're fully committed to maintaining a healthy investment grade balance sheet and to continuing to de-lever. During 2017, we demonstrated that point by paying down our debt by approximately $1.4 billion while at the same time, continuing to invest in the business. At the end of 2017, our debt-to-adjusted EBITDA leverage ratio was 3.8 times and was in compliance with our debt covenant requirements. Based on our adjusted EBITDA growth and debt reduction assumptions in 2018, we expect to reduce our leverage ratio to below 3.5 times. We remain committed to our long-term target ratio of 3.0 times, as well as our investment grade credit rating. Our strong cash flow performance track record reflects the strength and the durability of our portfolio. Moving to 2018. At a high level, we expect total revenues in the range of $11.75 billion to $13.25 billion, which represents an increase of 5% at the midpoint versus full-year 2017. Full-year adjusted EPS is also expected to increase from $4.56 in 2017 to a range of $5.20 to $5.60, an 18% increase at the midpoint. And finally, we expect adjusted free cash flow in the range of $2.1 billion to $2.5 billion. As you heard from Rajiv and Tony, in our top-line outlook, we expect positive volume growth and a significant contribution from new product launches, including and pegfilgrastim. This is coupled with the carryforward impact of 2017 launches, including Glatiramer Acetate. These are expected to more than offset the competitive market dynamics in the U.S. As shown on Page 10 in the investor presentation, you'll see we expect adjusted gross margin to expand over 180 basis points at the midpoint from 2017 to 2018 while absorbing the expected global pricing headwinds. This expansion is driven by the benefit of new launches and increased volumes in addition to our ability to further leverage Mylan integration as we continue to identify opportunities to optimize our global cost structure. For 2018, we do expect the potential slight upward pressure on our adjusted effective tax rate at the midpoint of our guidance. As I mentioned earlier, our 2017 rate was 18%, and we're now estimating for it to be in the range of 17.5% to 19% in 2018. The slight increase is due to implementation of the tax reform changes that were passed late last year, as well as the changing mix of geographic profits as our portfolio continues to diversify globally. As shown on the adjusted EPS bridge on slide 12, you clearly see the positive contribution from the gross profit growth driven by new product launches and volume from existing products. We're able to invest more in the selling portion of SG&A as we continue to reap benefits from our Mylan integration activities. In addition, we expect a slight benefit from lower R&D spending focused on less crowded, more complex, hard to produce niche products. Finally, we expect interest, tax, shares and FX to be a net positive impact on adjusted EPS and is mainly driven by the lower share count following the completion of our $1 billion share repurchase program in the beginning of 2018. As a result of our continued strong cash flow generation; for the full-year, we expect to generate between $2.1 billion to $2.5 billion of adjusted free cash flow, net of capital expenditures between $300 million and $500 million. Our ability to generate strong cash flows reflects the strength and durability of our portfolio resulting from the decade-long transformation of our business into a global, diversified player and is supported by the strength of our balance sheet, which provides us with financial flexibility to invest in the future of our business. A quick comment on calendarization as you think about modeling for 2018. We expect total revenues to be second-half weighted similar to 2017. However, we expect adjusted EPS to be slightly more heavily weighted to the second half relative to 2017 due to higher profitability of new product launches, which will be second-half weighted. Finally, we also expect Q1 to contribute slightly less adjusted EPS on a relative basis than it did in the prior year. We're very proud of the business that we built over the last decade and we believe that we're uniquely positioned to fully realize the value of the transformation and our differentiated portfolio. It's that differentiated business model, our global talent, our execution track record, and our ability to generate significant cash flows that give us the confidence in our ability to successfully execute through the dynamic nature of our business. With that, we'll now open the call for questions.
Operator:
Our first question comes from the line of Jami Rubin with Goldman Sachs. Your line is now open.
Jami Rubin - Goldman Sachs & Co. LLC:
Thank you. Just wondering if you could give us a little bit more color on your biosimilar BOTOX program with Revance. If you can talk about some of the technical hurdles in achieving these timelines, et cetera. And was wondering if you would consider bringing other aesthetic products, like fillers, to be in a position to have a more complete aesthetics offering to compete with Allergan? Thanks.
Rajiv Malik - Mylan NV:
Hi, Jami, thanks for your question. Actually, we will be looking forward to give you more details about the program, the timing and where we are, what we have evaluated from our partners strength point of view. When we talk to you or meet you in our April Investor Day. And also about the line extension and the other aesthetic products that, that subject will also be addressed at the same time.
Heather M. Bresch - Mylan NV:
Yes. And I would just add to that, Jami. Obviously, as we talked about diversification, we're looking obviously across the whole product line, about things that have a, no reimbursement or cash pay, which, again, we think would complement our existing U.S. business. Thanks.
Operator:
Our next question comes from the line of Ronny Gal with Bernstein. Your line is now open.
Aharon Gal - Sanford C. Bernstein & Co. LLC:
Hi. Good evening, and thank you for taking my question. One brief one to Ken. What do you expect would be the adjustment to the cash flow in 2018? Are we expecting this to be a large number or small? And then more specifically in biosimilar, HUMIRA; Rajiv, do you expect to getting the market to open in October 2018, essentially as your program move forward, so now, you now expect to be ready then or is it more that they expect market opening to be later and thus, your product will get there on time?
Kenneth Scott Parks - Mylan NV:
Thanks, Ronny. On the question on cash flow. As you know, in 2017, we have larger adjustments to cash flow as we pay the settlement of $465 million under the CMS, DOJ arrangement. As we move into 2018, the adjusted cash flow is not anticipating similar type adjustments. So I would tell you that right now, we're anticipating those to be smaller.
Rajiv Malik - Mylan NV:
And Ronny, regarding your question on biosimilar to HUMIRA, we are very much looking forward to potentially launch this product in October of 2018 as market formation takes place.
Operator:
Our next question comes from the line of Elliot Wilbur with Raymond James. Your line is now open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks. Good afternoon. Just a question for the team on expected new products approval pace or pipeline yield in the U.S. in 2018. I guess, outside of the complex generic products, which FDA seems to always make more complex than they should be, but there also seem to be a fairly significant slowdown in the rate of approvals, at least over the past couple of months. I just want to get your thoughts or perspective on that and whether or not you've built in additional cushion in terms of probably early adjusting the new product outlook based on the possibility of much slower review times than we've seen in the past couple of years? Thanks.
Heather M. Bresch - Mylan NV:
Sure, I'll start and then certainly, Rajiv, if you want to add anything. What I would say, Elliot, is I don't think 2017 has been different than the last couple of years in the sense of seasonality with approvals coming in from the FDA Q4 and especially, December have always been their largest month of approval. So as you look from December and trend that to January, February, I wouldn't necessarily call that a down tick in approvals from an annualized basis. And on your timing question, what I would say, we continue to be – see improvement in meeting these timelines, especially as we're in the post GDUFA filings and especially now coming into GDUFA II, that, one, the lines of communication, the back and forth, the more transparency around these files, especially around the complex products. We continue to see enhancement then. So we look forward to that continuing under Dr. Gottlieb's leadership. And look, that's why we're excited about this year, our approvals, and look forward to some of these various important launches.
Operator:
Our next question comes from the line of Gregg Gilbert with Deutsche Bank. Your line is now open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Thanks you. Ken, I was hoping if you could talk about how any future capital deployment factors into the EPS ranges for the year. And on generic Advair and biosimilar Neulasta, can you help us at least directionally with gross margin; is it higher, lower, or similar than corporate average? I think that, any color on that and biosimilars in general would be appreciated by all? Thanks.
Kenneth Scott Parks - Mylan NV:
Thanks, Gregg. So I think some of a – couple of the key points is, as you know and as we said and have released earlier, one of the bigger capital deployment, things that we've done and just finished up in the first quarter, was the completion of the $1 billion share buyback program. And obviously, that's going to complement EPS in 2018 and the growth year-over-year. But I would also tell you that we have consistently said over the last 12 to 18 months that once Meda was completed, we're not looking at large transformational assets and businesses to bring into the portfolio. But we do have this large, healthy and growing cash flow stream and cash flow bucket that we'll continue to look at product additions in certain gaps as we look at growing our OTC space, as we look at growing our Derm space, things like that. So, they will have some contribution. But the reality is, is we look at one of the primary areas for capital redeployment this year is, as I stated, which is in paying down debt, following the share repurchase program to reduce our leverage ratio below 3.5 times while we get to the end of 2018 and remain committed to that investment grade balance sheet.
Operator:
Our next question comes from the line of Liav Abraham with Citi. Your line is now open.
Liav Abraham - Citigroup Global Markets, Inc. (Broker):
Good afternoon. Just another question on generic Advair, can you just give us a little bit more flavor on the information request that you've received from FDA? Apart from these, are there any outstanding issues? And where do you stand on the manufacturing front? And then as it relates to guidance, can you confirm that you can make your guidance without any of these big launches such as Advair or Neulasta that you're anticipating this year? Thank you.
Rajiv Malik - Mylan NV:
Thanks, Liav. In fact, we are very happy with the pace at which FDA has reviewed this ANDA after we have submitted the response to the CRL in August of 2017. And we have been getting – especially over the last eight weeks, we have got continuous feedback from FDA in terms of several information requests, some of those requests have already been responded to and some of them are being responded. We don't see any red flags. We don't see any big hurdles. Yes, there is a lot of clarification which we need to provide, but that's what we are left with. And as well as the manufacturing is concerned, we don't see any constraints for manufacturing the requisite quantities for the launch and what we have built in our plan.
Heather M. Bresch - Mylan NV:
And as far as your question around guidance, I would say this year is no different than in year's past. I believe that we've always taken a very practical approach to how we probability weight our launches to, and that's why we give a range around our – around what we're expecting. And as I've often said, all good things don't happen at one time. All bad things don't happen at one time. It's really about managing this global business across all of our segments, as well as this year, really executing on these launches. So as always, as the year goes through, as we see changes or to change those ranges, we will. But we feel good about the range we've given and the way that we've modeled our business to manage to hitting our target.
Operator:
Our next question comes from the line of Chris Schott with JPMorgan. Your line is now open.
Chris Schott - JPMorgan Securities LLC:
Hi. Great. Thanks very much for the question. Just two quick ones here. First, prior commentary, I think, had been for earnings of at least $5.40 in 2018. Your formal guidance here is $5.20 to $5.60. I know it's not a huge change. But can you maybe just help us bridge a little bit in terms of what changed in terms of underlying outlook here? Is this just more pressure on that U.S.-based business that we're seeing across the space? Or is it something with new launches and pipeline? And then the second one was just an update on generic RESTASIS and the opportunity here. Is that something you're thinking about for 2018? Just any more color on approval timelines. Thank you.
Heather M. Bresch - Mylan NV:
Hi, Chris. Thanks. As far as our – I guess, what I would say, Chris, is I think $5.60 is more than $5.40. And so we've said at least $5.40 our target. The mid-point is $5.40. As you know, there's a lot of moving pieces and parts that go into us giving that range. So really, nothing has changed. I think, again, there's a lot of moving pieces and parts, as I said earlier. And I think our track record of showing our ability to manage those has been very good, and I'm excited about this year. I'm excited about the opportunities. And as I said, as things roll in, we'll continue to hone in on that and so that's what I would say on the guidance.
Rajiv Malik - Mylan NV:
On RESTASIS, Chris, we have a target action date of July 2018. We don't have any significant or any scientific issues which need to be resolved. And now we are waiting to hear from FDA. And we look forward to bring this product to the market in 2018.
Operator:
Our next question comes from the line of Douglas Tsao with Barclays. Your line is now open.
Douglas Tsao - Barclays Capital, Inc.:
Hi. Good afternoon. Thanks for taking my questions. Just, Rajiv, maybe a little bit of an update on the pegfilgrastim product. And one question I had was why was it that with trastuzumab, you simply had the PDUFA date delayed by a few months and yet you had got a Complete Response Letter even though it seems like with both, it was more of manufacturing issues rather than clinical?
Rajiv Malik - Mylan NV:
So let me give you the status of pegfilgrastim and that – we have responded to the deficiencies, which we received in the last quarter. We have heard from FDA on several of those issues already. And we are already received certain information request. We feel very confident on the science part, on the execution of everything which was asked. And I think we have responded and we have a pretty good place on that. I think the only place where we're waiting now this – between that the tune action date, and this is (52:39) FDA may like to have another look into the manufacturing facility, although they have already approved or given us an approval on Herceptin, but that's up to FDA. We continue to work with the FDA very closely to respond to everything, which has been asked thus far. We don't see any hurdles. And I cannot comment about what assumptions or why they did, what they did in Herceptin in extending the product by three months. But in this case, they have given us now a target action date of early June, which we are very optimistic that by this time, all these issues will be resolved. And we look forward to launch this product in the second half of this year.
Operator:
Our next question comes from the line of Marc Goodman with UBS. Your line is now open.
Unknown Speaker:
Hi. This is Owais (53:29) for Marc. You provided some – you indicated some countries, where you saw – overseas where you saw some good growth such as Italy and Australia. Just wondering like what other countries – if you can provide a little more details in countries that you've seen may not seen as robust of a growth in BOCs (53:53)?
Anthony Mauro - Mylan NV:
Maybe I'll take a shot at this. Yes, we've seen some really great growth outside of the U.S. in markets like Italy, France, U.K, Germany, in particular last year. There's tremendous opportunity in the U.K. and Germany specifically to continue to grow our opportunity in those markets as well as many of the emerging markets, we've seen great growth in Australia, like I said, 17% year-over-year. And we think we're going to have a great year in 2018 as well. So we have great confidence in where our business has been in 2017 outside the U.S. and where is going here in 2018.
Rajiv Malik - Mylan NV:
Tony, just to add, we've been very excited with our opportunities and growth we are seeing in Brazil, China, Russia, although it's a small base, but there are many opportunity, many opportunities, which have been incubated and are being now realized in the next – in 2018, as well as 2019 as we go along.
Operator:
Our next question comes from the line of Irina Koffler with Mizuho. Your line is now open.
Irina R. Koffler - Mizuho Securities USA LLC:
Hi. Thanks for taking my question. You mentioned that you wanted to make investments in sales and marketing. And I was just wondering if you could expand on that? And whether this investment would be completed in this year, or is it more of a head count expansion that will carry cost into the next year?
Anthony Mauro - Mylan NV:
Thank you for the question. I think it will be twofold. Quite frankly, I think there will be certain investments that we see providing immediate value from a marketing perspective in key markets that from an OTC and established brand perspective. Additionally, from building an infrastructure in countries like China and Russia where we're adding sales force to ensure that we can cover broader and wider array of products that will carry on pass this year as well.
Kenneth Scott Parks - Mylan NV:
And Irina, I would just add to that that where you'll see in the charts that we provided you, that you see that we're continuing to reap benefits from our G&A initiatives. Meaning, where Mylan ONE integration initiatives. And as we move through the year, we look at how do we take that money and invest it to grow the top-line and bottom-line. And there's, obviously, more to be done in that area. We continue to have Mylan integration activities under in process.
Operator:
And our next question comes from the line of Umer Raffat with Evercore. Your line is now open.
Akash Tewari - Evercore Group LLC:
Hi, it's Akash on for Umer. Just a couple of questions. Number one, you guided to flat year-over-year in North American sales. Can you talk about what contribution from launches you're baking into have flat growth in a base case? And then also, Rest of World's profitability has been pretty choppy for you guys since Q4. Can you talk about how you expect profitability to kind of evolve going forward? And then what the contribution was to segment profit in Q4 specifically? Thanks.
Kenneth Scott Parks - Mylan NV:
I think on the segment profit piece for Rest of World, in the charts you'll be able to see both the fourth quarter and the full-year that profitability has expanded in not-only Rest of World, but Europe, as we move through the year. Now you will see that the fourth quarter had a little bit less profit expansion than what we had for the year overall. But that market can be a little bit choppy based upon tenders. But what we like is the fact that it continues to grow, it continues to follow the top-line. And as Tony just talked about, we've only begun to scratch the surface in many of the markets that we can enter into. So I wouldn't be too concerned about a quarter. And again, I would say that it's a good, healthy quarter. But what I would do is continue to watch what we're doing and how we're diversifying broadly across that Rest of World market.
Heather M. Bresch - Mylan NV:
And I guess, just to add to your question about the U.S. in North America, it's just – here's what I would say as you think about the generic industry as a whole, the real drivers to the success of this business as new product launches and high-volumes and offsetting erosion and other products as they can offer or have other competition enter the market. So as you look at our business now, the size of our business and the scale across the diversified portfolio we have, it's taken all that into consideration. We're not – we long ago stopped giving any kind of product by product basis. And what I would say is, again I'll just reiterate, I think our track record speaks for itself, is that giving working a lot of probability, waiting in practicality into the numbers that we come forward with as it results to all segments and rolling up to the EPS guidance that we've given.
Operator:
And that concludes today's question-and-answer session. I'd like to turn the call back to Ms. Trombetta for any closing remarks.
Melissa Trombetta - Mylan NV:
I just want to thank, everyone, for joining our call today. We look forward to seeing you at our Investor Day on April 11th. This concludes our call. Have a great night.
Operator:
Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program, and you may now disconnect. Everyone, have a great day.
Executives:
Melissa Trombetta - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan NV Kenneth Scott Parks - Mylan NV
Analysts:
Elliot Wilbur - Raymond James & Associates, Inc. Jami Rubin - Goldman Sachs & Co. LLC Marc Goodman - UBS Securities LLC Aharon Gal - Sanford C. Bernstein & Co. LLC Umer Raffat - Evercore ISI Gregg Gilbert - Deutsche Bank Securities, Inc. Douglas Tsao - Barclays Capital, Inc.
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan Third Quarter Earnings Conference Call. As a reminder, this conference call may be recorded. I would now like to introduce your host for today's conference, Ms. Melissa Trombetta, Head of Investor Relations. Please go ahead.
Melissa Trombetta - Mylan NV:
Thank you, Crystal. Good morning, everyone. Welcome to Mylan's Third Quarter 2017 Earnings Conference Call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial outlook and 2017 guidance. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier this morning, as well as our supplemental Q3 earnings slides and our investor presentations titled Built to Last, all of which are posted on our website at investor.mylan.com for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. Mylan routinely post information that may be important to investors on this website, and we may use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's regulation fair disclosure. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations of the non-GAAP measures to those GAAP measures are available in our third quarter earnings release, supplemental earnings slides and investor presentation. Let me also remind you that the information discussed during this call, with the exception of the participants' questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thanks, Melissa, and good morning, everyone, and thank you for joining our call. Before we get started, I'd like to send a special message to our employees in Texas, Florida and Puerto Rico, and thank them for their perseverance following the devastating hurricanes that struck there during the quarter. We're extremely grateful that all of them are safely accounted for and are proud of how we all came together to support one another and people and surrounding communities in the storm's aftermath. Though we recognize that the journey to rebuild will be a long one, especially in Puerto Rico, which was affected most severely. We're glad to report that our plant there is operational, and we have not experienced any shortages of the drugs we manufacture at the facility. Turning now to our business. I'm personally very grateful to say that after years of hopeful anticipation, it finally happened. Early last month, we received FDA approval of our Glatiramer Acetate product for both the 20-milligram and 40-milligram strengths and immediately launched them into the U.S. marketplace. Being first-to-market with the 40-milligram strength as well as offering the 20-milligram is a milestone in many regards. First and foremost, it underscores our scientific and regulatory capabilities to develop, secure approval of, manufacture and bring to market an extremely complex product, despite an arduous multiyear process. Second, and equally as important, is our ability to continue to deliver on our mission of providing access to more affordable products to patients, and that's where our new Mylan MS Advocate Program comes in. It's designed to help patients get started and stay on track with their physician's treatment plan for either dosage strength. It should be noted that this program also paves the way for the many other products in our pipeline that have special commercialization needs. Lastly, I would be remiss if I didn't also mention how proud we are of all of our employees here at Mylan. Our success in launching this very important product, one of the largest generic launches in recent history, which could not have come at a better time, only stands as a reminder of why we get up every day and what we fight and stand for. This single launch alone could have the effect of saving billions of dollars cumulatively for MS patients, taxpayers and the overall health care system. This launch should also serve as an important reminder to all stakeholders in the health care system about the importance of our industry and the role that we play, especially as our industry continues to come under attack by those whom we believe may not fully understand or appreciate how our industry work. And all that's involved in bringing very important products like this to market. Because of this, we applaud our industry's trade group, the Association for Affordable Medicine, for their hard work in helping educate all stakeholders interested in our healthcare system. With that said and while the U.S. healthcare system rebases itself, there are some fundamentals that will not change. The demand for high-quality Generics will not be going away. Generics already fill 90% of all prescriptions dispensed within the U.S. as well as a growing proportion of scripts filled around the world. Meeting this global demand is exactly what we envision and have executed on over the last decade. This is exactly why we moved out of the U.S. Generics and Specialty neighborhood and into a much larger and more resilient house in the global community. We've build our global platform to absorb and withstand geographic volatility, and it's through our product and channel diversification that Mylan has truly transformed itself from a single market, high-risk, first-to-file company into a resilient global business with strong durable cash flows. To put a number to it, we now believe that approximately 75% of our more than $2 billion adjusted operating cash flows stem from predictable, recurring revenues across all markets around the world, leaving a 25% basket of smaller, less predictable products, primarily in the U.S. Generics market. This model provides Mylan with a unique opportunity to meet the demands of individual markets around the world much more reliably, and as a result, it positions us very differently from our peers. We believe there is a real disconnect between our current valuation and the global business we've built. I believe our depressed share price is reflective of investor sentiment regarding a U.S.-only marketplace, which, therefore, provides us an opportunity to educate and expand shareholders' knowledge base and therefore, our multiple. I am personally committed to helping shareholders fully understand our transformation and who Mylan is today, so that we can reach our intended goal of fully realizing Mylan's value through total shareholder return accretion. As a part of that commitment, we will be embarking on an investor outreach program that will lay out how we intend to address this disconnect. Specifically, we intend to effectively deploy capital for future growth, while maintaining our investment-grade balance sheet. We will continue investing on our existing pipeline and additional opportunities to further enhance our pipeline. We will continue to look for and execute on opportunistic bolt-on transactions to add our existing platform. And finally, we will do all of this while continuing to grow the top and bottom line. Above all, the key message we'll be delivering is that, we have Built Mylan to Last, and that what makes us different is what makes us durable. As a result, we now have a substantial number of opportunities that are unique to Mylan's growth profile. Having begun our transformation a decade ago, we have a huge start, and going forward, you can be absolutely sure, we'll be executing to the best of our ability to use our strength to matter even more to our customers, patients and healthcare systems around the world, and therefore, continue delivering growth and value to our shareholders. You can find our presentation called Built to Last, in the Investor Relations section of our website at mylan.com. When you arrive at this site, you'll also see an invitation to learn more about Mylan's story and our global impact by providing access to medicine, innovation and science and public health policy. It's part of a campaign we've recently launched, called Better Health for a Better World, and through it, we intend to better tell our story to a much broader audience. Turning to the third quarter, our results, which included adjusted EPS of $1.10, were especially strong considering the ongoing challenges we experienced in the U.S., including accelerated deceleration of EpiPen sales, both from our launch of an authorized generic as well as the contraction of the overall epinephrine auto-injector market. Substantially moderating those challenges were our Rest of World and European segments, which together accounted for 60% of our third-party net sales during the quarter. Both segments showed continued strength, with our business in Europe again posting double-digit growth, a great example of the ability of our highly diversified global platform to absorb our industry's inevitable headwinds wherever they occur. As for the fourth quarter, given our GA launch and the stability of our platform, we see a strong finish ahead. We are, thus, increasing the low-end of our full year total revenue and adjusted EPS guidance ranges. Our new 2017 revenue range is $11.75 billion to $12.5 billion, which represents an increase of 9% at the midpoint versus full-year 2016. Our new 2017 adjusted EPS range is between $4.45 to $4.70 per share, a decrease of 6% at the midpoint when compared to the prior year. What's more? We believe the momentum and growth we see ahead is sustainable, which is why we remain confident in our 2018 target of at least $5.40 in adjusted EPS. We look forward to bringing you detailed guidance for 2018 during our 4Q call. We're once again continuing to deliver and differentiate Mylan in a rapidly changing industry. And for our third quarter performance, I'd like, on behalf of Mylan's board and our entire leadership team, to thank our employees around the world for their outstanding teamwork and execution and for their commitment to delivering Better Health for a Better World. With that, I'll now turn the call over to Rajiv.
Rajiv Malik - Mylan NV:
Thank you, Heather, and good morning, everyone. Before I begin, I would like to thank our employees around the world for their hard work and unwavering focus on our mission, especially those who were affected recently by natural disasters. We are very proud of our employees who, despite personally going through this ordeal, were able to ensure that there was no significant disruption and drug shortages from our facilities. Let me briefly turn to our third quarter results. I will provide an overview of our top line performance, and Ken will cover segment profitability. Overall, we delivered nearly $3 billion in total revenues for the quarter, a decrease of 2% compared to the prior year. We saw strong performance in our Europe and Rest of World regions, which again, represent more than half of our revenue. This helped to partially mitigate the expected decline in North America. All regions benefited from contributions from our acquisition of Meda businesses, which continue to perform well and meet our expectations. Mylan integration is going strong, and we're excited to see the integrated platform come to life with no business disruption, while we brought various assets from Meda and Renaissance together. Now, we are continuing to optimize the assets we have acquired, and identify additional cost-savings, as well as revenue opportunities, beyond what we have previously stated and are expected to generate additional annual saving of more than $200 million. In North America, our robust portfolio, rich pipeline, commercial infrastructure and our long-standing relationships we have fostered with our customers give us the unique ability to face the turbulence of this market. We expect to see sustainable cash flows from our hard-to-make, complex product portfolio, which generally have a high regulatory hurdle to climb, and oftentimes, require clinical trials and, thus, give relatively better visibility of emerging new competition. Also, such complex products usually provide more predictable and durable cash flows. About 30% of what we believe to be our global durable cash flows come from North America. We also anticipate that our growing portfolio of injectables, OTC as well as Topicals Business will also further contribute to our stability and future growth in this market. I would also note that EpiPen, the one big reason for decline this year, is projected to be less than 3% of total revenue, and is not a meaningful contributor as we go into 2018. A strong and sustainable performance in Europe is being delivered from our well-executed integrated platform of Mylan legacy, Abbott EPD and Meda businesses. Our European business is no longer primarily generic, but has approximately two-thirds of revenue coming from our Rx and OTC channels. Our portfolio of key brands, like Creon, Influvac, DYMISTA, Dona, Betadine, Saugella and EpiPen, belongs to a class of hard-to-make complex products and provide us predictable and durable cash flows. These brands have a great brand equity in these markets, and also, given the nature of these markets, do not get genericized overnight. About 40% of what we believe to be our global durable cash flows come from Europe. We will be further focusing on our global key brand portfolio, and we'll continue to make sustainable efforts to further grow and expand these across other countries. Also, we're excited by the growth opportunities we see to further strengthen our business in our key markets, like France, Italy, Germany, Poland, UK and Nordics, where we are now in position to add many more exciting products from our pipeline, like biosimilars and through a cross-pollination of our vast portfolio as we go along. Our Rest of World business currently represents approximately 60% of revenues from Generics, with the rest from Rx and OTC. This business not only is a significant source of durable cash flows, but will be a significant contributor for sustained growth in the future. We are focusing on expansion of our strong global portfolio into various markets, which came along with Meda acquisition like China, Russia, Turkey, Mexico as well as Brazil. Our Australia and Japanese businesses will continue to show a sustained performance. Also, we'll continue to build on our successful track record of our ARV performance and expand this further globally beyond emerging markets of Sub-Saharan Africa. For example, we recently announced a three-year volume-based contract with a consortium constituting of UNAIDS, CHAI, Gates Foundation, PEPFAR and Global Fund to provide the new anti-retroviral therapy of TLD for more than 90 countries. This is a significant step to accelerate treatment rollout as a part of global efforts to reach all 36.7 million people living with HIV. This initiative will give this otherwise relatively volatile business more predictability, stability and growth over a period of time. About 30% of what we believe to be our global durable cash flows come from the Rest of the World. Before I review our key pipeline programs, let me start by saying that we are very pleased to have received FDA approval of the first generic for Copaxone 40-milligram as well as another much-needed alternative to the Copaxone 20-milligram. We have always believed in our science, regulatory and intellectual property capabilities, and we are excited to bring this affordable and substitutable product ultimately to the patients who are dealing with this very difficult disease. This approval is a perfect example of whole Mylan's mission of providing high-quality medicines to those who need them is consistent with FDA's focus on access to complex Generics. We also are excited about the opportunity to launch the generic version of Copaxone 40-milligram with our partner Synthon in certain key European countries as we receive EMA approval in October. Each country will now follow its own process to obtain marketing authorization to launch in their country. We have already launched generic version of Copaxone 20-milligram in certain European markets. From the future pipeline investments point of view, we'll continue to focus on the development and manufacturing of complex products, while we diligently invest in our core businesses, including ARV's, injectables, Topicals and oral solid dosage form. This is especially the case with our injectable portfolio as we are seeing more approvals come through for these products. As you recall, we acquired Agila with a goal of becoming a reliable, global source of high-quality injectables for patients. With a period of enhancements to the acquired facilities behind us, this goal is now a reality. This year alone, we received more than 20 approvals of injectables in U.S. and more than 70 products are in our pipeline or pending approval. Complex and hard-to-make products especially require substantial R&D resources and investments, a strong regulatory and intellectual property expertise, along with an ability to invest significant capital to manufacture and commercialize these products. We believe Mylan is well-positioned in all of these areas to execute on our other pipeline opportunities. Turning now to some of our key pipeline programs. Starting with our biosimilar programs. The regulatory environment continues to be active over the last few months, while we believe additional changes are still needed to enable the U.S. biosimilar market, we are encouraged by the commitments expressed by Commissioner Gottlieb, and steps being taken by U.S. FDA in facilitating the views as well as their recent initiation of their efforts to educate physicians on the benefits and the cost savings of biosimilars. We are also very pleased at the steps we saw last week on the (20:47) for the Medicare. Regarding our Biocon partnership, we continue to see progress with the submission and regulatory process. With our pegfilgrastim application in the USA, you will recall that FDA issued a CRL relating to certain CMC data from drug product facility inspection. It is important to highlight the fact that the CRL did not raise any questions on biosimilarity, pharmacokinetics, pharmacodynamic data, clinical data or immunogenicity. We remain very confident that we will be able to respond to the CRL in the next few weeks. On the GMP side, Mylan and Biocon have been in close collaboration with FDA, and we have a clear path towards it – clear path forward to resolve issues identified in the inspection. For trastuzumab in the USA, we continue to work with FDA to resolve all outstanding issues, and we are hopeful to get this very important product approved very soon. Our BsUFA goal date for this product is December 3, 2017. With respect to our pegfilgrastim and trastuzumab applications in Europe, Mylan along with our partner Biocon has completed the corrective actions for the inspection observations and continue to make good progress toward a re-inspection of the Bangalore site. We are also making progress on the Marketing Authorization Applications. As per the administrative protocol, we have resubmitted both applications to EMA to restart the review. We'll keep you posted on the progress on these programs as we go along. I also note that for pegfilgrastim, we have also completed our regulatory submission for Canada, Australia and South Africa. And for trastuzumab, we have also submitted marketing applications in Canada, Australia and 32 additional countries. And we have already received approvals in another 19 countries. With respect to Insulin Glargine, in the U.S., we submitted our 505(b)(2) application, which is under active review with FDA. You have seen that we have been sued by Sanofi, which triggered a 30-month stay on our approval. This 505(b)(2) application includes vial and disposable pens with cartridges. For our part, we'll continue to work on this submission with FDA to bring an interchangeable alternative Glargine to the patients as soon as possible. For Europe, the insulin manufacturing facility in Malaysia has been given GMP clearance by EMA, and we continue to have an ongoing and productive interaction with EMA on our application. In addition to the submission in U.S. and Europe, we have also submitted marketing applications in Canada, Australia and 41 additional countries. We have already received approval in six other countries. Moving to our Momenta partnership, our biosimilar ORENCIA received initial top line results from its Phase 1 study last week, and unfortunately, it did not meet primary PK endpoints. We are disappointed by these results, and we'll work closely with Momenta to fully analyze the data and determine next steps. Additionally, with respect to our next biosimilar candidate in this partnership, M710, we continue to plan for it to enter clinics in 2018. On the respiratory front, you will recall that we have conformed with FDA that no further clinical or device-related studies are required for our generic Advair program. We have responded to the CRL, and continue to work with FDA for this very important product. Also, we are encouraged that FDA is treating this complex product as a high priority. We remain ready from a manufacturing and commercial perspective, and are optimistic to bring this very important product to patients as soon as possible. Our revefenacin collaboration with Theravance Biopharma continues to make progress, and just last week, we announced a presentation to the additional positive efficacy data from the three-month pivotal Phase 3 study at 2017 CHEST Annual Meeting. We are expecting to file this NDA for a novel nebulized LAMA treatment for COPD very shortly. If you recall, we announced previously that we have entered into a partnership with the 3M for the development of generic version of Symbicort for the U.S. market. We are excited about the progress we are making in the development of this product and are confident that we are on track towards a 2018 ANDA 505(j) submission. Pivotal PK studies are now complete with BE demonstrated (26:27) for both low and high-strength products. Regarding our generic form of RESTASIS, we have made good progress on our application, and we believe that we have a product that adheres to the FDA's latest new guidance. Our bridging goal date is December 31 of this year. With this district court verdict behind us, we look forward to bring this very important product to patients soon. In summary, I remain confident that we are poised for future growth with this incredibly unique and durable platform, and I'm excited about the progress we are making within our pipeline, our continued commercial diversification reaching across different channels and geographies and our ability to mean more to our customers around the globe. With that, I will turn the call over to Tony.
Anthony Mauro - Mylan NV:
Thank you, Rajiv, and good morning. As Heather and Rajiv commented, the strong global diversified business we have built over the past decade gives us more confidence than ever about our future and our ability to be a key supplier to customers and patients around the world. Our unique commercial platform is fit to withstand change in our industry and continues to distinguish Mylan as a partner of choice during a time of further customer consolidation and globalization. One of the most important drivers behind our confidence is the daily effort made by our commercial team of nearly 7,000 people around the world. Without them, our products wouldn't reach the patients and providers who need the most. We are beginning to reap the rewards of a long-term and significant investments in science and innovation that Rajiv outlined in his remarks with the much anticipated U.S. launch of the first generic for Copaxone 40-milligram as well as a generic version of Copaxone 20-milligram. We are particularly pleased with our prescription uptake to date for the 40-milligram strength. For the week ending October 27, our share of new prescriptions was 16.2%, and total prescriptions was approximately 8%. We also are encouraged by the number of patients who are utilizing our comprehensive support services through our MS Advocate Program. Some of these services include in-home injection training with an experienced MS nurse, educational resources and a 24/7 patient support center. We view this launch as a critical opportunity to provide an affordable alternative for patients and payers, while still optimizing conversion and delivering value for Mylan. We look forward to successfully commercializing both strengths of this product in other key markets around the world as we receive appropriate regulatory approvals. In addition to generic Copaxone in the U.S., we are pleased with the strong performance of some of our global key brands around the world such as DYMISTA, Dona, Betadine and Elavil. These important products, which were acquired through our Meda transaction, experienced significant growth this quarter and continue to exceed our original expectations. We expect this growth to continue as we leverage our strong commercial infrastructure in key markets, like Italy, France, Germany and the emerging and expansion markets. I'd now like to provide an overview of our regional performances beginning with North America. As anticipated and outlined last quarter, this segment declined about 22% to just under $1.2 billion. Sales of EpiPen declined by $245 million this quarter, as the overall market contracted when compared to the robust growth from the same quarter the prior year, as well as experiencing additional competition. Excluding EpiPen, North America declined 6% as anticipated and as outlined last quarter, primarily due to the impact of significant first-to-market products losing exclusivity over the prior year, as well as increased competition. We are still estimating annualized price erosion in the high single digits for the region for 2017. Despite these challenges, we continue to see momentum and be excited about the future for this region. We've been pleased with the launches of several limited competition products this quarter, most notably, the launch of Imatinib tablets further strengthen our robust U.S. oncology portfolio, which now contains more than 40 products. This is a very important therapeutic area for Mylan, globally, which would bolster even further in the coming years with the introduction of several biosimilars to treat cancer. That said, I am pleased to report that the geographic diversity of our platform, which we have been building over the last 10 years, also has been balancing pressure in North America. In Europe, sales totaled more than $1 billion, a year-over-year increase of 24%. These strong results were due to incremental sales from our Meda acquisition and favorable pricing and volume trends in the region. This includes mid-single-digit organic growth in the region, specifically in some of our largest markets, such as France, Italy, Germany, UK and the Nordics. We also continue to be excited about the stability and performance of our strong brands in the region, such as Creon and Influvac, as well as new growth from brands like Betadine and DYMISTA. This quarter's growth from our acquired assets reinforces our confidence that building scale in Europe under our One Mylan approach has us well positioned within the region. In our Rest of World segment, sales totaled $740 million, a year-over-year increase of 9%, driven primarily by our new Meda assets and strong performance in emerging markets. We are also seeing strong performance from some of our key brands in this region. Amitiza, for instance, delivered robust growth of more than 20% for the quarter in Japan, and we will continue to seek ways to optimize our assets and partnerships in this market. Overall, for the third quarter, we saw, as expected, global generic price deflation in the mid-single digits, and we continue to anticipate this for the full-year 2017. In summary, we believe our unique product mix of Generics, brands and over-the-counter medications across a range of therapeutic categories and sold in multiple sales channels, combined with an expansive geographic reach and strong commercial platform, position Mylan better than any other company in the industry to serve our customers and deliver better health for patients. With that, I'll turn the call over to Ken.
Kenneth Scott Parks - Mylan NV:
Thanks, Tony, and good morning, everyone. Turning to our financial results for the third quarter, total revenues in the quarter declined slightly year-over-year to approximately $3 billion. Rajiv and Tony have already taken you through our top line results for Mylan, in total and our segments; I'll now take you through the rest of our financial performance, which was in line with our expectations. In the third quarter, our adjusted gross margins were approximately 53% compared to approximately 57% from the same period last year. The decline is the result of lower gross profit from the sales of existing products in North America, primarily EpiPen, partially mitigated by new product introductions and contributions from last year's acquisitions. Moving on to our operating expenses, on an adjusted basis, R&D was approximately 6% of total revenues, which was in line with our expectations and down slightly from the prior year period due to the timing of clinical activities related primarily to our respiratory programs. SG&A expense, also on an adjusted basis, declined 3% to $586 million, or approximately 20% of total revenues and also in line with our expectations. In the quarter, the benefits from our ongoing Mylan integration activities more than offset the incremental SG&A from our Meda acquisition. Our adjusted tax rate was 17.5% for the quarter, bringing our year-to-date tax rate to 18%. We continue to expect our adjusted tax rate for the year to be in the range of 18% to 18.5%. Moving on to segment profitability, as a result of the declines in third-party sales, including EpiPen, segment profitability in North America declined 27% in the quarter to $576 million. Partially offsetting this decline, segment profitability expanded in the Europe and Rest of World segments, reflecting contributions from the Meda acquisition as well as new products sales. When compared to the prior year period, Europe segment profitability was up 15% and Rest of World segment profitability was up 16%. Adjusted net earnings in the quarter declined to $590 million, and adjusted diluted EPS declined 20% to $1.10. Briefly turning to our results for the nine months ended September 30, total revenues increased to approximately $8.7 billion. That's a year-over-year increase of 11%. Acquisitions contributed approximately $1.4 billion in net sales during the nine-month period, and adjusted earnings for the nine months ended September 30 decreased by $26 million to $1.7 billion, and adjusted diluted EPS decreased 5% to $3.13. Now, turning to our cash flow and liquidity metrics, adjusted net cash provided by operating activities totaled $2.1 billion for the nine months ended September 30 compared to approximately $1.9 billion in the prior year period. Capital expenditures totaled $156 million compared to approximately $240 million in the prior year. As we said previously, we are fully committed to continuing to deleverage and have demonstrated that by paying down our debt by approximately $1.2 billion in the first nine months of the year, which includes approximately $420 million in the third quarter. As a result of our continued strong cash flow generation, for the full year, we expect to deliver on our initial cash flow guidance of between $2 billion to $2.4 billion of adjusted free cash flow, net of our revised capital expenditures range of $300 million to $350 million. Our ability to generate strong cash flows reflects the strength and durability of our portfolio, resulting from the decade-long transformation of our business into a global diversified player, and is supported by the power of our balance sheet, which provides us with the financial flexibility to invest in the future of our business. At the end of Q3 2017, our debt-to-adjusted EBITDA leverage ratio as calculated under our credit agreement was 3.6 times and was in compliance with our covenant requirements. You may recall that following the Meda acquisition, we elected to increase the leverage ratio covenant as permitted under our credit agreement to 4.25 times through the second quarter of 2017. Just last week, on November 3, we entered into amendments to the agreements for the 2016 term loans and 2016 revolving facility to extend the leverage ratio covenant of 4.25 times through the December 31, 2018, reporting period. These amendments provide us with the additional financial flexibility as we manage our capital structure during 2018. This does not change in any way our commitment to our deleveraging strategy or maintaining our investment-grade credit rating as we continue to work towards our long-term average debt-to-adjusted EBITDA leverage ratio target of approximately 3.0 times. Moving on to the revised guidance, primarily due to the approval and subsequent launch of generic Copaxone in the U.S. market, we've increased the low end of both our full year total revenue and adjusted EPS 2017 guidance ranges. Our revised total revenue guidance range is $11.75 billion to $12.5 billion, which represents an increase of 9% at the midpoint versus full-year 2016. Our new adjusted EPS guidance range is between $4.45 to $4.70 per share, that's a decrease of 6% at the midpoint when compared to the prior year. This year-over-year decline reflects the ongoing North America generic business dynamics as well as the more than $500 million impact from the rebasing of our EpiPen brand. Moving to 2018, as Heather mentioned, we're continuing to target at least $5.40 in adjusted EPS, which is an increase of more than 18% from the midpoint of our new guidance range for 2017. This target factors in the launch of generic Copaxone as well as the deferred launches of complex products from 2017, including generic Advair. It also includes incremental savings from integration activities and cost actions, continued growth in our Europe and Rest of World segments as well as the continuation of a challenging North American environment. We'll provide further details of our 2018 outlook on our fourth quarter earnings call. Before I turn it over to Q&A, I urge all of you to take a closer look at the Built to Last presentation that Heather spoke about earlier and which is posted on our website this morning. We're very proud of the business that we've built over the last decade, and this presentation highlights our transformational journey as well as the path we plan to take to fully realize the value transformation and our differentiated portfolio. We believe that our differentiated business model, our performance and our stable, durable cash flow generation are not yet reflected in our stock price valuation. With that, we'll now open the call for questions.
Operator:
Thank you. Our first question comes from Elliot Wilbur from Raymond James. Your line is open.
Elliot Wilbur - Raymond James & Associates, Inc.:
(42:45). Thanks. Good morning. A question for Heather and the team, I guess, as you head into the year-end and you think about the budgeting, planning and, obviously, forecasting process, certain things like uncertainty and variability in the U.S. generic market is going to remain high elevated for the foreseeable future...
Heather M. Bresch - Mylan NV:
Elliot, I'm sorry. Operator, if you could – we're not being able to hear you, Elliot at all on your questions.
Operator:
Elliot Wilbur - Raymond James & Associates, Inc.:
Could you hear me now?
Heather M. Bresch - Mylan NV:
Much better.
Operator:
You may proceed with your question sir, your line is still open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Okay. Thank you. Sorry about that. A question for Heather and the rest of the team, I guess, as we head into year-end budgeting, planning, forecasting process, obviously, uncertainty around where generic market is going to likely remain high for the foreseeable future. So just wondering, what you're thinking about in terms of or how you would characterize what you think are the greatest risks or the greatest unknowns at this point, whether it's continued uncertainty around FDA approval timelines for pending pipeline products, the impact of additional competitive entrants on portfolio products or sort of ongoing or evolving consortium purchasing dynamics. Just maybe sort of comment or kind of rank order, where you think the greatest risk among those factors lie with respect to the base business? Thanks.
Heather M. Bresch - Mylan NV:
Sure. Thanks, Elliot. Look, Elliot, what I would say and hopefully, this call continues to underscore the global nature of our business. I think all the weaknesses you just laid out are all primarily U.S. driven. And as we continue to show, both from our European as well as our Rest of World segments, our ability to continue to grow at double-digit in the case of Europe and high single-digit in Rest of World, that as we continue to leverage our assets, our products in these areas and continue to bring complex Generics as we'll be launching Copaxone throughout Europe. I think those are very important to telling the story of how we're continuing to be able to absorb the volatility in this U.S. Generics market, and which is why I made the commentary that just to remind everyone that we moved out of the neighborhood of just U.S. Generics and Specialty and into this global community, that's helping us absorb that, and the Mylan that we built today is able to continue to deliver and on our growth profile as we continue to bring these products to market. As far as the U.S. Generics, we continue to see those headwinds are going to continue for the foreseeable future, but I think again, the dynamics of our portfolio of the products we're launching, Rajiv spoke of the multiple injectable products we've launched and the 70 that are in our pipeline. So the durability again of what we are launching from complex to injectables as well as continuing to deliver on our outside of the U.S. platform is what's able to give us the confidence to say that at least $5.40 next year. Given all those things you just mentioned, taking into consideration. So what I would say is just again the message of the durability of our platform and our ability to absorb the volatility, which we believe really distinguishes us from our peers.
Operator:
Thank you. Our next question comes from Jami Rubin from Goldman Sachs. Your line is open.
Jami Rubin - Goldman Sachs & Co. LLC:
Great. Thank you. Heather, maybe if you could just take a step back and would love your thoughts on what you're seeing industry-wide, obviously the industry has been decimated with all the factors we've already talked about. But that's leading to in some cases, consolidation, other companies like Novartis, Mallinckrodt, maybe others are talking about selling their generic businesses. Where do you see Mylan fitting in with all this change? Are you in a financial position to be able to take advantage of some of these assets coming to the market, presumably at lower prices? And, I guess, Ken, to that question, I'm just wondering if – you've talked about your goal of getting your debt-to-EBITDA to three times or better. How flexible would you be on that if the right deal were to come up? Thanks very much.
Heather M. Bresch - Mylan NV:
Hi, Jami, so thank you. We have been pretty staunch since the Meda acquisition that we really had the assets that we needed to leverage this global commercial platform and have that infrastructure in place. With that being said, we've continued to say as we see bolt-on opportunities that we can now use this commercial platform that we've built to be able to continue to feed this platform, we'll do so. And I think to your point, it truly is a buyers' market, because there's lots of great assets out there for sale and we think at reasonable prices. So I can assure you that the financial flexibility that we still have today and are maintaining because of our – the generation of our cash flows, that we're going to continue to be balanced as far as, yes, paying down debt and staying committed to investment grade, but also have the flexibility to be able to bring the right products or dosage forms into our mix, both whether it's U.S., Europe or Rest of World, and I think you're going to continue to see us execute on that. And the last thing I'd say, because I think your point about the decimation of the industry, I think one thing I would just ask, and I've said this before, but I think it's continuing to play out is the continuity of our management team and the tenure of it. We've been together a decade, as we've continued to not only manage at the peaks, but in the valleys. And I think that's where you see a management team that has – had a strategy out there, we've executed to it. We've continued to navigate the waters, I think, better than anybody else out there. So hopefully, that differentiation is what continues to put investors at ease with not only the credibility we've now hopefully amassed on the scientific side, but also just being able to continue to maximize this global platform and absorb what the industry is going through here in the U.S.
Kenneth Scott Parks - Mylan NV:
Listen (49:29), Jami, I would just add on that on the financial discipline side and flexibility, you've seen us last year even with the Meda acquisition and a leverage ratio covenant extended to 4.25 times that we really never reached more than 3.8 times, and we remain committed to bringing that down as you've seen last quarter and this quarter down to 3.6 times under our credit agreement calculations. We did say, and I did say in this call that we've asked and obtained an extension from our banks at 4.25 times for the balance of 2017 and 2018, and that doesn't mean we're not committed to continuing to de-lever. But it actually speaks to the strength of our cash flows, and we talked about that a lot during the call today, as well as the fact that, as Heather said, in this environment, there are assets out in the marketplace that we just are going to continue to take a look at for potential bolt-on opportunities. And the banking group supports us, and that's why we have continued to de-lever, but have asked for that extension at 4.25 times. So there is a little bit of flexibility in our financial decision there, but obviously, with the discipline that over the long-term, we target a 3.0 times EBITDA leverage ratio number.
Operator:
Thank You. Our next question comes from Marc Goodman from UBS. Your line is open.
Marc Goodman - UBS Securities LLC:
Yes. Just in the U.S., Tony, can you talk about the Econdisc and WBAD, the latest consortium to get together. I'm just wondering if you're starting to see any impact from that in this quarter. When do you expect we'll know what type of impact to expect there? And then, just in Europe, I mean, it was a pretty big number, and I was wondering if you could just give us a sense of was there any major launches? I mean, was Copaxone a big number in the quarter? Or biosimilars? Just give us a sense of was there anything unusual, because it was pretty good. Thanks.
Anthony Mauro - Mylan NV:
Thanks, Marc. Around the global customers we're speaking of, in particular WBAD and Econdisc, we continue to work very closely with them and all of our customers to ensure that we're identifying not just risk, but opportunities. We feel like the markets we're in globally gives us a very good advantage in terms of how we overlay our portfolio with those particular opportunities. And as Econdisc joins WBAD, we feel like we reviewed it and looked at it and feel confident that we have the opportunity to grow in the future as these customers get larger with more scale across multiple markets, so.
Rajiv Malik - Mylan NV:
And for Europe – Marc, this is Rajiv. I think we see a slew of launches; not of big launches, but the multiple countries and multiple launches. But more importantly, the portfolio expansion and the focus and attention these brands are getting, not only to sustain, but continue to grow, that's driving it basically. That's driving the growth in Europe.
Kenneth Scott Parks - Mylan NV:
And one other – as you think about how the numbers come together, remember that we closed the Meda acquisition in early August of last year. So the year-over-year results do have an incremental month of Meda in them, especially in Europe.
Operator:
Thank you. Our next question comes from Ronny Gal from Bernstein. Your line is open.
Aharon Gal - Sanford C. Bernstein & Co. LLC:
Hi, everybody. Good morning, congratulations on the result (52:56). Two, if I can sneak one in. One, you've got a corporate contingency in your cash flow statements of $275 million. Can you just let us know what that is? And second on Advair, do you have a target action date? And do you expect one?
Kenneth Scott Parks - Mylan NV:
So on the first question, Ronny, I think what you're seeing is that in the reconciliation in the back of the press release, there's an add-back of $275 million to get from GAAP operating cash flows to adjusted operating cash flows. As we called out, we paid for about half of the DOJ settlement in the third quarter. The other half has already been paid in the fourth, but that's essentially what makes up the $275 million.
Rajiv Malik - Mylan NV:
And Ronny, for Advair, yes, we have a target action date of June, middle of June. But at the same time, given this GDUFA I and GDUFA II, the bridging goal date, this being a high-priority product to the FDA, we continue to work with FDA very closely on this to better (54:03) that date.
Heather M. Bresch - Mylan NV:
And I would just say, to add to that, that with the new Commissioner Gottlieb, his emphasis on complex Generics and being very mindful of bringing products to new market formation, we continue to know that generic Advair stays a priority review. And to Rajiv's point, we're hopeful as all the science behind us that we will continue to stay very close and work with this administration on what they've stated as real priority for them as well. So we find that very encouraging.
Operator:
Thank you. Our next question comes from Umer Raffat from Evercore. Your line is open.
Umer Raffat - Evercore ISI:
Hi, guys. Thanks so much for taking my question. I have two, if I may. First, maybe for Heather. Heather, is there an EPS number between $5.40 and $6 for 2018, which could serve as a threshold for additional compensation for senior leadership? Is there a $5.70 EPS, for example? Just wanted to understand that. And then, secondly, Rajiv, could you just give us some more color on RESTASIS, specifically, what you meant? The bridging date is end of December 2018. So does that put your potential target action date in second half of 2018? I just wanted to make sure we fully understood that. Thank you.
Heather M. Bresch - Mylan NV:
Hey, Umer, so thank you. So first, Umer, what I would say is that our target of at least $5.40 is just that
Rajiv Malik - Mylan NV:
Yeah. And on RESTASIS, actually, if you have tracked, we had a target action date, Umer, on September, and that's when we received a IR (56:00) based on that new guidance change, which was immediately addressed and submitted. And this bridging goal date is now, basically, the December end is a bridging goal date, and there is no – we believe we have addressed every aspect of science (56:13), and we can be technically looking us getting over the threshold and getting approval of this very important product by this date.
Heather M. Bresch - Mylan NV:
And I think, Umer, that just underscores what we had said earlier, what – our mission of continuing to fight for and bring affordable Generics to the marketplace, globally, is what drives us, and I think this is a great example of persevering through what I would call pretty desperate legal maneuvers to try to maintain a monopoly that should have been gone a couple of years ago, and our ability continue to fight not only in the courts, but with the science and have a clear pathway to approvals. So we're looking forward to bringing this important product to the market.
Operator:
Thank you. Our next question comes from Gregg Gilbert from Deutsche Bank. Your line is open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Hi. Good morning. Another two-parter. I was hoping, Tony, I know you're not emphasizing the U.S. part of the generic neighborhood today. But on the generic price in the U.S. excluding the effect of your launches or the semi-exclusive products, was the erosion on your base of products, let's say, that they have been on the market more than a year, the same as it's been in recent quarters, or did it get better? Did it get worse? And separately for Heather and Ken, you both commented on dissatisfaction about your valuation. Would your acknowledge that part of the valuation disconnect can be accounted for by investor perception around shareholder friendliness and corporate governance. And if so, what are you doing tangibly to address those? Thanks.
Anthony Mauro - Mylan NV:
Thanks, Gregg. On the U.S. Generics portion of the business, certainly, we've been discussing and talking about a full year number of mid-single digits, and I would say for Q3, we talked to you last quarter about it being a little bit choppy as well as Q4 just due to specifically around some significant first-to-file products in the previous year for the quarter that we're measuring against. So, I would say it was exactly where we thought we would be. And, at the same time, looking from a full year perspective, we feel high single digits is the accurate estimate that we have for 2017.
Heather M. Bresch - Mylan NV:
Yes, Gregg. And as far as our discontent with the valuation, I think, as I said, I'm personally committed to get out there and educate and sit down with our shareholders to really talk about the business we have today, because I think that what you'll find in the presentation that we provided, Built to Last, is that when you look at Mylan in the portfolio, we have in each of these segments and you look at peers within, especially Europe and Rest of World and some of the valuations that are happening around their businesses where we have as good, if not, better businesses within those geographical regions, I think that's where a multiple expansion is certainly warranted when you now put our whole global product mix together. And I don't believe that's rooted or grounded in governance, I think that as we continue to have shareholder meetings and certainly stay open-minded and have these discussions, again, what I can say is, we look at companies out there around the globe with a whole host of governance issues from family-owned to a whole wide array of how they're on the public markets. We really believe it's the fundamentals that should drive that valuation, and we believe that the shareholder outreach program is going to go a long way to help rebase and have honestly us get credit of the company we've built over the last decade. And believe that we've got a real strong lead ahead of anybody else out there and have a real opportunity to really be the bellwether of this industry.
Kenneth Scott Parks - Mylan NV:
Couldn't agree with Heather more, and I would just say, look, from a finance perspective, the presentation just went out there this morning. I would ask you to just really take time and take that presentation apart, because what you'll see is that under kind of any kind of measures, you would look at the performance, you would look at the global footprint, you look at the stable, durable cash flows of this business, and it is truly, truly undervalued. And the message that we're all trying to get across today and over the coming months, because we'll be out there talking to you more as we put this together, and we think the solidification of the business transformation has effectively been completed is we'll talk about that opportunity. But what I would challenge you to do is look at the numbers, look at the math, look at the compares and any case, the stock price, the company is not fully valued yet.
Operator:
Thank you. Our next question comes from Douglas Tsao from Barclays. Your line is open.
Douglas Tsao - Barclays Capital, Inc.:
Hi. Good morning. Thanks for the questions. Just a question on the Copaxone launch. If we look at the scripts according to IMS, the traction in the 40-milligram seems to be going very nicely, not necessarily being reflected in terms of the 20-milligram. Just curious if we should expect that to upturn? Or do you see most of the opportunity lying in the 40-milligram? Thank you.
Anthony Mauro - Mylan NV:
What I would say Doug certainly, we knew from launch on onset that the 40-milligram made up almost 85% of the market. However, the 20-milligram is still very important to us as well, and we're very encouraged the 40-milligram script trend is (1:01:29), specifically new prescription trends over 16% after three weeks of launch, we feel like this is a tremendous opportunity, as well as an opportunity to look at market expansion, with 17 brands in MS space and only a one generic with the 40-milligram, we think there's an opportunity to expand on that product and expand the market at the same time. So yes, the 20-milligram is equally important to us, although the 40-milligram is the larger opportunity.
Operator:
Thank you. And that does conclude our question-and-answer session for today's conference. Thank you for participating in today's call. This will conclude the program. You may all disconnect. Everyone, have a wonderful day.
Executives:
Melissa Trombetta - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan NV Kenneth Scott Parks - Mylan NV
Analysts:
Jami Rubin - Goldman Sachs & Co. LLC Aharon Gal - Sanford C. Bernstein & Co. LLC Elliot Wilbur - Raymond James & Associates, Inc. Christopher Schott - JPMorgan Securities LLC Marc Goodman - UBS Securities LLC Andrew Finkelstein - Susquehanna Financial Group LLLP Gregg Gilbert - Deutsche Bank Securities, Inc.
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan second quarter 2017 financial results. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this conference is being recorded. I would like to introduce your host for today's conference, Melissa Trombetta, Head of Investor Relations. You may begin.
Melissa Trombetta - Mylan NV:
Thank you, Terence. Good morning, everyone. Welcome to Mylan's second quarter 2017 earnings conference call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President Rajiv Malik; Chief Commercial Officer Tony Mauro; and Chief Financial Officer Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial outlook and 2017 guidance. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we furnished to the SEC on Form 8-K earlier this morning as well as our supplemental earnings slides, both of which are also posted on our website at investor.mylan.com, for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations of the non-GAAP measures to those GAAP measures are available in our second quarter earnings release. Let me also remind you that the information discussed during this call with the exception of the participants' questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thanks, Melissa, and good morning, everyone, and thank you for joining our call. To say that times are changing would be an understatement. However, as history shows, it's during times like these that industries and companies transform themselves. The generic as well as the entire healthcare industry is now at an inflection point, and every company's intersection with this point is unique. Our transformation from a domestic company started a decade ago when we committed to a strategy of globalization, diversification, and scale. As important as developing our strategy is how we have consistently executed against it and further derisked our platform. We have been very purposeful on the types of acquisitions we do, and we are very disciplined about integrating them. We undertook this strategy because of the volatility inherent in any geographic or product-centric model. Since 2007, this strategy has allowed us to overcome periods of intense competition, consolidation, unpredictable regulatory environments, and geographic economic fluctuations around the world. At times, this may have seemed like the road less traveled. But given the industry environment today, I believe the path we chose and our patience and commitment to deliver over the long term is paying off, given our guidance and especially our outlook in the face of the significant headwinds in the US market. In fact, there has never been a better time to recognize how unique our intersection with the industry is. We have built a global pharmaceutical company that is a leader in each of our geographical regions and which no longer resembles the companies that are focused solely on running just generic and/or specialty pharmaceutical businesses. This is precisely why we introduced new geographical reporting segments at the end of last year. In doing so, we're providing investors with visibility into how we are running and driving our business and at current valuations believe we are also distinguishing Mylan's differentiated platform as an opportunity, creating yet another new entry point for investors to come into our security. Our second quarter performance is a testament to the importance of diversity and building for the long term. We generated total revenues of close to $3 billion, a 16% year-over-year increase, that was driven by growth in our Europe and Rest of World segments, which now account for more than 50% of Mylan's overall revenues. On the bottom line, we delivered adjusted net earnings of $590 million or adjusted EPS of $1.10, down 5% compared to the same period in 2016. While Europe and Rest of World grew significantly, as expected, our North America segment was down considerably year over year due to delayed launches on EpiPen. We expect these dynamics to continue for some time and for approval delays to persist this year, as the FDA continues to reorganize and adapt its processes and priorities. As we look ahead to the rest of 2017, we continue to have great confidence in our underlying business in every region. However, given this unpredictability and an abundance of caution, we have removed Copaxone and Advair from our 2017 financial guidance and have simply deferred them to 2018. As a result of rebasing our North America business, we now expect to deliver total revenues this year of between $11.5 billion and $12.5 billion and adjusted EPS of between $4.30 and $4.70. Our outlook for Europe and Rest of World remains essentially in line with our previously stated expectations. And similarly, we expect no further adjustments to what we already have laid out with respect to EpiPen. I note as well that given our broad diversification and ability to matter more to customers, our outlook reflects global generic pricing erosion in the mid-single digits, which now takes into account high single-digit erosion in North America generics. Turning to 2018, we're moving our targeted adjusted EPS to at least $5.40 for the year, revised from $6.00. This new target represents 20% growth over 2017 based on the midpoint of our revised range. It incorporates a rebasing of the impact of deferred key US launches and their associated contributions to profitability, AB generic competition to EpiPen, further optimization of our commercial and operational platforms, and capital deployment as we utilize our financial flexibility. So yes, this was a tough quarter, and it will be a challenging year due to the volatility and uncertainty in the US, the world's largest pharmaceutical market, but we haven't in the past and still are not managing this company quarter to quarter. We're managing it for the long term. And that's why today we've been able to maintain our business while continuing to invest and build for sustainable growth. Further, as CEO, I can assure you that given our depressed share price, I'm very focused on continuing to engage and educate investors about the true value of Mylan's unique and highly differentiated platform. Indeed, when we step back and look at our business holistically, we find ourselves more confident and optimistic than ever about Mylan's prospects. We have a product portfolio and pipeline that is exceptionally deep and broad, covering numerous important therapeutic franchises, including medicines for which demand is very strong and growing rapidly, such as respiratory products and biosimilars. A great example of the latter is our proposed biosimilar for trastuzumab, which recently received a unanimous vote recommending approval from FDA's Oncologic Drugs Advisory Committee. As impressive is the sheer scale and scope of our operational and commercial infrastructure, which positions us to truly expand the world's access to high-quality products and meet the needs of the industry's dynamic and rapidly consolidating customer base. We also continue to have financial flexibility given our strong balance sheet and cash flow generation. In addition, unlike many of our peers, we have a very stable and perhaps one of the most experienced leadership teams in this industry. We believe its continuity reflects the soundness of our strategy, our unwavering focus on building for the long term, and the resilience of our culture. For all of these reasons, we believe that Mylan's best years lie ahead, which is particularly meaningful given the 25% CAGR in adjusted EPS that we delivered between 2008 and 2016. For making this opportunity possible and for our second quarter performance, I'd like on behalf of Mylan's board and entire leadership team to thank our employees around the world for their outstanding teamwork and execution and for their continued commitment to delivering better health for a better world. With that, I'll turn the call over to Rajiv.
Rajiv Malik - Mylan NV:
Thank you, Heather, and good morning, everyone. Before I begin, I too would like to thank our employees around the world for their hard work and continued unwavering focus on our mission and business objectives despite the challenges that come our way. Let's turn to the second quarter results. I'll provide an overview of our top line performance, and Ken will get into the segment profitability. Overall, we delivered nearly $3 billion US in total revenues for the quarter, an increase of 16% compared to the prior year. As Heather noted, this performance is a result of the breadth, diversity, and resilience of our global integrated platform, which has given us the strength to manage the headwinds and ensure long-term sustainability. This quarter, the headwinds came primarily from the US, where challenging market dynamics accelerated. However, our performance in our Europe and ROW segments delivered on our expectations. I'm especially pleased with the performance of our Meda and Topicals business acquisitions, which continue to meet and exceed our expectations in their contributions. Let me provide some more detail on the challenging environment in North America, especially in the US, which resulted in third-party net sales declining by 9% to about $1.3 billion. I note that the region would have seen an increase of 4% if not for higher than anticipated negative impact from EpiPen Auto-Injector. During the quarter, we saw increased competition resulting from FDA's focus on accelerating the approvals of third, fourth, or fifth generics. Unfortunately, we have not seen the same for the first generics nor for more complex and niche products, which we believe have been impacted by the recent ongoing reorganization within FDA. However, while the timing of realizing some of these opportunities may be delayed, our confidence in our ability to bring these products to market and maximize their potential has not changed. To be prudent, we have taken contribution from the major product launches in US out of our guidance for 2017. That said, we continue to remain optimistic based on commentary by Commissioner [Scott] Gottlieb and other senior FDA officials that the FDA is committed to enhancing its capabilities and approval process for complex generics. Another consistent pressure point in our industry is pricing. Here again, our approach of operating at global scale and diversity continues to help us manage these challenging conditions. While we will continue to see choppiness in pricing across individual markets, exemplified by increasing pressure in the US, the global generic pricing environment this quarter was again consistent with our expectations and previous guidance. However, given the environment in the USA, we have adjusted our expectations for price erosion in our global generics business to mid-single digits for the year. Tony will further elaborate on this topic. Turning to Europe, sales totaled more than $950 million, a year-over-year increase of 59%. The increase was primarily the result of contributions from the Meda acquisition. In Rest of World, sales totaled approximately $690 million, a year-over-year increase of 29%. This increase was primarily driven by the Meda acquisition along with sales from new products and higher volumes from existing products, which more than offset lower pricing. Shifting to integration, we continue to make good progress in the integration of Mylan, as evidenced by a 150 basis points decline year over year in our adjusted SG&A spend as a percentage of total revenues. In recognition of challenging environment we are operating in, we continue to identify additional cost synergies as well as revenue synergy opportunities that we expect to realize in 2017 – 2018 timeframe. Let me now talk about generic Copaxone and generic Advair. Regarding Copaxone, we are disappointed with the execution by FDA of this complex ANDA, as the administrative timeline continues to move despite a number of interactions as well as meeting all of the criteria as for the product-specific guidance issued by FDA. Having said that, we strongly believe in our science and have no pending scientific questions or any additional studies required at this time and are looking forward to this long-pending approval. On generic Advair front, we very recently met with FDA with regards to the Complete Response Letter, which we received in late March. We were pleased with the highly constructive nature of our dialogue with the agency, and we were able to clarify and resolve a number of key points raised in the CRL. Based on this interaction, we can confirm that no further clinical or device-related studies are required, and we plan to submit our response to the CRL in the next couple of weeks. We believe that the agency continues to consider this application as a high priority, and we continue to be ready for both a manufacturing as well as commercial perspective to launch upon approval. However, given the unpredictability of timing and in an abundance of caution, we have removed Copaxone and Advair from our 2017 financial guidance and have simply deferred them to 2018. Given all of this, we are very confident in our revised guidance for 2017. With regards to our operating platform, we are in constructive dialogue with the FDA regarding the warning letter that our Nashik site in India received earlier this year. We are working closely with the agency to comprehensively resolve their two observations as expeditiously as possible. The site remains in good standing with other global regulatory entities, including WHO and MHRA. Unfortunately, the warning letter has delayed new US launches from this site. We are pleased to have had the warning letter from Agila oncology site lifted during this quarter, joining SFF [Specialty Formulation Facility] and SPD [Sterile Product Division] in being cleared by the FDA. With this warning letter now lifted and new approvals from these sites accelerating, we see the opportunity to further support the unmet needs in the injectable space. Turning now to some of our other pipeline programs, which will be key drivers of our future growth, starting with our biosimilar portfolio, we are very pleased with the progress of our programs from a development perspective. We received unanimous approval from FDA's Oncologic Drugs Advisory Committee for our proposed biosimilar trastuzumab last month. This is a very important milestone, not just for this product, but also for our overall biosimilars program, and demonstrates the strength of our science in this complex area. We continue to execute on the review of our global submissions of trastuzumab and pegfilgrastim and working closely with our partner Biocon, and has the authority to address any outstanding issues. In addition, our proposed biosimilar bevacizumab, also in partnership with Biocon, recently received approval from the Indian drug regulator. We look forward to bringing a more affordable alternative for metastatic colorectal cancer and lung cancer to patients in India and other Rest of World markets. Our programs with Momenta are also are progressing well. We expect to report top line data for the Phase 1 study for our biosimilar Orencia candidate by the end of the year. We are also advancing the development of M710, the next biosimilar candidate that we and Momenta are developing as part of our collaboration, and plan on starting clinical studies in 2018. As a reminder, we have no material contributions from biosimilars in our guidance for 2017 or in our 2018 target. With regards to our insulin glargine program, we presented data from the INSTRIDE study at the American Diabetes Association's scientific session in San Diego, which demonstrated the efficacy, safety, and immunogenicity of Mylan's insulin glargine in comparison to Lantus in patients with Type 1 and Type 2 diabetes. Our regulatory applications are in active review for Europe, Australia, and Canada. From the US commercial manufacturing strategy point of view, we have decided to include the manufacturing site variations from Bangalore to Malaysia up front in the application rather than as a post-approval change. We are meeting with the FDA very shortly to reach agreement regarding their expectation in this regard for the US filing. Our revefenacin collaboration with Theravance Biopharma for COPD continues to deliver results at every step along the development path. We recently announced positive results from a 12-month Phase 3 safety study, which demonstrated that revefenacin was generally well tolerated and no new safety issues were identified. We now feel that we have all the data necessary to support a successful NDA filing later this year. Turning to our infectious disease franchise, our ARV business has been further strengthened by the first approval from WHO for new ARV combinations, specifically TLE400 and a TLD, a triple combination with dolutegravir, which both have tentative approval by FDA under PEPFAR. We also recently received first approval from WHO Prequalification of Medicines Programme for our generic version of Gilead's Sovaldi, which will be available in developing countries. As we said, the foundation of our business remains strong, and the rebased 2017 business provides opportunities for us going forward. Let me now provide you some backdrop to our revised adjusted EPS target of at least $5.40 in 2018, which represents 20% growth from 2017 based on the midpoint of our revised adjusted EPS range announced today. In revising this target, we took into consideration the current headwinds we face in the USA, including increased competition on our base business, and have assumed that they will continue through 2018. We have also assumed that launches deferred from 2017 will happen in 2018. However, we have adjusted our expectations for the contribution from these new launches. This includes anticipated launches of generic Advair and generic Copaxone. We have also taken into account the full impact of an anticipated launch of an AB substitutable generic to EpiPen. Further, we continue to identify additional cost savings opportunities from the continued rationalization and optimization of our platform above and beyond the targets communicated at Investor Day. We have recognized that the US industry outlook has changed substantially, and we are rapidly adapting our business to reflect these new market dynamics. That said, we see additional growth opportunities outside the USA as we successfully integrate our platform and operate as One Mylan in these geographies. We also have maintained financial flexibility in order to ensure we can pursue additional business development opportunities as they arise. There are many assets becoming available, and we will be opportunistic and prudent in pursuing those that will be a right fit for our business, filling our product or geographic gaps. With the commercial footprint we have in place, there are great opportunities to drop in the right (23:44) products and get more out of them as part of One Mylan. In summary, as a result of the platform, portfolio, and pipeline, we have built and have proven the capability to execute. Mylan remains extremely well positioned to meet the needs of customers and patients around the world. Our industry can be a challenging one, but we are built to overcome and weather these challenges like few other companies are, and we have more opportunities than ever before. As a result, I am very confident in our future. With that, I'll turn the call over to Tony for some additional perspective on the commercial landscape. Thank you.
Anthony Mauro - Mylan NV:
Thank you, Rajiv, and good morning, everyone. I would like to reiterate the confidence you heard from Heather and Rajiv in the underlying strength of our businesses around the world, our proven ability to overcome adversity in our business environment, and the many opportunities we have for continued commercial leadership and sustainable growth. I would now like to provide a framework for the management and commercial execution around our business from a geographic segment perspective, selling our broad portfolio across all channels in a holistic manner as One Mylan as we focus on being a partner of choice to our customers. We will start with our strong performance in Europe, which demonstrates what we've been able to build in this region over the past several years through continued and consistent execution and effective integration of the entire Mylan platform, most recently the Meda acquisition. As a result of the focus on execution, Europe now makes up more than 30% of our total revenues. We have been able to successfully maintain and expand upon our leadership positions in countries like France, Italy, and Portugal, while capitalizing on meaningful growth opportunities in the UK, Germany, and Spain. Our European business is also diversified across channels, with strong positions across brands, generics, and now OTC, where we have an established presence from the Meda acquisition. We are encouraged by the growth potential of our brands in the region, such as Dymista, Creon, Influvac, Brufen, and Betadine, and we are also excited about our strong future pipeline. Our Rest of World segment continues to show double-digit revenue growth and now makes up more than 20% of our total revenues. While our ARV business continues to perform strongly, we are very pleased that the integrated platform we have built in key geographic markets is also yielding benefits. For instance, we saw strong performance of 20%-plus revenue growth in Australia, a market where we have successfully integrated our platform and are now selling across all channels. We continue to be the market leader in New Zealand and have experienced growth in Japan. Today, we are one of the top five generic companies in Japan, and we continue to seek ways to optimize our assets and develop new partnerships in this market. We also have high expectations for growth opportunities for many of our products in key emerging markets such as China and Russia. Further, we are excited about the integration of Meda products around the region. We see key brands such as Dona, Elavil, and ArmoLIPID being additional growth opportunities for us. Moving to our business in North America, which now represents less than 50% of our total revenues, we have built a comprehensive business in this region, focusing on generic retail, institutional, branded, and a small but fast-growing OTC business. As in our other regions, we are selling our portfolio across this entire platform as One Mylan. As Rajiv discussed, we have had a challenging quarter in North America, with pressures arising from both accelerated new approvals on our existing generic products and continued consolidation of our US customer base. Specifically, contributions from new product launches in the US was one of the lowest in recent history. At the same time, we are seeing increased competitive pressure on our existing products, as FDA focuses on bringing more competition to already genericized products through accelerated approvals. As noted in industry reports, in Q2 we saw a much higher number of approvals for competitors on our existing base business than we've seen historically or anticipated. While these dynamics have continued to put pressure on pricing in the region, overall price erosion in our North American generics business remained in the mid-single digits for the quarter, in line with our expectations and global trends. However, as we noted last quarter, we expect fluctuations in the pricing environment in the third and fourth quarter due to having several meaningful first-to-market products that launched in 2016 come off of their exclusivity periods as well as accelerated competition on our base business. As a result of these factors, we expect to see full-year price erosion for our North American generics business in the high single digits. We were able to offset some of this choppiness through our global diversity, with several bright spots in the US and elsewhere, which is why our global generics price erosion for the quarter and expectations for the year are mid-single digits. Turning to EpiPen, the decline in this product was more than forecasted, primarily due to increased competition and the impact of the launch of the authorized generic. We now represent more than 70% of the total epinephrine auto-injector market through our branded and authorized generic products. While the competition in this market remains robust, our customers and patients continue to value this product. Despite the many challenges this quarter, we firmly believe that our underlying business in North America is solid and that our scale and breadth will serve us well for the long term and continue to differentiate us. As the industry transforms, like it has many times over the last 20 years, and customers consolidation continues, success in this region will be defined by those who offer the most robust and diverse product offerings across channels, deliver industry-leading customer service levels, and commit to investing in complex new products with longer opportunity horizons. Those attributes define Mylan. While we always will see fluctuations on a quarter-by-quarter basis in relation to specific products in individual markets, and sometimes these fluctuations may be dramatic, over the long-term horizon we believe we can deliver consistent and sustainable growth by focusing on supply, diversification, and new product introductions. In fact, I feel like we are just getting started on maximizing our powerful commercial platform, and I continue to be very excited about the commercial opportunities we see in each of our regions. With that, I'll turn the call over to Ken.
Kenneth Scott Parks - Mylan NV:
Thanks, Tony, and good morning, everyone. Turning to our financial results and summary, in Q2 we delivered total revenues of approximately $3 billion. That's an increase of 16% over the same period last year. This increase included growth in third-party net sales in both our European and Rest of World segments, which were up 59% and 29% respectively. The growth in both segments was largely driven by contributions from our acquisitions last year of Meda and the Renaissance Topicals business. Acquisitions also contributed to our North America segment more than $150 million, which helped to mitigate some of the impact associated with the decline in our EpiPen business along with mid-single-digit generic price erosion that Tony just spoke about. As a result of these headwinds, our North American segment third-party net sales declined 9% year over year. And excluding the decline in EpiPen, North America was up 4%, demonstrating the strength of our portfolio and our ability to absorb the ongoing challenging dynamics in the US. On a consolidated basis, we reported adjusted gross margins of approximately 54% in the current quarter compared to approximately 56% in the same period last year. The decline is the result of lower gross profit from the sales of existing products in North America, including EpiPen, partially mitigated by contributions from last year's acquisitions. Moving on to our operating expenses, on an adjusted basis, R&D was approximately 6% of total revenues or $171 million, which was in line with the prior year, including the incremental impact from acquisitions. Adjusted SG&A increased to $583 million, primarily due to integrating the acquired businesses. However, I'll point out that adjusted SG&A as a percentage of total revenues declined 150 basis points to less than 20%, driven by increased revenues from the acquired businesses along with benefits of Mylan integration. Moving to profitability, in Q2 adjusted earnings from operations was up approximately 15% when compared to the prior year. Similar to total revenue, this strong performance was largely due to increases in the European and Rest of World segments, partially offset by declines in North America associated with the impact of EpiPen and the US market dynamics discussed. Europe segment profitability was up 114% and Rest of World segment profitability was up 197%, both reflecting contributions from the Meda acquisition as well as new product sales. Adjusted EPS was $1.10, which was down 5% when compared to the second quarter of last year. The decline was due to a higher adjusted effective tax rate reflecting the impact of key product launch delays. In addition, our adjusted net earnings were also impacted by higher interest expense and share count when compared to the prior year resulting from the acquisition of Meda. Briefly turning to our results for the six months ended June 30, total revenues increased 20% to $5.7 billion. That includes acquisition contributions of approximately $1.2 billion. In addition, our adjusted net earnings for the six months ended June 30 increased $111 million to $1.1 billion, and adjusted EPS increased 6% to $2.03. Now turning to cash flow and liquidity, adjusted net cash provided by operating activities was very strong at $664 million for the three months ended June 30, 2017. That compares to $485 million for the prior year. The increase in the current quarter is driven by favorable working capital performance. I'll note that on a year-to-date basis, adjusted net cash provided by operating activities was $1.2 billion compared to $687 million for the prior year. For the full year, even with our new adjusted EPS guidance range, we still expect to deliver on our initial cash flow guidance. In 2017, we said we expect to generate $2 billion to $2.4 billion of adjusted free cash flow net of $400 million to $500 million of capital expenditures. Our ability to generate strong cash flows continues to support the strength of our balance sheet and provide financial flexibility to invest in the future of our business. Our debt to adjusted EBITDA leverage ratio for the 12 months ended June 30, 2017 was approximately 3.8 times, and that's in line with the level at the end of 2016. While we continue to execute on our commitment to deleverage, as evidenced by a voluntary debt prepayment of more than $800 million in the first half of the year, we expect our leverage ratio at the end of the year will be higher than we had initially indicated. As a result of our revised EBITDA guidance, we now forecast our year-end debt to adjusted EBITDA leverage ratio to be closer to 3.7 times. We remain fully committed to our deleveraging strategy, to compliance with our covenant requirements, to our long-term average debt to adjusted EBITDA leverage ratio target of approximately 3 times, and most importantly, to our investment-grade credit rating. In our earnings materials this morning, you saw a comprehensive table detailing our revised 2017 guidance ranges. Before I conclude my remarks, I'd like to comment briefly on a few items in that table. As you heard earlier, as a result of the impact from delayed approvals by the FDA for complex products, including generic Advair and generic Copaxone, as well as the impact from the accelerating competitive US market dynamic, including further price erosion in the US, we've revised our full-year 2017 guidance ranges. We're lowering our previous total revenue guidance range of $12.25 billion to $13.75 billion of revenues to our current range of $11.5 billion to $12.5 billion, which now represents an increase of 8% at the midpoint versus full-year 2016. As a result of the lower top line expectations along with the dilutive impact it will have on our adjusted gross margins and effective tax rate and despite incremental cost saving actions, we've also revised our adjusted EPS guidance down from the previous range of $5.15 to $5.55 per share to our new range of between $4.30 to $4.70 per share. That's a decrease of 8% at the midpoint when compared to the prior year. As both Heather and Rajiv have already noted this morning, we're targeting at least $5.40 in adjusted EPS in 2018. We'll continue to work through our planning process and will provide further updates as we get closer to setting our official 2018 guidance. With that, we'll now open the call for questions.
Operator:
Thank you. And our first question comes from Jami Rubin from Goldman Sachs. Your line is open.
Jami Rubin - Goldman Sachs & Co. LLC:
Thank you. Just, Heather, maybe you and others on the phone can comment on just overall operating margin. Clearly, we're all in a new environment. It's a tough environment for all of these companies, but this is also an industry that has maintained roughly 30% operating margins over a long period of time with improvements year on year. Now we're entering in a period where we're seeing margin degradation. Where are we in the cycle of things? In other words, how much lower can margins go? And on the other hand, can they get back to where they were before? It seems to me that it's all entirely dependent on new product launches. But assuming product launches don't occur, how much lower can those margins go? And if I could just stick in another one, and it's related, Heather, can you just talk about how your scale gives you leverage over the consolidated customers? It seems that Teva has said that scale really hasn't helped them. And based on the new guidance for this year for Mylan, it would appear that scale may not be helping you either. So if you could address those two topics, I'd appreciate it. Thanks very much.
Heather M. Bresch - Mylan NV:
Sure. Thanks, Jami. So yes, I'll start off, and then anyone else who wants to jump in can. So I guess here's what I would say. I think this goes back fundamentally when you talk about the margins and what does this business look like going forward. I think again, if we just stick within the United States, the diversity of your product portfolio I think is incredibly important. And I think that as you hear us continue to talk about not only that diversification from institutional to retail to continuing to build upon our OTC footprint, that kind of diversity within a segment absolutely helps maintain the margins that you've been used to, and I think importantly to your comment, new product launches, when you think about complex new market formation and as we enter the biosimilar arena. So I do believe that those are going to be able to maintain the levels that you've been used to. Now with that being said, I think we're at a moment in time with the FDA that it's those launches that have continued to have some delay in timing, but they will come. And I think it's companies who have been able to invest, and we continue to maintain that investment in R&D and bring those important products to market, is what will continue to differentiate companies that are able to maintain I think those margins that this industry has been used to for some time. But I don't think – as always, one size doesn't fit all, and I don't think everybody is going to be able to maintain that. And I think having the levers to manage and maintain your portfolio to account for that is going to be very important. I think as far as scale goes, again, I think you have to differentiate scale. I think that as you referenced Teva, where they really doubled down on scale in the last few years was in the United States. And I would say that as we see this market changing dramatically and transforming itself that perhaps more of the same in this market isn't going to get you very much. And I think that we've been pretty vocal and consistent about that over the last couple of years. When you think about scale building, scale over the global platform, as you look at Mylan today with over 50% of our revenues coming outside of the United States and us really doubling down over the last few years about building not only Europe/Rest of World, but our global supply chain, our vertical integration, it's that sustainability and differentiation that I absolutely believe will continue to pay off. Yes, are there challenges in this US market, which is the largest pharmaceutical market in the world? Absolutely, and we're not running away from that. What we're saying is Mylan's ability to withstand those challenges and I think come out stronger in this US market is definitely what we're confident in. but it's our global scale across these regions both from an operation and a commercial perspective which I think is what we'll continue to be able to differentiate ourselves. And as I said, I can assure you I'm committed as CEO to get out there and make sure we're engaged and educating that investors really have the opportunity to understand our opportunities outside the US as well as those that are coming with the all the pipeline products that Rajiv spoke about.
Operator:
And our next question comes from Ronny Gal from Bernstein. Your line is open.
Aharon Gal - Sanford C. Bernstein & Co. LLC:
Good morning and thank you for taking my questions. I'll try to sneak two if I could. They are factual, so it's going to be easy. First, I completely hear you about delaying the large launches to 2018. But are there still response points from the FDA on both Copaxone and Neulasta this year? Your partner suggested there are. I just want to see where they are and why. And second, thank you for breaking down the revenue by region. Can you give us a feel for the profitability division by region? If you look at your US business in terms of gross profits or operating profit, what percentage of the business is it today, just to give us a feel? Thanks.
Rajiv Malik - Mylan NV:
Okay, Ronny, I'll take your question on Copaxone. And as I talked about, having met all the possible – in this case we have specific product guidance out which we have delivered from the sameness perspective. And I've cited out administrative delays, and it's truly there's no science we are dealing with anymore. There are not any pending studies which FDA has asked from us or something like that. So it's perplexing because somewhere this whole reorganization within FDA that's coming into play, and we see this playing on complex and niche products, which are in this bracket. Having said that, as I told you, we remain very confident. We see no issue of bringing it to market, and it's a timing issue and that's what we are trying to adjust. On Neulasta, we continue to work with the FDA. We continue to work on the science as well as on the GMP front. And as you know, we have not factored in any revenues even in 2018 in any meaningful way from biosimilars. But if there is one upside which I can see from biosimilars and where how the competitive landscape is lining up between other different players who are ahead of us, Neulasta might be the one. But we'll give you more visibility as we go along.
Aharon Gal - Sanford C. Bernstein & Co. LLC:
Thanks, Rajiv.
Kenneth Scott Parks - Mylan NV:
And, Ronny, on segment profitability, one of the things that we have included and put out on our web as we released the press release this morning are a few additional earnings and financial-related slides, and one of those slides will break those numbers out for you. We actually show segment not only sales, but profitability. But just to highlight the numbers, the North America segment is continuing to run at about 50% segment profitability level, while the expansion in profitability in both the European and Rest of World segments shows that Europe is running now north of 25% profitability, and you know the numbers a few years ago were significantly lower than that. And in Rest of World for the quarter, it was about 33% segment profitability, so expansion in that segment nicely as well. But that data is out there available for you if you just click on the website and download those slides.
Heather M. Bresch - Mylan NV:
Thank you.
Operator:
And our next question comes from Elliot Wilbur from Raymond James. Your line is open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks, good morning. I have a simple straightforward question, but probably not really a simple straightforward set of answers to it. For Heather and the team, I guess if we think about the adjustment to your profitability expectations this year, just simply EPS, could you just maybe give us a little bit of insight or just rank order? Of all the factors that we've talked about, accelerating pricing pressure and the ongoing impact of the evolution of the consortiums and the rebidding process or the push-out in new product launch expectations, is there any one factor that stands out much more than the others in terms of leading to the revision in your expectation? I'm just trying to figure out where the team was probably most surprised with respect to those dynamics, because I certainly think pushing out $500 million in product sales is quite a bit different in terms of the implications than suggesting there has been a $500 million permanent impairment on the base. So I was just hoping to get a little bit more insight into the different dynamics there. Thanks.
Heather M. Bresch - Mylan NV:
Thank you, Elliot, and I think your observations are correct. I would say first and foremost, it's launches. When you look at on both fronts the continued delay on new complex key market or key product launches, and as we've said and I can't underscore this enough, we honestly see the administrative as the barrier and not the science. And I think we are, I can assure you, working diligently to daily be in contact with the FDA and work through these issues. And I'm highly optimistic that given even the new commissioner's recent commentary that this is a very important area, they recognize that getting these products to market are important. But if you say the delay of those launches as well, if you look over the last two months, I think the acceleration is almost near double of approvals in these already commoditized generic products. So when you're bringing number three, four, five, six to the market, and approvals I think jumped up last month to over 90 approvals, all falling in that bucket, which is why we acknowledged that increased competition on the existing products and recognized and called out this high single-digit in North America or US generics. I think both of those really were the primary driver. And to your point, the first one is the most important because this isn't a permanent hit, it's a deferred one. And that's why we did what we thought was the most prudent thing to do of pushing those into 2018. But I can tell you we're fighting every day to have them come as soon as they possibly can. So after that, I think things like EpiPen, when you think of all of the different compounding factors that have culminated right now, I think that's finding its footing, and I think important to recognize that we're down to it's going to be less than 5% of this company's profit going forward. So I think it's definitely rebased itself and we see that final settling of where EpiPen is and what it means to us as a product. And I would say those are your two big factors. And as we step back, because of that unpredictability, it's why we took the moves we did. And know that we pride ourselves on giving you guys that visibility and transparency as we see it. I think over the last year, we've talked about why there have been challenges in the industry. Mylan had been able to continue to absorb those challenges and that volatility. And when we get to a moment where we say you know what, the impact of both of those things moved pretty dramatically over these last couple of months, which is why we made the steps we did, but we couldn't be more confident in what we've put out there. And I think most importantly excited about still offering 20% year-over-year growth as we look into the target we put out there for next year. So, I don't know if anybody – okay, thank you for that.
Operator:
And our next question comes from Chris Schott from JPMorgan. Your line is open.
Christopher Schott - JPMorgan Securities LLC:
Great, thanks very much, just a question on the challenges facing the North American market right now. What do you think we need to see for a more stable pricing environment? It seems like you're highlighting these accelerated FDA approval rates as destabilizing price. It doesn't seem like that's going to subside anytime soon. So should we be thinking about a high single-digit price erosion as something that's likely to continue for the foreseeable future? And second quick question, which is on generic Advair, I believe you commented that you're going to be responding to the CRL over the next few weeks. I guess given that near-term refiling, can we assume that there weren't any issues as you reanalyzed your device studies against the FDA draft guidance I think was one of the requests that you talked about from FDA on last quarter's call? Thank you.
Heather M. Bresch - Mylan NV:
Thank you, Chris. I'll start off, and then I'll let Rajiv go into generic Advair. And just to follow up again, I missed this part on Elliot's last part of his question on consolidation and how that's factoring in. I think that we see this high single-digits as probably here for the foreseeable future, and we've accounted for that in everything that we've put out there both for this year and next year. I would say that the consolidation, obviously, you continue to see, I think we're down really now to about three buying consortiums here in the United States. I do think importantly, we'll point out that they're also not just buying for the US. These are global now buyers coming together, and from our perspective, that being able to supply globally as well as having these important products come to market. So while they're deferred, it doesn't take away their importance, speaking of generic Advair, which I think we still feel confident that even though deferred, we're going to be that first to bring this product to market. So I think that our ability to partner and leverage our global scale with these global buying consortiums, that we're best positioned to take our entire product portfolio across the globe and be one of the best partners out there.
Rajiv Malik - Mylan NV:
Heather, I'll just add one line to what you said. It's one thing to have global scale, Chris, and it's managing the global scale. Our global integrated platform and our segments allow us to run this and manage this business globally. Now coming back to Advair, I think I would like to take this opportunity to clarify and explain one of the remarks I made about how reorganization with FDA can impact it. Take Advair, generic Advair. It's been a nine-year long journey, and we had an intense collaboration with FDA till the submission of this ANDA. It saw many face-to-face meetings and agreement on several protocols. As the FDA transformed over the last two, three years and the emergence of OPQ [Office of Pharmaceutical Quality], and between OGD [Office of Generic Drugs] and OPQ, many new players have come in and many new drug guidance [ph] resources (55:05), even this year in the beginning of this year, which was on devices. So there can be different opinions which can come at a point, and that's what led to this extensive CRL which we received. We took this opportunity – FDA took about four months to give us this meeting, but this was one good meeting to put everything on the table and come to a good spot and agree with the FDA that whatever we have provided them as per the product-specific guidance is good enough. We don't need any more data. We don't need any more clinical study or device-related studies. And that's what I meant from how sometimes reorganization of this transformation can impact some such, especially the complex and the first approvals. Having said that, we are in the process of consolidating this response, and this response will be out on its way to FDA within the next couple of days (56:04). And we continue to work with FDA for this high-priority product.
Operator:
And our next question comes from Marc Goodman from UBS. Your line is open.
Marc Goodman - UBS Securities LLC:
Yes, on Copaxone, I just want to make sure I understand. You had two dates back in June. After you missed the first date, there was still commentary that you thought you would get approval by the end of June for that one, and that didn't come, the second one didn't come. So I just want to try to understand. Are there new times now that we're waiting for that you could point us to? Are the issues for both dosages the same? You just expanded on Advair a little bit. Maybe you could expand on Copaxone. And then secondly, can you talk about the ARV franchise? What was the growth rate in the quarter? What's the growth rate that you're going to see for the year? Just give us a sense of how big this franchise has been for you now. Thanks.
Rajiv Malik - Mylan NV:
Yeah, on Copaxone, you are right about the target action date. But first of all, let me say that issues or questions, both 20-milligram and 40-milligram are the same. There is no different issue between 20-milligram and 40-milligram. Second, why we didn't do – when I talked about the lack of predictability, yes, we have still a target action date, one target action date with us for mid- (57:20). And I didn't put it out there because we just need to get to a place with the FDA and have a better understanding rather than give you another date. And that's why, just through an abundance of caution, we have moved it and said okay, let's just move it and defer it to 2018. Now on generic Advair – sorry, on ARVs, our growth YTD is about single-mid-digit growth on ARV franchise, and we continue, especially this launch of – first approval and launch of TLE400 and now getting the first approval for TLD, that's where the whole market is shifting – gives us again – these are the two things, the product portfolio, leading product portfolio, the scale and ability to serve this market have – what has given us this leading position in this. And we continue to strengthen these three parameters.
Marc Goodman - UBS Securities LLC:
So growth for the year you're expecting to be in the single digits as well?
Rajiv Malik - Mylan NV:
Yes.
Operator:
And our next question comes from Andrew Finkelstein from SFG. Your line is open.
Andrew Finkelstein - Susquehanna Financial Group LLLP:
Hi, good morning and thanks for taking the question. I was hoping you could just clarify a little bit with the original guidance approach versus the new approach. You talked about the assumptions for the timing of the launches, but you made a comment about adjusting the expectations for them. So if you could confirm how and in what form those are factored into the $5.40 for next year and the role of capital deployment. And then, in terms of FDA and what you talked about, administrative issues, can you talk at all about the difference administratively from some of these subsequent approvals versus first approvals? And is the scheme for prioritization of ANDAs being implemented as intended in your view? Thanks.
Heather M. Bresch - Mylan NV:
All right, thank you, Andrew. Here's what I would say. As we defer those key launches to next year, we don't call out product by product. As you know, we've got just here in the US alone over 630 products, and we have had a historical approach of really risk- basing as we put products in and key products into our assumptions. I think that's why we called out we were taking a prudent step to put them into 2018. And we've also not just deferred everything as it all looks the same being deferred for a year. So as my commentary noted that not only were we deferring US key launches, we were taking into account their contribution. And so again, it's looking at this whole portfolio and risk-adjusting for that, but we've taken that same approach, and then like I said, prudent as we think about their contribution in 2018. As for the FDA and the prioritizing of ANDAs, look, is it where we would like it to be? No, if it was where we'd like it to be, we would be seeing I think approvals of important products that have no generic competition into the marketplace. But I'm hopeful that we continue, that FDA is focusing on their processes and prioritizing. We're certainly doing our part working with them, and I believe we will get there. It's just again sometimes when you're in this transformation, FDA themselves is in a transformation. And continuing that performance while you transform is sometimes difficult, but I'm truly hopeful that we get to where ANDAs are prioritized in the backlog and getting important first-to-market products to the market are at the top.
Operator:
And our next question comes from Gregg Gilbert from Deutsche Bank. Your line is open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Thanks, good morning. First, Ken, can you give us a sense for how much launch revenue you have in the 2017 outlook and confirm whether there is any BD or not in the 2018 outlook that you revised? And for Heather, I was hoping I could ask you a bigger picture question about the industry structure. Paul Lazzaro commented earlier that the FTC may have missed something in allowing three generic buyers to become as powerful as they are. Needless to say, manufacturers might need to find a distribution channel aside from those. I'm curious on your thoughts on those comments. Thanks.
Heather M. Bresch - Mylan NV:
Sure, Ken?
Kenneth Scott Parks - Mylan NV:
So, Gregg, on the new product launch revenues, when we were with you at Investor Day, we outlined that we had about $850 million of new product launch revenues globally in our roadmap and initial guidance for 2017. Clearly, with the revision that we just made reducing key product launches, including generic Copaxone and generic Advair, that number comes down relatively significantly. We haven't sized it specifically, but you know that those are relatively large pieces of the launch revenue. As far as 2018, we will continue to utilize capital to continue to invest in the business. Clearly, we are immediately and primarily focused on continuing to deleverage and bring our leverage ratio down. So we will maintain our discipline with that, continue to focus on our investment-grade credit rating and maintaining that. But with that said, with generating good solid consistent free cash flows, we'll have the ability to continue to look at things to roll into our portfolio of products.
Heather M. Bresch - Mylan NV:
And as far as the larger industry question, what I would say is that I do believe as you look at the landscape and the entire supply chain, from the manufacturer to the product getting into the patients' hands, one of the things that we continue to try to be vocal about and work with policymakers on is that, while nobody wants a more effective and efficient market with the FDA and the manufacturers getting approval out of the FDA than I do, I continue to caution that you can put as much competition in that generic marketplace as you want. But as you look to the right of the supply chain, the lack of competition, everything to the right of the manufacturer has continued to constrict. So not only are you down to just three buying groups, you're down to every single step along the way until it reaches the patients' hands has become a very constricted and less competitive marketplace. So I agree that I believe that as FTC and other looked at that landscape, there could be unintended consequences to letting that entire supply chain become very less competitive, meaning at the end of the day I think that this country's got to continue to find a solution for is ultimately the product getting in the patients' hands and doing it as competitively and market-driven as possible.
Operator:
Ladies and gentlemen, thank you for your participation in today's conference. This does conclude the program. You may now disconnect. Everyone have a great day.
Executives:
Melissa Trombetta - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan NV Kenneth Scott Parks - Mylan NV
Analysts:
Elliot Wilbur - Raymond James & Associates, Inc. Gary Nachman - BMO Capital Markets (United States) Jami Rubin - Goldman Sachs & Co. Gregg Gilbert - Deutsche Bank Securities, Inc. Douglas Tsao - Barclays Capital, Inc. Tim Chiang - BTIG LLC Umer Raffat - Evercore Group LLC David R. Risinger - Morgan Stanley & Co. LLC Marc Goodman - UBS Securities LLC Aaron Gal - Sanford C. Bernstein & Co. LLC Andrew Finkelstein - Susquehanna Financial Group LLLP Christopher Schott - JPMorgan Securities LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan's first quarter earnings call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I would like to introduce your host for today's conference, Melissa, Head of Global Investor Relations. Ma'am, you may begin.
Melissa Trombetta - Mylan NV:
Thank you, Terence. Good morning, everyone. Welcome to Mylan's first quarter 2017 earnings conference earnings. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; and Chief Financial Officer, Ken Parks. During today's call, we will be making forward-looking statements on a number of matters, including our financial outlook and 2017 guidance. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we submitted to the SEC on Form 8-K earlier this morning, which is also posted on our website for a fuller explanation of those risks and uncertainties and the limits applicable to forward-looking statements. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. We will refer to these measures as adjusted and present them in order to supplement your understanding and assessment of financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as reconciliations of the non-GAAP measures to those GAAP measures, are available in our first quarter earnings release, which I just mentioned and which can be found on our website at newsroom.mylan.com. Let me also remind you that the information discussed during this call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'd like to turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thanks, Melissa, and good morning, everyone. Thank you for joining today's call. Mylan's first quarter results marked the start of what we believe will be another great year of performance for our company. On the top line, we generated total revenues of more than $2.7 billion, a year-over-year increase of 24%; and on the bottom line, we delivered adjusted net earnings of $500 million, or $0.93 per adjusted diluted share, a year-over-year increase of 22%. Not only is this a strong performance as the quarter goes, it also once again demonstrates the resiliency of the global platform we've built and our ability to absorb both our industry's natural volatility as well as additional headwinds, related to particular product and/or markets. Over the past few years, our strategic acquisitions and ability to truly integrate Mylan had allowed us to transform ourselves into a highly differentiated and diversified organization, as evidenced by our geographical reach, our broad portfolio, our extensive pipeline, and our ability to expand the world's access to high quality products. This organization enables our unique go-to-market approach in-country, optimizing our brand, branded generic, generic and OTC products. In fact, it's precisely this unique profile and approach of how, to how we now run and drive our businesses that led us to change our reporting from product-focused segments to geography-focused segments. For these reasons, we remain confident in our ability to meet our full-year adjusted EPS guidance range of $5.15 to $5.55, which is not dependent on any one product. Our strong first quarter results are set against a backdrop of the global debate regarding healthcare and, to a degree, unprecedented here in the U.S. The current debate continues to focus both on how healthcare has delivered as well as its price, and we are encouraged by the recent multiple actions of players across multiple industries that help reduce the burden to patients. As a leading generics company, Mylan has a 55-year history of providing access and serving as part of the backbone of healthcare systems around the world that help supply affordable medicine, and we fully intend to keep doing our part to deliver better health for a better world. I'd like to take this opportunity on behalf of Mylan's board and our entire leadership team to thank all of our employees around the world for their outstanding teamwork and execution during the quarter and for their continued commitment to serving all of our stakeholders around the world. In addition, we continue to build our bench strength and I'd like to welcome Dan Gallagher, who joined Mylan last month as our Chief Legal Officer. His extensive experience in regulatory matters, financial markets and corporate legal affairs and governance makes him an excellent addition to our senior leadership team and further depth to our already strong legal organization. He will prove invaluable as we maximize our many opportunities. With that, I'll now turn the call over to Rajiv.
Rajiv Malik - Mylan NV:
Thank you, Heather, and good morning, everyone. Before I begin, I too would like to thank our employees around the world for their continued dedication and hard work as well as their unwavering focus on our mission and business objectives. It is this focus from each and every one of them that allowed us to again deliver strong performance around the world. Let's turn to the first quarter results where we have reported according to our new regional segments. I'll provide an overview of our top line performance and Ken will get into segment profitability. Overall, our total business delivered revenue of approximately $2.7 billion for the quarter, an increase of 24% compared to the prior year. This performance is once again driven by the strength, diversity and the resilience of the assets we have assembled and successfully integrated. The global pricing environment was again consistent with our expectations and previous guidance. Tony will provide an update on this topic shortly. In North America, our business grew approximately 5% to more than $1.2 billion. This increase was primarily due to net sales from the acquisitions of Meda and the Renaissance Topicals Business. These increases were partially offset by the net impact of lower net sales from new products and existing products. As anticipated, sales of EpiPen Auto-Injector declined in the current quarter as a result of increased competition and the impact of lower priced authorized generic. Excluding the impact of EpiPen, our North American business would have been up approximately 20%. This year, EpiPen will represent less than 5% of global revenues and less than 10% of sales in North America. In Europe, sales totaled about $900 million, a year-over-year increase of 53%. The increase was primarily the result of net sales from acquisition of Meda. We continue to grow our leadership position in key European markets, such as Italy, where we recently became the generics market leader, and France. We also continued to experience sustained growth in our key products across the region. In Rest of the World, sales totaled about $580 million, a year-over-year increase of 34%. This increase was primarily driven by acquisition of Meda. In addition, net sales from existing products increased, as high volumes offset lower pricing throughout the segment. We were especially pleased to see a return to strong growth in our ARV franchise, with double digits year-over-year growth. We look forward to continued opportunities for growth in ARV with the launch of our TLE400 product in the developing world. We continue to make good progress in the integration of Mylan and are on track to realizing our synergy targets, as evidenced by the decrease in our SG&A spend on a percentage basis year over year. We also continue to leverage revenue synergy opportunities by operating as One Mylan. With now three quarters under our belt, these acquisitions are exceeding our expectations, and we are well-positioned to leverage these assets and see continued benefits from these assets. With regards to our operating platform, Mylan has always had a deep and unwavering commitment to quality everywhere we operate. FDA standards for our industry continue to evolve, and this continues to raise the bar for every player in our industry, which is something we very much welcome. For Mylan's part, we are dedicated to continually enhancing our systems and processes with a deliberate and thorough approach to ensure sustainable quality across our entire network of facilities, working closely with FDA to resolve any issues that come our way. As you are aware, we recently received a warning letter at our Nashik site in India. We are working closely with the FDA to respond to and address the issues raised in the letter as comprehensively and expeditiously as possible. Production from Nashik site continues uninterrupted, and we anticipate no material impact to Mylan's overall business as a result of this warning letter. At the same time, we have successfully completed remediation efforts at the three sites acquired from Agila that were under FDA warning letters. The warning letters have been lifted at both SFF [Specialty Formulation Facility] and SPD [Sterile Product Division] sites and we are pleased with our progress at OTL [Onco Therapies Limited] site, which also was very recently inspected by FDA. I note that during the quarter, we had 15 inspections by various global regulators across our 50 facilities. In fact, the Nashik site is in good standing with other global regulatory entities, including WHO and MHRA, which inspected the site following FDA and issued a GMP compliance certificate. Turning now to some of our key pipeline programs, with regards to our biosimilar portfolio, we continue to make good progress on our applications and are working closely with the various health authorities on the reviews and with regard to the GCP and GMP inspection of our facilities. We remain on track with all key programs, including insulin glargine. As a reminder, during the quarter we announced that we agreed to the terms of a global settlement with Genentech and Roche in relation to patents from Herceptin, which provides Mylan with global licenses for our trastuzumab product, excluding Brazil, Japan, and Mexico. This global license will provide a clear pathway for Mylan to commercialize its product in various markets around the world commencing on the license effective dates. As of this quarter, we now have approval for our trastuzumab biosimilar in 15 developing markets. On the respiratory front, we received a Complete Response Letter from FDA regarding our ANDA for generic Advair Diskus. We have carefully assessed the CRL, which represents a full review of the ANDA from all FDA disciplines. Although it's designated as a major CRL, we have a difference of opinion with the agency on certain items raised in the CRL. We believe that the resolution of some of these points, based on our previously agreed-upon protocols with FDA, can potentially change this major designation of the CRL. In any event, the agency has again explicitly confirmed that they consider this application a high priority. For these reasons, it's important for us to have this interaction with the FDA before we can comment further upon the potential impact of the CRL. Regardless of the timing, we remain confident that there will be a significant market opportunity for a substitutable generic to Advair and that demand for this product will be strong. I would also like to note that we are ready from both a manufacturing and commercial perspective to launch upon approval. It's important to note that our Dublin manufacturing facility was inspected by FDA in June of 2016, and we have been informed that this facility is in good standing. Turning to Copaxone, we have a target action date for both the 20-milligram and 40-milligram for next month. We see no reason that these dates cannot be met. We believe that all scientific questions have been resolved to FDA satisfaction and we also believe that there are no facility GMP issues that should be a barrier to approval of this ANDA. Generally speaking, we believe that the process for approving complex generics continues to be an area that requires greater focus and clarity. And we believe that FDA is committed to enhancing its capabilities and approach in this area. We are encouraged by the comments by the new FDA Commissioner that this process will be a priority for him, as he assumed his new office. We remain very committed to investing in complex products through our robust R&D efforts. Mylan is distinguished from many of our competitors as a result of our willingness to make the substantial investments required over the long term to continue to bring these needed products to the patients. Although you will continue to see some variability in our quarterly R&D spending due to the timing of program spend, there is no change to our overall commitment to investment in R&D. With that, I'll turn the call over to Tony for some additional perspective on commercial landscape. Thank you.
Anthony Mauro - Mylan NV:
Thank you, Rajiv, and good morning, everyone. As Rajiv noted, we have continued to see growth across all of our regions, with very strong double-digit growth in Europe and Rest of World and solid performance in North America. We also continue to see growth from our global key brands around the world. As in previous recent quarters, the pricing environment remains a topic of much discussion throughout our industry. We are pleased that as a result of our diversity from a product, channel and geographic perspective, our expectations for the global pricing environment are unchanged, and we are still predicting mid-single-digit price erosion globally for the year. This quarter, we actually saw price erosion in the low single digits on a global basis. While price erosion in our U.S. generics business was in the mid-single digits. Looking ahead in the U.S., we have several meaningful first-to-market products that launched in 2016 that have come off their exclusivity periods, which will cause fluctuations and skew year-over-year comparisons in the coming quarters. This being said, excluding these products from our future outlook, we expect that our U.S. base business will continue to maintain annualized erosion in the mid single-digits. Let me reiterate again that we continue to believe we will see mid single-digit price erosion for our global business for the remainder of the year, including all products. With respect to EpiPen, the authorized generic continues to gain traction and now represents almost 40% of the epinephrine auto-injector market. Additionally, we have seen market growth pick up to more than 10% year over year for the category. The AG also continues to have the lowest wholesale acquisition cost of any Epinephrine Auto-Injector on the market. That said, competitive activity in the space continues to be robust and our overall shares declined from last year. You are aware of the worldwide recall of 20-plus lots of EpiPen by the manufacturer Pfizer's Meridian Medical Technologies. We quickly implemented a voucher program for patients to replace any impacted products and have successfully been executing on this program. We in partnership with our customers continue to communicate to impacted patients and replace their product as efficiently as possible while ensuring these patients have no additional out-of-pocket costs. We also note that Meridian Medical Technologies is contractually responsible for the recall costs. We continue to be very pleased with the contribution from the assets we have acquired, which have even further strengthened our broad portfolio offering for our customers. For example, during the first quarter, we completed our acquisition of Cold-EEZE, as we continue to expand our OTC business. Cold-EEZE is now Mylan's largest U.S. consumer healthcare brand and we look forward to serving this loyal customer base and supporting this well-known brand. With that, I will turn the call over to Ken.
Kenneth Scott Parks - Mylan NV:
Thanks, Tony, and good morning, everyone. Let me add a little more detail on our financial results. First quarter revenues grew to $2.7 billion, and that's an increase of 24% over the first quarter of last year. This increase included growth in third-party net sales of 5% in our North America segment, 53% in our Europe segment, and 34% in our Rest of World segment. The key drivers to these increases were net sales from the acquisitions of Meda and the Renaissance Topicals Business, which totaled approximately $607 million in the quarter. These increases were partially offset by an $86 million net decrease in the combination of sales driven by the impact of new product launches and lower volume and pricing on existing products. For the quarter, we continued to experience global generic price deflation in the low single-digits. As Rajiv mentioned, net sales from our North America segment reached $1.2 billion and grew by 5%, up approximately 20% excluding EpiPen Auto-Injector. Net sales from acquisitions contributed approximately $182 million of the sales growth, and partially offsetting this increase was a net decrease in sales from the combination of new product launches and lower volume and pricing on existing products. In addition, segment profitability increased 3%. Net sales in our Europe segment increased by approximately $308 million or 53%. The acquisition of Meda contributed approximately $338 million of the sales growth and this increase was partially offset by a net decrease in sales from the combination of new product launches and lower volume and pricing on existing products as well as the unfavorable impact of foreign currency translation of approximately 4%. Segment profitability in Europe increased approximately 88% year over year. Net sales from our Rest of World segment increased by approximately $146 million or 34%. This increase was driven largely by the acquisition of Meda, which totaled approximately $87 million. In addition, higher volumes from existing products, primarily in our antiretroviral franchise, plus an increase in new products more than offset ongoing pricing headwinds. Net sales in this segment were favorably impacted by approximately 3% due to the impact of foreign currency translation. Segment profitability in Rest of World increased approximately 159% in the quarter. Adjusted gross margin for the first quarter of 2017 were 53%. That's down less than 60 basis points from the prior year, primarily due to the impact from the launch of the EpiPen Auto-Injector authorized generic, as well as additional competition and partially offset by the contributions from prior-year acquisitions. Moving on to our operating expenses, on an adjusted basis, R&D declined to $151 million, equating to approximately 6% of revenues, which was in line with our expectations. SG&A expense, also on an adjusted basis, increased to $592 million, primarily as a result of selling and marketing costs from the acquired businesses. However, SG&A expense as a percentage of revenues declined by 1.3 percentage points to approximately 22% of sales, as increased revenues from the acquired businesses and benefits to Mylan integration were realized in the quarter. Our adjusted tax rate was 17.5% for the first quarter of 2017, which was also in line with our expectations. Adjusted net earnings increased by $114 million to $500 million in the quarter and adjusted diluted EPS was $0.93 compared to $0.76 in the prior-year quarter. Turning to cash flow and liquidity, adjusted cash provided by operating activities was strong at $536 million for the first three months of the year compared to $202 million for the prior year. The increase in the current quarter was mostly driven by favorable timing of working capital, including receivables, due to the December launch of EpiPen authorized generic. We have no amounts outstanding on our accounts receivable securitization or revolving credit facility. At the end of Q1 2017, our debt-to-adjusted-EBITDA leverage ratio declined to approximately 3.7 times as compared to 3.8 times at the end of 2016. On a net debt-to-adjusted-EBITDA basis, we were at 3.5 times at the end of the first quarter. We are fully committed to our investment-grade rating and to reducing our debt, as evidenced by our voluntary prepayment of $550 million on our 2016 term loans during the first quarter. We have no significant near-term debt maturities and we remain committed to moving towards our long-term average target leverage ratio of approximately 3 times EBITDA. We have the financial flexibility to achieve this goal while still deploying capital for strategic acquisitions. As you can see, we started off the year strong and we're very pleased with our operational and financial results for the first three months of the year. We remain committed to our previously communicated full year 2017 adjusted EPS guidance range of $5.15 to $5.55, which keeps us on track to realizing our $6 adjusted EPS goal in 2018. In terms of phasing, we continue to see the relative percentage contribution from the first half of 2017 to be consistent with the percentage contribution of the first half of 2016. With that, we'll now open the call for questions.
Operator:
Thank you. And our first question comes from Elliot Wilbur from Raymond James. Your line is open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks, good morning. First question for Heather, Rajiv, Tony. I guess specifically with respect to the evolving consortium dynamics and particularly the McKesson-Walmart collaboration, a lot of small to mid-sized manufacturers have pointed to this dynamic as having a significant negative impact on their business or at least creating a potential to having a significant negative impact on their business. I'm just wondering what Mylan's position is on the evolution of that particular consortium, whether or not you're actually seeing a current impact or this is something that you think is going to play out over the next couple of quarters, and then just maybe conceptually how much risk that creates around your mid-single-digit pricing erosion assumption.
Heather M. Bresch - Mylan NV:
Okay, Elliot. Thanks. I'll start off and then Rajiv or Tony can chime in. Elliot, I think this is no different than the consolidation we've seen over the last several years. When you look at our customer base, the consolidation, especially from a global perspective, what we've said then and remains true today is that consolidation is really a benefit to a company like ours at Mylan, given our portfolio, our breadth. and our geographical reach, our ability to not only supply the level of demand that is needed but to be able to do so on a global basis. And I think what we've seen as a continued strength as these customers have consolidated our ability to really leverage our entire portfolio as well as our pipeline. We've got some important products coming. And what I would say is I can appreciate some of the players that are in one country or geographically landlocked or from a product perspective not being able to meet some of the supply and demand needed on a global basis. So I think this further underscores Mylan's differentiated and diversified platform and is allowing us to meet and exceed quite honestly what we have done in the past with some of these players as they're looking at a different business model.
Anthony Mauro - Mylan NV:
Thanks, Heather. And, Elliot, yes, historically we've seen consolidation and the consolidation of businesses and aggregating these models together have some effect on erosion. What we continue to see, though, is that we have this differentiated platform with a diverse portfolio of products, best-in-class service levels, and the inclusion of new products into this mix in terms of always adding to what we've had. So we're excited to service McKesson, Walmart, and all our customers, and we want to mean more to them in the future. So I think that scale along with our geographic overlap plays a very important role into our success in that business.
Rajiv Malik - Mylan NV:
And I would just add that we have taken into consideration this alliance into our projections.
Heather M. Bresch - Mylan NV:
And that reminded me and, Elliot, I don't think we can underscore this enough, we mentioned this at Investor Day, but the continuity of our management team. We've been together over a decade working with these customers and bringing that leadership. And I think as we look at all that's happening externally and the environment around us, that's continued to play a critical role in our ability to leverage our business. Thank you.
Operator:
And our next question comes from Gary Nachman from BMO Capital Markets. Your line is open.
Gary Nachman - BMO Capital Markets (United States):
Hi, good morning. On generic Advair, can you give some more color at a high level on what the key differences are between you and FDA? What areas are they focused on? And then it sounds like timing is a bit up in the air. When do you think you will be able to meet with them? And on Copaxone, just describe your readiness to launch that product, both the 20-milligram and the 40-milligram, if you actually get the approval at the action date next month.
Rajiv Malik - Mylan NV:
So let me take the easy one first, which is Copaxone, and just talk about our readiness. Yes, you will expect us to be in a state of readiness from the manufacturing point of view – from commercial manufacturing point of view in anticipation of the target action dates. Regarding generic Advair, so let me reiterate that this submission was done in complete accordance to the product-specific guidance and pre-agreed protocols. And we have not been asked to do any additional clinical endpoints or device-related studies at this juncture. What we have been asked is now that some of the studies, especially the device-related studies, we have now been asked to analyze and report our findings of our study against the newly issued industry draft guidance for conduct of human practice studies – draft guidance. So that's what we want to go back and discuss with FDA, and we can get this meeting any day. We have been waiting for this meeting and it can happen any moment or any day. And we can only comment upon the potential impact of the CRL once we have these discussions behind us. So that's what we are waiting for before we comment upon any impact on timing.
Operator:
And our next question comes from Jami Rubin from Goldman Sachs. Your line is open.
Jami Rubin - Goldman Sachs & Co.:
Thank you. Ken, maybe for you, and I just want to say I do appreciate the increased transparency. We always want more, though. And based on our math, it seems that most of the miss in North America was EpiPen. And if you could, just confirm that that was the case. Based on triangulating your numbers, it seems that EpiPen came in at around $123 million, which was well below what we were thinking. And I'm just wondering if that's related to the recall. Is that the new level of sales that we should expect? Will that continue to erode? Help us to think about that. And secondly in terms of your revenue guide, which I don't know that I heard you reiterate – if you do want to, this is a good opportunity. If not, that says something too. But to hit the low end of your revenue guide would seem to require about $350 million in the new product sales. I think you had talked about $850 million in new product sales at your Analyst Day. So obviously, some things work; some things don't work. But if you could comment on that math, I would appreciate it. Thanks.
Heather M. Bresch - Mylan NV:
All right. Jami, I first have to jump in and just say thank you for the acknowledgment on transparency. As we said, many of us have had many discussions. And we told you, I personally said that, look, I want to continue to try to give the right visibility into this business. That's what we're here to do. We've got a lot of moving pieces and parts. We're trying to be reflective of how we're running and driving this business, which is completely leveraging all of these channels from generic brands and branded generics and OTCs and how we're leveraging those in country. So I really appreciate your recognition of that, and we're going to continue to do so. And the one thing I'll just say on EpiPen and then I'll let Ken get into some of the financials is that, as we said on Investor Day, Jami, we anticipated a big change in EpiPen, and we knew that it would continue to be a mix between the AG and the brand and we continue to see that conversion. But the reality is people had a very strong loyalty to the brand EpiPen and it's continued to be an education to let them know that it's the same product. But what I will say about EpiPen, it's what we expected, and obviously that continues to be into the guidance that we reiterated this morning.
Kenneth Scott Parks - Mylan NV:
I'll also say thank you for the comment because we are truly the way we put the release together and including providing you a number for North America excluding EpiPen, we'll still allow you to have that visibility into what's going on with the EpiPen product. With that number, you've done the math, you can model it, you're right in the ballpark. As far as projecting out the year, we don't give any quarterly kind of run rate on EpiPen. But as Heather said, what happened in the quarter was very consistent with what we expected. The recall did occur. We've disclosed both in the Q and in our commentary that the costs of the recall are recoverable. That has driven a little bit of change in trend and some of the sales number, but nothing of significance. But to reiterate, we said at Investor Day that year-over-year EpiPen profitability at the operating profit level will be down $400 million year over year, a huge number. $500 million at the gross profit level, offset by some reduction in spending in sales and marketing. And that's exactly where we're moving through right now. So, you've done the math, you're right in the right ballpark, and everything is exactly how we expected it. As far as new products, we said we'd have $850 million of contribution this year year-over-year for new products. And at this point in time, we're working towards that roadmap. It's a long list of products. And whether it would be at the low end, the mid, we're generating those new product launches in order to drive to $850 million.
Operator:
And our next question comes from Gregg Gilbert from Deutsche Bank. Your line is open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Thanks, team. In the interest of transparency, have you thought about giving an EPS target for next year that does not include the help of capital deployments? And then for Rajiv, two quick ones, one on Advair. Your comments seem to suggest you're not confident that your data would fit with the draft guidance. Maybe I misread that. But could you state how you feel about the draft guidance as a potential stumbling block? And on biosimilar Lantus or glargine, can you talk about the legal and regulatory steps between now and launch? I believe there's a stay at a minimum. Thanks.
Heather M. Bresch - Mylan NV:
All right, Gregg. Thanks. I'll start and then I'll let Rajiv take on the products. I guess Gregg, what I would say, I am not sure how somebody gives guidance without talking about capital deployment, whether that's in business development opportunities. I think we were very clear and transparent on Investor Day of what we said of our assumptions leading to that $6 target that we continue to walk through over the last five years. And that deployment of cash while maintaining our balance sheet being able to bolt-on important product acquisitions, as we've done already this year and we'll continue to do so. So, look, we continue to be executing towards the roadmap that we laid out in March and we'll continue to update as appropriately. But what we laid out on Investor Day is what we're executing against.
Rajiv Malik - Mylan NV:
Yeah, Gregg, on Advair, I mean, there is nothing in my voice you should hear that we don't feel comfortable about interpreting our data to the new guidance, but we have a difference of opinion at a policy level that agency is applying a draft guidance as against a pre-approved or pre-agreed protocol. So that's what we're trying to discuss and negotiate with them because it all adds to the timing and the classification of the CRL. Second, on Lantus, we are very much on track and you should expect to hear from us anytime now about our regulatory filing in USA.
Operator:
And our next question comes from Douglas Tsao from Barclays. Your line is open.
Douglas Tsao - Barclays Capital, Inc.:
Hi. Thanks for taking the question. So just, Rajiv, not to sort of beat a dead horse, but just following up on Advair again. Maybe if you could just walk through what the sort of the next steps are for you providing some – or providing the Street some clarity in terms of the roadmap forward and resolving the sort of difference of opinion? And would you pursue or think about pursuing sort of like dispute resolution within the agency?
Rajiv Malik - Mylan NV:
It's too early for us. We have sought a meeting and we have been told that FDA is working on to grant us a meeting, or very soon we'll hear from them. And I don't want to comment anything beyond that. We should be able to be in a good position to talk about it once we have this meeting behind us.
Douglas Tsao - Barclays Capital, Inc.:
Okay. And then just in terms of the warning letter at the Nashik plant, I believe that was primarily antiretrovirals. Just curious if it was limited to that. And has the warning letter had any impact on potential approvals converting to final that you might have had tentatives on? Thank you.
Rajiv Malik - Mylan NV:
Nashik is not limited to antiretrovirals. Nashik is a global site and does produce some U.S. products and some of the U.S. launches will be potentially impacted by that. But as I confirmed, they are not material to our overall Mylan's business.
Operator:
And our next question comes from Tim Chiang from BTIG. Your line is open.
Tim Chiang - BTIG LLC:
Hi, Rajiv. Just one last follow-up question on Advair. In assuming that you go down the pathway with the FDA and you still have this disagreement on the draft guidance, would you guys consider still trying to launch your product, but launch it without an AB rating, just go as a 505(b)(2) or launch it as a branded generic?
Rajiv Malik - Mylan NV:
No. There's no discussion in this complete response letter or a point being made about this being not 505(j) or being about 505(b)(2). And we don't see because it is exactly – the product is exactly as per the guidance issue by the FDA. It has been accepted as 505(j). So I don't want to even think and comment about that because it's not real. So I don't want to speculate on that.
Operator:
And our next question comes from Umer Raffat from Evercore ISI. Your line is open.
Umer Raffat - Evercore Group LLC:
Hi. Thanks so much for taking my questions. Heather, I have a few, if I may. Heather, you mentioned acquisitions are exceeding expectations and I wanted to clarify, was that a comment directed at Meda, Renaissance or also at the Abbott EPD. Ken, perhaps, a quick clarification on your end. I know you're reiterating EPS guidance. Are you also reiterating revenue guidance? Just wanted to confirm that. And then, Rajiv, we noticed Vytorin and Seroquel XR approvals for some of your competitors, but haven't seen that press release from you guys yet. So I just wanted to understand what the cause for the delay was or is there anything at any specific facility we should be aware of? And I just wanted to stop there.
Heather M. Bresch - Mylan NV:
Okay, all right. Hi, Umer. I would say we exceeded on all fronts. When we acquired the Abbott EPD business, they were showing kind of a trajectory of a flat to declining business and we said, it's not about what the business is doing on a standalone, but what we believe we can do with that business. And I think we were able to show last year that we turned that to a flat to increasing in business. And then as we look at bringing on Meda and Renaissance, we continue to see our ability to leverage now the infrastructure around these countries that are allowing us to maximize the products that each of these acquisitions brought us, the Mylan legacy, the Abbott, as well as now with Meda. And so we continue to see our ability to get more out of that asset than they were doing on a standalone basis in conjunction with our existing businesses. So, yeah, we couldn't be more pleased and I think we will continue to bear fruit, the results in our really integrating Mylan and leveraging this platform will continue to show in our results.
Kenneth Scott Parks - Mylan NV:
And, Umer, thank you for the question. I actually should have answered it because it was in Jami's queue of questions a little bit earlier. Yes, the componentry of the revenue guidance we're reaffirming as well.
Rajiv Malik - Mylan NV:
And, Umer, Vytorin launch has been impacted by the Nashik warning letter.
Operator:
And our next question comes from David Risinger from Morgan Stanley. Your line is open.
David R. Risinger - Morgan Stanley & Co. LLC:
Thanks very much. Hi, Heather and team. I have three questions, please. The first is, with respect to the U.S. price decline commentary, could you just educate us on how you calculate that? I know that Teva I think at one point was excluding price declines associated with competition after first-to-file products face competition, for example. And also I've heard that some generic companies exclude it when they have to discontinue a product due to price decline, they exclude that from their price calculation. So, if you could just educate us on how you calculate U.S. price declines, that would be helpful. Second, with respect to Biocon, could you please review the economics, how Mylan books revenue and profits associated with Biocon products? And I'm guessing that may differ by geography. And then, finally, you disclosed global Meda and Renaissance revenue of $606 million. Now last year, we had run rates, and I thought these were provided by the company, or I'm not sure where we got these from, but we had a total revenue run rate of about $650 million from the two. That was $555 million from Meda and $95 million from Renaissance. So just wanted to see if indeed those numbers are accurate and the business has decreased maybe due to divestitures. Any more color on that would be helpful. Thank you.
Heather M. Bresch - Mylan NV:
Okay, David. I'll maybe take some at a high level and then others can chime in. I'll start with the acquisitions. Look, as we've done for this quarter and we will do this year is break out acquisitions and that contribution. I think I'm not sure where your numbers are – if those are old numbers, but what I will tell you, again, it's what we're doing with the asset in combination. So while we're breaking out for one year post-acquisitions to give that visibility on our legacy business to try to start now dissecting between the acquisitions, I don't think would be useful because it's really what we're being able to drive out of this asset in totality that is driving the results that you're seeing. As far as Biocon, I don't believe we've given the contractual relationship. What I can tell you, obviously, we have a very important partnership with Biocon and continue to be very happy with the performance both in the products that are already approved in marketing and those that are in the pipeline. So that continues to be a very important partnership. And as far as price decline, I think, Tony laid it out. I don't know if there is any other visibility. But I think that's why we try to give the dynamics around the fact that – where you have a first-to-market opportunity and you're the only player in the market and then there's five or six players in the market overnight, that certainly can drive a little bit of anomaly and volatility as you look at a year or comparisons year over year, which is the point we were trying to make. However, all products in and looking at everything across our globe, we're still saying our generic price erosion is in mid-single digits without excluding anything.
Kenneth Scott Parks - Mylan NV:
Heather, I think you said it very well. David, our U.S. price erosion methodology really is about like-to-like from a year-over-year perspective. And the one thing we were noting, yes, we feel very strongly about mid-single digits globally. And in the U.S. in 2016, we had several meaningful first-to-market launches that certainly don't have the same valuation in the corresponding period for 2017. So we wanted to note what that base business corrosion would be without those in it.
Operator:
And our next question comes from Marc Goodman from UBS. Your line is open.
Marc Goodman - UBS Securities LLC:
Yes, good morning. I was wondering if you could talk about Europe a little bit and just describe the trends that you're seeing there. Have there been any major changes in any of the key markets that you're in. And maybe you can also talk about changes from a government perspective, pricing perspective, any major stuff. And then if you could, just talk about your performance in some of your key markets. Thank you.
Heather M. Bresch - Mylan NV:
So I'll just start. I would say that, Marc, this is one of the areas where I think you really see the strategic acquisitions really paying dividends. When you look at the Mylan legacy business now with Abbott and Meda and those assets both from a geographical portfolio perspective that we've been able to pull together, and as I mentioned in my commentary, really gives us the unique go-to-market in these country strategies. You have seen us continue to bolster our number one position in France, and I would say Italy is closing in on and we currently are number one in Italy. So you've seen us really strengthen the strong positions we've had. And in addition to that, some of these up and coming markets that Meda brought us to really bring critical mass where we see nothing but opportunity from places like UK and some of these areas where now we have a very robust product portfolio and a really strong sales infrastructure to maximize. So I don't know, Tony and Rajiv, any other countries, but I just couldn't be more pleased myself with what these assets coming together and what our team has been able to yield.
Rajiv Malik - Mylan NV:
And I think that one of the questions was do we see any more government instituted price cuts and all that. No, Marc, we don't see at this time what we saw a few years back. And this Meda acquisition and Abbott acquisition has so well positioned us to leverage anything we drop in and add on to that platform now.
Anthony Mauro - Mylan NV:
And maybe just to close, we do feel very good about the growth we've seen in our leadership markets in France and Italy as well, as some of the up and coming, like Heather said, UK, Germany, Poland, and Nordics, all of them did well.
Heather M. Bresch - Mylan NV:
Thank you.
Operator:
And our next question comes from Ronny Gal from Bernstein. Your line is open.
Aaron Gal - Sanford C. Bernstein & Co. LLC:
Good morning and thank you for taking my question. I've got three. First one staying around with the same of Europe, can you just describe the natural seasonality of revenue and operating profit from that region? There clearly is some significant one with lower contribution in the first quarter. Just help us figure out what the gross margin will be throughout the year. Second, we've noticed a decline if you look at IMS in just your total generic volume. I guess both sequentially and year over year about 5%. Can you talk a little bit about when you decide it's about time to stop selling particular products? Is it something we should expect a strategic direction the company is taking to walk away from unprofitable business? And then last, obviously one of the things we're trying to do always is cross over between the previous quarter and this quarter. Can you help us understand a little bit the contribution decline from the fourth quarter of 2016 to the one quarter of 2017 of the new product launch in the fourth quarter, just so we have an ability to separate the baseline from differentiated products?
Heather M. Bresch - Mylan NV:
Okay. So, Ronny, let me try. I'm not sure I quite understand your seasonality of the first question. You look at our global business today, over half of which is coming from outside of the United States, and the fact that we've got over 2,000 products on the market, there's not a real seasonality. With that being said, I think Ken at Investor Day laid out what we saw corresponding quarters and proportionality from 2016 to 2017 that would help for modeling purposes if you look at the percentage of the businesses. So again, I think what we couldn't be more excited about is the resiliency of this platform and the fact that the seasonality for any product or given market, we're able to now really absorb that and show this contribution continuing to grow in a meaningful way and not being so much subjected to seasonality.
Kenneth Scott Parks - Mylan NV:
And so if you think about that, because I know what you're trying to get to, which is as we move through the year, how do you look at gross margins. What we told you about the first quarter was gross margins were down 60 basis points year over year, and that is consistent with what we projected and gave you an outlook for, for the full year. So even though seasonality may move around a bit, and you've followed us long enough to know that the second half is a bigger half than the first half is, we don't see a significant amount of variation in that. We saw in the first quarter what we have an outlook for, for the year. Specifically, as far as new product introductions, new product launches this year we indicated would be heavier obviously in the second half. Last year, I would say if you're looking at fourth quarter to first quarter, not significantly different because they were lighter new product launch quarters.
Heather M. Bresch - Mylan NV:
And just on your point about unprofitable business, I would say, I try to state in my opening remarks, we've had a long history of being committed to a very broad portfolio. And as we've said, we have over – just even here in the United States over 630 products at an average selling base of $0.25. So there's a lot that goes into that mix. And we've continued to be committed to mean the most to our customers, and we'll continue to look at that. But I will tell you that meaning the most to our customers and having a robust portfolio is important. But that's not to say that we don't evaluate. And if something doesn't make sense at a certain period of time, certainly I think by the sheer number of what we've got in the market, it should suggest that we're very committed to continuing to offer a broad range of products.
Operator:
And our next question comes from Andrew Finkelstein from Susquehanna Financial Group. Your line is open.
Andrew Finkelstein - Susquehanna Financial Group LLLP:
Hi, good morning and thanks for taking the question. I was hoping you could talk a bit more about in terms of pricing how the relationship is evolving with the large customers. You talked about the importance of the differentiation of your scale. But does that mean a different conversation than some of the smaller players have? One of your competitors this morning talked about the consortiums coming around to understanding the need to support as partners, companies that are in generics for the long term. So does that play into your pricing expectations and also what tends to be a more back-half weighted U.S. generics revenue figure? And then secondly on business development. You talked about at the Investor Day having a number of potential opportunities this year. Can you comment at all just about how the environment is evolving and how you think about valuing assets and being able to forecast the prospects for these assets or companies in an environment of some uncertainty? Thanks.
Heather M. Bresch - Mylan NV:
Andrew, thank you. And thank you for your questions. I think what we've continued to say and what we continue to see is it absolutely is driving a different conversation. And as the external environment has been in, I'll call it, chaos and we've seen these cycles before over the last couple of decades that it really provides an opportunity for people to really do work about a company, their portfolio, their platform and that all generic companies aren't created equally, all branded companies aren't created equally, and all hybrid companies aren't created equally. And I think what we've continued to show is that the assets that we've pulled together on a global basis have allowed us to drive not only a different conversation but a reliable supply chain. Our commitment to generics over the past 55 years and certainly the investment we've made in important complex generics, like generic Advair and our biosimilars, was one of the largest pipelines in the industry. So not only do our customers see us as valuable to be able to have a global partnership, but certainly our pipeline drives much of that conversation and relationship and the importance that we are to each other. So I absolutely can't underscore enough that how the platform and our differentiation is absolutely allowing us to have very different conversations than if we were just in one country with a niche portfolio.
Rajiv Malik - Mylan NV:
And, Andrew, regarding business development, we are executing to the plan, which we shared with you on our Investor Day. We have a very exciting and active and rich pipeline, which we are trying to close certain deals and bring products home. So we see many tuck-in opportunities out there.
Operator:
And our next question comes from Chris Schott from JPMorgan. Your line is open.
Christopher Schott - JPMorgan Securities LLC:
Great, thanks very much. Just a couple of questions here. Just circling back to Advair, would you be able to make the low end of your 2017 EPS guidance range in the event that Advair was delayed out to 2018? I know you usually don't comment on specific products, but just given the focus on this one, I think that would be helpful. My second question also on Advair, if your dialogue with FDA is unsuccessful, can you just give us some rough timelines on how we should think about a generic Advair approval? Is mid 2018 a reasonable timeframe to think about it, if you are unsuccessful? And my final question was actually shifting gears to biosimilars and biosimilar Neulasta in the U.S., it seems like a large and very attractive market. Is that something that could be a contributor for you in 2018 or are there still IP hurdles we need to think about there, assuming you're approved later this year? Thanks so much.
Heather M. Bresch - Mylan NV:
All right. Thank you, Chris. And I'll start. This is – yes, our EPS guidance range that we've reiterated this morning and I put in my commentary is not dependent on approval of any one product, to your point. Approvals are important – are an important part of our business and we have a lot of moving pieces and parts in our guidance. So I wanted to certainly point out, it's not – that range is not reliant on any one approval. So I think that's the point of having the range and thus being able to come out and reiterate that we're committed to this guidance range.
Rajiv Malik - Mylan NV:
And, Chris, as I earlier mentioned, it will be prudent for us to wait for this dialogue before we comment on the potential impact on any timing our Advair launch. And with regarding your question on Neulasta, you can expect us to have this product end of – towards the end of 2018 or early 2019.
Operator:
And at this time, I'm showing no further questions.
Heather M. Bresch - Mylan NV:
All right.
Rajiv Malik - Mylan NV:
Thank you.
Heather M. Bresch - Mylan NV:
Thank you, everyone.
Operator:
Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect. Everyone, have a great day.
Executives:
Kris King - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan NV Kenneth Scott Parks - Mylan NV
Analysts:
Aaron Gal - Sanford C. Bernstein & Co. LLC Jami Rubin - Goldman Sachs & Co. Elliot Wilbur - Raymond James & Associates, Inc. Irina R. Koffler - Mizuho Securities USA, Inc. Chris Schott - JPMorgan Securities LLC Umer Raffat - Evercore Group LLC Gregg Gilbert - Deutsche Bank Securities, Inc. Randall S. Stanicky - RBC Capital Markets LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan Third Quarter Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. I would like to introduce your host for today's conference, Ms. Kris King. Ma'am, you may begin.
Kris King - Mylan NV:
Thank you, Brea. Good afternoon, everyone. Welcome to Mylan's conference call discussing our third quarter 2016 earnings. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Financial Officer, Ken Parks; and Chief Commercial Officer, Tony Mauro. During today's call, we will be making forward-looking statements regarding our financial outlook and 2016 guidance, EpiPen Auto-Injector, the integration of recent acquisitions, certain targets, such as $6.00 in adjusted EPS by 2018, and leverage ratio of approximately 3.0 times by the end of 2017, and other matters related to the company and its business, including regulatory matters, product development and acquisition. These forward-looking statements are subject to risks and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we filed with the SEC on Form 8-K earlier this afternoon for a fuller explanation of those risks and uncertainties as well as the limits applicable to these forward-looking statements. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP financial measures include adjusted net earnings, adjusted diluted earnings per share, adjusted total revenue, adjusted gross margin, adjusted cash provided by operating activities, constant currency third party net sales, constant currency total revenues, net-debt-to-adjusted-EBITDA leverage ratio, adjusted R&D expense, adjusted SG&A expense, and adjusted tax rate, and are presented in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures, as well as the reconciliations of the non-GAAP measures to those GAAP measures, are available in our third quarter earnings release, which is posted on our website at newsroom.mylan.com. Let me also remind you that the information discussed on the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'll turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thanks, Kris, and welcome, everyone, and thank you for joining us this afternoon. Before we get into the specifics of the quarter, I'd like to provide some perspective on the current state of affairs. As we've stated many times, Mylan's great strength lies in our highly diversified and differentiated platform and the tremendous operational and commercial scale we've built over the last decade. This foundation is what allows us to continue to successfully withstand headwinds whenever and wherever they occur. Currently, those headwinds are originating in the U.S., where the healthcare system is undergoing rapid and extraordinary change. As we see, for instance, greater attention being paid to the complexity of pharmaceutical pricing and a rapidly growing number of high deductible health plans, which are shifting significant out-of-pocket cost to consumers. We've been living this reality firsthand with EpiPen, and as I've said previously, I wish we had better anticipated the magnitude and acceleration of the rising out-of-pocket costs for a growing minority of patients who may have ended up paying full WAC or more when they went to the pharmacy counter. This is why we took the swift and unprecedented actions of increasing our savings card program from $100 to $300, doubling the eligibility for our patient assistance program and announcing that we will launch a generic at a WAC price of $300. We expect the launch to occur during the first half of December. I'm also pleased to note that we filed our application for a new formulation that will extend the product shelf life. We believe that these steps were the right ones to ensure immediate and a sustainable cost savings directly to patients in the healthcare system. I'd like to reemphasize that Mylan is much more than any one product and our reach goes far beyond any one market. Throughout these past several weeks, we've drove the discussion about how the U.S. healthcare system and the supply chain operates, and the challenges that lie within it. We have acknowledged that the current system, which we didn't create, but which we must compete in, was not built for consumerism. It cannot be fixed overnight, and it needs to be completely reinvented. It's precisely this opportunity to set new standards in healthcare and fulfill our mission of providing the world's 7 billion people access to high-quality medicine that led Mylan a decade ago to begin its transformation into the globally diversified organization we've become today. Put another way, we've built Mylan to ensure our sustainability for many years to come. We look forward to being an innovative, constructive and powerful change agent with respect to helping shape the industry's future. In the meantime, we're going to continue optimizing our platform for efficiency and leveraging it for growth. As a part of this process, we're now focused on what we call Mylan's Integration. Rather than merely folding our recent transactions, meaning EPD, Famy Care, Renaissance and Meda into Mylan's existing structure and processes, we're looking for even better ways to organize, optimize and operate our new and expanded company so as to maintain our long-standing track record of delivering strong performance. For example, for many years, we've been reporting financial performance in terms of two segments
Rajiv Malik - Mylan NV:
Thank you, Heather, and good afternoon, everyone. As Heather noted, despite the public attention paid to Mylan and our EpiPen franchise during the past several months, we remain focused on managing our global business, integrating our acquisitions and executing on the future drivers of our growth. While our sector continues to face challenges, we are very confident in the strength of our business, our future opportunities, our pipeline, and our ability to continue to create value for customers, patients, and healthcare systems globally, while also continuing to deliver for shareholders. The credit for this goes to our 40,000 employees around the world who continue to remain focused on our mission of providing the world's 7 billion people with accessible, high-quality medication. Thanks to each and every one of them for their commitment to our cause. Now, turning to the third quarter. Overall, our Generics business delivered third-party net sales of approximately $2.6 billion for the quarter, an increase of 17% compared to the prior year quarter. Meda contributed $324 million of these revenues, in-line with our expectations. In North America, our Generics business grew approximately 1% to just about $1.1 billion on a constant-currency basis. Growth came primarily from our acquisitions of both Meda and the Renaissance topicals business as well as new product introductions. Note that we have a challenging year-over-year comparison this quarter due to significant contribution from the new products in the last year's third quarter, especially Esomeprazole, Lidocaine and Bexarotene. We also experienced increased competition with new entrants on a number of other key products. The Generic pricing environment was again consistent with our expectations and previous guidance. Tony will elaborate on this topic shortly. In Europe, sales totaled $842 million, a year-over-year increase of approximately 39% on a constant-currency basis. This strong result was mainly due to contributions from Meda, as well as stable pricing of our portfolio, and sales of new products. In Rest of World, sales totaled $670 million, a year-over-year increase of 20% on a constant currency basis. This strong growth was due in part to the contributions of Meda business in new expansion markets. We also saw volumes increase across the region, specifically as our HIV tender volumes improved and returned towards our expected levels. Additionally, Japan, Australia and the rest of emerging markets showed favorable sales on existing products as well as benefits of the new product introductions. Our Specialty division delivered revenues of $419 million in the quarter, a year-over-year decrease of 4%. This decrease was primarily the result of the timing of wholesaler purchases of EpiPen, which resulted in lower volumes, as well as the actions taken during the quarter to improve access to EpiPen, such as the increase in our Coupon Program and Patient Assistance Program. We are making very good progress in what we are calling Integrating Mylan, as we bring together all of our recent acquisitions; Meda, Renaissance, the EPD business, and Famy Care with legacy Mylan. We continue to see significant opportunities to optimize our cost base as well as create value by integrating across our branded Generics and OTC platforms in all of our regions and operating as One Mylan. As we continue to learn more about these businesses, we had even greater clarity on the opportunities to create meaningful efficiencies and truly maximize our business for the future in a differentiated way. We will provide details about this enhanced potential during our Investor Day. That said, all of our work today provides us with greater confidence that we will not only achieve the operating synergy estimates provided upon the Meda closing but potentially exceed them. We also continue to see revenue synergy opportunities as we apply our One Mylan approach to our combined portfolio. With that said, let me turn to some of the significant progress we have made on our key pipeline programs. Turning first to our biosimilars portfolio, yesterday, along with our partner Biocon, we announced the FDA submission of our BLA for our proposed biosimilar trastuzumab through the 351(K) pathway. This is our first FDA biosimilar submission, and we believe it has the potential to be the first submission of a proposed biosimilar trastuzumab in the U.S. The submitted BLA includes a comprehensive package of analytical similarity, non-clinical and clinical data. The clinical data consists of two PK studies and a HERITAGE Phase 3 confirmatory efficacy and safety trial. The results of the HERITAGE trial were presented at this year's ASCO and ESMO Congress. Our applications for trastuzumab, pegfilgrastim, and glargine have already been accepted for review by European Medicines Agency. For pegfilgrastim, the results from our Phase 3 clinical efficacy and safety study as well as our PK and PD study that supported our EU application were also presented at ESMO. Our insulin glargine EMA filing announced last week included analytical, pre-clinical, and clinical data. Our pre-clinical package included our PK and PD studies, demonstrating bioequivalence of our insulin glargine compared to Lantus. Finally, the EU registration relies upon an efficacy and safety clinical trial in type 1 diabetes patients, which successfully demonstrate equivalence of our insulin glargine with Lantus. We are on track to file our applications for pegfilgrastim and glargine products with FDA. We continue to generate additional data and work with FDA to establish an interchangeable pathway for our insulin glargine program. 15% of world's pharmaceutical spend will be on diabetes medicines by 2020, and there's a significant unmet need around the world for more affordable versions of injectable insulin products. Turning to our partnership with Momenta. We announced last week that dosing has begun in our Phase 1 study to compare the pharmacokinetics, safety and immunogenicity of M834, a proposed biosimilar of ORENCIA. This is the first product in our portfolio of six biosimilars in development with Momenta to advance to clinical trial. We also recently signed a development and commercialization agreement with Mabion, a Polish biotechnology company for a license to rituximab in all European countries and non-European Balkan States. Through these various collaborations, we have access to a combined portfolio of 16 biosimilar and insulin analog generic products in development, which gives Mylan one of industry's the largest and most diverse portfolio. We remain committed to robust investments in this portfolio. It's also worth noting that we have also filed applications for trastuzumab, pegfilgrastim, and glargine in more than 30 other markets around the world combined. It's our broad portfolio of biosimilars, insulin, niche respiratory products as well as our strong HIV basket and Hep C products that will fuel the organic growth of our expansion market platform, which has been further enhanced by addition of Meda footprint in these countries. On the respiratory front, we announced with our partner, Theravance Biopharma, positive results from two replicate Phase 3 efficacy studies of revefenacin, an investigational LAMA and first once-daily, nebulized bronchodilator in development for the treatment of COPD. The data confirms that revefenacin has the potential to offer meaningful benefits to patients with moderate to very severe COPD and represents another exciting milestone in Mylan's robust global respiratory pipeline. Additionally, we look forward to the completion of an ongoing Phase 3 safety trial in 2017 with the goal of filing an NDA by the end of 2017. We believe Mylan's strong experience with nebulized products and experienced salesforce in the respiratory segment, which has been further enhanced through our Meda transaction, will help ensure this product's success when approved. Our generic Advair, we remain confident in our application, as we continue to be actively engaged with FDA and move towards our GDUFA goal date. We also had some good developments on generic Copaxone program this quarter. In September, we launched a generic version of – 20-milligram version of this product in Germany known as Clep (20:25). Multiple sclerosis medicines are among the top-class drivers in Germany and we believe that the generic version can help provide meaningful cost savings for the German healthcare system. In the USA, we are very encouraged that our ANDA for our Glatiramer Acetate 20-milligram product is moving forward. We very recently received some additional clarification and questions from agency, but based on the type of questions, we can say that we are in the final stretch, and we look forward to bringing additional competition to this marketplace. With regard to Copaxone 40-milligram, we're pleased that the U.S. Patent and Trademark Office ruled in favor of Mylan in our IPR proceeding, finding all claims of three challenged Copaxone 40-milligram patent to be unpatentable. We believe the board's decision is highly persuasive in detaining the basis for the invalidity of these patents. Last week, we also filed an IPR on a fourth patent covering Teva's 40-milligram Copaxone product. In USA, we were pleased to have received approval of our AB-rated generic version of Concerta, further demonstrating our ability to develop and manufacture such complex products. The details on the launch of this product are subject to a confidential settlement. With that, I'll turn the call over to Tony for some additional perspective on the commercial landscape. Thanks.
Anthony Mauro - Mylan NV:
Thank you, Rajiv. As Rajiv noted, we have continued to see growth across our global generic business, including in the U.S., where the pricing environment continues to be a topic of much focus. Throughout our history, we have seen many evolutions in our industry. However, our primary keys to success have remained constant
Kenneth Scott Parks - Mylan NV:
Thanks, Tony, and good afternoon, everyone. Turning to our financial results, third quarter revenues grew to $3.1 billion, that's an increase of 13% over the third quarter of last year, and as Rajiv already noted, our Generics segment grew 17%, while our Specialty segment declined 4%. The generics pricing environment was consistent with our expectations, declining at a mid-single-digit rate overall in the quarter. The year-over-year impact of currency translation on our third quarter revenues was insignificant. Adjusted gross margins for the third quarter of 2016 were 57%. That's down approximately 100 basis points due to significant contribution from new products in last year's third quarter. Moving on to our operating expenses on an adjusted basis, R&D investment expanded to $176 million as we continue to invest in our respiratory, insulin and biologics programs, yet it remained at approximately 6% of total revenues. SG&A expense, also on an adjusted basis, increased to $605 million or approximately 20% of total revenues. The increase is primarily due to the impact of acquisitions. Our adjusted tax rate was 16% for the quarter, which was in line with our expectations. Adjusted net earnings decreased by $7 million to $726 million compared to $734 million in the prior-year quarter, and adjusted diluted EPS was $1.38 compared to $1.43 in the prior-year quarter. As previously announced during the third quarter, we accrued $465 million for a settlement with the U.S. Department of Justice and other government agencies that was related to the classification of the EpiPen Auto-Injector for purposes of the Medicaid Drug Rebate program. Mylan continues to work with the government to finalize that settlement. In addition, during the quarter, we agreed with Strides to settle substantially all outstanding claims associated with our acquisition of Agila. As a result of the recent settlement, we'll have access to approximately $80 million of currently restricted cash in the fourth quarter of 2016 and we recorded approximately $90 million of expense in the third quarter of 2016. For the nine months ended September 30, total revenues grew to $7.8 billion, a year-over-year increase of 13%. Adjusted gross margins for the same period were 56%, up approximately 100 basis points from the prior year. Adjusted R&D expanded to approximately $533 million and remained at approximately 7% of total revenues, consistent with the prior year. Adjusted SG&A expense expanded to approximately $1.6 billion or approximately 22% of total revenues. Again, the increase in SG&A was mainly due to the impact of acquisitions. Resulting adjusted earnings for the nine months ended September 30 increased by $188 million to $1.7 billion and adjusted diluted EPS increased 7% to $3.31. Turning to our cash flow and liquidity, adjusted cash provided by operating activities was strong, $1.9 billion for the nine months ended September 30, compared to $1.6 billion for the prior-year period. The record performance in the current quarter was the result of continuing to tightly manage our business and effectively manage working capital. We have no amounts outstanding in our accounts receivable securitization and revolving credit facilities. At the end of Q3 2016, our net-debt-to-adjusted-EBITDA leverage ratio was approximately 3.8 times, which includes Meda debt. We are fully committed to our investment grade rating and reducing our debt and leverage during 2017 towards our target leverage ratio of approximately three times by the end of the year 2017. We have the financial flexibility to achieve this goal while still deploying capital strategically for bolt-on acquisitions. In addition, as we continue to optimize our capital structure and align it with our more balanced geographic profile, we remain committed to the Euro bond market. Subject to prevailing market conditions, the terms and specific timing are to be determined. We expect our diluted share count to be approximately 535 million shares for the fourth quarter, and that's including the full impact of recognizing the shares issued for the Meda transaction. We also expect our diluted share count for the full year to be approximately 520 million shares. We look forward to ending the year strong. We're in the process and feel confident with our ability to continue to integrate Meda into Mylan, leveraging our existing outstanding global operating platform. We remain fully committed to our revised 2016 guidance, as communicated in early October, and to achieving our $6 adjusted EPS target in 2018. With that, we'll now turn the call over for questions.
Operator:
Our first question comes from the line of Ronny Gal with Bernstein. Your line is now open.
Aaron Gal - Sanford C. Bernstein & Co. LLC:
Good afternoon. Thank you for taking the question. And I'm going to try to do one housekeeping and one content. On the housekeeping, the common question we keep getting this afternoon from investors, if you can give us some comparable number about your North America business, that is excluding the acquisition, what was the price and volume trend? And then the question I actually have is around glargine. I think you mentioned you filed in Europe. Can you let us know where you stand in terms of filing in the United States and confirm that you're both filing – both the vial and the pen in the United States given that the vial market is still quite substantial?
Rajiv Malik - Mylan NV:
Thanks, Ronny, for your question. Let me start with glargine. Yes, we are on track to file glargine for U.S. with the FDA and it will be in a very – over the next few months in a very short period of time. And yes, we remain on track to file both pen as well as vial. And your first question was about the pricing. We basically – we track our pricing across our global business, across our – including various markets, but even for – if I have to just take U.S., we believe – on a consolidated basis, we are still in the single-digits, in the mid-single-digits as far as the price erosion is concerned.
Kris King - Mylan NV:
Next caller, please?
Operator:
Once again, ladies and gentlemen, to ensure everyone has time to ask a question, please limit yourself to one question. Our next question comes from the line of Jami Rubin with Goldman Sachs. Your line is now open.
Jami Rubin - Goldman Sachs & Co.:
Thank you. Let me just try to ask the question this way. I think this is what Ronny was trying to get at. Ken, can you just provide us the contribution this quarter from Meda and Renaissance? And if I just kind of back into it based on what our numbers look like, and I want you to confirm this. It seems that the overall Generic business is about flat with last year. And I'm wondering if you could just kind of take a step back, you and Heather, and talk about what's happening in the marketplace? It does feel that pressure is building across your portfolio, along with many of your peers. And many of your peers, as you know, this week have described a worsening pricing environment driven by consolidation of buyers, potentially a change because of the Teva/Allergan deal. So I'm just wondering if you could talk about the state of your business. Am I right that the business is about flat? Describe what's really changed. And how do we think about this business on a go-forward basis? Thanks.
Kenneth Scott Parks - Mylan NV:
So, Jami, let me give you – thank you for the question. Let me give you – and it'll be kind of reiteration of points out of some of the prepared comments. We said that – Tony said that Generics pricing was down mid-single-digits overall, and he said the U.S. was relatively consistent with that. So that should give you kind of an indication of pricing. Meda contribution, we're not going to break out by region, but we did indicate that Meda for the quarter contributed about $330 million of revenue. But that's across the world. The third comment I would say is, is that, when we talked about North America, we said the third variable that you're looking for to kind of triangulate is excluding the impact of acquisitions, the business was – the volumes were relatively – the revenue was relatively flat.
Heather M. Bresch - Mylan NV:
And Jami, just – I'll kind of high-level and then let Tony or Rajiv fill in. Look, I hope and tried to convey in my opening remarks our – not only excitement and the opportunity that we see ahead, given both our organic pipeline and the assets that we continue to complement now given the commercial and operational scale we have, and we believe really this diversification around geographies, around products and channel. So our ability to really maximize and optimize how we go to market in every country, I think we've never had a better opportunity to do so. And when I think of the U.S. space, and I, again, look at our portfolio and our mix, it's why I think we are able to talk about mid-single-digit erosion, and that has been what we have seen over the recent quarters and years. And I think it's that mix and the breadth of our portfolio, over 630 products here in the United States alone, over 2,000 globally. But it's that mix, that portfolio, and our capacity and capability of supplying the demands that's needed out there is what's allowed us to continue to compete in a market that I would say has always been competitive. And lastly, I would just say that, again, I think as you look at the transactions and the acquisitions that we've done, we've said it's about what we can do with those assets. And I think we have continued to execute, and as we said in our remarks, these next couple of years really give us the opportunity to leverage the economies of scale. And so, I think the future is bright both here in the U.S. as well as around the globe.
Anthony Mauro - Mylan NV:
And just maybe to add, Jami, certainly I think based on both our diversification and differentiation of those 635 products across the U.S. portfolio, I've always felt like there's been pressure in the U.S. Generic business. I don't think that's going away. But what you need is a broad portfolio. You need best-in-class service levels. And with these assets, you can certainly keep erosion to a level that we believe is mid-single-digits, like we've commented on.
Kris King - Mylan NV:
Next question, please?
Operator:
Our next question comes from the line of Elliot Wilbur with Raymond James. Your line is now open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks. Good afternoon. Same question or same line of questioning, maybe different data points. Probably maybe just best answered by Tony to start with. But with respect to expected growth in the Generics business, at the beginning of the year when you announced year-end numbers and the Meda acquisition, the global Generic business was expected to grow 20%. Year-to-date, it's up 12% year-over-year. Obviously, you have kind of stuck with the same metrics in terms of pricing realization in the U.S. market but it seems like something else isn't working or isn't going necessarily according to plan. So maybe you could just comment on price and volume trends in ex-U.S. markets versus expectations at the beginning of the year and also maybe a little bit further commentary on the new product cycle in the U.S. and sort of timing of realization of pipeline assets versus original expectations? Thanks.
Heather M. Bresch - Mylan NV:
Hey, Elliott. Maybe I'll kick it off and then let, again, Tony, Rajiv comment. Elliott, I guess what I'd start off by saying and you've probably heard me say this a lot of times, not all good things happen at once, not all bad things happen at once in this very dynamic volatile marketplace. And what we've said, is our continued ability to diversify and differentiate and have the operational scale that we do allows us to mitigate these headwinds and how we manage the business and execute, I hope what our actions and track record speak to, is our ability to do just that, manage this business and deliver what we have stated that we'll do. And we get there sometimes at the beginning of the year and the end of the year. How we achieve it, obviously looks a lot different from launches that you expect happening that don't happening, market dynamics. As you know, there's many, many different levers. But I think the overarching point is given the amount of levers that we have to manage this business, we're able to execute and deliver on our stated targets.
Rajiv Malik - Mylan NV:
And I would say, let me just, Elliott, go around the wall a little bit over here. We remain very confident with our business in the Rest of the World market, Australia, New Zealand, Japan and other emerging markets. We had some initial hiccups early in the year on our HIV tenders, which have come back to normal and we see that normalcy come back. Europe is, in fact, very stable, pricing is stable. Our EPD acquired products are doing very well from the growth perspective. And when you come to USA, it's about the diversity of this product mix, with the Mylan Institutional – with so many injectable products we have and so many other complex one. Yes, we said that this quarter there has been some challenge on the growth because previous year, this quarter we had some huge new product launch contributions like from products of Esomeprazole, Lidocaine, Bexarotene, and that's where you see that, this volume shift. But this has been like always, so this – we're not seeing anything different.
Anthony Mauro - Mylan NV:
Yeah, maybe just to add. We are certainly pleased with our European business from a volume and price stability standpoint. And just adding to the U.S. it really is about portfolio mix, dosage form mix across multiple channels in that breadth of portfolio that allows for this to happen.
Operator:
Our next question comes from the line of Irina Koffler with Mizuho. Your line is now open.
Irina R. Koffler - Mizuho Securities USA, Inc.:
Hi. Thanks for taking the questions. I was wondering if you could help us with the amount of destocking for EpiPen? And then just looking out into next year with the launch of the AG, do you expect to capture more patient volume? I'm just trying to understand a bit more about your remark about 6% of next year's sales being EpiPen. Does that assume any additional volume growth? Thanks.
Kenneth Scott Parks - Mylan NV:
Maybe just to start off, certainly from an inventory perspective, it's fairly typical in the U.S. business when you're launching a generic, the wholesalers will bring down inventories to lower rates than they're normally holding, and that's what we're experiencing. And I think the second question was around...
Rajiv Malik - Mylan NV:
Volume growth – for next year (43:45)
Kenneth Scott Parks - Mylan NV:
Yeah. We're very hopeful that our authorized generic converts like a traditional generic from a volume and a conversion perspective, in the high 80s, I believe, we've commented on. So that would be our aim and our goal entering 2017.
Operator:
Our next question comes from the line of Chris Schott with JPMorgan. Your line is now open.
Chris Schott - JPMorgan Securities LLC:
Great. Thanks very much. Can you help us bridge a little bit from the $4.80 midpoint of your EPS guidance range this year to that $6 target in 2018? I know a lot of questions we've been getting is with just the pressures on EpiPen next year and beyond. How do we get comfortable that that $6 number is achievable? What assumptions go into that? And maybe just a little bit more color to help us understand how you still have confidence of hitting that type of number? Thanks so much.
Heather M. Bresch - Mylan NV:
Sure. Thank you, Chris. I think if we step back for a second, Chris, and I'll go back to our Investor Day when we put the $6 target out there that, at that time, obviously, perhaps for different reasons, but at that time we said that by 2018 that we assumed EpiPen would only account for about 5% of revenue. So obviously, as I said for other reasons and for – as we looked at the competitive landscape, we didn't have that as a major driver, 2017 especially then going into 2018. So yes, has that pulled forward? A little bit. That's why we tried to quantify and say that we're estimating – anticipating that about 6% of revenue next year would be to EpiPen. So again, I think that as you look, and as you guys know, that we're much more than any one product and much more than any one country, that all of this differentiation and our product portfolio mix again, as I said, has allowed us – this platform has allowed us to absorb these headwinds when they hit, to mitigate them and to manage them. And I hope that in both our response to the EpiPen situation but again, managing this overall business is allowing us to deliver and giving us the confidence about that $6 target. And as we also said, we see this low, mid-teens growth, 2017 and 2018. And we look forward to coming to you in Investor Day, in conjunction with fourth quarter, to really detail that out more. But hopefully that gives a little bit, when you think about the launches we've got coming, when you look at the business, again, across the globe and now the diversification outside of the U.S. that you can start seeing a real clear pathway to how we're going to get there.
Operator:
Our next question comes from the line of Umer Raffat with Evercore ISI. Your line is now open.
Umer Raffat - Evercore Group LLC:
Hi, guys. Thank you for taking my question. Heather, what feedback are you seeing from PBMs on your portfolio, especially on the larger products as you head into 2017? And on that note also, I noticed gross margin this quarter was similar to 2Q even though EpiPen was bigger and Meda was in, and Meda is a higher gross margin business. So I'm just trying to understand, what are you seeing on gross margin level? It seems like there's some pressure in 3Q.
Heather M. Bresch - Mylan NV:
So look, Umer, I'm going to let the guys operating and running these businesses talk about it. Maybe Tony can hit PBM and Rajiv can hit gross margins.
Anthony Mauro - Mylan NV:
Okay. Yeah, thank you, Umer. Yes, we've certainly had dialogue with all our customers over the last quarter and we continue to do that. Like I said, I think both our strength of portfolio and the partnership we have from a pipeline perspective and our future outlook of growth drivers allows this dialogue to be one of a bilateral nature. And I continue to feel that way moving forward with our EpiPen Generic launch coming here in the coming weeks and in any other new products we have as well.
Rajiv Malik - Mylan NV:
And, Umer, yes, there's a little bit of drift of the gross margin, and I'll attribute that to the product mix.
Operator:
Our next question comes from the line of Gregg Gilbert with Deutsche Bank. Your line is now open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Yes. Thank you. About the $6, how does the amount of capital you've had to deploy to get to the $6 compare to your expectations, and how does that play into management comp if you achieve the $6 but had to spend a lot more to get there? And second, some would say you've thrown the supply chain under the bus. Others would say that you've highlighted what has long needed to be highlighted in terms of the complexity of the system. I guess my question is – and you've been a proponent of wanting to have a dialogue, what is the next step in this dialogue? Is there anything specific you have in mind, or is it just sort of take it as it comes? Thanks.
Heather M. Bresch - Mylan NV:
Thanks, Gregg. So I'll start, and then turn it over to Ken. Here's what I'd say. I think that we certainly continue to look for the opportunity for the facts to catch up to the story and the headlines that have been out there, and I think with the election behind us, that opportunity for our facts to be heard in a better digestible way, we're going to continue to work on that. As far as blaming the system, again, that is not what we said. What we did is start a discussion about the transparency that's needed and that people understand the complexity around the pricing. And I think that, obviously not only did we, yes, start that discussion and happy to see that that discussion has continued with many other company executives talking about the gross to net and that the entire – everybody needs to come together and sit around the table and talk about a solution, that you can't do it piecemeal, you can't try to do it by legislating a certain slice of it. So we absolutely hope and will obviously continue to drive not only that discussion but look for solutions. As I said in my opening remarks, we need to – this system needs reinvented across the healthcare, across the entire U.S. healthcare landscape. And we look forward to those next steps being looking for solutions, not just driving certain headlines. With that, Ken, you want to...?
Kenneth Scott Parks - Mylan NV:
Yeah, so the $6 when we launched it back in the 2013 Investor Day, certainly included a component for acquisitions because that's part of what we've been doing with the business and a lot of the discussion you've heard today around broadening the portfolio inside the U.S. as well as across the world. So there is an acquisition component to that. We'll update you on what that roadmap might look like when we do Investor Day to give you a little bit more specifics around it. But I'll tell you, you've heard us say since we've done the Meda acquisition the words around capital redeployment have been more around bolt-on acquisitions. So you should anticipate that you're going to see us invest in those that create good, positive profit streams going forward, and add on to the portfolios that we have already. And at the same time, remain committed to our investment grade credit rating.
Operator:
Our next question comes from the line of Randall Stanicky with RBC Capital Markets. Your line is now open.
Randall S. Stanicky - RBC Capital Markets LLC:
Great. Thanks. Heather, can I just follow-up? What do you guys mean by bolt-on? Because I think at one point you called Perrigo a bolt-on deal. So when we think about the capital deployment for opportunities that you see, is that a $2 billion opportunity or is that a $10 billion? And then the one thing that we haven't discussed is share repurchases given where your stock is. Can you talk about how that factors in as well? Thanks.
Heather M. Bresch - Mylan NV:
Sure. So Randall, I'm not sure who referred to Perrigo as a bolt-on deal. I certainly, I think we talked about it as a transformational acquisition of those companies coming together. So I would say what we mean by bolt-on deals is – look, product lines – we don't need to do any big acquisition. We've got the commercial and operational scale that we need but as we look across channels, therapeutic categories, products, as we want to complement just like we did around injectables, Renaissance around the derm. So, look, and we think, look, it's a buyer's market. I think there's great assets out there that we could complement and leverage our economies of scale. But first and foremost, our focus these next 18 to 24 months is integrating Mylan, truly leveraging our assets, optimizing them. And like I said, I think we've never had better opportunities around the world in these countries to have a great go-to-market strategy now having scale across all the channels, OTC, Generics and brands.
Anthony Mauro - Mylan NV:
And on your point around share repurchase, we have an authorization for an incremental, right now, $930 million of share repurchase. That is in our toolbox. You hear us talking about right now, we're focused on post Meda driving down our debt, reducing our debt and reducing our leverage, and then keeping dry powder in the short term for these bolt-on acquisitions that Heather talked about.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone have a great day.
Executives:
Kris King - Mylan NV Heather M. Bresch - Mylan NV Rajiv Malik - Mylan NV Anthony Mauro - Mylan N.V. Kenneth Scott Parks - Mylan NV
Analysts:
Christopher Schott - JPMorgan Securities LLC Aaron Gal - Sanford C. Bernstein & Co. LLC Jami Rubin - Goldman Sachs & Co. Sumant S. Kulkarni - Bank of America Merrill Lynch Elliot Wilbur - Raymond James & Associates, Inc. Douglas Tsao - Barclays Capital, Inc. Randall S. Stanicky - RBC Capital Markets LLC Andrew Finkelstein - Susquehanna Financial Group LLLP David R. Risinger - Morgan Stanley & Co. LLC Gregory D. Fraser - Deutsche Bank Securities, Inc. Umer Raffat - Evercore Group LLC Derek C. Archila - Leerink Partners LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan second quarter 2016 financial results conference call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Kris King, Head of Investor Relations. You may begin.
Kris King - Mylan NV:
Thank you, Crystal. Good afternoon, everyone. Welcome to Mylan's conference call discussing our second quarter 2016 earnings and our acquisition of Meda AB, which I will refer to as the Meda transaction. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President Rajiv Malik; Chief Financial Officer Ken Parks; and Chief Commercial Officer Tony Mauro. During today's call, we will be making forward-looking statements regarding our financial outlook and 2016 guidance, the Meda transaction, the acquisition of Renaissance's non-sterile topicals-focused Specialty and Generics business, and other matters related to the company and its business, including regulatory matters, product development, and acquisitions. These forward-looking statements are subject to risk and uncertainties that could cause future results or events to differ materially from today's projections. Please refer to the earnings release we filed with the SEC on Form 8-K earlier this afternoon for a fuller explanation of those risks and uncertainties as well as the limits applicable to these forward-looking statements. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP financial measures include adjusted net earnings, adjusted diluted earnings per share, constant currency total revenues, adjusted gross margin, adjusted cash provided by operating activities, net debt to adjusted EBITDA leverage ratio, adjusted R&D expense, and adjusted SG&A expense, and are presented in order to supplement your understanding and assessment of our financial performance. Non-GAAP measures should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. The most directly comparable GAAP measures as well as reconciliations of the non-GAAP measures to those GAAP measures are available in either our first or second quarter earnings releases, which are posted on our website at newsroom.mylan.com. Let me also remind you that the information discussed on the call with the exception of the participant questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'll turn the call over to Heather.
Heather M. Bresch - Mylan NV:
Thanks, Kris, and welcome, everyone, and thank you for taking the time to join us today. I'd also like to take a moment to welcome Ken Parks, who joined Mylan as CFO on June 6 and is here today for his first earnings call with us. In addition, I'd like to welcome to the call all of our employees around the world, including the most recent additions to our family, the great team we acquired on June 15 from Renaissance, and on Friday the terrific team at Meda. We're excited about both of these transactions, with the Renaissance business bringing us a complementary portfolio of about 25 branded and generic topical products, which combined with Meda's offerings positions us to be a leader in dermatology. The Meda transaction will allow us to build even greater scale across our operations and expand the breadth and diversity of our product portfolio, geographies, and sales channels around the world. Meda also positions us to be a leader in the global respiratory and allergy market. In addition, these transactions further strengthen our already very strong cash flows. As with any transaction, we believe people are the most important asset, and we're delighted with how engaged the teams of both organizations are as we now focus on fully integrating these organizations, so that we can increasingly go to market as One Mylan and maximize the potential of our expanded global platform. With that, I'd like to elaborate a bit on the commentary I provided during our call in May, namely, that we believe that the rebasing of our sector has been a healthy exercise for the industry. It has helped investors draw more meaningful distinctions among the different types of business models in our sector because, as we have mentioned many times in the past, it simply makes no sense to paint the industry with a broad one size fits all brush, particularly when it comes to generics and specialty, which vary widely in terms of product and geography mix. In Mylan's case, we have spent the last decade differentiating, diversifying, and derisking by expanding through organic growth and strategic acquisitions. As a result, we now have extensive manufacturing operations, whose technologies range from API to oral solids, to injectables, transdermals, and respiratory expertise. We have a portfolio that now stands at more than 2,700 separate products, including generics, branded generics, brands, and over-the-counter medicines. We also have positioned ourselves such that we have no significant concentration in any single product, channel, or business segment. Moreover, we have continued to grow scale throughout North America, Europe, and rest of world. All of this has enhanced our financial strength and flexibility, positioning us to continue investing and growing for many years to come. It's for these reasons we're so proud of our performance during second quarter. On the top line, we generated total revenues of more than $2.5 billion, year over year an increase of 8% on a constant currency basis, that was fueled by solid growth in our North America and Europe generics regions and strong double-digit growth in our Specialty business. On the bottom line, we delivered adjusted net earnings of $592 million or $1.16 per adjusted diluted share, a year-over-year increase of 28%. I'd also like to underscore that on a sequential basis, our revenues rose by 17%. Adjusted EPS increased by 52%, and cash flows increased 240% on the strength across all geographies, all of our business units, including new launches, demonstrating the power of us truly maximizing all of our assets. Consistent with our historic track record of delivering stronger growth in the second half and on the strength of new product launches, EpiPen seasonality, and our recently completed acquisitions, we are committed to our 2016 EPS guidance range of $4.85 to $5.15. As I've indicated, we could not be more excited about Mylan's longer-term prospects and look forward to discussing our bright future at our Investor Day event, which we will host in conjunction with third quarter earnings. On behalf of Mylan's board and our entire leadership team, I'd like to thank our employees for their outstanding teamwork and execution during the quarter and for their continued commitment to our cause. With that, I'll turn the call over to Rajiv.
Rajiv Malik - Mylan NV:
Thank you, Heather, and good afternoon, everyone. We continued to see solid performance across our businesses during the second quarter, once again demonstrating that the scale and diversity we have created provides us with the strength, consistency, and resilience to ever-evolving market conditions, further differentiating us from our competitors. We launched more than 100 new products across our global platforms. And with Meda, we now sell approximately 2,700 products around the world. Overall, our Generics business delivered third-party net sales of approximately $2.1 billion for the quarter, an increase of 4% compared to the prior-year quarter. In North America, our generics business grew approximately 6% to just over $1 billion. Growth came primarily from a significant number of new product introductions, leveraging our strong global platform. We launched 18 new products during this quarter. The generic pricing environment was again consistent with our expectations and guidance to you. Tony will elaborate on this topic shortly. In Europe, sales totaled $604 million, an increase of approximately 6% over the prior-year period. This result was mainly due to sales of new products and higher volume on existing products, as we continued to benefit from integrated approach of selling our established product assets under One Mylan. Pricing was essentially flat in the second quarter because of our diversified product portfolio. In rest of the world, sales totaled $523 million, a year-over-year decrease of approximately 2%. Our operations in India improved throughout the quarter, as we saw HIV tender volumes return towards our expected levels, resulting in growth of more than 30% on sequential business compared to Q1. Additionally, Japan, Australia, and the rest of the emerging markets showed favorable sales on existing products. With that said, we continue to remain confident in the strength of these businesses. Our Specialty division delivered revenue of $403 million in the quarter, a year-over-year increase of 33%, as a result of higher sales of EpiPen, Perforomist, and ULTIVA. Tony will provide more details on this. Our global platform has been further strengthened and diversified by the growth of our global established brand and branded generics business, as these key brands continue to perform at or above our expectations. These established brands and branded business will be even further enhanced by the addition of the Meda brands. Meda's attractive portfolio is just one of the reasons why I share Heather's excitement about the recent completion of the transaction. The addition of Meda strengthens our position in several therapeutic franchises, significantly expands our over-the-counter business, and accelerates our expansion in several attractive emerging markets, which will help us further maximize our efficient, high-quality operating platforms and a broad product portfolio. During this quarter, we also completed our acquisition of the Renaissance topicals business. By bringing together the Renaissance business with Mylan's and Meda's strong dermatology portfolio, we are confident that we will be able to drive significant growth from this franchise, especially by taking the combined portfolio and pipeline into the new markets outside of North America. We are looking forward to now moving from pre-integration planning to truly integrating these businesses into the Mylan family. We are very excited, as we'll be moving into integration phase along with the key leaders retained from Meda and Renaissance leadership. While we remain focused on business continuity, we also are very excited and upbeat to realize the potential and value of bringing together the best of these organizations and our combined efforts. We also continue to execute on our strategic growth drivers, and let me highlight a few of the developments during the quarter. Turning first to our biosimilars portfolio, we are pleased to report that we remain on track to file trastuzumab, pegfilgrastim, and glargine to U.S. FDA and European Medical Agency in 2016. Our 24-week data from our HERITAGE study for our biosimilar trastuzumab confirmed the efficacy, safety, and immunogenicity of our product being developed in partnership with Biocon. This study was presented at the ASCO meeting in June. And we are now expecting to present our results for the 48-week extension of the HERITAGE study at the important European Society for Medical Oncology [ESMO] Congress in October. Recently, the European Medicines Agency has also accepted for review Mylan's Marketing Authorization Application for our proposed biosimilar pegfilgrastim, also being developed with Biocon. In addition to analytical, functional, and preclinical data, the application also includes clinical data from pivotal PK/PD and confirmatory efficacy, safety, and immunogenicity studies completed earlier this year. The results from the studies are also expected to be presented at ESMO in October. In addition to this, we continue to make progress on our other programs and we'll continue to provide further updates as our filings are accepted. As a reminder, with our Biocon partnership and Momenta collaboration, we have access to a combined portfolio of 15 biosimilar and insulin analog generic products in development. This is one of the industry's most robust and diverse portfolios. As we continue to invest in this important global area, we are continuing to differentiate the structure of our partnerships. For instance, with Momenta, we have a great deal of product-by-product optionality. On the respiratory front, our partner Theravance Biopharma announced that enrollment of more than 2,300 patients has been completed in the three ongoing clinical trials comprising Phase 3 programs for revefenacin, an investigational LAMA in development for the treatment of COPD. The replicate efficacy studies are expected to be read out in early fourth quarter of this year, to be followed by a 12-month long-term safety study and plan for an ANDA filing in 2017. Regarding generic Advair, we remain confident in our application, as we continue to be actively engaged with FDA towards the execution of this very important ANDA. Finally, I also would like to thank our committed and talented global workforce for their significant contributions to our business and mission during this quarter. With that, I'll turn the call over to Tony for some additional perspective on the commercial landscape.
Anthony Mauro - Mylan N.V.:
Thank you, Rajiv. As Rajiv noted, we continued to see strong growth in our global Generics business, including in the U.S., where the pricing environment continues to be a topic of much focus. Let me reiterate that we continue to see pricing across our very broad product portfolio to be in line with our expectations, demonstrating the importance of scale and diversity. For example, during the first six months, both our global generics business and specifically our North American core generics business saw year-over-year price erosion in the mid-single digits. Given the continued strength of this core business, we continue to anticipate price erosion in the mid-single digits for the remainder of the year. Our North American generic business also benefited from a large number of new product launches, including the first-to-market launches of armodafinil, doxycycline 50mg, and doxycycline 200mg, representing a combined IMS total market value of $650 million. Our Specialty business also saw double-digit growth across all our major brands. With respect to EpiPen, revenues were driven by net price favorability, due in part to payer pricing dynamics year over year, as well as strong sales volumes in anticipation of the peak season. We began realizing the benefits of customer contract negotiations over the last several quarters. I'd note that year-over-year comps will continue to evolve until we pass the one-year mark of the Auvi-Q recall. I want to stress that we continue to invest in expanding the size of the overall market by increasing awareness and access to this important product. We also continue to educate stakeholders about the complex supply chain dynamics as a greater share of costs are being shifted from employers to patients. Finally, I would like to echo Heather's and Rajiv's enthusiasm for the completion of the Meda transaction. Commercially, we see significant opportunity to maximize our robust product portfolio, which now covers an even more diverse array of Rx, Gx, and OTC products across customer channels and geographies. We see many opportunities to do more with these products across the Mylan platform as we optimize our sales force, bring new products into new countries, and maximize high-potential brands. We also continue to be uniquely positioned to reliably supply our growing global customers' increasing demands. EpiPen is just one example of where we can do more by consolidating our expertise across Mylan and Meda. With that, I will turn the call over to Ken.
Kenneth Scott Parks - Mylan NV:
Thanks, Tony, and good afternoon, everyone. I'll start out by saying that I'm extremely pleased to be a part of this call and a part of the Mylan team. I'll now turn to our financial results. Second quarter revenues grew to $2.6 billion, and that's an increase of 8% over the second quarter last year. As Rajiv already noted, our Generics segment grew 4% and our Specialty segment grew 33%. The generics pricing environment was consistent with our expectations and declined at a mid-single-digit rate overall in the quarter. While foreign currency movements were volatile following the outcome of the Brexit vote in late June, the year-over-year impact of currency translation on our second quarter result revenues was insignificant due to the diversity of our portfolio of businesses across all geographies. As Heather noted, second quarter revenues increased 17% sequentially, with growth in both of our segments and all three geographies. Adjusted gross margins for the second quarter were 56%. That's up approximately 200 basis points from the prior year and the prior quarter as a result of the new product introductions and favorable Specialty sales. Moving on to operating expenses, on an adjusted basis, R&D expense increased slightly over the prior year, as we continued to invest in our respiratory, insulin, and biologics programs. As a percentage of revenue, second quarter R&D declined by approximately 50 basis points from the prior year to 6.6% of total revenues. SG&A expense, also on an adjusted basis, remained essentially unchanged at approximately 21% of total revenues in the second quarter. As a result of our strong operating performance, adjusted net earnings increased by $118 million from the prior-year quarter to reach $592 million, and adjusted diluted EPS increased 28% to $1.16 compared to $0.91 in the prior year. I will also point out that adjusted diluted EPS grew 52% sequentially from the first quarter of this year. For the six months ended June 30, total revenues grew to $4.8 billion. That's a year-over-year increase of 13% on a constant currency basis, and includes an additional two months of sales from our established products business. Adjusted gross margins for the six months ended June 30 were 55%, or up approximately 100 basis points from the prior-year period. Adjusted R&D and adjusted SG&A expense were approximately 7.5% and 22% of total revenues respectively for the year-to-date period. As a result, adjusted earnings for the six months ended June 30 increased by $195 million to reach $979 million, and adjusted diluted EPS therefore increased 19% to $1.92. Turning to our cash flow and liquidity metrics, adjusted cash provided by operating activities was strong at $485 million for the quarter, which drove the first half adjusted operating cash flow to reach $687 million. The strong performance in the quarter reflects improvements in our operating results combined with our continued focus on effectively managing working capital. During the second quarter of 2016, we issued $6.5 billion of senior notes in anticipation of the completion of the Meda offer and repaid $500 million of senior notes which became due in June 2016. We have no amounts outstanding on our accounts receivable securitization or our revolving credit facilities. At the end of Q2, our net debt to adjusted EBITDA leverage ratio was 2.2 times. We remain fully committed to maintaining our investment-grade rating and reducing our leverage subsequent to the closing of the Meda transaction. Looking ahead, we feel confident with our ability to continue to leverage our outstanding global operating platform, which now includes the recent acquisitions of both Renaissance and Meda. And we're committed to our 2016 outlook of adjusted diluted EPS in the range of $4.85 to $5.15. In terms of phasing of our earnings for the remainder of 2016, Q3 will again be our strongest quarter and slightly higher than Q4. With that, we'll open the call up to your questions.
Operator:
Our first question comes from Chris Schott from JPMorgan. Your line is open.
Christopher Schott - JPMorgan Securities LLC:
Great, thanks very much, just two questions for you guys. First on the U.S. generic environment, and thanks for all the color on the call, is there any concern on your part that some of the weakness that your smaller competitors are experiencing results in more aggressive and less rational behavior from those companies, and that could ultimately impact your franchise if the market gets a little bit destabilized by that dynamic? The second question is between the very strong EpiPen trends you're seeing right now and the earlier than expected Meda close, it seems like there could be upside to the guidance range. Are there any offsets we should thinking about, or are you just being either cautious or conservative now in terms of the range? Thanks very much.
Heather M. Bresch - Mylan NV:
Hi, Chris. Thanks. So I'll start on the U.S. generics, and then if Tony and Rajiv want to add anything. I guess from my perspective, as we've continued the dialogue around the diversifying and the differentiation in product mix and the breadth of portfolio, certainly as you look at some of the smaller players, I think weaknesses from the niche products as well as perhaps how they were playing their business and positioning it. And I think that the other thing you have to take into consideration is balancing that, to your point about does it drive more irrationality, is our customers that are continuing to get more global and their demands and needs are getting far greater. And I know Tony touched on this in his remarks, but I really think that shouldn't be underestimated. The need for reliable supply is continuing to I think again be a differentiator for Mylan and our ability to meet these global needs in a very reliable, as we've touted before, through sheer hard work that has been put together this last decade is a supply chain that we believe is second to none. And I think you see some value, continued value being placed on that by our customers. So I can't speak – as we've always said, our business is going to be competitive. It always has been; it always will be. But I don't sense I would say that hyper-competitiveness that we've seen, say, five years ago when our customers were much more willing to change just based on price and not necessarily be focused on if that company could actually supply their needs. So I think it continues to shift towards being a not only a differentiator for us, but a real value driver and growth driver for us, which is why we have the confidence around the stability in the market. As far as EpiPen goes, Chris, here is what I'd say. You've heard me say this a thousand times. All good things don't happen at once; all bad things don't happen at once. When you're looking at the complexity of our company globally, across geographies, across channels, across products, we believe that when we came out with our guidance this year, we anticipated obviously the Meda transaction. We anticipated a lot of probability waiting on launches and so forth. And with all that being said, I think when you look at our guidance ranges being within 3% each way of the midpoint that we believe that's a very tight range, and we believe it's taken a lot in consideration. And we've always said when we feel that we should update or move that guidance, we're the first to come and do that to the market. But we believe right now that it is absolutely taking a lot into consideration given all of the moving pieces across our platform.
Operator:
Thank you. Our next question comes from Ronny Gal from Bernstein. Your line is open.
Aaron Gal - Sanford C. Bernstein & Co. LLC:
Good afternoon and congratulations on the quarter, two questions if I can. The first one is this issue of the EpiPen cost shift to the patients you've mentioned. Could you just discuss a little bit more about that? How does that get reflected in your earnings? And what are you currently doing in terms of your business operations to try to help the patients along; that is, do you have confidence that that issue will not begin to impact your earnings in the next few quarters? And then second, I guess for Rajiv, on Advair, I remember the GPhA, the people presenting from FDA mentioned that only 12% of end application gets approved first round. I know Advair is very important to you, but you can just give us a feel for what makes you confident that you can get such a complex product approved first round given the rate of approval at FDA at first round.
Heather M. Bresch - Mylan NV:
All right. Thanks, Ronny. I'll start on EpiPen and then hand it over to Rajiv. So, Ronny, I love the opportunity to clarify this point around insurance and the changing dynamic in the payer landscape. It really is not – the point is not being made from our earnings perspective or what we see with EpiPen. I will continue to say that we couldn't be more proud of our investment to expand and increase access and continue to see EpiPen as an important product to the community, and as again Tony mentioned, our opportunity to even enhance that throughout Europe now with the Meda transaction. But this point, I think there has been a lot of discussion and some headlines around patients going from paying a copay to now paying the entire cost of a product. And where EpiPen falls, because if you look on an annual basis, as a life-saving drug, to have a WAC [Wholesaler Acquisition Cost] price at just under $600, I think that you can see it falls as not an expensive product. And so when employers through high-deductible plans that were incentivized to increase high-deductible plans through Obamacare, as people – as employers shift more cost to employees and make that everything's got to come out of pocket before you hit your deductible is where you're seeing a lot of noise around EpiPen. And so from our perspective, we're continuing to try to do our part on educating on that supply chain, and we all know it's complex and our healthcare and insurance is complicated. But we are just continuing to try to do our part, messaging and continuing to do everything we can to ensure patients have access to our product. And so that really is the point on the insurance, not at all from what we're projecting from a business perspective around EpiPen.
Rajiv Malik - Mylan NV:
And regarding Advair, generic Advair, Ronny, our confidence comes from two data points. One, we have been seeing generic Advair as being unique in a way just given the FDA's engagement, not just after the filing but before filing, the number of interactions, agreement on protocols, agreement on what their expectations are. All this has been built into the science, number one. And number two, you will see that over the last five months, we have seen a huge movement about the execution of this file, just to let you give an appreciation about various PAIs, Pre-Approval Inspections, which is around device or drug substance or access to drug product, is all behind us. Our confidence again comes back from how we see the file being executed as until date. So we are I think very confident about that maybe we'll be able to improve the FDA's percentage of first-round approvals.
Operator:
Thank you. And our next question comes from Jami Rubin from Goldman Sachs.
Jami Rubin - Goldman Sachs & Co.:
Thank you, just a couple of questions. First, Heather, I think we've talked about this before. I think you have $1 billion or so authorized for share buyback. And when you announced the Meda deal earlier this year, you had to suspend the buyback because of the pending deal. Now that the deal is closed and if you still believe in your $6.00 number next year, the stock does look pretty cheap. Should we expect that you implement that buyback? And secondly, just a question around the IPL process, which we will hear about in the next couple weeks, you guys still don't have Copaxone 20mg on the market. I'm just wondering if you can share with us your expectations for what the market opportunity might look like for you for Copaxone 40mg? When do you plan to launch? And without Copaxone 20mg on the market, what does that say about your confidence level with Copaxone 40mg? Thanks very much.
Heather M. Bresch - Mylan NV:
Thank you, Jami. As far as the buyback goes, first let me start with this. As you know, we are constantly looking at our capital allocation, and absolutely the share buyback is an option as to how we, being part of the mix, we absolutely – it’s back on the table as an option that we have, just as we’re looking at many other ways. I can tell you, though, our priority is really to delever. It is about really making sure we’re balancing all of that. But it is absolutely back on the table as an option. And as far as the $6.00, I guess I just want to because sometimes you guys throw these little flippers in there. What we’ve committed to is $6.00 in ‘18. What we’ve said since announcing the Meda transaction is we have the opportunity to hit that earlier. But what we are absolutely committed to is the $6.00 in ‘18. And as far as IPR, I'll speak to the confidence, and then Rajiv, anything you want to add – or Tony on the market opportunity. We couldn't be more confident in the IPR, the process and where we stand in that, and are anxiously awaiting the results of that next week. And I would just remind on our confidence to get the product approved, look, the reality is that the transformation that FDA has gone through and is going through over these last couple of years with GDUFA, there have been casualties to that and there have been casualties in the backlog and how they're being able to handle them as they move towards GDUFA goal dates. Obviously, Copaxone fell prior to getting a GDUFA goal date like our generic Advair. So all I can say is speaking on the science and speaking to our application on both the 20mg and 40mg that we absolutely have all the confidence in the world of getting it. But as you know, I've said I'll love the fact when we're not talking about when we're going to get Copaxone approval.
Rajiv Malik - Mylan NV:
Heather, I will just add that we appreciate it's been a painstakingly long process with FDA, but we just have a very minor clarification from FDA we received recently which has been responded to. And there's nothing as scientifically pending at all and we are waiting to hear from FDA about the next steps. So that's where I would say we are pretty confident of bringing this product in the market as soon as possible and hopefully in 2016.
Heather M. Bresch - Mylan NV:
And we think the opportunity is still significant. It's a big product, and we still believe that it's going to be – it will be a good product for us.
Anthony Mauro - Mylan N.V.:
Maybe just to add, it's not very often in the generic marketplace we get to launch a multibillion dollar product into a limited marketplace, and I certainly think that Copaxone is one of those opportunities. So we, as Heather and Rajiv articulated, truly look forward to bringing this product to market.
Operator:
Thank you. Our next question comes from Gregg Gilbert from Deutsche Bank. Your line is open. Please check that your line is not on mute. Thank you, and we'll move on to our next question from Sumant Kulkarni from Bank of America. Your line is open.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Thanks for taking my questions. First one, could you comment on the price versus volume component of your Specialty Branded segment? And second, given the exceptional that you've had in that Specialty Brand segment that has helped your gross margins, could you comment on the trends within the generic gross margins and how sustainable those might be going forward?
Heather M. Bresch - Mylan NV:
So let me start, Sumant, and then again I'll let others chime in. As far as the mix goes and I think what we tried to articulate especially on the Specialty side is that it's a combination of certainly we've seen nice growth in volume. Yes, part of that has been to the pricing dynamic, but I think more of note is this idea of the net price. And what Tony spoke about is that our realizing these renegotiated contracts, which we've now said starting at the end of last year, that those wouldn't happen overnight. But as we've continued to renegotiate, and as we've said, it's not just about one product, it's a whole portfolio of products, we've been able to continue to see that increase. And so again, I think as far as us realizing those margins are sustainable as we work ourselves through these contracts. And if the dynamic around the EpiPen market would ever change, those would change as well. But I think what we're continuing to benefit now is the realization of those. And I think as far as generic...
Rajiv Malik - Mylan NV:
I would say – Tony, you can add, that we are holding pretty well the volumes. We see the volumes pretty flat, and we have guided you to mid-single-digits erosion over the year, and we are seeing nothing else than the middle single digits, and that's what we are forecasting for the rest of the year.
Anthony Mauro - Mylan N.V.:
Yes, thanks, Rajiv. And I would say I know there has been a lot of short-term focus specifically, whether on U.S. generic pricing or U.S. generic margin stability. And what I would say is over the last decade we have built our portfolio for the long term, to value-create. And I would say stability and predictability are direct results of diversity and differentiation. And you're seeing that today and as we report it the rest of the year.
Operator:
Thank you. Our next question comes from Elliot Wilbur from Raymond James. Your line is open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks, good afternoon. Heather, just going back to the Meda transaction real quickly, you had earlier I guess suggested that in fact that you're still on track or for $6.00 in '18 and can pull that forward in 2017. But specifically, I think you guys had talked about $0.35 to $0.40 EPS accretion in 2017. And obviously, given the earlier than expected close, this will mean that you're still comfortable with that metric, but I just want to confirm that.
Heather M. Bresch - Mylan NV:
So I guess I'd say first marginally a little earlier. We had said Q3. But I think importantly, Elliott, to your point, I, look, could not be obviously more confident in hitting the $6.00. I think that we look forward to the opportunity to bring that up. I can't wait to get to Investor Day that we now announced to be part of Q3 because I think our opportunity to really showcase these assets that we've pulled together from Abbott to Famy Care to Renaissance to Meda is really going to showcase this platform and our ability to really maximize these assets. So I don't want anything to take that away, and I can tell you we are very, very focused on the opportunity and how we pull that forward. So there is – like I said, I hope you can hear the inflection in my voice that there is nothing that we're more focused on. And yes, I think we're still on track. There's nothing that has changed that would change the accretion number that we talked about. And again, I think the Q3, once we have a couple months under our belt and we're able to come forward with our long-term vision and roadmap and ability to execute against that, hopefully our track record speaks for itself. Again, we're going to be able to show you how we're able to do more with these assets coming together than they were doing on an individual basis.
Operator:
Thank you. Our next question comes from Douglas Tsao from Barclays. Your line is open.
Douglas Tsao - Barclays Capital, Inc.:
Hi, thanks for taking the questions. Maybe if you could, start with the generics business in rest of world was below what I was looking for in my model. I was just wondering if you could provide some perspective in terms of what might have happened during the quarter. And then just on EpiPen, if you could, provide some detail in terms of what your sense is in terms of inventory in the channel right now because that number looks very strong. Or do you think that reflected true end demand for the quarter? Thank you.
Rajiv Malik - Mylan NV:
Doug, let me respond to the rest of the world business. If you recall, in the first quarter we have seen (41:45) for the HIV tenders because the global fund and Chemonics, which is a new agency managing the tenders, has not located, and it took them time for that machine to warm up. And we started seeing an influx of tenders towards the middle of May. So we have seen sequential growth of 30% on this business. Everything is now back on the expected levels which we were expecting. So nothing is inherently weak with that business. In fact, we are very excited by the volumes being back. So that what has resulted into 2% year-over-year decline of this overall business.
Heather M. Bresch - Mylan NV:
And as far as EpiPen goes, Doug, no concerns at all. We see inventory absolutely in the normal range.
Operator:
Thank you. Our next question comes from Randall Stanicky from RBC Capital Markets. Your line is open.
Randall S. Stanicky - RBC Capital Markets LLC:
Great, thanks. Heather, going back to the sector rebasing that you highlighted, is that over, or are we entering a cyclical patch that could last several quarters? And then to flip a prior question around, if that is the case, does that create opportunity for you as you look to consolidate the broader space? And the second question is, what is your guys' strategy to break into the U.S. OTC market?
Heather M. Bresch - Mylan NV:
Randall, as always, you do not disappoint about getting a lot into your questions. So let me start with the rebasing because I do feel passionately about this being in this industry for as long as I've been. Look, I'm hopeful that the rebasing continues, that this is not memory loss in about a month and hot air starts building back up again. Because I think that what we found ourselves in the generic specialty sector is unsustainable business practices. And I think that it's just that simple. And I think individual companies are now having to, however much affected they may have been by an unsustainable business practice, they're having to regroup, reorganize, and rebase themselves. My hope is, as I mentioned, that that has driven, I think, forcing a much more thoughtful look at businesses and understanding the mix because all companies aren't created equally. And like I said, I'm hopeful that Wall Street doesn't have short-term memory loss and goes back to trying to paint all with one or trying to support what I don't believe is sustainable long term. So we believe there has been a lot of short-term focus. We had said you can't build a great company quarter by quarter; it's over the longer term. The last decade we have continued to hopefully show that that has paid off in both the near, mid, and long term. And we look forward to coming back out to you guys on Investor Day and showing you how, one, that the ability for us now to take this significant financial flexibility we have and continue to build and complement this platform we've put in place which we'll, to your point, continue to consolidate, I think those assets the companies need to let go of products, and small nice tuck-ins, like we just did with Renaissance. And as far as OTC, I'll have to ask you to wait for Q3 because I think we really want to come out in a holistic way, talk about our geographies, these channels, and how truly we believe approaching these markets with a One Mylan approach we're going to be able to do more. So anyway, look forward to that.
Operator:
Thank you. Our next question comes from Andrew Finkelstein from Susquehanna. Your line is open.
Andrew Finkelstein - Susquehanna Financial Group LLLP:
Good evening, thanks for taking the question. Could you talk a bit more about the guidance for the year? Can you quantify to any extent what the contribution is from Meda and Renaissance or to the extent, aside from timing, anything in Meda that's changed? And then as you look across some of the geographies ex-U.S., is there anything you can highlight maybe as a preview of the Investor Day of areas that are first on the to-do list to begin driving those synergies from Meda, whether it's in countries like Italy, or is it bringing products across geographies? Any hints you can give there would be appreciated.
Heather M. Bresch - Mylan NV:
Okay, thank you, Andrew. So I'll start with integration. Look, hopefully by now the fact of our business continuity and our track record would let you realize the fact that we are not only very focused on integration but have a very disciplined approach, that it's not just about bringing a company into the fold. It is truly about integrating businesses, people, best practices. And so as we are now doing that over these acquisitions, most recently Meda, we absolutely, I can assure you, have multiple work streams. As we had reported last quarter, actually our preplanning phase of that allows us to hit that ground running once we hit day one. And I can tell you I'm confident that when we do lay out those plans and those opportunities, they're very robust. They cut across all geographies. So we're not prioritizing one over the other. The benefit of having great people and bringing their management team into the fold of our management team, we're able to really divide and conquer across the globe, across channels, and across these great brands and especially this new channel of OTC. So we couldn't look more forward to coming in and highlighting all of that. And I guess I don't feel I can give much more of a teaser than that for Investor Day. As far as guidance is concerned, look, we've got – when you look at the complexity of not only our business in general and the Generics business, both here in the U.S. but around the globe, that's why as we continue to grow Specialty, grow Brand Generics, grow our brands, grow OTC, it is just for that reason of complexity and volatility that we've said the diversification and differentiation lets us absorb that now. Our scale, our sheer size and scale is able to absorb that volatility and manage this business. And hopefully when I look – and that's why I said I couldn't be more proud of Q2 that we were able to be right on top of revenue, beat the EPS consensus, and all sequentially because I know many of you that I had discussions with after our last quarter, everybody felt that we were taking such a big leap from Q1 to Q2 that if we could show that this business could perform of what we said it was going to do, that certainly would pave the way for the kind of growth and hopefully market multiple that should respond to that accordingly. So that's why I highlighted the sequential growth of not only top line 17%, bottom line 52%, and the strength of our cash flows. So like I said, I think that hopefully you're realizing our guidance takes a lot into consideration and our ability to manage to that and perform and deliver. Again, I think this quarter just underscores this management team's ability to do that.
Operator:
Thank you. Our next question comes from David Risinger from Morgan Stanley. Your line is open.
David R. Risinger - Morgan Stanley & Co. LLC:
Thanks very much. I have a couple questions, please. I guess first, with respect to Meda, I'm hoping that you could paint a picture for how you're restructuring the business and what changes you're making to Meda after acquiring it, how you're integrating it, et cetera, and also how you have to change the accounting from IFRS accounting and accounting changes that are going to result there. And then second, with respect to the second quarter GAAP to non-GAAP, could you just provide some detail on the $174 million in restructuring and special items? I know that you completed Renaissance, and that obviously resulted in additional restructuring charges in the June quarter. But if you could provide some details on the $174 million, that would be great. Thank you.
Heather M. Bresch - Mylan NV:
Sure, David. So look, David, as far as painting a picture, we will paint a very detailed picture. We obviously have owned them now for all of a week. To my point earlier, our planning around just that, the geographies, the products, unfortunately, we could get work streams and people in line. But as you know, the Swedish takeover rules did hinder as far as some of the detail – of getting into the details. So I can assure you that over these next couple of months we will be putting the machine that we put in place from an integration office perspective. And I can assure you, like I said, we've retained the management teams, and it is really about us integrating, as I said, best practices. This isn't just come in and do it the way Mylan has done it. We're getting new businesses, new business channels, new products, new brands, that it is about learning from each other, and really that's been our success in the past. I look at the Abbott EPD business. We brought that business in. It was different products than we've been in before. Some different channel. And really bringing that management team and that business in fold, we've been able to show we could do more together than they were doing on an individual basis. And I can assure you, I have all the confidence in the world that Meda will be that same story, and we look forward to coming with that very pretty picture around Q3.
Kenneth Scott Parks - Mylan NV:
And, David, on your question around the acquisition-related costs, I'll answer the question. I'll also point out that we filed our 10-Q concurrently with this call, and we have those details in there. But primarily, the biggest chunk of that $174 million of cost is really due to the financing-related acquisition costs around Meda. And we've broken out in there that we did some purchase of Swedish kronor ahead of time. We had an unrealized loss on that due to the movement in the currency over the time period, and also the fees related to the financing and the existing bridge loan facility that we took into place. All of that is broken out in the footnote there, but that is substantially all of the cost. And on the IFRS accounting side, as you know, we also prepare Mylan's books and records on both U.S. GAAP and an IFRS basis. We started that process last year. We will continue to basically just roll the Meda process into that. So we've already done it through the Mylan accounts, and we'll do it the same way with the Meda accounts.
Operator:
Thank you. Our next question comes from Greg Fraser from Deutsche Bank. Your line is open.
Gregory D. Fraser - Deutsche Bank Securities, Inc.:
Thank you. It's Greg Fraser on for Gregg Gilbert. I had a quick follow-up on the very robust Specialty sales. You commented on the strong demand growth and the price growth, and the inventories were normal. I just wanted to confirm that there weren't any one-time type items that helped sales in Q2. And maybe you could comment on how you're generally thinking about market penetration and growth potential for EpiPen over the longer term. Thank you.
Heather M. Bresch - Mylan NV:
No, I'll reiterate. There's nothing out of the norm when we look at our EpiPen business right now. And again, as we stated, we're going to have to continue to evolve until we get one year under our belt from the Auvi-Q recall because obviously how that plays out, especially in Q4, that will continue to evolve. As far as just the overall strength of EpiPen, I think as we've talked before, the brand equity of EpiPen, the life-saving nature of this important medicine, our continuing to educate and invest in the access to this product, I believe that EpiPen will be a very, very important product for a very long time. With that being said, I think as I said earlier in my remarks, we don't have a significant concentration from any one product or business segment at Mylan today. And as we continue to grow, just as now we're bringing Meda into the fold, EpiPen from a true dollar contribution will just continue to shrink. So again, there's no over-reliance on EpiPen as a brand. But I can tell you that there's every bit of focus on the role EpiPen plays in the lives and saving lives and then getting to as many patients as we possibly can. So that's what I would say about our EpiPen franchise.
Operator:
Thank you. Our next question comes from Umer Raffat from Evercore ISI. Your line is open.
Umer Raffat - Evercore Group LLC:
Hi, thank you for taking my question. Heather, what was the year-over-year organic growth for the Abbott EPD business? And then what was the organic growth for the Generics business excluding Abbott and excluding any tuck-ins year over year, one? And then perhaps one for Tony as well. Tony, so on generic Advair, Glaxo on their transcript recently said that they've absorbed a vast chunk of genericization effect through price reduction already on generic Advair. And they're saying the generics no longer have a straightforward "proposition". How do you think about that market going into first quarter next year and your PDUFA?
Heather M. Bresch - Mylan NV:
So, Umer, we have said, I think I've been pretty consistent on this for years as we bring in acquisitions. I think that as we did with Abbott, for that first year we broke out, so you could continue to see the growth from Mylan and the growth from EPD. But honestly, because of our robust integration processes and bringing these companies together, it's now Mylan legacy. So for me to sit here and try – that is what our business is. And like I said, Q3 we'll look forward to being able to now highlight Mylan in this platform and now bringing Meda into the mix. But it would be – it's just not even possible for us to break it apart that way anymore because we truly are going to market as One Mylan. And we've got strong products, strong brands that's complementing the retail segment, the physician channel, and now the OTC channel. So all I can say is that we continue to see robustness around these products that we've brought in, and we continue to grow them. And as far as Advair, I can't – I'll just say that obviously when you have an $8 billion – $9 billion brand product, we couldn't be more excited to bring the generic to an affordable alternative to market. And again, I think there will be significant barriers to entry just given the complex dynamics. And so I can't – I think it will be an incredible important product that we'll able to bring to patients.
Anthony Mauro - Mylan N.V.:
Maybe just to add, certainly throughout the last 20 years we've seen opportunities when brands came in and tried to be generics and when generics went against other generics. It's a voluminous competition field, we certainly realize that. And I don't think there's anybody based on our breadth of portfolio, based on our relationships with customers in the retail segment, the payer segment; that we're ready for it and we're excited about it and look forward for the opportunity to bring that product to market.
Operator:
Thank you. Our next question comes from Jason Gerberry from Leerink. Your line is open.
Derek C. Archila - Leerink Partners LLC:
Hi there, this is Derek on for Jason, just a couple questions. So first, could you provide the contribution from the Renaissance transaction in 2Q, and then just give some color on the growth profile of that business? And then second on biosimilars, you guys have made some regulatory progress there. What would it take to get you to take a larger stance in that market and maybe own 100% of the economics? Thanks.
Heather M. Bresch - Mylan NV:
So as far as Renaissance goes, no, we don't break out product-level contribution. As I said, we acquired 25 brands and generics and brought them in the fold June 15. And as I said, when you look at that combined with now the Meda assets in derm that we are bringing on board is really going to allow us to be a leader in that space. We think the derm space is a nice niche space. It's one that we didn't have critical mass around before. And again, just like all of our other product lines, bringing that kind of critical mass and combined with the critical mass we have around all these other therapeutic franchises, we're again just able to leverage them and maximize them from our global customers to meaning the most to our patients. As far as biosimilars, I would challenge that no one has doubled down in this field any more than we have. We now have access to up to 15 products, optimizing our global commercial platform. So we will continue obviously to invest very heavily. But I would suggest that we have more investment in biosimilars today and certainly as we look over the horizon from an R&D perspective.
Heather M. Bresch - Mylan NV:
Okay, thank you. Thank you, guys. We appreciate all your questions and look forward to seeing you soon.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone have a wonderful day.
Executives:
Kris King - Vice President-Global Investor Relations Heather M. Bresch - Chief Executive Officer & Executive Director Rajiv Malik - President & Executive Director Anthony Mauro - Chief Commercial Officer
Analysts:
Sumant S. Kulkarni - Bank of America Merrill Lynch Jami Rubin - Goldman Sachs & Co. Elliot Wilbur - Raymond James & Associates, Inc. Dana C. Flanders - JPMorgan Securities LLC Randall S. Stanicky - RBC Capital Markets LLC Ronny Gal - Sanford C. Bernstein & Co. LLC Umer Raffat - Evercore ISI Douglas Tsao - Barclays Capital, Inc. Andrew Finkelstein - Susquehanna Financial Group LLLP Jason M. Gerberry - Leerink Partners LLC Ami Fadia - UBS Securities LLC Tim Chiang - BTIG LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan N.V. First Quarter 2016 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session and instructions will be given at that time. As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Kris King, Customer Relations. Please go ahead.
Kris King - Vice President-Global Investor Relations:
Thank you, Ashley. Good morning, everyone. Welcome to Mylan's conference call discussing our first quarter 2016 earnings, 2016 guidance, and the proposed acquisition of Meda AB, which I will refer to as the Meda transaction. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Chief Commercial Officer, Tony Mauro; Paul Campbell, Chief Accounting Officer; and Colleen Ostrowski, Treasurer. During today's call, we will be making forward-looking statements. Such forward-looking statements may include, without limitation, statements about the Meda transaction; Mylan's related public offer to the shareholders of Meda to acquire all of the outstanding shares of Meda, which I'll refer to as the offer; Mylan's acquisition, which I will refer to as the EPD transaction of Mylan Inc.; and Abbott Laboratories' non-U.S. developed market specialty and branded generics business, which I will refer to as the EPD business; the benefits and synergies of the Meda transaction and the EPD transaction; future opportunities for Mylan, Meda for the combined company and products; and any other statements regarding Mylan's, Meda's, or the combined company's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Because forward-looking statements inherently involve risks and uncertainty, 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, uncertainties related to the Meda transaction and offer and the consummation thereof; 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; the integration of Meda and the EPD business being more difficult, time-consuming, or costly than expected; operating costs, customer loss, and business disruption being greater than expected following the Meda transaction and the EPD transaction; the impact of competition, situations where we manufacture, market, and/or sell products, notwithstanding unresolved allegations of patent infringement; any regulatory, legal, or other impediments to our ability to bring new products to market; any changes in or difficulties with our inventory of or our ability to manufacture and distribute the EpiPen Auto-Injector to meet anticipated demand; those set forth under Forward-Looking Statements in today's earnings release; and the risk factors set forth in Mylan N.V.'s annual report on Form 10-K for the year ended December 31, 2015 as amended; and our filings with the SEC. These risks and uncertainties also include those risks and uncertainties that are discussed in the offer document that has been filed with the Swedish Financial Supervisory Authority, and will be published by Mylan upon approval by the Swedish Financial Supervisory Authority; the Registration Statement on Form S-4 filed with the SEC on April 11, 2016 and as amended from time to time, and the EU prospectus to has been filed with the Netherlands Authority for the Financial Markets and will be published by Mylan upon approval by the Netherlands Authority for the financial markets. Except as required by applicable law, we undertake no obligation to update any statements made today, whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance and should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP. Please refer to today's earnings release which will be available on our website as it contains detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure. Let me also remind you that the information discussed in the call with the exception of the participant questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'll turn the call over to Heather.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thanks, Kris, and good morning, everyone. Mylan's results during the first quarter marked a great start to what we believe will be another year of double digit growth. However, before we walk through our results, I'd like to make a few comments regarding the macro environment surrounding our industry. First, I strongly believe that the rebasing of our sector was not only necessary, but helped draw distinction and differentiation amongst our peers. For far too long, one brush has been used across our industry and business models when, in fact, the business models have been very diverse. The investment community has taken a flawed approach of one-size-fits-all when it comes to the generics industry. The echo chamber around too good to be true results, stock prices and multiples has finally been silenced enough to allow investors to refocus on fundamentals and investment thesis. While not always popular, Mylan has always been consistent. We have been steadfast that a great company cannot be built quarter-by-quarter, and that well-run companies return great results for shareholders and other stakeholders. We laid out a vision almost a decade ago that our growth would come from creating scale in manufacturing and expanding the breadth of our portfolio to better serve patients around the world. And every acquisition we've done has complemented this strategy. Our results have demonstrated that our continued organic investment coupled with inorganic opportunities have delivered short-, middle- and long-term growth. We appreciate that when applying a broad brush, there is investor concern of little to no growth in the generics industry. With that said, our strategy has resulted in Mylan delivering consistent double-digit earnings growth. Most importantly, it is on the back of our last decade of hard work to vertically integrate our products, build out our manufacturing capabilities, invest in one of the broadest portfolios of complex molecules, all while maximizing our geographic footprint and commercial excellence in all distribution channels, that we have managed to differentiate ourselves from the pack and position ourselves for continued growth well into the future as the true leader in our space today. In other words, we have not built a company on any one product or one practice. Instead, we have focused on diversifying and building one of the industry's most efficiency and effective engines, one that's just getting started. The reality of healthcare is that access to medicine is needed now more than ever around the globe, from our aging population to living longer healthier lives, making access the fundamental pillar for future growth. This is precisely why Meda is the right next strategic addition to our platform. Geographically, we will gain a more balanced and expanded presence and we will become a leader in the global respiratory allergy market and achieve scale in many other therapeutic areas, including a billion-dollar OTC business. With that, I'd now like to turn to our performance during the quarter. On the top-line, we delivered total revenues of $2.2 billion, a year-over-year increase of 19% on constant currency basis. That was fueled by double digit revenue growth in our Generics and Specialty segments, including positive growth in all of our regions. Total revenues were unfavorably impacted by foreign currency translation by approximately $33 million compared to last year's first quarter. On the bottom line, we delivered adjusted net earnings of $386 million or $0.76 per adjusted diluted share, a year-over-year increase of 9%. This strong quarter was achieved despite delays in certain product approvals as we continue to leverage our unique global operating platform and diverse mix of assets to take advantage of opportunities in markets around the world. Given our strong first quarter performance and strong momentum, we remain committed to our 2016 guidance metrics, including our adjusted diluted EPS guidance range of $4.85 to $5.15. Turning to Meda for a moment; many of you know that the company reported first quarter results this morning. They were very much in line with our modeled expectations for the business as its dynamics were well-known and understood by us. Notably, Meda reported strong performance from top products such as Dymista and Betadine, as well as nice turnaround performance in Italy and solid execution in emerging markets. We continue to believe that Meda is a scarce, high-quality asset and we remain fully committed to look to and look forward to completing the deal. Further, there's no change whatsoever to any of our expectations for the combined business. As stated previously, we expect the deal to be immediately accretive to Mylan's adjusted earnings with accretion increasing significantly after the first full year as synergies are realized. All of our public and private filings with respect to Meda deal remain on track, and we expect to publish the offer document later this month. In addition, we expect to obtain all relevant clearances prior to the end of the acceptance period which would keep us on track to close the transaction by the end of the third quarter. We also look forward to hosting our next Investor Day event after the close. I'd like to now take the opportunity on behalf of Mylan's board and entire leadership team to thank all of our employees around the world for their outstanding teamwork and execution during the quarter and for their continued commitment to our cause. I also note that we continue to attract exceptional leaders from outside as well, and today we announced that Ken Parks will join our team as Chief Financial Officer effective June 6. Ken's deep functional expertise, strong leadership ability, experience leading organizations through change including overseeing significant acquisitions and expansion into emerging markets, and his impressive track record operating in complex, global cultures and manufacturing environments will make him an outstanding addition not only to our very strong global finance team but to Mylan overall. With that, I'll now turn the call over to Rajiv.
Rajiv Malik - President & Executive Director:
Thank you, Heather, and good morning, everyone. As Heather indicated, our business continues to perform strongly across all areas reflecting the powerful global manufacturing, R&D and commercial infrastructure we have in place and the opportunities we are seeing to leverage our expensive product portfolio across our geographies and channels as one Mylan. In our North America Generics business, sales totaled $920 million, a year-over-year increase of 8% growth gained primarily from sales of new products and to a lesser extent from incremental sales of established products while the pricing environment was consistent with our expectations and guidance to you. In Europe, sales totaled $588 million, a strong year-over-year constant currency increase of 47%. This result was mainly due to incremental sales from established products and to a lesser extent, sales from new products. In Rest of the World, sales totaled $421 million, a year-over-year constant currency increase of 15% driven by incremental sales from established products, new product launches and volume growth in Japan and Australia. Increases were partially offset by lower pricing throughout the region and a decrease in sales volume from our operations in India on account of some delays in HIV tenders. Specialty segment revenues totaled $248 million, a year-over-year increase of 17% that resulted from higher sales of EpiPen and Perforomist Inhalation Solution. We were happy to see that in the most recent quarter, each of our commercial regions increased their market share in terms of volume as they continue to outpace market growth. This shows again how the vertically integrated diversified platform, broad product portfolio and commercial skill across our regions is truly differentiating Mylan from the competition. We also continue to make good progress on leveraging the opportunities from established products business acquired from Abbott, as well as women's healthcare businesses acquired from Famy Care. And we are now preparing for the expected completion of the proposed Meda acquisition in the third quarter. I would like to note that similar to all of our past transactions, we will apply Mylan's distinct approach to our integration of Meda. We believe that this approach, which is built on a foundation of mutual respect for people, the markets we operate in, and the stakeholders we serve, is part of what makes Mylan so special and what has made our transactions so successful. By doing things this way, we'll once again quickly and efficiently integrate the Meda platform to a One Mylan approach. With the addition of Meda to all of the other strategic assets we have put in place over the past decade, we believe we now have in place the essential components key to successfully delivering on our mission and strategy and our goal of continuing to create exceptional value for shareholders and stakeholders while we continue to look for opportunities to further enhance our business to certain geographies or product areas such as dermatology. The foundation we have in place is second to none and we are very excited to demonstrate what we can do with this exceptional platform. Finally, we continue to execute on our strategic growth drivers and made good progress against many of these during the quarter. Let me highlight just a few of these. Turning to our biosimilars portfolio which is one of the industry's most robust and diverse. With our Biocon partnership and Momenta collaboration announced in January, we have a combined portfolio of 15 biosimilar and insulin analog generic products in development with a current total brand market value of more than $75 billion in worldwide sales, positioning us to be a potential global leader in the biosimilar space. We continue to operationalize our partnership with Momenta and have commenced scientific collaboration and kicked off the joint governance of these programs. These interactions have further reinforced the excellent cultural fit of this partnership. We also continue to successfully execute on our various programs with Biocon. The pegfilgrastim product met its primary endpoint in global Phase 3 clinical study. For our insulin glargine product, the 24-week data from the type 1 diabetes clinical study is now available and we met the primary and secondary endpoints whereas the data from the type 2 diabetes clinical study will be available in the near future. The results for the clinical study with trastuzumab product are now available and will be presented as a late-breaking abstract in an oral presentation session at ASCO 2016. We look forward to providing you with additional updates as these applications are filed. In the respiratory space, most notably, we announced during the quarter that our ANDA for our generic Advair Diskus has been accepted by FDA and FDA has provided a GDUFA goal date of March 28, 2017. While we note that there has been one more subsequent filer, our ongoing dialog with the FDA and the progress of our program gives us continued confidence that Mylan will be the first to bring to market an AB-rated substitutable generic form of Advair Diskus. Finally, I also would like to thank our committed and talented global workforce for their significant contributions to our business and mission during the quarter. With that, I will turn the call over to Tony Mauro, our Chief Commercial Officer for some additional perspective on commercial landscape and pricing environment.
Anthony Mauro - Chief Commercial Officer:
Thank you, Rajiv. As you heard, our commercial platform continued to deliver for us in each of our key regions demonstrated by the continued strength and resilience of the Mylan business around the world, as well as our ability to continue to [thrive]. Because there's been much talk about the pricing environment throughout our industry across both the Generic and Specialty segments, especially here in the U.S., I would like to address this right up front. As Heather noted, not all generic companies are created equally. For our part, we expect to continue to benefit from the scale and diversity of our business and portfolio, our reach across customer channels and our unmatched operating platform and supply chain infrastructure, which gives us greater scale and control of our cost of goods sold and our time to market. We have created this highly differentiated model from focus execution against our strategic plan over the last 10 years and investment in scale and diversification which will become even more important going forward. Therefore, I'd like to make clear that consistent with the guidance we laid out for 2016, we continue to see nothing out of the ordinary to change our generic pricing assumptions of low to mid-single digit erosion for the full year. Our performance this quarter, both in the U.S. and globally, was right in line with these expectations. With regard to EpiPen, we continue to maintain our strong leadership position in the marketplace through the first quarter. We are very pleased with the strong volume growth in this product and see continued growth throughout the year. We also see significant opportunities to continue to expand this market to tap into more than 20 million patients at risk. Looking ahead, we believe Mylan continues to be uniquely positioned to compete within today's market environment. We have found both our global and domestic customer needs to be closely aligned with what Mylan offers in terms of product breadth and quality and our ability to consistently deliver service and reliability around the world. We also continue to believe in the benefits of our One Mylan approach and have created a unique commercial operating platform to cross sell our portfolio across therapeutic franchises and customer channels. Thank you, and I will now turn the call back to Heather.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thank you, Tony. I'd like to take you through a few additional financial highlights for the quarter before turning to Q&A. Adjusted gross margin for the first quarter of 2016 was 54%, up approximately 100 basis points from the prior-year quarter due to the positive incremental contribution from established products and new product introductions. We expect our full-year adjusted gross margin to be in line with our previously communicated guidance range. R&D expense on an adjusted basis was approximately 8.6% of total revenues for the first quarter and an increase as a result of incremental expense from our investment in established products as well as continued investment in our respiratory, insulin and biologics program. At the same time, SG&A, also on an adjusted basis, was approximately 23% of total revenues for the quarter. The increase in SG&A from the prior-year period is due primarily to incremental expense from established products in this year's first quarter. We anticipate R&D and SG&A, each on an adjusted basis and as a percentage of total revenues for the full year of 2016, to be within the guidance metrics we communicated in February. Turning to cash flow and liquidity, adjusted cash provided by operating activities totaled $202 million for the first quarter. Capital spending was up slightly as compared to the prior year at $52 million as we continue to invest in our businesses and growth drivers. As of the quarter's end, our debt to adjusted EBITDA leverage ratio was 2.4 times. We have no amounts outstanding on our accounts receivables, securitization and revolving credit facility. And we have full access to the $1.2 billion of cash on our balance sheet. We continue to have ample borrowing capacity and financial flexibility. And as a reminder, we have fully-committed financing to fund the proposed acquisition of Meda. Subsequent to March 31 of this year, the warrants associated with our cash convertible notes, which matured in September of 2015, were settled, resulting in the issuance of 17 million ordinary shares. The dilutive impact of the warrants is included in our diluted share count for the quarter ended March 31 and was assumed in our guidance. With that, I'll now turn the call over to the operator to take your question.
Operator:
Thank you. Our first question comes from Sumant Kulkarni of Bank of America. Your line is open.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Good morning. Thanks for taking my questions. First one, actually both for Rajiv. So, first, could you say how much of an opportunity still exists in expanding margins within the Mylan base business, given that you've done a notable job there after you acquired Merck KGaA? And second, you called out dermatology in your remarks. What are some of the specific ways in which the company could become a stronger player in that therapeutic area?
Rajiv Malik - President & Executive Director:
So, let me start with the first one. I think we have not lost our focus after integrating Merck. And we have not lost our focus on continued ways and means to optimize the parts, leverage our assets in the best possible way and not lose our sight on the cross-margin and the cost of goods line. So we continue to see opportunity as we bring more and more complex products, as we bring more and more strategic product internally to vertically integrate. We see more opportunities. Now, from – on the dermatology, other than having many organic R&D-incubated opportunities which we already seen coming to life, we continue to look out for enhancing and strengthening this portfolio in a strategic way. So, we're looking for a group of portfolio, product portfolio of families around dermatology to further strengthen this line of the business and are out there to look for more and more opportunities in this space.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Thanks.
Operator:
Thank you. Our next question comes from Jami Rubin of Goldman Sachs. Your line is open.
Jami Rubin - Goldman Sachs & Co.:
Thank you. I have two questions. Heather, for you first, on Meda, we all did see the numbers this morning and they did look pretty weak. You did mention that they were in line with your expectations. But I guess if you can just give us a little bit of comfort that – we saw Perrigo lower their earnings expectation in part due to Omega. Omega's business is not that much different from Meda. So, why are you so confident that Meda to Mylan is not Omega to Perrigo? If you can give us a little bit more color around your thoughts as to why you can turn that business around. And then secondly back on the U.S. pricing dynamics, why is the environment different from you than it is for some of the niche players such as companies focused mostly on dermatology or narcotics? It seems that that's where the pressure is coming from, but maybe you could comment on that further. Thanks.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure Jami. Thank you. So, first let me address your Meda question. As we stated, their results were very much in line with our expectations. I think one of the disconnects is that the Street, or here in the United States, had not followed Meda's business all that closely and then certainly, post our announcement of acquiring them, I think there's been no following of the business. So I think there was just a real disconnect with consensus as to what Meda was expected to do. As far as the businesses, I would differ that Meda and Omega don't look alike really at all. Meda, as we said when we announced the acquisition, is a very diverse company with no concentration in any one country or any one product portfolio. It's truly spread out over hundreds of products that allow us to truly build critical mass in some continued very important countries for us, especially throughout Europe, and then as we mentioned emerging markets, a presence that we had not been in. So, I would first start out with the businesses look totally different. With that being said, I think we've been very clear that Omega was a great asset. But you can put a wrong driver in charge of that asset. So, I can't comment. I'm not running Perrigo or Omega. What I can tell you is that our track record of integrating very large, diverse European business started almost 10 years ago with our acquisition of Merck KGaA which I would hope that we would all sit back and say that we did a great job of not only integrating them, but continuing to deliver double-digit growth over the last 10 years. So, look, we are committed 1 billion percent to bringing the Meda asset in. As we've always said, it's not what the company's doing on a standalone basis. It's what we're going to do as a combined platform. And we believe the Mylan-Meda platform will continue to be one of the most diversified and differentiated ones in our industry. As far as pricing, look, I agree there's pressure. There's pressure on companies that have had a very, very niche concentration on a portfolio and have, I think, in many cases executed practices that are not sustainable. And I think we've talked about that for a long time. And I think as we – as I wanted in my opening comments to really resonate, I hope, with the investment community to say to really step back and take a look at companies who have – are making most of the products they sell, integrated a true global supply chain, meaning we control our own destiny, versus companies that are doing nothing but in-license products for all of their products, or acquiring products and after they acquire them cutting all of the R&D, the people, everything associated with it. So, what I really was trying to call out this morning is over the last decade of us investing in products, R&D, and people, manufacturing, CapEx, over the years, I won't say that we didn't take our fair share of criticism that we maybe were investing too much. Maybe we were investing too much capital in our manufacturing operations and Paragraph IVs and injectables and complex products. And I would stand here and hope that as we look back at the last 10 years of growth that we've achieved, and more importantly, the growth that we see going forward. We've put targets out there that continue to show a very robust growth platform. And we believe, as I said earlier, we're just getting started. The runway out there for us to add more products, more dosage forms, more therapeutic areas to truly leverage now the platform we have in place is just, again going to accelerate that growth trajectory. Thank you.
Operator:
Thank you. Our next question comes from Elliot Wilbur of Raymond James. Your line is open.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks. Good morning. Maybe just following up on your commentary around targets, Heather, and going back to full year guidance, you had talked about, I think, essentially 20% top line growth in the entire Generics segment. And then thinking about, based on what you guys put up today and what that implies for the remaining three quarters of the year, certainly implies a pretty significant acceleration in terms of year-over-year growth. Essentially a doubling of the rate in the first quarter. And I guess one of the key dynamics there, or the largest factor in terms of bridging revenue growth was new product launches. Maybe you could just talk a little bit about where you are versus original expectations on the new product cycle at the beginning of the year. And just remind us for the balance of the year, what are some of the key known new product drivers?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thank you for that question. I will tell you that we remain completely on track with the guidance we gave. As you remember, historically, if you look back over the last couple of years, the phasing of our quarters have been very similar. From Q4 to Q1, we then step up to Q2, Q3 and Q4. Q3 typically, obviously with the EpiPen contribution, is seasonally our highest quarter. But look, we have a significant amount of new product launches, new business and volume growth. I mean, we continue to see volume growth as well as taking, as we've talked about, the price erosion that we had put in our guidance from the beginning. So, from our perspective, it's not about any one particular product. Again, we've got many, many different launches across the globe, so it's mainly here in the United States as well. And as I said, from everything we see today, we are completely on track to all the guidance ranges we gave you for the year.
Elliot Wilbur - Raymond James & Associates, Inc.:
Can I ask a second question as well, Heather, just real quickly?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure.
Elliot Wilbur - Raymond James & Associates, Inc.:
Earlier in the year, you had talked about potential competition to EpiPen in the form of a BX-rated product. And I don't know if you had something specific in mind or if that was just general conservatism, but if there's anything new there in terms of your line of sight on potential competitive assets to EpiPen. Thanks.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure. And in the context of talking about a BX, it was in the context of Teva saying that they were going to have an AB rated. And I think that I certainly have maintained that I think the bar to get an AB-rated product is very, I believe very high given the regulatory guidelines with the FDA in a device drug product. So, and obviously, as we've said before in a life-saving device. So, we believe that as they continue to talk about AB that if anything, we would be – take the financial responsible thing and put a BX in there. I think even to their most recent commentary, they've really taken that off the table to, at the earliest, the end of the year, if not 2017. So, we continue, as Tony mentioned in his commentary, continue to be very excited in EpiPen. We'd continued to invest in that product and to continue to educate, build awareness. And you know I think if you just look at the amount of – if you look at just our school program and the amount of EpiPens that we've been able to distribute to the public school system, and the amounts of lives that have been saved due to it. I mean, so we believe the investment has been well worthwhile and that the community continues to resonate to the education and awareness. And as we've said, there's over 20 million lives at risk. So, we believe that our just growth in the continued market size gets significant runway.
Operator:
Thank you. Our next question comes from Chris Schott of JPMorgan. Your line is open.
Dana C. Flanders - JPMorgan Securities LLC:
Hi. Thanks. This is Dana Flanders on for Chris. Can you just comment the Treasury regulations that came out last month and how you see the proposals impacting the industry and Mylan more specifically as it relates to M&A? And then is there any impact to Mylan's longer-term tax rate with some of the proposed rules around earning stripping?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah, no. Thank you. We see no effect, obviously, on Mylan or our inversion from the Treasury rules that came out. I think we've also been vocal about that we don't think a Band-Aid fix to the tax code is the right thing for the industry from a global competitive perspective. So I would continue to hope that the next administration takes a much more holistic view at the tax code and makes the United States a competitive place to do business, not a place to handcuff you to stay here. So that would be our comment on inversion. And as far as we'll continue, nothing changes about the guidance that we've currently given on our tax rate or any of the other ranges that we've given. And going forward, if there's any impact, we'll be sure to communicate that.
Operator:
Thank you. Our next question comes from Randall Stanicky of RBC Capital Markets. Your line is open.
Randall S. Stanicky - RBC Capital Markets LLC:
Great. Thanks. Heather, just a bigger-picture question for you. The U.S. generics sector remains fragmented. Obviously, you are one of the market leaders. As we see approvals come through over the next couple of years, I guess a question. Understanding that you are positioned differently and you guys see a stable outlook for profitability, do you think that the sector profitability could come under pressure? And then two, do you think that's going to drive consolidation amongst some of the middle-tier players? And do you guys plan to continue to participate in that consolidation? Thanks.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah. Thank you, Randall. We absolutely believe consolidation will continue, I think not only just from a U.S. perspective, but from a global perspective. I think as you step back and look at the dynamics of this industry today, I mean they are just significantly different than they were just a few years ago. Everything from our customer base that continues to consolidate and have a global footprint, there needs to have a global partners that can truly marry up an effective and efficient supply chain, cost of goods, the breadth of portfolio while not losing sight of investing in the complex products like a generic Advair, bringing to the market. So, I believe that there will be a continued consolidation around the globe. And we absolutely plan to continue to participate. What we've said is that given the platform, both operational and commercial platform that we've built today, that it's easy to now complement it with bolt-ons that allow us to continue to grow critical mass, just like we're doing with over-the-counter business. As we bring in the Meda and now have a billion-dollar franchise, we'll be able to continue to think about the best ways to continue to grow that channel throughout the globe. So, yeah, I think there's going to be much more consolidation and I think that the global players with global scale, which is why we do really believe we've differentiated ourselves. And it took 10 years; it's not a flip of a switch. Companies may want to change their business models, but to change business model, you've got to be willing to take the time and the investment needed to truly change your business model.
Operator:
Thank you. Our next question comes from Ronny Gal of Bernstein. Your line is open.
Ronny Gal - Sanford C. Bernstein & Co. LLC:
Hi. Good morning and thanks for taking my question. I have two of them, first for Tony. Tony, when I can look at your progress through the year on the public demand, I see Nuvigil, Kaletra, Benicar, Benicar HCT, Copaxone and Estrace as potential launches during the year of material size. Anyone else you'd like to highlight just so we have the right launches in place? And second, for Rajiv. Rajiv, I think Biocon mentioned on their call, they're going to file insulin glargine soon as part of your partnership. Can you just confirm to us you have both the vial and the pen as product? Obviously, there's a different IP situation on both, so it's kind of important to tell if you got both.
Anthony Mauro - Chief Commercial Officer:
Yeah. Thanks, Ronny. As it relates to 2016 launches, I think we have a very robust launch plan phasing throughout 2016, and we look forward to those opportunities to bring new products to customers across all of our markets.
Ronny Gal - Sanford C. Bernstein & Co. LLC:
Any other ones you care to highlight as important launches?
Anthony Mauro - Chief Commercial Officer:
Not specifically.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Ronny, I think as we've said, we are well beyond being about any one product or launch. I mean, we're launching hundreds of products around the globe. And so I think again, as you look at more of the channels we're operating in from hospital with our injectable business to the retail business, on to our specialty, Rx business, I mean it's truly a holistic One Mylan that's allowing us to manage and absorb the volatility within the marketplace.
Rajiv Malik - President & Executive Director:
And, Ronny, on insulin, we remain on track to bring forth as well as the file very soon both in Europe as well as the U.S. And also I would like to highlight that Japan approving insulin of that is the same .
Operator:
Thank you. Our next question comes from Umer Raffat of Evercore ISI. Your line is open.
Umer Raffat - Evercore ISI:
Hi. Thank you for taking my question. Maybe first one for Rajiv. Rajiv on your generic Advair trial that's posted on ClinicalTrials.gov, it seemed like the enrollment was done only in 18-plus-year-old patients. Just wanted to understand, I mean FDA guidance seems to imply 12-plus, and I wasn't sure if that was just semantics on the ClinTrials website or if you have an additional bridging study beyond for the 12 to 18 year olds, number one. And then a couple of follow-ups. One was just in general, on the reclassification of Brazilian operation into North America. Just wanted to understand that and then also the cash flow conversion this quarter. Thank you.
Rajiv Malik - President & Executive Director:
So, I will only – I don't know what specifically you're talking about but our study is very much in line with the guidance issued by the FDA and there is no separate bridging study just from that point of view.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah, no, and Umer, as far as Brazil goes, if we're down to talking about things that represent 1% of our revenue, I think we're doing pretty good. So, there is no, obviously, significant impact whatsoever from the reclassing of the Brazil operation. And as far as cash flow, I think it's all expected. We had some timing issues around inventory build and some of the product launches, but certainly nothing out of the ordinary, whatsoever.
Operator:
Thank you. Our next question comes from Douglas Tsao of Barclays. Your line is open.
Douglas Tsao - Barclays Capital, Inc.:
Hi, good morning. Thanks for taking the questions. Just maybe, Rajiv, as a starting point, just could you provide some perspective in terms of timing for the filings for glargine, pegfilgrastim and trastuzumab in the U.S. in particular?
Rajiv Malik - President & Executive Director:
I would say all, pegfilgrastim, trastuzumab and glargine are very much on track and we'll be filing in the next few months.
Douglas Tsao - Barclays Capital, Inc.:
Okay. Great. Thank you very much.
Operator:
Thank you. Our next question comes from Andrew Finkelstein of Susquehanna. Your line is open.
Andrew Finkelstein - Susquehanna Financial Group LLLP:
Hi, and thanks for taking the question. I was hoping that you could speak a little more specifically about the dynamics with generics in the U.S. As we look at the gross margin, there's obviously a lot moving parts depending on the timing of launches. But is the price erosion you're seeing or product mix a bigger factor in the gross margin development, particularly as we look on a year-on-year basis? And then in this environment where the customer picture has changed, how do you feel about the visibility on results for the rest of the year given we are seeing an increase in and approvals out of FDA which could mean new competition on some of your existing products over the course of the year? How much does that affect your planning assumptions for what the base portfolio is going to provide?
Heather M. Bresch - Chief Executive Officer & Executive Director:
No. Thank you. Look, I think there's been significant confusion both with the investment community and Washington when it comes between generics and specialty products. I think that as we look at some of the hearings that have taken place, at some of the dynamics and some of the discussions have all been around specialty products or one-player products. So, when you step back and look at the generics portfolio, the generic industry today represents 88% of the volume of all drugs dispensed in the United States. We've saved over $1.5 trillion over the last 10 years for the U.S. healthcare system and we today represent 28% of the pharmaceutical spend which is only 10% of our healthcare spend. So, when you really drill down to, generics have continued to be the backbone of this system. We have continued to have products that continue to face competition and that's why we said mid- to single-digits has been our price expectation. It's been that way for the last several years. It's been very stable and as we came into this year, we said we see that remaining the same, that stability around pricing, but not for everybody. And this is, again, why I think we're trying to do the best we can to help everyone understand and distinguish between companies. Companies who are focused on very small niche areas, focused on practices that are not sustainable, practices that they now have to take out of their future guidance which is showing no growth for certain companies has no bearing on a Mylan and the platform that we've built with having hundreds of products here in the United States, continuing to launch many, many new products, both that are high barrier to entry and afford the opportunity to continue to have, whether it's higher gross margin or complement our current platform. Is why we believe it's the right inflection point and why I truly believe the rebasing of this entire sector was needed to allow, I think, this refocus and the visibility around truly individual business models. I think the investment community did a pretty good job beginning to differentiate between brand pharmas, whose expertise was in what, from an R&D perspective, from a manufacturing perspective and I truly believe that when you apply that same lens to our industry, it's going to become much more clear about the companies who do have a sustainable, long-term growth future ahead of them, and we believe Mylan leads that space. Far as our customers go, the consolidation and their needs completely marry up and enure to our benefit. Our global customers have global demands. The needs to be able to have high-quality, effective and efficient supply chain, have products where they need it when they need it, that time to market has never been more critical. And we, again, have put a global supply chain to meet those demands. I think our customers are recognizing it. And I think that it's about looking at our whole basket of products. So, yes, the FDA is going to continue to approve products. Mylan's got one of the largest pipelines waiting for approval with the FDA. So, we're looking forward to them hitting that backlog and getting products to the market. And again, we believe we'll get our disproportionate benefit because of the breadth of our current basket of business that we do with our customers today.
Operator:
Thank you. Our next question comes from Jason Gerberry of Leerink Partners. Your line is open.
Jason M. Gerberry - Leerink Partners LLC:
Hi. Good morning, and thanks for taking my questions. Two for me. Just first maybe for Rajiv. On Advair, do you believe that you'd be entitled to six months of regulatory exclusivity if, in fact, you get an approval on your action date which is a little bit ahead of the competitor's action date? And then I apologize, but on my second question, I might have missed this, but can you just explain the Rest of the World Generics line, the sequential weakness of about 26% Q-over-Q. I know that the 1Q tends to be a little softer than the 4Q. But that was a bit further down than we expected for the quarter. Thanks.
Rajiv Malik - President & Executive Director:
Okay. Let me – on Advair, I think we have a head start from filing an acceptance but we don't have a head start from the six-month exclusivity from – because it's not a Paragraph IV certification. But we might have a market exclusivity just because of that head start and where we are with the fine. The second one was both...
Heather M. Bresch - Chief Executive Officer & Executive Director:
The emerging, Rest of World.
Rajiv Malik - President & Executive Director:
The emerging markets. It's a timing issue. It's nothing but a timing issue. It's some delay in the launch of tenders where we already have the contracts, but there's a delay in the launch of some of the tenders in our HIV business in those emerging markets. So, it's nothing more than that. Our commercial business in India and other emerging markets are going pretty well. You saw our HIV business where we saw some delay in the launch of those tenders.
Operator:
Thank you. Our next question comes from Marc Goodman of UBS. Your line is open.
Ami Fadia - UBS Securities LLC:
Hi. This is Ami Fadia on behalf of Marc. Two questions. Firstly on EpiPen, where are we on inventory levels and the changes impact to the quarter? And secondly, could you give us some color on some of the key markets in Europe such as France, Italy, UK, et cetera? Thank you.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure. As far as EpiPen goes, there's no issue with inventory. We never did have any issue with inventory. I think there was, again, a bit of a disconnect and some of the models had gotten it wrong. And I think that most of those have been corrected, at least as far as we can see. But our EpiPen inventory levels are very, very much in line with our normal business as they always have been. As far as Europe goes, Rajiv, do you want to?
Rajiv Malik - President & Executive Director:
Yeah. On France, we saw some pretty strong growth from our existing products and the volume and the market share perspective. We saw very strong growth in UK whereas our Italy was pretty stable and in line with the market growth.
Operator:
Thank you. Our final question comes from Tim Chiang of BTIG. Your line is open.
Tim Chiang - BTIG LLC:
Hi. Thanks. Heather, in the past, you've talked about vertical integration being a very important aspect to Mylan. How does vertical integration sort of play into this acquisition with Meda? I mean, would you be able to bring in some of the manufacturing that Meda has in-house?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah. No. Thank you. Very much so. I think that it, both from a vertical integration as well as just our manufacturing operating platform. So there's two aspects of that. Vertical integration means that we're producing our own API that goes into the finished dosage form and then manufacturing our finished dosage form, or we're acquiring API from a third party but still manufacturing our finished dosage form. And the multitude of finished dosage forms that we now are capable of span by the dozen, so from oral solid to injectables, to extended release, to topicals. So we've continued to really invest and build out that capability. And so what we see, again as being this differentiator, controlling our own destiny through being able to manufacture, perhaps vertically integrate as well our global supply chain is what really gives that – gives us that head start or that advantage from a cost of goods perspective and the efficiency around it. So, just like we did with the Merck business, we were able to look at products that we could either consolidate that buying, we could bring alternate manufacturing in-house and be able to really leverage again our platform. Today, even more so than eight years ago because our manufacturing footprint has expanded dramatically, ten-fold since we did the Merck acquisition. So, our ability to bring the Meda's line which they do very, very little manufacturing. Most of their products are in-license. Again, that's just another added benefit of Mylan and Meda joining forces to really be able to optimize the operational and commercial platform that we've put in place.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thank you very much for joining us. We'll look forward to seeing you soon. Thank you.
Operator:
Ladies and gentlemen, thank you participating in today's conference. This concludes today's program. You may all disconnect. Everyone have a wonderful day.
Operator:
Good day, ladies and gentlemen, and welcome to Mylan's conference call discussing 2015 earnings and the proposed acquisition of Media A.B. (sic) [Meda A.B.] [Operator Instructions] As a reminder, today's program is being recorded.
I would now like to introduce your host for today's program, Kris King, Vice President, Global Investor Relations. Please, go ahead.
Kris King:
Thank you, Jonathan. Good afternoon, everyone. Welcome to Mylan's conference call discussing our 2015 earnings, 2016 guidance and our proposed acquisition of Meda A.B., which I will refer to as the proposed transaction. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Executive Vice President and Chief Financial Officer, John Sheehan; and Chief Commercial Officer, Tony Mauro.
During today's call, we will be making forward-looking statements. Such forward-looking statements may include, without limitation, statements about the proposed transaction, Mylan's related public offer to the shareholders of Meda to acquire all the outstanding shares of Meda, which I will refer to as the offer; Mylan's acquisition, which I will refer to as the EPD transaction of Mylan Inc. and Abbott Laboratories' non-U.S. developed market specialty and branded generics business, which I will refer to as the EPD Business; the benefits and synergies of the proposed transaction; and the EPD transaction, future opportunities for Mylan, Meda or the combined company and products; and any other statements regarding Mylan's, Meda's or the combined company's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and targets for future periods. 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, uncertainties related to the proposed transaction and offer and the consummation thereof; the ability to meet expectations regarding the accounting and tax treatments of the EPD transaction and the proposed transaction; changes in relevant tax and other laws; the integration of Meda and the EPD Business being more difficult, time consuming or costly than expected; operating cost, consumer loss and business disruption being greater than expected, following the proposed transaction and the EPD transaction; the impact of competition, situations where we manufacture, market and/or sell products, notwithstanding unresolved allegations of patent infringement; any regulatory, legal or other impediments to our ability to bring new products to market; any changes and/or difficulties with our inventory of or our ability to manufacture and distribute the EpiPen Auto-Injector to meet anticipated demand; those set forth at our forward-looking statements in today's earnings release and the risk factors set forth in Mylan N.V.'s quarterly reports on Form 10-Q for the periods ended March 31, 2015, and June 30, 2015, as well as our other filings with the SEC. These risks and uncertainties also include those risks and uncertainties that will be discussed in the offer document to be filed with the Swedish Financial Supervisory Authority, the Registration Statement on Form S-4 to be filed with the SEC and the EU Prospectus to be filed with the Netherlands Authority for the Financial Markets or another competent EU authority. Except as required by applicable laws, we undertake no obligation to update any statements made today, whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's earnings release and the presentation used during today's call, both of which will be available on our website as they contain detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure. Before I turn the call over to Heather, let me also remind you that the material in the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'll now turn the call over to Heather.
Heather Bresch:
Thank you, Kris, and good afternoon, everyone. Thanks for joining us. We have a lot of great news to share with you today. We'll be discussing the Meda transaction, reviewing highlights from 2015 and providing guidance for 2016 with or without Meda, given that we expect to close by the end of Q3 this year.
Turning first to the transaction we just announced. We have agreed to acquire Meda, a leading international specialty pharmaceutical company, via a recommended public offer and a transaction valued at $9.9 billion. We are receiving, including synergies, approximately $1.1 billion in EBITDA. In addition to the Meda Board's recommendation, I'm pleased that Meda's 2 largest shareholders, representing approximately 30% of outstanding shares, had irrevocably committed to tender into the offer and intend to remain long-term shareholders of the combined company. The strategic rationale for a combination of Mylan and Meda has long been very clear. In addition to being partners since 2011 on EpiPen in Europe, we have had numerous discussions over the years about other ways to collaborate, including our proposal to acquire the company in 2014. Since 2014, the rationale for this combination has only been further enhanced by Meda's acquisition of Rottapharm and our acquisition of EPD, with the ability to leverage this infrastructure, especially in Europe and emerging markets. This combination continues to accelerate the execution of the vision and strategy we've laid out over a decade ago. The global competitiveness of our industry and consolidation of our customer base continues to drive the importance of scale, and this combination creates a global pharmaceutical leader with 2015 combined revenues of $11.8 billion and adjusted EBITDA of $3.8 billion, a portfolio of more than 2,000 products and critical mass across all commercial channels, including a $1 billion OTC business. By offering one of the industry's broadest portfolios of products across all customer channels, including Rx, GX and OTC, we'll be able to mean even more to our customers, which is increasingly important in light of the evolving payer and distributor environment. Geographically, we're gaining more balance and expanded global footprint with an even stronger presence across Europe, a leading U.S. specialty business and an expanded presence in emerging markets, including several new and attractive ones such as China, Southeast Asia, Russia, the Middle East and Mexico. Together, we will also become a leader in the global respiratory allergy market and achieve scale in many other therapeutic areas, including dermatology and pain, offering us even greater opportunities for growth in these categories. As you know, we have always been very active in looking at various opportunities. We revisited the Meda opportunity this past summer and continued conversations throughout the fall. During this time, the fundamentals and the inherent value from this combination become even more apparent the more we dug into the business during due diligence, leading to our announcement today. This combination will create tremendous value for our shareholders as well as other stakeholders. On a cash flow basis, at 12.9x 2015 adjusted EBITDA and 8.9x adjusted EBITDA with synergies, we expect to achieve substantial annual operational synergies of approximately $350 million in year 4. We believe we are paying an attractive multiple that is in line with market precedents for such scarce, high-quality assets. The transaction is expected to be immediately accretive to Mylan earnings, with accretion increasing significantly after the first full year 2017 as synergies are realized. Most importantly, the transaction creates the opportunity to achieve $0.35 to $0.40 accretion in 2017 and to accelerate achievement of our previously stated $6 adjusted diluted EPS target to 2017 versus 2018. We expect to see accelerated earnings and EBITDA growth going forward as well as substantial cash flows and enhanced margins. Even with the financial commitment to this transaction, we still have ample financial flexibility for business development activity, for additional share buyback, all while keeping our commitment to investment grade. Giving our long history together, we know Meda's business, their people and their culture extremely well, and we believe that we will be able to quickly and smoothly integrate this business. I look forward to working with and welcoming Meda's leadership team and talented workforce to our organization. They have built a terrific company, and I believe we will be able to achieve great things together. With that, let me turn now to the highlights of our performance during 2015. Mylan again had an outstanding year, delivering exceptional financial results, while continuing to execute on our long-term growth drivers. On the top line, we generated adjusted total revenues of approximately $9.4 billion despite considerable FX headwinds, representing a year-over-year constant currency increase of 28%. On the bottom line, adjusted diluted EPS came in at $4.30, a 21% year-over-year increase even after absorbing $0.11 of that FX headwinds, which put us at the high end of our guidance range. We also had a record year with respect to cash. Adjusted free cash flow more than doubled, and adjusted free cash flow stood at 87% of adjusted net income. In addition, we closed on 2 strategic acquisitions during the year. First was Abbott's EPD Business, which has surpassed our growth expectation and is proving to be a solid revenue contributor. Second was the Famy Care transaction through which we are now well on our way to creating a leading women's health care franchise. Also noteworthy during 2015 was the further strengthening of our EpiPen franchise and our continued efforts to increase awareness and expand access to the anaphylaxis market. One point of note, while we saw higher sales of EpiPen due to higher volumes that resulted in part from the Auvi-Q recall. We saw the same net payer pricing dynamics that existed throughout 2015, and we don't expect material changes to the environment in 2016. We also continued to make good progress across our strategic growth drivers. In our respiratory program, we recently announced that we submitted our ANDA for generic Advair. We are extremely excited about this opportunity, and we continue to believe that Mylan will be the first company to bring generic Advair to the U.S. market in 2017. And building on our successful Biocon partnership, we announced earlier this year an exclusive global agreement with Momenta that expands our portfolio of biologics with up to 6 additional products and broadens the scope and scale of our capability. The combination of this program and our Biocon partnership positions Mylan as a worldwide leader in the biologics space. In summary, 2015 underscores the power of the exceptional global platform we have built and our ability to absorb volatility and maximize opportunities. It also reflects the superb execution and teamwork by Mylan's employees around the world. And on behalf of the Board of Directors and our entire leadership team, I'd like to thank them for an outstanding year and a job very well done. Now, turning to 2016. We look forward to delivering yet another year of outstanding financial performance. On the top line, we expect growth of approximately 16% compared to 2015, and a guidance range of $10.5 billion to $11.5 billion. On the bottom line, we expect growth of approximately 16% year-over-year, with guidance range for adjusted diluted EPS of $4.85 to $5.15. Our guidance ranges include a quarter's worth of contribution from Meda. However, we are also committed to these ranges without Meda. And as mentioned earlier, we see opportunity to accelerate the achievement of our $6 adjusted diluted EPS target to 2017. I'd now like to take a minute to thank John, who is retiring from Mylan on April 1, for his service to our company. During his 6 years with us, John helped shape the company's ongoing transformation into a global leader in health care. We are all wishing him the very best as he enters this new chapter of his life. Before I turn the call over to Tony, I'd also like to take a moment to congratulate him on being appointed Mylan's Chief Commercial Officer, which became effective earlier this year. Tony has been with the company for nearly 20 years and most recently successfully led our largest commercial business, the North American region, for the last 4 years. In his new role, Tony oversees all of our commercial businesses around the world. With that, I'll turn the call over to him to discuss the performance of our core business during 2015.
Anthony Mauro:
Thank you so much, Heather, and good afternoon, everyone. As mentioned earlier, Mylan had a phenomenal year with constant currency adjusted total revenues rising 28% compared to 2014, coming from 9% growth in our legacy business and 19% from EPD. All of our regions and businesses contributed to the strong performance.
In our North America generic segments, revenues totaled nearly $4 billion, a 16% increase compared to 2014. Growth came mainly from sales of new products, and to a lesser extent, from the EPD Business. Also contributing were higher volumes on existing products, partially offset by lower pricing. In Europe, sales totaled $2.2 billion in 2015, a year-over-year constant currency increase of 67%. Growth came primarily from sales generated by EPD, and to a lesser extent, from new products. Higher volumes on existing products mainly in France and Italy were offset by lower pricing throughout the region. In the Rest of World, sales totaled $2 billion, a year-over-year increase of 38% constant currency. The growth came from EPD, new product launches in Australia and Japan and higher volumes in India, predominantly of ARVs, and in Brazil. Increases were offset somewhat by lower volumes on existing products in Japan and lower pricing in the region. Our specialty business delivered revenues of $1.2 billion in 2015, an increase of 1% compared to 2014. In addition to the strong performance of EpiPen, as Heather referenced, sales of Perforomist and Ultiva increased by double-digit percentage points from the prior year. I would also like to note that our EPD Business grew 2% year-over-year, demonstrating again our ability to take a declining business and drive growth ahead of our expectations. With that, I'll turn the call over to John.
John Sheehan:
Thanks, Tony. Good afternoon, everyone. As Heather and Tony both mentioned, we're extremely pleased with our financial results for the fourth quarter and full year 2015, highlighted by the strong growth in our Generics segment and the exceptional adjusted free cash flow we generated.
Our total revenues for the fourth quarter of 2015 were $2.5 billion, an increase of 24% on a constant currency basis from the prior year period. Revenues were unfavorably impacted by foreign currency translation by approximately $91 million in the current quarter when compared to the prior year period. Adjusted total revenues for 2015 were $9.4 billion, an increase of 28% on a constant currency basis from the prior year, which includes revenues from the EPD Business of approximately $1.5 billion. Revenues for the full year 2015 were unfavorably impacted by foreign currency translation by approximately $433 million when compared to the prior year period and more than $300 million compared to the FX rates we used for providing our financial guidance at the beginning of the year. For the fourth quarter, third party net sales were positively impacted by the contribution from the acquired EPD Business of approximately $456 million, of which approximately $286 million was in Europe and $123 million was in our Rest of World region, with the remainder coming from EPD Canada. As a reminder, beginning in 2016, the EPD Business and Mylan commercial businesses are operating as one. As such, separate revenue information will no longer be reported. Adjusted gross margin for the fourth quarter and full year of 2015 was a very strong 56%, up 200 basis points for the quarter and approximately 320 basis points for the full year. Our strong margins are primarily the result of the positive contribution from the acquired EPD Business combined with new product introductions. R&D expense on an adjusted basis was approximately 6% of total revenues for the fourth quarter and approximately 7% of total adjusted revenues for the full year. R&D expense for the quarter and full year increased due to the impact of the acquired EPD Business as well as the continued development of our respiratory, insulin and biologics programs. At the same time, SG&A, also on an adjusted basis, was approximately 20% of total adjusted revenues for the quarter and full year, which includes the impact of the EPD Business. Throughout 2015, we continued to realize additional tax benefits from the EPD transaction. And as a result of our ongoing efforts to optimize our tax structure, we had an adjusted effective tax rate for the full year of approximately 17%. We continue to look at additional tax planning strategies for opportunities to further reduce our annual effective tax rate in 2016 and beyond. Our fourth quarter adjusted net earnings were $620 million or $1.22 per share, a 16% increase from our Q4 2014 adjusted diluted EPS of $1.05 per share. For the full year 2015, our adjusted net earnings were $2.14 billion or $4.30 per share, a 21% increase from 2014 adjusted diluted EPS of $3.56 and at the high end of our previously communicated guidance. It's important to note that U.S. GAAP requires EPS to be calculated for each individual period based on the average outstanding share count for that period. As a result of the issuance of shares to Abbott in the first quarter of 2015, our adjusted diluted EPS for the calendar year and the sum of the quarters does not add by $0.04 per share. Our 2015 EPS growth was achieved in spite of unrelenting foreign currency headwinds, which reduced our calendar year adjusted diluted EPS by $0.11 per share versus our guidance rates at the beginning of the year, and by $0.18 per share versus 2014's actual FX rate. Our very strong 2015 adjusted diluted EPS resulted from the strength of our global operating platform, including the acquired EPD Business, and the organic revenue growth across our legacy generics business. Turning to our cash flow and liquidity metrics. Adjusted cash provided by operating activities was an impressive $2.2 billion for the calendar year, representing an increase of approximately $1 billion from the prior year, which is the result of the growth in the adjusted earnings combined with our ongoing working capital initiatives. Through diligent cash flow management, our adjusted free cash flow totaled $1.9 billion for 2015. As a result of our strong operating cash flow at the end of the year, our net debt to adjusted EBITDA leverage ratio was less than 2x. We have no amounts outstanding on our $400 million AR facility or our $1.6 billion revolving credit facility, and we have full access to the more than $1 billion of cash on our balance sheet. As we look towards 2016, we remain fully committed to our investment-grade credit rating, including after the successful completion of the offer to acquire Meda, and we continue to have ample borrowing capacity and financial flexibility. As a reminder, we have fully committed financing to fund the acquisition of Meda. To summarize, we finished the year stronger than ever and begin 2016 with ample financial flexibility. Our fourth quarter and full year 2015 results were outstanding as we continue to experience the positive impacts of the EPD Business, combined with the continued organic growth of our legacy business and the strength of our global operating platform. I'll now turn the call over to Rajiv to review the Meda transaction in more detail.
Rajiv Malik:
Thank you, John. At the outset, I would like to echo Heather's sentiments and say that I very much look forward to welcoming and working with Meda's leadership team and workforce. As Heather noted earlier, this transaction sold out to us because Meda is an extraordinarily attractive strategic fit for Mylan. We have always been active in evaluating many different strategic opportunities, looking for companies and assets that would complement our existing strengths and capabilities, make our company financially stronger and better position us to achieve our mission, strategy and sustainable growth. This acquisition delivers on all of those categories in a powerful way.
Meda is a highly profitable and durable business, delivering total sales of about $2.3 billion in 2015, and with estimated growth through 2018 of about 3% in revenues and about 5% in adjusted EBITDA. Meda brings us a very attractive portfolio, including about 900 branded OTC and generic products with strong positions in respiratory, allergy, dermatology, pain and GI. Through this transaction, we are adding nearly 4,500 employees, including Meda's robust sales and marketing organization of more than 2,600 people with strong businesses in Europe, U.S. and exciting businesses in key emerging markets. Meda also brings a complementary network of 7 manufacturing facilities in Europe, U.S. and India, which further strengthens our operating platform and provides us with nice capabilities in nasals, topicals, liquids and DPIs. While you can see that this is a very attractive asset, this is not just about what Meda is delivering on a stand-alone basis, but what we can do together. Let's look at that now. On the next slide, you can begin to see what Mylan and Meda look like on a combined basis and see how Meda further diversifies and strengthens our business by both geography and by channel. On a 2015 combined basis, we'll go from having 2/3 of our revenues from generics to generics making up just more than half of our business. Combined, our specialty business would represent more than 1/3 of the business and OTC about 10%. As you can see, the combined company will have a diversified portfolio of more than 2,000 branded, OTC and generic products. And the addition of Meda's portfolio expands Mylan's branded and OTC portfolio in all regions. Geographically, we continue to enhance the balance of our business between North America, Europe and emerging markets, with an even larger European business and more diversified emerging markets business. Our continued focus on diversification across portfolio, channel and geography, helps to both derisk our platform and strengthen our ability to capitalize on our high-value future launches.
Turning to the next slide. You can see the diversity of this combined portfolio broken out by the sales contribution of each therapeutic area. To give you a sense of the enhanced scale we'll have in key therapeutic categories, we expect to have 6 $1 billion franchises at close:
respiratory allergy, GI, cardio, CNS, diabetes and metabolic and infectious disease.
Further, we will have significantly enhanced our presence in other areas such as dermatology, women's health, anesthesia and pain. We see a great deal of opportunity to begin building total patient and pharmacy solution around these franchises, given the breadth of our presence and ability to meet customer and patient needs. On this next slide, you can get a sense of this portfolio and pipeline depth -- and depth in some of these large, strategic therapeutic categories across branded, generic and OTC products. First and foremost is our combined allergy respiratory franchise, where we see opportunities to really leverage our breadth and scale commercially with products, including EpiPen and Dymista, and position ourselves to maximize upcoming launches such as generic Advair and revefenacin. Derm is another exciting opportunity for us, and one Mylan has been eager to expand in. As you can see, Meda's branded portfolio, with market leaders like Elidel, nicely complements Mylan's largely generics portfolio and provides opportunity to enhance our presence in this space across channels. Similarly, in pain, the Meda portfolio is complementary to Mylan's portfolio, which was enhanced significantly through the acquisition of our Abbott EPD Business. As you can see, these are leading, durable brands that lie in Mylan's core areas of strategic focus. Meda enhances our already strong expertise and market knowledge in these areas. And together, we have the platform, capabilities, speed and agility to maximize these portfolios. In addition, the Meda business will benefit from our steadfast dedication to our robust R&D efforts, product innovation, and the combined business will be fueled by Mylan's commitment to R&D and expansion of our product portfolio. Again, this transaction delivers on one of Mylan's key strategic imperatives. Expansion in the OTC market and Meda's strength in this area was an important differentiating factor for us when evaluating this transaction. Meda has a substantial OTC presence in Europe and emerging markets and an exciting platform for growth in U.S. This combination instantly creates billion-dollar global OTC business and a foundation for further expansion. I would like to note that Meda's portfolio is not a private-label business. It's all branded OTC products, which yield much higher margins, and it contains some very well-established and differentiated OTC brands. We see many opportunities to leverage this OTC portfolio through our combined global platform and we are confident in our ability to accelerate growth in this business through marketing and line extensions. Further, we see exciting possibilities for future business development and M&A. We'll continue to maintain our strategic and opportunistic approach in this regard. Turning to the next slide. You can see how Meda will expand Mylan's geographic footprint. Meda provides us with entry into 16 new countries and builds real critical mass commercially across Europe and emerging markets, while deepening our presence in Americas. The combined company will sell into more than 165 countries around the world with a direct commercial presence in about 60 markets. Our combined sales force will number approximately 5,900 people. Looking at this map, you can see that we are increasing our sales headcount by about 50% in both Americas and Europe and nearly doubling in emerging markets. Especially in Europe, we are adding very significantly to our manpower in critical growth markets, giving us the breadth and scale we need to continue building out our portfolio of products and services. As we look at our enhanced and diversified geographic profile, we also believe we have an opportunity to optimize this infrastructure and accelerate our growth, especially our EPD Business and across emerging markets. On the next slide, you can see another differentiating factor for Mylan and for the combined business, our unmatched manufacturing and supply chain platform. We are excited to deploy this platform to Meda and see opportunities for efficiencies and integration along the supply chain, providing opportunities for synergies. With that, I would like to turn it back over to Tony to walk through in greater detail the geographies we are strengthening through this transaction.
Anthony Mauro:
Thanks, Rajiv. I, too, would like to express enthusiasm for welcoming Meda's team to our organization and working alongside them to deliver better health for a better world. As you have seen, this combination creates an even stronger commercial platform around the world.
On the next slide, you can see how Meda adds considerable strength and scale to already robust business in Europe. The combined company generated about $3.8 billion in 2015 revenues from Europe, about 60% more than Mylan would have had on a stand-alone basis. As you know, scale is very important in this region giving the highly competitive market dynamics. On the chart on the right, you can see that we have increased scale across each of our key European countries with significant enhancements to our businesses in Germany, the Nordics, Italy and France, among others. Meda's business complements and builds on the strengths of our EPD asset to create a deeper, stronger and more diversified platform across Europe that can further maximize market opportunities and weather challenges. Meda also provides us with a strong and durable OTC business in Europe, which makes us a leader across all channels. I also note that the transaction consolidates EpiPen for us in Europe. Meda has been marketing this key product for us in the region for several years, and we believe that bringing this product into our combined commercial infrastructure, with a greater ability to leverage our global expertise in this area, will allow us to drive greater performance from this product. On the next slide, you will get a sense of how this transaction will dramatically accelerate Mylan's growth in emerging markets by creating a diversified scale business of $1.5 billion in 2015 pro forma revenues. The 16 new countries we're adding to this transaction are in the emerging market area, with Meda providing us entry into exciting new markets such as China, Russia, Southeast Asia, the Middle East, Turkey and Mexico. China has long been an area of interest for us, but we have been very deliberate about how we get into this market. We are pleased that Meda has a strong history in China, having established its business there in 1994 and that it has operated the business as an owned affiliate since 2011. Importantly, Meda has a direct sales presence in many of these key markets, not relying on a contract sales organization in these important countries. For instance, Meda has reps on the ground in China, Russia and Turkey, among other countries. Meda also has done a great job establishing strong brands in these markets. Some of the key ones are listed here, and we look forward to leveraging our combined portfolio across the region. We see longer-term opportunities to bring Mylan's differentiated portfolio into these new markets, especially in infectious disease, biologics, insulins and women's health. While our presence in many of these markets is still small, it provides an exciting foothold and opportunity to build upon. On the next slide, we come back to our core mission of providing access to 7 billion people. This combination means we will be better able to serve the evolving needs of our customers across all channels by being able to offer them a greater diversity of products and by selling One Mylan around the world. We have already seen the value of our One Mylan approach with EPD and our existing specialty and generic businesses in terms of being able to leverage our powerful platform to bring more value to our customers through a broader range of products and services and total patient and pharmacy solutions. Further, by working together across all our channels, we have been able to leverage commercial best practices in customer relationships to deliver more. Now, John will walk you through the deal structure and resulting financial profile of Mylan.
John Sheehan:
Thanks, Tony. Let me start by providing a quick overview of the transaction's terms. This transaction is structured as a recommended public offer to the shareholders of Meda to tender all of their shares to Mylan. At announcement, the value is equal to SEK 165 per Meda share, consisting of SEK 132 in cash and the remainder in Mylan ordinary shares for a transaction value of approximately $9.9 billion. The Meda board has recommended the offer, and Meda shareholders representing approximately 30% of the outstanding shares have irrevocably committed to accept the offer.
As I mentioned earlier, we expect the transaction will close at the end of the third quarter of 2016, subject to receipt of typical regulatory clearances, acceptance of the offer by more than 90% of Meda's shareholders and satisfaction of other customary conditions. The offer is not subject to any financing conditions or approval by Mylan shareholders. As Heather outlined earlier, this transaction provides compelling financial benefits for shareholders and other stakeholders of both companies. As mentioned earlier, we see opportunities to accelerate the achievement of our $6 adjusted diluted EPS target to 2017. We also will complete the integration by the end of year 3, realizing the full financial benefit of approximately $350 million in synergies in year 4. As you know, we have a proven track record of achieving our synergy targets, and we are confident that these synergies are highly achievable. As you can see on this next slide, the transaction will deliver significant accretion with a CAGR from 2015 to 2017 of more than 18%. Flipping to the next slide. The implied multiples for this transaction are in line with relevant market precedence for scarce, highly -- high-quality assets like Meda. As you can see, we expect a trailing synergized multiple of 8.9x. On the following slide, you see just how Mylan will continue to have a very strong financial profile post-transaction, and that we are positioned for continued growth. We expect our pro forma leverage to be approximately 3.8x debt to adjusted EBITDA at transaction close. We also expect we will maintain our investment-grade credit rating, which again is an important attribute for any deal we pursue. As you can see on the charts, we expect just debt to adjusted EBITDA of less than 3x by the end of 2017. With our significant free cash flows, highly leverageable infrastructure and a competitive global tax structure, we continue to have the financial flexibility to competitively pursue the right additional opportunities as they arise. We intend to continue to serve as the leading consolidator in our industry in a way that meets our mission and business strategy and continues to deliver value to our shareholders. I would now like to walk through our financial guidance for 2016 in further detail. At the bottom line, we are projecting adjusted diluted EPS between $4.85 and $5.15 per share. The midpoint of which is an increase of 16% from 2015 adjusted diluted EPS. This EPS guidance range is based on the following income statement line item guidance metrics, all of which are on an adjusted basis with the exception of total revenues. Total revenues are projected to be between $10.5 billion and $11.5 billion. The midpoint of which is an increase of 16% from 2015 total adjusted revenues. This guidance range includes a quarter's worth of contribution from Meda. However, we're also committed to these ranges without Meda. Excluding Meda, our generics business is expected to generate revenue growth of approximately 20% in 2016, while specialty is expected to generate revenue growth of approximately 8%. Revenues from new business, including Meda and the EPD -- and EPD for the full year, are expected to be between $800 million and $900 million, and the remaining increase in revenue will come equally from increased volumes on existing products and new product launches. Adjusted gross margins will increase again to be between 55% and 57%. Drivers of the increase include new product revenues and the strength of our North American generics business as we continue to benefit from an improved product mix. Adjusted SG&A will be between 19% and 20% of total revenues, which includes a full year impact of the EPD Business. Adjusted R&D will be between 6% and 7% of total revenues as we continue to invest in our future biologics, insulin and respiratory programs. Using these guidance metrics, we project adjusted EBITDA of between $3.5 billion and $4 billion. Also, we expect our adjusted tax rate to be in the range of 15% to 17%. Based upon the 2016 guidance metrics for adjusted operating cash flow of $2.4 billion to $2.6 billion and capital expenditures between $400 million and $500 million, we're projecting adjusted free cash flow in the range of $2 billion to $2.1 billion. Finally, we are projecting an average diluted share count of between 520 million and 530 million shares, which includes the weighted average shares issued for the acquisition of Meda and the settlement this April of the warrants related to cash convertible notes, which were cash settled in 2015. As this chart demonstrates, our 2016 financial guidance provides significant operating leverage, including increasing adjusted gross and EBITDA margins and declining adjusted R&D and SG&A as a percent of revenue, resulting in our adjusted diluted EPS growth of 16%. Looking at the bridge to 2016 revenue guidance, revenues from new product launches, combined with volume growth in our base business, will serve to offset price erosion on existing products. In terms of base pricing assumptions, in the Generics segment, as we traditionally have, we assume low to mid-single-digit price erosion. In Specialty, we've assumed high single-digit growth in terms of pricing. We expect revenue from the Meda acquisition to contribute approximately $500 million to $600 million of incremental revenue in 2016. In addition, revenue from new business includes the full year impact of the EPD Business. As mentioned previously, our 2016 guidance FX rate do not result in a significant year-over-year foreign currency translation impact on our 2016 revenue guidance range. This chart provides the projected bridge between our 2015 -- actual 2015 adjusted diluted EPS of $4.30 and the midpoint of our 2016 guidance range of $5, showing a year-over-year increase of 16%. New product launches from our legacy business and, to a lesser extent, margin expansion will drive our earnings growth in 2016. Partially offsetting this earnings growth will be increased investments in R&D spending and higher interest expense, largely due to the financing of the Meda acquisition. From a phasing perspective, we expect the quarterly development of our EPS for 2016 to be similar to 2015, with Q1 being relatively flat to the prior year, Q3 being our highest quarter of the year and followed next by Q4. That concludes my remarks, and I'll turn the call back over to Heather.
Heather Bresch:
Thank you, John. Well, as promised, we delivered a lot of great news today. And as our track record suggests, we have been consistent in our philosophy of making acquisitions based on the belief that we can do more together than they could do on a stand-alone basis. Meda is no different. And we believe we can do more with this asset than they could alone, and we see significant opportunities for accelerated growth.
Further, by successfully executing on our vision and strategy for the past decade, we have delivered exceptional results for our shareholders with an earnings CAGR of 26% through 2016. Again, with this Meda transaction, we have the opportunity to accelerate our 2018 earnings target of $6 and adjusted diluted EPS to 2017. I now look forward for taking your questions. Thank you.
Operator:
[Operator Instructions] Our first question comes from the line of Chris Schott from JPMorgan.
Christopher Schott:
I guess, just 2 here. First, what type of organic growth should we expect from the Meda assets over the next few years? I think this is a business where a lot of us is just trying to get their hands around. And just how fast do you think you can grow the top line for these acquired assets? And the second one is just to elaborate on the price paid here. It does seem like a large premium, particularly in this market. I know it's strategic. I know it brings accretion. But just -- again, can you just -- how did you get comfortable with this type of price given the current market dynamics out there?
Heather Bresch:
Sure. Thanks, Chris. I'll start and then I'll let Rajiv weigh in a little bit on the business. I think it's important to first point out that we certainly don't make long-term decisions that will create shareholder value on short-term price fluctuations. And I think that, certainly, there is significant macro dynamics at play with the market today. I think we see that systemically across, especially the health care sector. And I think that we were fortunate to have a very high-quality process and have the ability to do due diligence. And the more we dug, the more comfortable we are not only with the strategic and the compelling rationale, but as I mentioned, it even then was much more enhanced with their addition of Rottapharm, which we had looked at several years ago and very much liked that asset, as well as our Abbott EPD Business and how that's going to allow us to really leverage infrastructure in Europe as well as bringing on 16 additional countries where we'll be able to now have the infrastructure to lever the Mylan current portfolio as well as pipeline. So the strategic and fundamentals of the company have not changed. And when you look at just over the last couple of months, like I said, I think it's much more to the macro dynamics, and we believe the long-term decisions are much more in line when you look at the multiples. They're very much in line for assets such as this, scarce, high quality. And so we believe the value really speaks for itself of what we're creating for shareholders and what this combination can do going forward and, like you said, immediately accretive. Rajiv?
Rajiv Malik:
And I think, Heather, you answered it, but because the question -- the other part of the question is not so relevant. Meda on stand-alone on the top line is 3% growth -- projected growth and a 5% growth on the EBITDA. But as Heather mentioned, that's not much relevant because the pulling effect we see between our Rx, Gx, OTC channels are leveraging our -- this platform from the geographies point of view, exciting opportunities, its presence also on the emerging markets. So we see a lot more to this than just stand-alone growth of 3%.
Heather Bresch:
And I think just lastly, it's important to note that it's not the trading multiple right now. If I go back to what's happening in the environment, it's the deal transaction multiples, which I think even in times where there's a lot of volatility in the marketplace, you don't really historically see those change to the transaction multiples or translate into transaction multiples.
Operator:
Our next question comes from the line of Jami Rubin from Goldman Sachs.
Jami Rubin:
Just to follow up on the question concerning price, Heather. It does seem like a lot of money to pay just to accelerate your earnings growth to $6 by 2017. Can you now update your -- I think you had said before you expect it to at least $6 by 2018. Now with Meda in hand, can you at least sort of update what you expect the earnings progression to look like with this asset in hand over the next 3 years, say out to 2020? That would be helpful. And also, John or Heather, can you just enlighten us on what exactly happened with EpiPen this quarter in terms of the pricing dynamics? You had mentioned that you expected those dynamics to continue into 2016. What changed?
Heather Bresch:
Sure. Thank you, Jami. So look, let me start with the $6 being -- the opportunity to accelerate the $6 into 2017 versus 2018. That, by no means, that's just the beginning of what the Meda-Mylan combination will bear. I think importantly, not only does it accelerate near-term accretion and shareholder value. But over the longer term, I think, as we've said, the strategic rationale speaks for itself. The complementary nature of the product portfolio. We'll now have over 2,000 products across multiple geographies, expansion into emerging markets that let us more leverage our portfolio. When you look over the next 10 years to our biologics, insulin, I mean, the opportunities to truly maximize these launches in these territories with this infrastructure is just, in our opinion, going to be unparalleled. I think that Mylan will be positioned as a truly diversified global generics and specialty pharmaceutical company that's able to deliver through our unprecedented global supply chain to be able now to apply that and, in addition, to now have the kind of commercial infrastructure and operational infrastructure that will allow us to continue to add on whether it's other dosage forms. We've talked about everything from derms to ophthalmic to new therapeutic categories. So honestly, we just see the $6 in 2017 as the beginning to continuing the growth trajectory that our shareholders have enjoyed over the last 10 years. And certainly, as we close the transaction and we move forward, we'll be giving continued guidance and updating the longer-term trajectory. But I can assure you that it will continue -- this platform will continue to deliver as it has in the past. As far as EpiPen, Jami, I think that I tried throughout 2015, especially the beginning of the year, to point out that Mylan has been very proactive in maintaining our market share in a very competitive, multi-epinephrine marketplace. And that involved entering contracts with our payers, long-term, multiyear contracts. And I think then when the unprecedented event of Auvi-Q having to do a complete product recall, while we absolutely enjoyed volume increases and we see obviously that continuing through 2016, what I pointed out is the net price from the payer was mainly what it had been throughout 2015. And we don't see that materially changing. I mean, I think it's important to remember that we're dealing with a whole portfolio of products with these payers, that it's not about any one product. And while we will continue to be opportunistic, I think that -- as I've said, EpiPen, a very important brand for us and brand franchise going forward but it more and more represents -- is a much smaller part of Mylan. And certainly now, with the Mylan-Meda combination, again, the diversification is taking away from any concentration from any one product.
Operator:
Our next question comes from the line of Ronny Gal from Bernstein.
Ronny Gal:
I have 2, and just 2 points that puzzle me. And I'm sorry, I'm kind of treading a little bit on what people said already. If I -- you're saying about $10 billion on Meda and your market cap is about $25 billion today. So you're generating about 10% accretion level, where if you've just taken the same amount of money and bought back shares, you would have generated -- you would have bought back 40% of your share count. So yes, maybe it's not that efficient, but it looks like there's a huge mis-adjustment here between what you can do with the shares -- buying back shares and what you do with your transaction. So I'm kind of struggling with this. Unless you are seeing some fantastic growth going forward for the Meda asset, it's hard for me to see it working. Then if you don't mind, 2 -- I'll sneak in 2 more. On EpiPen, I distinctly remember a conversation with the management team, including Robert, when I was told specifically by you guys that now that Auvi-Q is out of the market, you're in a great position to drive a higher net price from EpiPen. So is this -- if you can comment more broadly on what has changed from that perspective. And last, and this is more for Rajiv. Rajiv, you guys kind of mentioned -- or Tony, you guys kind of mentioned a beachhead in additional market. I kind of took a look through the Meda statements -- presentation for the third quarter. I mean, they got $60 million of sale in Mexico if we just take the third quarter and multiply it by 4. They got $30 million in Russia. It sounds like all those businesses are kind of like borderline profitable. Is that enough of a beachhead for you? It doesn't -- it sounds like it will take several years before you guys can really turn those business into profitability.
Heather Bresch:
Okay. Well, Ronny, you certainly maximized one question. So let me start with the overall -- again, coming back to Mylan and our philosophy on uses of capital. I think we've been very clear that we are opportunistic. I think the board is constantly looking at buybacks and everything else in the marketplace. So with that being said, we've also very much focused on growing top line as well as bottom line and striking that right balance. So I think when you think over the longer term and the value to shareholders, there's much more value in continuing to build a sustainable platform that's going to deliver out into perpetuity versus the short-term-centric viewpoint of just looking at share buybacks in isolation from any kind of M&A or BD activity.
Anthony Mauro:
Yes. And I guess, Ronny, I'd also point out, I'm sure you appreciate that Mylan cannot go out and borrow $10 billion, maintaining its investment-grade credit rating and doing share repurchase program. The $10 billion also comes with all of the EBITDA and earnings that Meda has. So I'm not sure necessarily that there's an apples-to-apples of $10 billion acquisition versus $10 billion of share repurchase. That's not realistic.
Heather Bresch:
And as far as EpiPen is concerned, Ronny, I obviously were in many, if not all, of those meeting. I never remember discussing net price. I think what we did say is that we were very proactive. And I had very, I think, very straightforward conversations with all of the investors and shareholders that we were maintaining market share. And to do so, that requires aggressive rebating. And that's why that we absorbed much of that during 2015. And so when the Auvi-Q recall happened, we absolutely had the opportunity to not only increase our market share and increase volumes, we're continuing to invest to increase the overall market. We still think there's runway room around growing the anaphylaxis market. But nothing's changed. And that's why I wanted to point out that those contracts are in place, and we'll continue to, like I said, be opportunistic. But that's on EpiPen. Rajiv, Meda?
Rajiv Malik:
And on markets, I think I would like to again say it's not about what Meda has done on stand-alone. But Russia, $35 million, for example, or Mexico, these are nice entry points for us to load our -- download our own portfolio and what we bring. Because we have been incubating product portfolio in all these markets, and we were looking to create a -- we're looking forward to create this infrastructure. And we know what we have done with the foothold in Brazil, and we are on a nice trajectory over there. So for us, these are nice entry points into these markets, which we have been looking forward to build upon.
Operator:
Our next question comes from the line of Greg Gilbert from Deutsche Bank.
Gregory Gilbert:
I have a few. Hopefully, quick, easy ones. First of all, you mentioned a couple times you submitted generic Advair. Can you comment on whether it's been accepted or not for filing? And secondly, Heather and Tony, any change in pricing dynamics in the U.S. generics market late last year, early this? I know you're forecasting this similar to how you've done it in the past. But any interesting sort of color you can provide on whether things are changing on the margin or not or have changed? That would be helpful. And lastly, Heather, what are your M&A priorities? I know we just announced the new deal, but the company's gone to great lengths to talk about continued flexibly. So are we looking to just shop for a while but not buy? What are your priorities over the next 6, 12 months on M&A beyond convincing folks that Meda is the right deal?
Heather Bresch:
Sure. Thank you. Rajiv?
Rajiv Malik:
Greg, yes, we submitted the generic Advair application towards the end of December, and we expect to hear from FDA any time now.
Anthony Mauro:
And as it relates, Greg, to your question around pricing, we believe that our U.S. generic base business will continue to be stable for 2016. I think John had articulated low to mid-single-digit range, and that we feel very good about our Generics business and the stability of it moving forward.
Heather Bresch:
And as far as M&A is concerned, we absolutely, as I mentioned, still looking at assets out there that would now just even be that much more complementary with the global infrastructure we have. And as I mentioned, whether it's dosage forms around dermatology or ophthalmic and also therapeutic categories that we still believe we have great opportunities to build out critical mass now across all these channels, Rx, Gx and OTC.
Operator:
Our next question comes from the line of David Risinger from Morgan Stanley.
David Risinger:
Yes. So my question is on EpiPen and then the guidance, please. With respect to EpiPen, obviously, the sales growth was dramatically below the Rx growth due to pricing. My question is with respect to the contracts that you mentioned, Heather, maybe you could just provide a little bit more color on the length of those. I'm assuming that you may have contracted more aggressively to potentially blunt the risk of a Teva-generic EpiPen launch. Just wondering if that is a realistic assumption that I'm making, that you are considering that when you priced more aggressively. And then just a quick tidbit of a question. In terms of your $6 number for 2017, does that include an assumed launch of generic Advair?
Heather Bresch:
Okay. Sure, David. So I guess, let me start with EpiPen. Price volume was no different in Q4 from other quarters of the year. So I'm not quite sure what you're referencing there. As far as the contracts that I mentioned, look, we were -- as I mentioned in 2015, the aggressiveness came from the current multi-epinephrine market and the players that were in there, including Auvi-Q and Sanofi. So like I said, we were maintaining market share. And I think where a bit of a disconnect came is that people believed that once Auvi-Q was recalled, that the world would go back to pre-there never have been an Auvi-Q in the market. And it was a very unprecedented event that I don't know that really has ever happened before. And so I think, as we look forward, as we said, we're managing a whole portfolio of products with these payers. The contracts are all different in nature. And so certainly, we're not going to comment on any individual contract. I'm just trying to give some flavor to and feeling that EpiPen is an extremely important brand franchise. We think it has great brand equity and it will be an important franchise for us for years to come. It just more and more represents a much less portion of Mylan's overall business and especially on now a combined Mylan and Meda front.
Anthony Mauro:
I think that your other question, David, with respect to 2017, as we've previously indicated, we expect to receive approval for being able to launch generic Advair in 2017. And with all other products, we consider the risk weighting of that product when providing our guidance. So yes, we do expect to launch the product in 2017. And yes, it is on a risk-weighted basis included in the guidance -- or target. Sorry, I don't want to use the word guidance.
Operator:
Our next question comes from the line of Douglas Tsao from Barclays.
Douglas Tsao:
Just, Heather, you've spoken about wanting to be a consolidator in the industry. And we've seen, with first Perrigo and then obviously with this deal -- the Perrigo offer and then this deal sort of a move into OTC. Just curious in terms of how you're defining consolidator. I mean, should we be thinking within generics or more broadly outside of generics? And then just also, a couple -- another follow-up in terms of the thinking behind the partnership with Momenta, and maybe talk a little bit about what they can provide that you couldn't get from your ongoing partnership with Biocon. And then just one quick -- maybe, John, if you can provide some commentary on the trends in EPD versus the third quarter on a constant currency basis. That would be great.
Heather Bresch:
Okay, Doug. So let me start with the consolidator. You're absolutely right, we have said that we will continue to be a consolidator in the industry. And look, I think that you should consider us continuing to diversify. I think, as we've said, OTC was an important channel. This certainly puts us a great -- a leap forward into starting to build a foundation for OTC. But I think, importantly, it's also diversification around reimbursement. So as you look at the different models from payers and across the different geographies, that continued diversification amongst channels, amongst geographies and with the Rx, Gx and OTC. So again, the beautiful and powerful thing about now this combination is the infrastructure we have in place to truly maximize now products that we can pull through from any of those channels. So I think it's extremely exciting, and I think it gives us even more opportunity to have more accretive, strategic acquisitions to now bolt on to the platform. I'll let Rajiv comment on Momenta.
Rajiv Malik:
And I said on Momenta, I think Biocon is focused on 7 to 8 programs, which are between now and 2022. And we find -- we found Momenta programs, some of those programs, they already initiated some of these products, which are beyond 2022. So we didn't need to put all our eggs into one basket. It was part of not just focusing our partnering with Biocon. But we were focused on the products in the pipeline, and we found Momenta to be a right partner and able partner in this space.
John Sheehan:
And lastly, Doug, on your question surrounding the EPD Business and the revenue of 2% up for the year, I'd tell you, we couldn't be happier with that. You recall that in Abbott's hands, the EPD Business was declining mid-single-digits, 4%, 5% per year. And we had indicated last year when we were acquiring the business that our objective was to get to stabilized, get the sales back to breakeven in terms of maintaining stability. And quite honestly, we did that in less than a year. And so at 2% growth year-over-year on a constant currency basis for that business, I think we're very pleased with that. Yes, in the third quarter, we saw year-over-year for that quarter alone 5% growth. But as we said at that time, one quarter does not make a trend make. And so I think a longer-term view here of a full year of positive 2% is a much better indicator of the strength of that business and what it did for us in our hands this year.
Operator:
Our next question comes from the line of Sumant Kulkarni from Bank of America.
Sumant Kulkarni:
First, what are your assumptions on the timing of entry of generics in EpiPen and on the potential reentry of Sanofi's Auvi-Q? Second, could you break down the components of synergies? And could you confirm is there any revenue synergies built into your $6 EPS target? And third, for Rajiv, has your Restasis NDA been accepted for filing by the FDA?
Heather Bresch:
Okay, Sumant. So as far as EpiPen is concerned, we are factoring in or assuming a BX approval in the second half of the year. Again, I think we've been pretty vocal on the high bar that we believe an AB-rated brand. But anyway, those are the assumptions that are built into our 2016. And as far as Auvi-Q, again, I think it was an extremely unprecedented action that took place. And all I can say is I think it's unprecedented to try to come back from something like that. But again, I don't want to speak for Sanofi, but we certainly haven't heard anything about them contemplating any kind of reentry. Rajiv, you want to head on the integration synergies?
Rajiv Malik:
On synergies, the synergies predominantly are based on the cost structure, the G&A, the sales and marketing as well as the cost of goods. And about your question on Restasis, yes, we received our acceptance and it's is under active review. In fact, we received acceptance in the middle of 2015.
Operator:
Our next question comes from the line of Marc Goodman from UBS.
Marc Goodman:
A few questions. First thing is Europe just seemed a little weak in total, I mean, even if you include FX. I was hoping maybe you could just give us some sense of what happened in some the countries, some of your key countries, the U.K., France, Italy? Where were you strong? Where were you weak, just relatively? And then I just want to make sure we're clear on the U.S. pricing. Can you just tell us in 2015 for the whole year, where did the base business U.S. pricing come in? Was it flat for the year? Was it, in fact, low to mid-single digits? I think what you were saying is you started the year with '15 guidance of low to mid-single-digit decline, and that's why you're keeping the same guidance for '16. But I'm curious, how did they come in '15? And then just remind us, how did they come in '14 for the full year, U.S.-based business pricing?
Heather Bresch:
Okay. So Rajiv, you want to go?
Rajiv Malik:
So Europe, I think in our key countries, which is Italy, France, we were -- we didn't see in the last quarter a huge growth, but we didn't see any losing of the market share. Italy, we saw some good growth. U.K. was very strong, in fact, about 20% growth. So we don't see any weakness in our key European countries per se. And one quarter -- as we said, one quarter doesn't make a trend.
Heather Bresch:
And as far as, I guess, pricing, the only thing I'll point out and then I can let Tony weigh in is that I think, Marc, you know that driving -- pricing has never been a driver. We've been, I think, a very responsible generic player with hundreds of products into the market and have shown very responsibly price erosion. We've said it's a very competitive marketplace. There's been opportunities that we've had over the course of time but, certainly, never a driver of our generics business whatsoever.
Anthony Mauro:
And then I think just to add, certainly, in 2014 and '15, the market was relatively flat from a base business perspective. There were moments of opportunity and certainly, at the same time, moments of deflationary activity. This happens every day in our business. So like I said earlier, I feel very good about where our business is at. I feel it's very stable from an erosive perspective, and that's about it.
Operator:
Our next question comes from the line of Elliot Wilbur from Raymond James.
Elliot Wilbur:
Congratulations, Heather, and the team on the Meda deal. I know that's an asset. It's been in your sights for a while. And I guess, looking at the combination of all the pieces, both geographically in terms of assets fit looks like a very strong transaction for the company. Obviously, there's concerns about price. But I want to focus on another issue and just go back to some of Rajiv's commentary with respect to growth and make sure that I understand this correctly. So the business basically currently is doing about USD 2.3 billion and then projected growth is around 3% top line and 5% adjusted EBITDA. I want to confirm those metrics, see whether that adjusted EBITDA growth, in fact, does include -- that's a fully synergized growth target. And then just thinking about those metrics, while the asset is -- or the purchase is accretive to numbers and, again, strategically looks very attractive, I mean, it clearly is growth dilutive. So I'm just wondering how you thought about that concept relative to potential impact on valuation and multiple versus the potential long-term attractiveness of the platform.
Heather Bresch:
Sure. Thank you, Elliot. And first, thank you, I think that your ability to see the strategic compellingness of this transaction, the scarcity of this kind of a high-quality asset, I applaud you for your vision. And what I would say as far as -- when we think about the value, again, I think it's important to note before -- I'll turn it over to Rajiv to get a little bit more into the business. But I think it's very important to note, again, it's not what Meda is doing on a stand-alone basis and the metrics that you quoted is just that, Meda on a stand-alone basis. I think that's what's important is now with the combination of Mylan, what we can do together, combining Meda with our platform across the board. When you look from an operational, a supply chain, a commercial, I mean, now that expertise and experience across the multiple geographies and including giving us a foothold in these 16 new markets, it truly just becomes a portal for us to leverage every launch, every asset, every acquisition from this point forward that much more. So truly, the long-term value of this is the continuation of what we've done over the last 10 years. And I know that we do these strategic transactions that sometimes in the moment is lost on how we're going to deliver that value. But I think if you look at our 26% CAGR through 2016, it becomes -- hopefully, our track record speaks for itself and it becomes evident that we deliver and do what we say we're going to do, which is be able to continue to maximize these assets, optimize this platform and continue our growth trajectory into the foreseeable future. So again, Elliot, I can't thank you enough. And Rajiv?
Rajiv Malik:
And Elliot, yes, let me confirm -- reconfirm that the 3% top line growth and 5% EBITDA -- adjusted EBITDA growth was on a stand-alone basis. We also confirmed during due diligence that their key countries like U.S., Germany, Italy, France, Sweden and Spain or emerging markets especially; and their key products, Dymista, Dona, Betadine, Elidel and ArmoLIPID, all are showing steady growth over the next few years.
Operator:
Our next question comes from the line of Andrew Finkelstein from Susquehanna Financial.
Andrew Finkelstein:
A couple clarifications on the guidance. When you talk about the ranges being valid with or without Meda and you gave some quantification of the potential Meda contribution, I mean, is the whole range in consideration without Meda? Or should we think of the top end as being something that would exclusively be with the deal? Then on the Momenta collaboration, could you clarify if the milestones that are going to be paid -- I think it's about $100 million this year. Are those included in your non-GAAP spending or excluded? And then if we think about the 20 -- excuse me, if we talk back to the synergies, if you could just go through how those were determined and where there may be opportunities for upside as you get into the combined platform.
Heather Bresch:
Sure. Thank you, Andrew. Look, I think as far as the guidance range is -- regarding the guidance range, it's why, obviously, we do give a range. And we are very -- we're committed to those ranges with or without Meda. I think importantly to note, we're assuming one quarter contribution. So yes, I would say it's safe to assume that if all those assumptions are accurate and we have a full quarter of contribution, that certainly, when you look at the top line of the range, it could be at the top end of the range. And obviously, from the bottom line, we'd have that opportunity to be above our midpoint. But again, I think that since we're only talking about one quarter, we wanted to be clear that we were committed to those ranges. And as I often say, all good things don't happen at the same time in this business and all bad things don't happen at the same time in that business, and that we have multiple moving pieces and parts that certainly could have us within that range without Meda. And I think as we have done historically, as the year progresses and as events and things become more certain, we're able to either hone in or adjust or update those ranges, and we'll continue to do so. As far as just -- again, I'm going to say overall synergies, and then I'll let John and Rajiv weigh in more in detail. But I guess, I do have to go back and just hopefully remind people of the track record. I think we have over-delivered on every synergy target we've ever put out there back -- starting with Merck. And so our ability -- as I mentioned, not only did we have the opportunity to do due diligence and meetings with the management team and truly, really understand what these platforms can do together. And like I said, I hope our track record speaks for itself on integration and execution.
Rajiv Malik:
And I would say that's a net result from combined assets when you bring 2 assets together. We have a fairly good information about their cost structure, our cost structure. And as I said, these -- the result is driven mostly from the structure -- no, cost structure, the cost of goods, the G&A, the selling and marketing infrastructure as well as some cross-fertilization. Do we see upsides? Absolutely. We have not been able to put our arms around what's that number, but we believe in -- that there will be a huge pulling effect. We'll be able to cross-leverage the portfolio, do more with these markets, and we'll come back to you as we learn more about the asset.
John Sheehan:
And then I'll close with respect to the milestones. Milestones are -- that we have in conjunction with collaborations, such as the one with Momenta, are considered a component of the acquisition cost of the product, and as such, are not included in our adjusted income or income statement but rather are capitalized as part of the cost of the acquisition of the products.
Operator:
Our final question comes for the line of Tim Chiang from BPIG.
Timothy Chiang:
Heather, could you talk a little bit about the international opportunity for EpiPen? I mean, I was looking at some of Meda's sales figures, and it looks like EpiPen's -- I mean, it's not growing as much as it's -- it doesn't seem like it's actually growing. Could you talk about what you guys plan to do with EpiPen outside the U.S. to grow that product?
Heather Bresch:
Sure. So Tim, I think -- look, this -- the opportunity is really multifaceted as it relates to EpiPen. First, I would say we're taking -- sharing this product between 3 companies. Pfizer manufactures the product and then Mylan owns the EpiPen and then Meda was our partner in Europe. So just the opportunity to contract back down to 2 certainly makes the financial dynamics much more attractive. And obviously, throughout Europe, there's certain dynamics around pricing and, again, being multi-epinephrine marketplaces in many of those countries certainly had made challenges in continuing to grow that product. I think now in our hands, when you look at the infrastructure with the combined Abbott EPD Business and now with Meda, we're going to have much further reach and be able to, I think, do [ph] and invest in a much different way than Meda as a third-party partner was able to do. So not only do I see it throughout Europe as an opportunity. But as we continue to look and add enhancements and how we bring EpiPen to the market in various other regions around the world, we do see, like I said, a lot of opportunity even outside of Europe with the rest of the world as we continue to invest around EpiPen and the awareness of anaphylaxis.
Well, thank you, everyone. Appreciated all the questions, and look forward to seeing you soon.
Operator:
Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.
Executives:
Kris King - Vice President-Global Investor Relations Robert J. Coury - Executive Chairman Heather M. Bresch - Chief Executive Officer & Executive Director Rajiv Malik - President & Executive Director John D. Sheehan - Executive VP, Chief Financial & Accounting Officer
Analysts:
Marc Goodman - UBS Securities LLC Gregg Gilbert - Deutsche Bank Securities, Inc. Sumant S. Kulkarni - Bank of America Merrill Lynch Andrew Finkelstein - Susquehanna Financial Group LLLP Ronny Gal - Sanford C. Bernstein & Co. LLC Umer Raffat - International Strategy & Investment Group LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan Third Quarter 2015 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I will now turn the call over to your host, Kris King. Please go ahead.
Kris King - Vice President-Global Investor Relations:
Thank you, Stephanie. Good morning, everyone. Welcome to Mylan's conference call to discuss our third quarter 2015 earnings and our offer to acquire Perrigo Company. Joining me for today's call are Mylan's Executive Chairman, Robert Coury; Chief Executive, Heather Bresch; President, Rajiv Malik; and Executive Vice President and CFO, John Sheehan. During today's call, we will be making forward-looking statements. Such forward-looking statements may include, without limitation, statements about the proposed acquisition of Perrigo by Mylan, which I will refer to as the Perrigo proposal, Mylan's acquisition, which I will refer to as the EPD transaction of Mylan Inc. and Abbott Laboratories' non-U.S. developed end markets specialty and branded generics business, which I will refer to as the business, the benefits and synergies of the Perrigo proposal, or EPD transaction, future opportunities for Mylan, Perrigo or the combined company and products and any other statements regarding Mylan, Perrigo, or the combined company's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, Mylan having sufficient supply of EpiPen Auto-Injector to meet anticipated demand due to Sanofi's voluntary recall and other expectations and targets for future periods. 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, uncertainties related to the Perrigo proposal and the consummation thereof, the ability to meet expectations regarding the accounting and tax treatments of the EPD transaction and the Perrigo proposal, changes in relevant tax and other laws, the integration of Perrigo and EPD business being more difficult, time consuming or costly than expected, operating costs, customer loss and business disruption being greater than expected following the Perrigo proposal and the EPD transaction, the impact of competition situations where we manufacture, market and/or sell products, notwithstanding unresolved allegations of patent infringement, any regulatory, legal or other impediments to our ability to bring new products to market, any changes in our differences with our inventory of or ability to manufacture and distribute the EpiPen Auto-Injector and those set forth under the forward-looking statements in today's earnings release and the risk factors set forth in Mylan N.V.'s Quarterly Reports on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015, as well as our other filings with the SEC. These risks, as well as other risks associated with Mylan, Perrigo and the combined company, are also more fully discussed in the Registration Statement on Form S-4 which includes an offer to exchange/prospectus and was declared effective on September 10, 2015 in connection with the Perrigo proposal. The offer to exchange/prospectus filed with Mylan with the SEC on Schedule TO on September 14, 2015 constitutes the offer document for purposes of the Irish Takeover Rules. Except as required by applicable law, we undertake no obligation to update any statements made today, whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to actual and certain projected financial metrics of Mylan and Perrigo on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's earnings release and the presentation used during today's call, both of which are available on our website, as they contain detailed reconciliations, where possible, of these non-GAAP financial measures to the most directly comparable GAAP financial measures. I would also like to point out that Mylan's offer for Perrigo is governed by the Irish Takeover Rules. Under the Irish Takeover Rules, Mylan management is prohibited from discussing any material, new information or significant new opinion which has not been publicly announced. Any person interested in shares of Mylan or Perrigo is encouraged to consult his or her professional advisors. Before I turn the call over to Robert, let me also remind you that the material in the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. With that, I'll now turn the call over to Robert.
Robert J. Coury - Executive Chairman:
Thank you, Kris. Good morning, everyone, and thank you for joining us today. I would like to welcome our employees around the world to the call and thank them for their unwavering dedication, hard work and focus, which is what makes our consistently strong results possible. I would also like to welcome any Perrigo and Omega employees listening in today. We certainly look forward to welcoming all of you to the Mylan family soon, as we have never been more confident in completing what we believe will be a very successful tender offer. In addition, I would like to say a special hello to the Perrigo employees in Israel today. We are very excited to have now received approval to dual-list on the Tel Aviv Exchange and to finally have the opportunity to acquaint ourselves more closely with Israel, Israeli investors and Perrigo Israeli employees. Before I turn the call over to Heather, Rajiv and John, who have a lot to cover today, I would like to make a couple of points regarding our offer for Perrigo and to clear out some of the possible misinformation. First, the notion conveyed by Perrigo that the Mylan offer is a bad deal for Perrigo shareholders is simply preposterous and disingenuous. We will show once again today with math using Perrigo's own updated numbers that this is a substantial and compelling offer to Perrigo's shareholders. Let me also simply highlight that Perrigo themselves have left their own shareholders no other options except to rely on non-strategic measures, such as cost cuts as well as the hope that they will trade at a very high PE multiple at a time when multiples have been completely reset throughout the industry, in order to generate their stand-alone long-term shareholder value. This strategy is flawed and simply will not produce sustainable growth over the longer term and in sharp contrast to Mylan's well-established long-term strategy and exceptional operational performance that you will hear more about today. With that said, as you will see later, it really doesn't matter which unrealistic multiple Perrigo wants to apply to itself because the immediate and significant earnings accretion to be realized by the Perrigo shareholders, which is potentially in excess of 80%, speaks for itself. If Perrigo is correct, and the math doesn't lie, then you will see that the math will speak loudly in favor Mylan's offer. Here is just one clear example of how the math alone will demonstrate the compelling value of the Mylan offer. Perrigo has recently projected its maximum stand-alone earnings capability for 2016 to be at $9.45, including the completion of a $500 million share buyback by year end. What they haven't told you and what we will demonstrate using Perrigo's own math is that Perrigo's shareholders have the opportunity to earn $16.48 in 2016 if they simply accept Mylan's offer and reinvest the $75 in cash back into Mylan stock at the current share price. Even if you accept the premise that Perrigo can achieve a forward 16 times PE multiple without our offer, their stock will still only be trading in the $150 range. In comparison, what we will show today is that our combined earnings after reinvesting the $75 in cash would be worth approximately $200 per share using only a 12 times multiple, which I believe will only increase over time. This substantial value is also in sharp contrast when you also consider the potential downside in Perrigo's stock should Mylan not receive the greater of 50% of acceptances by 8 a.m. Eastern Standard Time on November 13. With this immediate and substantial accretion offer by our proposal to the Perrigo shareholders, this is anything but a bad deal for Perrigo. Therefore, in order to realize this immediate and significant value, you should tender your shares by the close of November 12 or risk losing this offer. Lastly, with the October 23 deadline, which has now passed, for Perrigo to make material announcements, I did reach out to Joe Papa this past weekend and again offered to sit down with them so that we can plan with our management teams, as responsible leaders should, and bring in our two great companies together. We filed this communication this morning with the SEC. I also made it clear that I will be open to discussing corporate governance as part of this conversation with the aim of coming to a negotiated transaction. Unfortunately, Joe once again rebuffed my offer and missed the opportunity to discuss his thoughts on this matter. As I have said in my meetings with shareholders, I am very open to a conversation about corporate governance with the Mylan Perrigo combination and will continue to maintain an active dialogue with shareholders on this matter. With that, let me turn the call over to Heather.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thank you, Rob, and good morning, everyone. To say the least, the last few months and days have been eventful. We have had a great quarter, we have a great outlook for the remainder of the year and have tremendous growth trajectory supported by many opportunities in front of us. In addition to reviewing our quarter, we will again discuss our compelling offer for Perrigo and give an update on our integration planning for once the transaction is complete. Now let's turn to the third quarter, where we've broken a number of records. On the top line, adjusted sales totaled $2.7 billion, a constant currency increase of 36% compared to the same period last year, with our Mylan legacy business delivering 14% growth on a constant currency basis, reflecting our diversification and scale. On the bottom line, adjusted EPS came in at $1.43, up 23% compared to third quarter of 2014. This performance was fueled by strong revenue growth across our generic segment, with each of our regions experiencing year-over-year constant currency increases in adjusted sales. Turning to our Specialty segment. We continue to believe, now more than ever, in the underlying strength of the EpiPen franchise as well as the growth potential for the market overall going forward. We have continued to be proactive and competitive in maintaining our 85% market share, so while we saw a slight softening in the overall epinephrine market in Q3, total script volume remains positive for EpiPen on a year-over-year basis. Against this backdrop we note Teva's statement that it will not be in a position to potentially launch a BX-rated or AB-rated alternative to EpiPen any earlier than the second half of 2016. Additionally, Sanofi has instituted a nationwide recall of Auvi-Q, affecting hospitals, retailers and consumers. We have confirmed that we have sufficient supply of product to meet any anticipated demand. We're confident that the widespread familiarity with EpiPen established over more than 25 years coupled with our robust training resources will provide access and support for those impacted by the recall. We take our leadership position on the epinephrine Auto-Injector market very seriously and would like to point out that there are approximately 28 million at-risk individuals in the United States. Of the approximately 14 million people who have been diagnosed, about 10% are carrying an Auto-Injector, leaving room for substantial upside. Additionally, anaphylactic events can occur in people with no known allergies. This was demonstrated by a recent survey of schools participating in our EpiPen4Schools program. The study indicated that more than 20% of the students or others on school grounds who had an anaphylactic episode and were treated had no idea they had any allergy. Obviously, this underscores the continued opportunity to build education and awareness about the need for access to our product, including public entities, as well as the run rate that still exists for our EpiPen franchise. As a result of these developments, we see additional opportunities this year. We therefore expect adjusted EPS to be at the upper end of our range for 2015. This represents once again greater than 20% EPS growth. Moreover, given the long-term landscape change for the EpiPen market, we see EpiPen contributing an additional range of approximately $0.25 to $0.30 to adjusted EPS next year, which will only enhance the already-stated significant growth rates projected for Mylan Perrigo on a combined basis. Before leaving EpiPen, I'd like to add that the recent developments in the news in the epinephrine market as a whole are particularly significant, given the number of organic catalysts we see for Mylan in 2017 and beyond, which Rajiv will be discussing. That said, we have never had a strategy to build a business based on one product or one-off event. Instead, we remain committed to building a differentiated platform that will deliver long-term sustainable growth for shareholders while at the same time benefiting our patients and other stakeholders. Our results so far this year are a testament to our strategy, ability to execute it and exceed expectations, and our skill in leveraging the assets that we brought together, whether it's returning the EPD business to growth, lowering our tax rate or continuing to invest in R&D. Given current market dynamics, especially in the pharmaceutical sector, trading on fundamentals has never been more important, which is why a Mylan Perrigo combination is so compelling. On last week's call, we got another glimpse at Perrigo's operating performance, which is struggling. On sales, they reduced their guidance by $150 million to $250 million. On EPS, while they announced adjusted diluted EPS guidance for 2016 that was above consensus, taking a closer look, the change is driven by employee reduction and other cost cuts as well as financial measures. Stripping all of that away, adjusted diluted EPS guidance on the core business was actually reduced by $0.24 below consensus. This ultimate reduction in guidance is not a result of one-time item, but of continued degradation across their Consumer Healthcare business. Furthermore, API has declined by 16% year-to-date. Looking at Tysabri, the longer-term hope has evaporated. Patients usage is down approximately 4% annually since 2010. But the recent failure in the Phase III study of SPMS, there is potential for further decline as SPMS patients who use Tysabri off-label (17:14) turn to other alternatives. Tysabri, as we know, contributes almost one-third of Perrigo's adjusted diluted EPS. The complementary Mylan Perrigo combination will not only derisk Perrigo's shareholders on a stand-alone basis, it will provide enhanced growth, scale and capability. As such, we strongly believe that Perrigo's shareholders will see past the company's latest round of one-off initiatives, they will appreciate that Perrigo's stand-alone strategy is simply not a viable alternative to Mylan's offer, they will grasp the compelling value of our offer, which provides immediate accretion in excess of 80% as well as greater growth potential for the long term, and respond by tendering their shares. Before turning the call over to Rajiv, I'd like to thank all of our employees around the world for their continued dedication to our cause and for remaining focused on executing and delivering the outstanding performance our shareholders expect and deserve. With that, I'll turn the call over to Rajiv.
Rajiv Malik - President & Executive Director:
Thank you, Heather. And good morning, everyone. I am very excited to review the performance of business, update you on our progress on some of our key growth drivers and provide some insight into our integration planning for Perrigo, including a high-level overview of our plans for our first 60 days of running this business. As Heather mentioned, all of our regions contributed to the outstanding performance we delivered during the third quarter with each delivering very impressive double-digit revenue growth. Our global Generics segment generated third-party net sales of more than $2.3 billion, a year-over-year increase of 48% on a constant-currency basis. In North America, sales were approximately $1.1 billion, up 29% year-over-year on a constant-currency basis. Our legacy business grew by 24% as a result of continued strong performance of sales from new products and higher volumes on existing products offset by lower net pricing. We continued to see an improved flow of approvals coming out of FDA, and we launched 14 new products in the U.S. this quarter, including several generics to market and complex products such as Lidocaine, Transdermal, Paliperidone and (19:45). In Europe, adjusted sales were approximately $630 million, a 95% constant currency increase as compared to the third quarter of 2014. This increase was largely attributed to the contribution of our acquired EPD business. Our legacy business grew 6% year-over-year on a constant currency basis as a result of sales of new products and high volumes on existing ones, primarily in Italy and France. These increases were offset by government-enforced pricing reductions and complicated market conditions. In our Rest of World business, sales totaled just under $550 million, a year-over-year increase of 47% on constant currency basis. Sales from our legacy business grew 21% on constant currency basis, driven by new product launches in Australia and Japan and high volumes from our India operations, especially our ARV franchise, and our promising business in Brazil. We continue to be very pleased with the integration process of our Abbott EPD business across the various regions, taking a country-by-country approach to maximizing the potential opportunities from this combination. We have put in place new operating structures in several countries and are beginning to realize the benefits of cross-selling and an enhanced focus on key products. We are extremely pleased to see a continuation of low-single digit growth in revenues across our EPD geographies in the third quarter, which reverses historically declines in that business, and we see this continuing through the end of the year. As we noted last quarter, the improvement in this business has been quicker than expected and we are currently tracking ahead on our execution plan. We also continued to make progress executing against a number of our key growth drivers and positioning Mylan for continued organic growth well into the future. Let me start with our respiratory platform. Sirdupla continues to be a nice product for us in Europe. We are very pleased with how we (22:10) on the launch of this product and now have more than 500 out of 1,160 clinics dispensing the product in the UK. As we continue to build on our respiratory platform, our once-a-day LAMA, revefenacin, nebulized product for COPD partnered with Theravance, entered into Phase 3 clinical program in September. This program currently remains on track for an NDA submission in the later part of 2017. We are also making good progress on our generic Flovent program for U.S., which we have partnered with Prosonix. Generic Flixotide, which is the same product in Europe, is on track to be approved in Q1 2016. We are excited to update you on our significant progress in our generic ADVAIR program. As you are aware, the FDA Draft Guidance requires several key elements to achieve an AB-rated generic product. We are very pleased to report to you today that we have successfully achieved the following milestones for this product and are on track to submit our ANDA this December. Formulation design has been developed to be qualitatively and quantitatively the same as the reference product. We have completed our clinical end-point study and have shown our product to meet all Draft Guideline criteria. Our device robustness and Human Factors Studies have now been completed and demonstrate that our device can be used successfully with new patients as well as those trained on ADVAIR DISKUS. These studies met all three defined protocol criteria in vitro insulin studies against the reference products have met all acceptance criteria. We have also completed PK bioequivalence studies for the two of the three stance (24:11) meet all draft guidance partner's criteria. The third and the final PK study is ongoing and will be available following the December submission. In addition, we have had excellent engagement with FDA throughout our development program and have recently completed a productive and collaborative pre-ANDA meeting with the agency. Moving on to our biologics and insulin analogs program with our partner, Biocon. We are very excited about the progress these programs have made during the last year, with five programs successfully completing Phase I clinical trials and four programs in active Phase III testing. To this end, we plan on submitting in 2016 three biosimilar applications and one glargine application in the U.S. and Europe. As an update to our trastuzumab development program, we have now completed enrollment of our Phase III study, with the first study results expected to be available in the second half of 2016. We expect to submit our application in the first half of 2016. For pegfilgrastim, we have now completed the enrollment in our Phase III trials. We plan on filing this product application in the first half of 2016. The Phase III clinical program for our adalimumab is advancing well and is expected to complete for a second half of 2016 submission. Finally, we have now completed recruitment for both type 1 and type 2 diabetes studies for our glargine program and we expect to have these studies completed by mid-2016. We continue to pursue our discussions with FDA regarding interchangeability. We also are very pleased with the completion and qualification of the state-of-the-art facility in Malaysia and activities to transfer that product into that facility. We plan to submit a European filing and our U.S. application in the second half of 2016. While we continue to execute on the current portfolio, we also continue to actively explore opportunities to further enhance Mylan's biologic portfolio around the globe. Regarding our Copaxone program, as we indicated last quarter, we have responded to all FDA requests to-date. We remain confident that we are positioned to receive approval for our product. The U.S. Patent and Trademark Office has instituted an inter partes review proceeding on all claims against a third Copaxone 40-milligrams patent and a hearing has been scheduled for May 2016. We generally believe that the IP surrounding the 40-milligram franchise is weak. Looking ahead to the rest of the year, we are looking forward to close our acquisition of certain women's healthcare businesses from Famy Care by the end of the year, although the close has been delayed a bit as we await final approval from FIPB in India, which we expect very soon. Turning now to Perrigo. Let me start out by being very clear; we are capable, confident and ready to run the Perrigo business as soon as we close and have been putting in place a comprehensive readiness plan to allow us to do so. Of course, the first step will be ensuring business continuity of their existing businesses and maintaining the operational and commercial excellence that Perrigo and Mylan are known for. As we discussed during the last call, I don't think anyone should doubt our ability to manage Perrigo's Generics or API businesses. These capabilities are at Mylan's core and our strong capabilities in these areas will only enhance the Perrigo effort. Also we are very confident that we can do more with Omega within our combined commercial platform in Europe than what Perrigo has done or could do with this effort on a stand-alone basis, especially given our strong track record in the region, with the Merck and Abbott EPD integration. Now let me talk about the private label manufacturing. One of the key factors which has been called out for success in this area is supply chain excellence. Mylan's supply chain, manufacturing and packaging capabilities are well recognized as being second to none. Our global supply chain operations are based in Dublin, and this hub has been operational since 2009. Our complex platform manages more than 1,400 products and 15,000 SKUs from around 40 internal manufacturing sites and more than 1,400 third-party suppliers and contract manufacturing organizations. With this platform, we serve approximately 145 markets around the world, have more than 35,000 customers and we serve these customers and markets in 40 different languages with varying packaging and artwork. All of this makes adding Perrigo's supply chain to our existing business very straightforward. I also want to address the comments made by Perrigo about the lack of synergistic opportunities in the API business. First, I would like to note that API synergies are a relatively small part of our estimates. That said, the opportunity we see here is about having a broad and diverse platform and deploying that platform, including its capacity, capabilities and portfolio, in an opportunistic way. For example, after the Merck Generics acquisition, we successfully integrated 50% of the pipeline and portfolio despite not having the relevant capabilities prior to the acquisition. Turning to the next slide. We manage a complex and diverse network of more than 30 finished dosage internal sites that are physically located across the network and maintain a close proximity to key markets. Our ability to manage its complexity is a result of our continuous focus on operational excellence, including quality and delivery of a broad range of portfolio to customers at the right time and in the right quantities. We can bring Perrigo into our network and even more effectively deploy their efforts to the benefit of our business and customers. As you know, we have successfully executed a number of global and transformational integrations and we have established a permanent Integration Office. As part of this process, we have identified interim leaders for key Perrigo functional areas to lead the integration, in addition to Ranjan Chaudhuri, who we announced today to be the global commercial leader of our OTC business. These leaders are prepared and fully capable of managing these functions in the event the Perrigo leaders in those areas choose to depart upon closing. We have also retained third-party consultants to support us in this process with significant experience in the OTC space. This will only further ensure that we are well prepared to manage the business. A critical strategy for us will be to get to know the key talent at Perrigo and implement retention programs. We believe that, as we communicate with leaders and their employees, they will see the significant opportunities for their future growth that this combination presents and they will be excited to engage with us on achieving a shared vision for the combined business. We very much hope to make this a collaborative effort and we'll seek to retain as many of Perrigo leaders as possible. Within the first 60 days, we will have developed a clear roadmap for integration of our businesses, a plan for synergy realization as well as a defined operating model. With regards to synergy realization, I would like to restate our confidence in our estimate that the combined company will achieve at least $800 million in annual pre-tax operational synergies by the end of year following the consummation of the offer. Perrigo's cost-saving actions announced last week further relegate that synergy potential from a much larger combined Mylan Perrigo platform. For instance, Mylan's global supply chain operations are already located at our Center of Excellence in Ireland, where Perrigo is looking to consolidate their supply chain operation, providing strategic and synergistic opportunities. And we have already advanced in the implementation of Mylan's Global Shared Services structure, another area Perrigo identified for efficiencies, which could be implemented more effectively as part of Mylan. Working with the Perrigo team, we expect to identify additional opportunities from the combined assets. We are confident in achieving these synergies both in a controlled subsidiary or 100% ownership position, although we have stated we believe some different steps may be taken to achieve that synergy realization depending on the ownership level achieved. Finally, I would like to remind everyone again that Mylan has successfully integrated several large and highly complex transactions dealing with multiple geographies, new business areas and convoluted structures, including operating metrics as a majority-owned controlled public entity for several years. While this combination with Perrigo has its own unique dynamic and complicating factors, we are realistic about the challenges, confident in our planning and experience and optimistic that once we get to day one, our combined teams will put the (35:24) of the last few months aside and get to work together to ensure our mutual success. In closing, I would like to also give my sincere thanks to Mylan's employees who have demonstrated unwavering focus on our business and our mission every day and are now energized about the Perrigo opportunity and looking forward to welcoming their new colleagues to Mylan. With that, I'll turn the call over to John.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
Thanks, Rajiv. As Heather and Rajiv both mentioned, we are extremely pleased with our financial results for the third quarter of 2015, highlighted by the strong revenue growth in our generic segment and the exceptional free cash flow that we generated during the quarter. Our adjusted total revenues for the third quarter of 2015 were $2.7 billion, an increase of 36% on a constant currency basis from the prior-year period. Adjusted revenues were unfavorably impacted by foreign currency translation of approximately $122 million in the current quarter when compared to the prior-year period, primarily reflecting the strength of the U.S. dollar as compared to the euro, yen, rupee and Australian dollar. When compared to exchange rates at the beginning of the quarter, our adjusted revenues were unfavorably impacted by foreign currency translation of approximately $23 million. Additionally, third-party net sales were positively impacted by the contribution from the acquired EPD business of approximately $462 million, of which approximately $314 million was in Europe, $105 million was in our Rest of World region, and the remainder coming from EPD Canada. As stated during our second quarter conference call, foreign currency translation has been significantly impacted our reported revenues as a result of the strong U.S. dollar. As such, we expect that our actual reported full-year 2015 adjusted revenues will be at the low end of our 2015 guidance range. On a constant currency basis, however, we expect to be near the midpoint of our guidance range for 2015 adjusted revenues. Adjusted gross margin for the third quarter of 2015 was a very strong 58%, up approximately 400 basis points over the prior year. Our strong margins are primarily the result of the positive contribution from the EPD business combined with new product introductions and increased margins on existing products within North America. We continue to expect our full-year adjusted gross margin to be at the upper end of our 2015 guidance range. On an adjusted basis, R&D expense was $174 million or approximately 6% of total revenues for the quarter. Adjusted R&D expense has actually increased over the prior-year quarter as a result of the impact of the EPD business. As we continue to invest in our key growth drivers during 2015, we expect adjusted R&D spending as a percentage of adjusted total revenues to be near the midpoint of our guidance range for the full year. At the same time and also on an adjusted basis, SG&A was $492 million or approximately 18% of total revenues for the quarter. The acquisition of the EPD business accounted for the majority of the increase in adjusted SG&A for the quarter. For the full year, we continue to expect adjusted SG&A as a percentage of total revenues to be close to the midpoint of our 2015 guidance range. We continue to realize significant tax benefits from our inversion transaction and, as result of our ongoing effort to optimize our tax structure, during the third quarter we adjusted our full-year 2015 estimated annual effective tax rate to 18% from our previous assumption of 19%. This resulted in an adjusted tax rate for the third quarter of approximately 17%. As we move towards the end of 2015, we continue to look at additional tax planning strategies for opportunities to further reduce our tax rate. Our third quarter adjusted net earnings were $734 million or $1.43 per share, a 23% increase from our Q3 2014 adjusted diluted EPS of $1.16 per share. Excluding the gain that we recognized in the prior-year period for the settlement of contingent consideration related to the Agila acquisition, adjusted diluted EPS increased an impressive 42%. The EPS growth in 2015 was achieved in spite of foreign currency headwinds, thanks to the strength of our global operating platform, including the recently acquired EPD business combined with revenue growth across our legacy Generic business. Turning to our cash flow and liquidity metrics. Adjusted cash provided by operating activities was a record $1.1 billion for the current quarter, representing an increase of approximately $655 million from the prior-year period, which is the result of the growth in adjusted earnings combined with our ongoing working capital initiatives. Through diligent cash flow management, our free cash flow increased 158% to $1 billion. Over the first nine months of 2015, free cash flow has risen 72% to $1.4 billion as compared to $818 million in the prior-year period. Year-to-date capital spending was down slightly as compared to the prior year at $207 million as we continue to invest in our business and growth drivers. As a result of our strong operating cash flow, at the end of the quarter, our gross debt to adjusted EBITDA ratio was approximately 2:1. We have no amounts outstanding on our $400 million receivables facility or $1.65 billion revolving credit facility. In addition, during the third quarter, we further optimized our capital structure through the redemption of our $1 billion 2020 senior notes and repayment of our cash convertible notes which matured in September. We funded these transactions through a $1.6 billion term loan which we entered into at the beginning of the quarter. We remain fully committed to our investment-grade credit rating, including after a successful completion of the offer to acquire Perrigo, and we continue to have ample borrowing capacity and financial flexibility. As a reminder, we have a fully committed financing facility to fund the acquisition of the Perrigo shares pursuant to our tender offer. For the full year, as Heather stated earlier, we expect to be at the high end of our 2015 guidance range at $4.35 per adjusted diluted share. I would note that we are not assuming the launch of generic Copaxone or EpiPen competition in 2015. Now turning back to our tender offer for Perrigo. I'd like to quickly revisit the HUSP. As we showed a few weeks ago using Perrigo's own updated numbers and even using their proxy peer group, we believe that Perrigo would trade at $153 per share or a 15 times EBITDA multiple, which is discount to where they're trading today and is a significant discount to the value of our offer. Turning to slide 21. On a stand-alone basis, Perrigo has told you that their plan would deliver $9.45 of EPS in 2016 based on their recently announced financial initiatives, or $9.83 if you give them credit for the run rate cost savings they hope to achieve within three years. Applying an illustrative 14 times to 16 times multiple to that EPS estimate, Perrigo would be worth between $132 per share and $151 per share next year assuming phased-in cost savings or up to $157 per share if you give them credit for run rate cost savings on a stand-alone basis. In comparison, Mylan's offer for Perrigo using Perrigo's own numbers would deliver $9.55 of earnings attributable to each Perrigo share assuming phased-in synergies or $10.83 per Perrigo share assuming run rate synergies. This represents accretion of 3% to 16% to Perrigo shareholders. Even if you only apply an illustrative 12 times to 14 times multiple to this EPS and add $75 in cash, it implies a total value of $190 per share to $226 per share. It is important to note that these per share amounts are based upon Mylan's analyst consensus estimate and do not include the $0.25 to $0.30 of the EpiPen Auto-Injector 2016 upside opportunity Heather referred to earlier. And if shareholders choose to reinvest their $75 of cash consideration in the combined company, they would receive $16.48 of EPS assuming phased-in synergies and $18.70 assuming run rate synergies. This represents 77% to 101% earnings accretion attributable to Perrigo shareholders due to the premium embedded in our offer. Again, even if you only apply an illustrative 12 times to 14 times multiple to this EPS, it implies a total value of $198 per share to $262 per share, a substantial premium to what Perrigo could deliver on a stand-alone basis. So, if shareholders choose Perrigo's stand-alone strategy, even if you assume a higher range of multiples of 14 times to 16 times, your shares would be at best be worth $151 per share. However, if you vote in favor of the transaction, your shares will be worth more, no matter what you choose to believe in terms of multiples. Again, let's return to the math. Assuming only an illustrative 12 times multiple and phased-in synergies, based on Perrigo's numbers your shares would be worth $190 with no reinvestment and $198 with reinvestment, a substantial premium to the best-case scenario of Perrigo stand-alone or a $37 to $45 premium to Perrigo's current hypothetical unaffected stock price. Giving credit for run rate synergies at a blended multiple 14 times, the earnings attributed to the Perrigo shareholder would represent a value of $209 per share without reinvestment and $231 with reinvestment, a $56 to $78 premium to today's current hypothetical unaffected stock price. Remember, in order to reap this substantial value and for the transaction to be completed, greater than 50% of Perrigo ordinary shares will need to be tendered into the offer. We would therefore encourage Perrigo shareholders to tender their shares before the close on November 1th2. There is no risk to you of tendering early. If you tender before the 12th and the tender fails, you will receive your Perrigo shares back. If you do not tender, however, you risk losing the significant value we are offering. Wait and see is not the right choice if you want to benefit from the premium we are offering. Bottom line, the M-A-T-H is a clear and compelling value proposition relative to Perrigo's stand-alone plan. That concludes my remarks. And I'll turn the call back over to Stephanie for questions.
Operator:
Thank you. Our first question comes from Marc Goodman with UBS. Your line is open.
Marc Goodman - UBS Securities LLC:
Morning. Heather, on EpiPen, can you talk about the pricing commentary in the press release and put in context what it means relative to the troubles we learned about yesterday with Auvi-Q and with the Teva delays? And can you also comment on have there been any changes in channel inventory levels maybe in anticipation of the Teva generic coming? And then third question is, it seems with the recent changes here with EpiPen that you should be able to do over $5 a share of earnings next year and I was curious if you would make a comment on that. Thank you.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure. Thank you, Marc. I'll start with your last point. I can't disagree with your math. As far as EpiPen, I guess a couple of things. As far as inventories are concerned, we have not – and I think I had mentioned actually on last quarter as well, we have not seen any irregular things happening or our customers selling beyond because they were anticipating a Teva launch. I think that there had not been any commentary about Teva coming into the market and, obviously, they've now clarified yesterday that it won't be at least till the second half of 2016. So our inventory levels were running due course. There were no issues there, as I mentioned. There was a little softness in the overall epinephrine market in the third quarter. But as you know, we continue to see double-digit growth year-over-year and so the comparable had been very high. With that being said, we've still seen EpiPen grow in volume year-to-date. And as far as all of the recent events, I would say that our dynamic with the payers will stay just that, I think very dynamic. As I've noted throughout this year, we have been very proactive and competitive to maintain our market share. Obviously, in light of some of the recent developments, I think that we'll continue to have opportunities to improve that situation because it's not as competitive as it was. So as happens in this space, the competition landscapes can change very rapidly and I think our ability to first and most importantly be there for the patient and the safety issue. And we have been very closely monitoring and assisting to make sure patients can get the scripts of EpiPen so they're not going without product. So I would say all-in-all, as I mentioned in my commentary, the runway looks very bright and I think the future of the EpiPen franchise is just going to be one that's got a lot of brand equity and a lot of sustainability, too.
Robert J. Coury - Executive Chairman:
The only thing I would like to add to Heather's comments and because you asked a question, Marc, and obviously under Irish Takeover Rules we're not allowed to give forward-looking projections, but since you did the math on your own, not only do I support Heather's answer to you about your own math, but this opportunity with EpiPen really could not have come at a more opportune time because it only fuels the trajectory of our growth that we've been delivering for our shareholders over the last several years. Especially when you think about what Rajiv said about our generic Advair application being filed by the end of this year, we have the real possibility to get on the fast track. If that occurs, then if you take a look at what we see ahead of us in 2016 and then jump right over to 2017 with the potential launch of significant catalyst, you can see that the whole EpiPen situation could have not come in a more opportune time. Next question?
Operator:
Our next question comes from Gregg Gilbert with Deutsche Bank. Your line is open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Yes, hi. Good morning. I have three questions. First, John, can you talk a little more about gross margin and whether it's sustainable at these levels and some of the pushes and pulls? My second question is for Heather. When you describe Perrigo, I can't help but think it sounds like you're pitching a stock to short. Can you talk about your philosophy of why you're talking about your target in a way that suggests that you can do a far better job with it? You're about to part with a lot of precious capital of your shareholders, yet you seem to be focused on the negatives of the business more than the positives, yet you haven't lowered your price. And lastly for Robert, what are these corporate governance changes you're committed to making? I think it's appropriate to be more specific in this case so that your shareholders believe it's more than just lip service to get a deal done. Thanks.
Robert J. Coury - Executive Chairman:
Yes, so, first, Gregg, let me before I turn it over to Heather for her commentary. The Mylan shareholders have already spoken in terms of the Perrigo transaction and the opportunity. We've spent an exorbitant amount of time with the Mylan shareholder describing to them why this asset in our hands is the right next opportunity to bolt-on to our existing platform with our existing assets. And we convinced them when they supported us in the August 28 vote, we convinced them because we pointed to other assets that we've acquired that we said very consistently on a stand-alone basis if you look at what we paid for the other assets, this is almost déjà vu. There are many assets that we've bolted on to our platform that we do not really like on a stand-alone basis. But then bolted on to our platform, as you can see through the demonstration of our continued, very strong execution and performance, we were able to deliver continual double-digit growth to our shareholders. So I think that Perrigo is going to be no different and I'm going to have her explain that in more detail. In terms of the corporate governance, I've been very, very open, very, very direct and very transparent about, one, saying that the entire whole corporate governance discussion over this transaction has been nothing but a red herring. With that said, I do listen to shareholders, and Perrigo shareholders, in particularly. That's why I extended my offer to Joe Papa and their Board of Directors to sit down and have a dialogue. If this is really something that's all that's left out there, then let's sit down and talk about for the combination of the Mylan Perrigo combination, for that new structure, that new company profile, the new size and scale that the combined company will be absolutely warrants an open discussion about, not just what's on my mind, but I'd like them to participate. I'd like them to have a say-so. I've offered them Board of Director seats to help oversee, not just participate, but actually help oversee on a going-forward basis. You can't get any more transparent than I have been about opening up or wanting to open up a dialogue and leave everything on the table because I think it's the appropriate thing to do. Heather?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yes, so, I don't have much to add. I would just say that we've tried to outline that our ability to really leverage, and I think given when you look at the United States market, the dynamic that we would have with the same customers and being able to take and have these complementary businesses going to those same customers and being able to we believe really not only change the paradigm but be able to evolve as rapidly as we're seeing as just the most recent announcement of the Walgreens Rite Aid. Our customers are becoming larger and global. And to be able to have the scale and the ability to rapidly adapt to that, we think happens on this combined basis better than them on a stand-alone. And as we've said many times to the Europe platform, Omega, they didn't have any existing infrastructure there. So, if you look at our critical mass now around the Rx channel and the Gx channel and our successful integration of EPD and how we've turned that business around, it really just shows and highlights that now adding Ox to that channel, again, our ability to really leverage this business and create, make one plus one equal more than three, is how we've always approached transactions and that's why we've approached the Perrigo, trying to layout the realities of Perrigo on a stand-alone basis versus combined with Mylan. John, you want to hit gross margin?
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
Yeah. Thanks, Gregg. With respect to gross margin, I guess I would start by pointing out that since 2010 our gross margins have increased from 45% up to the high end of the guidance range that we indicated we would be at this year of 55%. So the gross margins have been sustained. They have steadily increased over the last five, six years. We've done that with, most importantly from my perspective, a best-in-class operating platform which has been driving annual cost reductions in our product portfolio, the vertical integration that we have in that operating platform, the very strong integration of API, our own API, into our products. It also has been driven by the positive pricing environment that we've seen, especially over the last couple of years in North America. And, yeah, I would agree that EPD has been a portion of the increase that we've seen this year in 2015. But to your question of sustainability on a going-forward basis, I would say that what we've demonstrated over the last five years, I see that continued to be sustainable, especially as we continue to add complex new products like generic Advair and our biologics products.
Operator:
Our next question comes from Sumant Kulkarni with Bank of America. Your line is open.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Good morning. Thanks for taking my questions. I have three. First, outside of over-the-counter, what are some of the specific business development priorities for Mylan, given that competition on the generic side may start to appear more formidable with the Teva Allergan transaction? Second, if the Perrigo stand-alone business appears so challenged in some fashion, what can Mylan specifically do to kick-start that business and how long would it take to turn it around, excluding any revenue synergies? And third, sorry if I missed it, but could you give us an update on the Antitrust review of this transaction in the U.S.?
Robert J. Coury - Executive Chairman:
So, regarding Antitrust, we should be hearing really any day, quite frankly. Heather?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah, Sumant. As I was explaining about Perrigo, their challenge is sustainable growth on a stand-alone basis. So we've continued to say they have a good solid business. It's just when put with the Mylan and brought together with the Mylan entity, our ability of how we approach customers, of how we leverage the platform in Europe, how we can then broaden and go to other geographies with the assets we've put together is what we continue to show, not to mention the at least $800 million of synergies that we think we'll be able to get out of the combined platform. So it's really just bringing the scale together and being able to leverage these complementary platforms that 1 plus 1 equals more than 3 or 4. And that's what, as we've said, our history and our track record has shown that we've continued to be able to do that with those transactions. I'd say as far as business development opportunities, yes, we've said we'll focus on the OTC channel in continuing to go about and enhance that platform. Obviously, Perrigo accelerates that. But we're interested in building and we believe there's great product opportunities in other assets out there that would let us continue to build the OTC, both in the U.S. as well as Rest of World. And as we've said before, we continue to believe there's dosage forms, therapeutic categories that we still don't have critical mass in. As we added the injectable platform as an important bolus and opportunity for us to gain critical mass in that area, we believe that we've got other areas, such as ophthalmics, that we can continue to bolt-on and really leverage our global commercial platform.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
And then the only other thing I would add is a sustainable cash flow business versus a business that is struggling to grow, I do believe that what we bring to Perrigo is an immediate protection of the downside that we can forecast that we see in their stand-alone business. You cannot ask shareholders to rely on delusional high P/E multiples in order to deliver growth. You must rely on your own capability of producing earnings growth and leave it up to the Street to decide ultimately what P/E multiple and, in particular, platform or profile it deserves.
Operator:
Our next question comes from Andrew Finkelstein with Susquehanna. Your line is open.
Andrew Finkelstein - Susquehanna Financial Group LLLP:
Thanks very much for taking the question. I was hoping you could comment more on a couple things. Number one, you mentioned better margins on some of your existing products in North America. And could you comment how much of that is related to pricing? Number two, Perrigo announced plans to spin off its BMS business. How do you think about a business like that in terms of where you can compete successfully in OTC? And then finally, you mentioned ophthalmics, if you could comment anymore on the capabilities you do have there, including with products like generic RESTASIS. Thanks very much.
Heather M. Bresch - Chief Executive Officer & Executive Director:
I'll start on the North American Perrigo question. Look, I would say as far as price increases, we've had a very consistent approach. We have absolutely had opportunities around generic pricing, but I would tell you is, as we noted I believe in our commentary, that we've seen our volumes up more than our increases. So when you look our broad portfolio and hundreds of products, it's not dependent on any one product or any massive price increases across the board. So I would say what we continue to see is because of the shortages and some of the issues with the FDA, that our ability to have that reliable supply has really been a differentiator for Mylan and has allowed us to continue to do more and optimize the assets we have. As far as the Perrigo businesses and commentary on their price cuts or businesses they're selling, look, I think it would be premature for us to comment on those assets or their assessment. I think that's why, as Rajiv talked about, our first 60 days it's really getting in there and assessing both the people and the businesses and before making any kind of quick rush decisions about what may or may not make sense going forward. Rajiv?
Rajiv Malik - President & Executive Director:
And regarding our product mix, in our global portfolio, we have a bunch of ophthalmics products, including a pending ANDA with RESTASIS, which we are waiting to hear from the FDA. We have filed this ANDA a couple of years back and are waiting to hear from the FDA.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
And I would just close by saying that similar to the last question regarding margin, that the North America increase in margin is the combination of both, as I said, a positive pricing environment, but just as importantly, the cost reductions that our global operating platform has been able to achieve.
Operator:
Our next question comes from Ronny Gal with Bernstein. Your line is open.
Ronny Gal - Sanford C. Bernstein & Co. LLC:
Good morning and thank you for taking my questions. I have three. First, Rajiv, about the insulin product, there are two formulations (66:35) out there. There's a vial formulation and a prefilled syringe formulation. And I know you're working on the prefilled syringe formulations. Others have been struggling with the vial formulation. Can you just confirm to us that you were able to get the vial formulation right? Is this one of the formulations that will be submitted in 2016? Second, on R&D. You seem to have a lot of trials going into Phase III, both on the branded side and biosimilars. Should we expect an increase in R&D in 2016 above the current percentage of revenue, even with the nice EpiPen number? Can you just give us an idea about what is the step function in R&D to cover those? And last, to come back to you guys on this issue of governance, I understand that you want to talk to the board of Perrigo in this issue. But for your own shareholders I think the question is, are you willing to undo the stichting requirements to keep Mylan independent? Are you willing to change the board election to allow shareholders to propose new members, for your own shareholders, looking long term? Is this in the plans? Would you commit to that? Or is this something that you think is like bedrock the way Mylan should operate long term?
Robert J. Coury - Executive Chairman:
Thanks for the question, Ronny. Rajiv, let me take that first and then you can take the other two. Look, Ronny, I don't want to be discussing corporate governance in a vacuum. I think it's appropriate when you look at this new combined entity, its profile, its size and scale, what this new profile will be on a going-forward basis. I think it's very important rather than do this in a vacuum or on our own, I think it's very important that two boards come together and discuss this matter openly. I think it should be discussed with shareholders. Certainly, I would speak to Mylan shareholders. Let me remind you that this corporate governance has been voted in by the Mylan shareholders. And I will always be open. With that said, this is really about the Perrigo transaction right now, but I will always be open with both the Mylan and Perrigo shareholders on an ongoing basis. And all the type of governance changes that you've outlined, I will absolutely be open to all of those things with a good discussion. I believe, first, we need to deal with the Perrigo and the Perrigo potential transaction because I think, again, Ronny, a lot of this is a big red herring. I truly believe it's much more of an excuse that's being used right now than the realities. We are a public company. A company that's a public company is for sale every single day. That's what a public company is. We, as a board, we've made our position abundantly clear that we would not hold this company back. There has been several types of transactions I have mentioned that we would be open for, both in value and in structure, and especially transactions that would accelerate the mission and strategy of the company while delivering value for shareholders. So I want you to understand because I know this is something that you've heard about, something that you've, I'm certain we're going to have a lot more discussions about, but I can't be any more transparent. Let's not use this as an (70:15). So in a way to take it off the table, why I mentioned this morning, why I reached out to Joe after I saw that he left the shareholders no other alternative than to rely on some high P/E multiple. I'm giving him and the Board of Directors an opportunity to have dialogue. I will invite their board members to participate in any questions or considerations on a going-forward basis and I will also invite their board members to come on the board and represent the Perrigo side, the Perrigo shareholders. So let's not use corporate governance in the place of the real value proposition that 80%-plus accretion that we're given to the Perrigo's shareholder. So let me leave it at that. And, Rajiv, you can address both the ....
Rajiv Malik - President & Executive Director:
Yeah, so, Ronny, for glargine, our 2015 submission targets include both vial and cartridge. As far as the R&D spend is concerned, I think it's about the phasing-in of these clinical programs and also on an increased revenue base, the total absolute number of R&D dollars. And we will be maintaining it, our R&D spend, between 6.5% to 7.5% range as we have been – we believe these dollars are good enough for us to manage this programs.
Operator:
Our next question comes from Umer Raffat with Evercore ISI. Your line is open.
Umer Raffat - International Strategy & Investment Group LLC:
Hi. Thanks for taking my question. I have a few, if I may. First, Robert, when you say corporate governance changes, are you referring specifically to stichting or are there other considerations you're evaluating as well? Just wanted to understand that better. And then, Heather, the slides mentioned that for Abbott Established Products business, the year-over-year constant currency growth is 5%. Can you give us what it is without FX adjustment for Abbott Established Products? And finally, John, so what exactly does the purchase accounting amortization entail? I just want to understand like specifically what exactly does it include in that? And what's the $41 million financing-related cost that was non-GAAPed out? Thank you.
Robert J. Coury - Executive Chairman:
In terms of the corporate governance, again, I don't think there should be any limitations when you have an open dialogue with your shareholders, or, in this case, with Perrigo and Perrigo's board. I don't think there should be any limitations if you really are open to have a discussion about corporate governance as a whole.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
Yeah, so on the question of the EPD revenues without being on a constant currency basis, you certainly know that the euro has weakened substantially against the U.S. dollar over the last year. And you also know we didn't own the EPD business last year, so that it wasn't included in our revenue. So I would just say that the EPD business revenues on an actual value as expressed in U.S. dollars are down year-over-year. But, again, it wasn't in our numbers, so it's not necessarily a relevant point. I guess I'll just also hit, Heather, the purchase accounting amortization. When we make an acquisition, U.S. GAAP requires the allocation of the purchase price to the value of the tangible and intangible assets acquired and the intangible assets are then amortized. That's a non-cash amortization charge which had been a consistent adjustment that we've made associated with our adjustments from GAAP to adjusted earnings. And lastly, the financing charges, those represent the costs associated with the refinancing of our capital, our balance sheet, including the committed bridge loan that we have in place associated with our Perrigo tender offer.
Heather M. Bresch - Chief Executive Officer & Executive Director:
And I guess just as a practical note I would add on the EPD business, as we stated when we acquired that business, Abbott themselves had forecasted it to be a declining business. And we had believed that, in our hands, we would be able to focus on investment to make that flat to slightly growing. And I think what we've seen and reported today is just that we continued to exceed those expectations. That business has done very well integrated into the Mylan legacy European platform. So we're proud to say that we're ahead of schedule and continue to see a lot of, not only great cash flows associated with the business, but they're really complementary in nature to the retail pharmacy channel that we already had our legacy business in.
Operator:
Our final question comes from Jason Gerberry with Leerink Partners. Your line is open.
Unknown Speaker:
Hi. Good morning. This is Derek on for Jason. I just had one question. I was wondering if you could talk about the $17 million one-time customer incentive in the EU and whether that was related at all to Perrigo's distributors not taking any Omega products during the quarter? Thanks.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
No, I can confirm to you that it was not. It had nothing to do with that. It relates to the integration of our EPD business in Europe and was, as I indicated, a one-time payment associated with the bringing of the EPD business into Mylan. So, with that, I'd just like to close the call by saying thank you to all the participants. I think that the slides that we reviewed with you today will be available on the Mylan website. We think they produce a clear and compelling case for the value proposition that we're making to the Perrigo shareholders. And we would be pleased to continue to engage with you on the subject. Thanks very much, operator. And you can close the call.
Operator:
Thank you. Ladies and gentlemen, that does conclude today's conference. You may all disconnect and everyone have a great day.
Executives:
Kris King - Vice President-Global Investor Relations Heather M. Bresch - Chief Executive Officer & Executive Director Rajiv Malik - President & Executive Director John D. Sheehan - Executive VP, Chief Financial & Accounting Officer
Analysts:
Sumant S. Kulkarni - Bank of America Merrill Lynch Gregg Gilbert - Deutsche Bank Securities, Inc. Ronny Gal - Sanford C. Bernstein & Co. LLC Elliot Wilbur - Raymond James & Associates, Inc. Umer Raffat - Evercore ISI Andrew J. Finkelstein - Susquehanna Financial Group LLLP Jami Rubin - Goldman Sachs & Co. Marc Goodman - UBS Securities LLC Douglas D. Tsao - Barclays Capital, Inc. Louise Chen - Guggenheim Securities LLC Jason M. Gerberry - Leerink Partners LLC Emil Chen - Morgan Stanley & Co. LLC
Operator:
Good day, ladies and gentlemen. Thank you for standing by. And welcome to the Mylan Second Quarter 2015 Earnings Call. At this time, all lines are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this call is being recorded. I'd now like to turn the call to our host, Ms. Kris King. Ma'am, you may begin.
Kris King - Vice President-Global Investor Relations:
Thank you, Eric. Good morning, everyone. Welcome to Mylan's conference call discussing our second quarter 2015 earnings and our offers to acquire Perrigo Company. Joining me for today's call are
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thanks, Kris, and good morning, everyone. Mylan had a great second quarter. Top-line sales totaled nearly $2.4 billion, a constant currency increase of 36% compared to the same period last year. This result represents double-digit growth in our legacy business, as well as enhanced double-digit growth with the addition of the EPD Business. I'll note as well that EpiPen continues to post strong results and maintains an 86% share in a multi-epinephrine market and has delivered double-digit growth year-to-date. On the bottom line, our adjusted diluted EPS came in at $0.91 for the second quarter, up 32% compared to the same period last year and exceeding our expectations. Again, this result represents double-digit growth in our legacy business as well as enhanced double-digit growth with the addition of the EPD Business. Our exceptional performance this quarter continues to underscore the underlying strength and diversity of our base business and our relentless focus on execution, even in the face of ongoing regulatory delays, as well as external activity. Given the strength and momentum in our business, we are raising our 2015 adjusted diluted EPS guidance range to $4.15 to $4.35, an increase of 19% or 23% on a constant currency basis compared to our performance in 2014. Our guidance now excludes any contribution from generic Copaxone and includes potential generic competition on EpiPen in the second half of the year. In addition, we see the potential for opportunities on the horizon, and we'll provide any updates as appropriate. I'd like to take this opportunity to say thank you, more than ever, to all of our employees around the world for staying focused on executing and delivering great performance. With respect to the external activity, you saw last week that Teva announced an agreement to acquire Allergan's generic drug unit and its withdrawal of its unsolicited expression of interest to acquire Mylan. We very much believe that this is the right outcome for both companies and their shareholders. We believe the transaction further differentiates Mylan as the industry's only predominantly global generics player and will enhance our ability to gain additional share in markets around the world. We believe our offer to acquire Perrigo represents the right next step for Mylan, because it further diversifies our business that creates a paradigm shift in how we'll do business, and establishes a unique platform with the size and scale that allows us to continue being a leading consolidator in our industry. Together, Mylan and Perrigo will create a one-of-a-kind global healthcare company with complementary businesses, unmatched scale in our operations, one of the industry's broadest and most diversified portfolio, and immense reach across distribution channels around the world, allowing us to mean the most to our customers and consumers. We very much look forward to our shareholder vote on August 28; and as a reminder, we intend to take our offer to acquire Perrigo directly to its shareholders. We are confident that they, too, see the compelling value in our offer and this combination will support the transaction. In addition, as an update to yesterday's press release, we have now executed an amendment with all of our bridge credit facility lenders that gives us full discretion to lower the acceptance condition from 80% to greater than 50%, if we so choose. With that, I'd like to turn the call over to Rajiv.
Rajiv Malik - President & Executive Director:
Thank you, Heather. And good morning, everyone. As Heather mentioned, all of our regions and businesses contributed to the outstanding performance we delivered during the second quarter. With each of the regions, delivery is very impressive double-digit growth. Our global generics segment generated third-party net sales of just over $2 billion and increased year-over-year, up 43% on constant-currency basis. In North America, sales totaled $937 million, up 47% year-over-year. Our legacy business grew by 22%. This impressive growth is attributed to continued strong performance of sales from new products at less stable pricing and higher volumes on existing products. In Europe, sales totaled $571 million, a 62% increase as compared to the second quarter of 2014. This increase was largely attributed to contribution of our acquired EPD Business as our legacy business was essentially flat quarter-over-quarter, whereas we benefited from sales of new products or higher volumes on existing ones, primarily in Italy and France, further enhancing our market share. In our rest of the world region, sales totaled $547 million, a year-over-year increase of 51%. Sales from our legacy business grew 23% on a constant currency basis, driven by new product launches in Australia and Japan and higher volumes from our India operations, especially our anti-retroviral franchise. As for our Specialty segment, revenues totaled $302 million, an increase of 5% compared to the last year's second quarter based on double-digit volume growth. We have made very good progress in integrating the EPD Business across the various regions. Overall, we have not only successfully arrested the decline of the business, but we also saw constant currency low-single-digit growth in revenues across the geographies, and the improvement in this business has come quicker than expected. We expect this performance to remain stable this year on a pro forma year-over-year basis. Also, we continue to analyze on a country-by-country basis and explore how we can tap portfolio opportunities for additional value creations that build on our respective sales such as cross-leveraging channels that were not available to either organization on a stand-alone basis. We look forward to executing on these value-creating opportunities to realize the full potential of this combined asset. We also continue to make progress executing against our key growth drivers and positioning Mylan for continued organic growth well into the future. Starting with the respiratory, we remain on track to file our ANDA for generic Advair by this year end. In June, we launched the first and only bioequivalent alternative to GSK's Seretide under the brand name Sirdupla in UK. We only saw a couple of weeks' impact of this product in the second quarter. However, we were very pleased with this launch performance and the boost it gave our business in the UK. We also recently launched the product in Germany. It's worth noting that we leveraged our EPD sales force of this launch, another example of how we are creating value through the combination. We continue to further build out our global respiratory pipeline. For instance, we announced an agreement with Pulmatrix for a clinical stage bronchodilator therapy being studied for COPD. It's the first small molecule formulation from the Pulmatrix, novel inhaled dry powder technology. Regarding our Copaxone program, we were very pleased to see FDA's response to the final Teva CP, where they clearly laid out the general criteria for sameness of a generic Copaxone such as same fundamental chemical reaction scheme, same physical chemical properties and composition, same structural signature for polymerization and de-polymerization and the same response in a biological assay. We are confident that we are fundamentally on the same page regarding the signs and criteria to demonstrate sameness with FDA. Furthermore, we have just recently received some additional clarifying questions from agency, which give us even more confidence that any residual concern of sameness are now behind us. Turning to biologics, following our launch in India, we have now launched our trastuzumab products in several countries in Africa and are filing spending in additional markets across Asia, MENA and Latin America. In addition, we have also begun filing marketing authorizations for insulin glargine in Africa, Asia, Latin America and MENA. The two global clinical trials for generic insulin glargine have made significant progress with recruitment for both Type 1 and Type 2 diabetes studies now complete. Our insulin glargine commercial manufacturing facility is now fully commissioned and we expect will be fully qualified by the end of this quarter. We continue to progress the (14:11). Our trastuzumab and (14:15) Phase III clinical trials are progressing very well towards completion. We are continuing our Phase III study with adalimumab and we have also initiated a Phase I PK comparability study for our bevacizumab program. With regards to our infectious disease growth driver, we launched our branded Sovaldi and generic MyHep, sofosbuvir product for treatment of hep C in India. Additionally, we are making regulatory submission with the multiple emerging markets. We are also developing other combination products for treatments of hep C. As for the latest statistics, more than 150 million people are affected with hep C in emerging markets and Mylan is committed to provide access to the hep C drugs to the patients across these markets in partnership with Gilead. Our ARV products now have approximately half of all people being treated for HIV in the developing world, not just in sub-Saharan Africa, but also in markets such as Brazil and Thailand. Just last month, the United Nations announced that World Health met the target for reaching 15 million people with ARV treatment by 2015, and that the guidelines will now call for reaching 30 million people in the coming years. Mylan is committed to doing our part to reach that goal, which means continued, reliable and sustainable growth in this franchise. Looking ahead to the rest of the year, we are on track to close our acquisition of Famy Care by end of the third quarter, which will further enhance our presence in women's health care. In addition to the strength of this business in the U.S. and other developed markets, we see significant opportunities to leverage this business through the Mylan's platform in emerging markets to enhance success with the contraceptives for more women. We are excited about momentum we have going into the second half of the year. For example, we launched our generic Nexium in the U.S. earlier this week and believe that we are only the second generic to launch to-date. We believe this product has the potential to be a great opportunity for us. I would also like to mention that we are seeing fairly good improvement from FDA in terms of dates of approvals and the level of transparency in communications from the agency. I believe this bodes well for the additional approvals we expect and our overall optimism in the second half of the year. In closing, I would like to also give my sincere thanks to our employees, who have demonstrated unwavering focus on our business and our mission every day. With that, I'll turn the call over to John.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
Thanks, Rajiv. Good morning, everyone. As Rajiv mentioned, our total revenues for the second quarter of 2015 were $2.4 billion, an increase of 29% or 36% on a constant currency basis from the prior-year period. Revenues were unfavorably impacted by foreign currency exchange rates by approximately $127 million in the current quarter, primarily reflecting the strength of the U.S. dollar as compared to the euro, yen, rupee, and Australian dollar. Additionally, third-party net sales were positively impacted by a full quarter of results from the acquired EPD Business of approximately $402 million, of which $250 million was from Europe and $110 million within our rest of world, with the remainder coming from EPD Canada. We will continue to provide EPD-specific quarterly revenue for 2015. However, by the beginning of 2016, the EPD and Mylan commercial businesses will be operating as one, and as such, separate revenue information will no longer be available. For the six months ended June 30, 2015, total revenues were $4.2 billion, an increase of 26% on a constant currency basis from the prior-year period, which includes revenues from the EPD Business of approximately $550 million. Revenues for the first six months of 2015 were unfavorably impacted by current currency translation by approximately $221 million. As a result of the impact of the strong U.S. dollar on the translation of our non-U.S. dollar functional currency operations into U.S. dollars, we now expect full-year foreign currency translation to negatively impact our reported U.S. dollar revenues by approximately $200 million versus the foreign exchange rates used for providing our 2015 guidance. As such, without further weakening of the U.S. dollar relative to the principal currencies in which our businesses operate, we expect that our actual reported 2015 revenues will be at the lower end of our 2015 guidance range. Adjusted gross margin for the second quarter and the first six months of 2015 was a very strong 54%, up approximately 400 basis points for the quarter and 325 basis points in the year-to-date period. Our strong margins are primarily the result of the positive contribution from the EPD Business, new product introductions and increased margins on existing products in North America. We expect the strong margins we saw in the first half of 2015 to continue and we now expect our full-year gross margins to be in the upper half of our 2015 guidance range. R&D expense on an adjusted basis was $168 million, an increase of 21% over the prior-year quarter as a result of continued investment in our respiratory, insulin and biologic growth programs, as well as the impact of the EPD Business. However, as a result of the strong increase in quarter-over-quarter revenue, R&D as a percent of sales fell from 8% to 7%. For the six months period, adjusted R&D expense was $320 million or approximately 8% of total revenues. As we continue to invest in our key growth drivers during 2015, we expect adjusted R&D spending as a percentage of total revenues to be within our guidance range for the full-year. At the same time, SG&A also on an adjusted basis, was $506 million, or approximately 21% of total revenues for the quarter, which includes the impact of the EPD Business along with investments in our infrastructure to support the growth of the company. For the six months period, adjusted SG&A was approximately $914 million or 22% of total revenues. For the full-year, as a result of the strength of the expected revenues in the second half of 2015, we expect adjusted SG&A as a percentage of total revenues to be closer to the midpoint of our 2015 guidance range. We continue to realize tax benefits from the EPD Transaction and inversion that was completed earlier this year. And as a result, we reported a second quarter adjusted tax rate of 18%, which includes the cumulative effect of reducing in the second quarter our annual effective tax rate to 19% from the 20% we reported in Q1. We are continuing to identify opportunities to reduce our overall adjusted effective tax rate and it is possible that in the second half of 2015, we will be able to further reduce this tax rate. Our second quarter adjusted net earnings was $474 million or $0.91 per share, a 32% increase from our Q2 2014 adjusted diluted EPS of $0.69 per share. This adjusted diluted EPS growth exceeded our expectations from the beginning of the quarter and was achieved in spite of delays in new product approvals and a negative $0.02 per share impact from the foreign currency translation that we encountered during the quarter. Furthermore, foreign currency translation had a negative $0.05 per share impact on adjusted diluted EPS quarter-over-quarter from the prior-year. For the six months period, adjusted net earnings were $783 million or $1.62 per share. Turning to our cash flow and liquidity metrics, adjusted cash provided by operating activities was $490 million, a decrease of approximately $69 million from the prior-year period, which is the result of the timing of customer remittances due to changes in contract terms and new agreements entered into in the current year. We expect the impact of this change will be mitigated in the third quarter. Year-to-date, capital spending was $122 million as we continue to invest in our business and growth drivers. At the end of the quarter, our debt-to-adjusted-EBITDA leverage ratio was approximately 2.2:1. We continue to have ample borrowing capacity including our recently announced 2015 term loan, $1 billion of which is we utilized to redeem the 2020 senior notes in July and we expect the remaining amount will be utilized for the redemption of the cash convertible notes, which mature in September. We remain fully confident to even – fully committed to our investment grade credit ratings, including after the successful completion of the offer to acquire Perrigo and including in the event that we decide to reduce the acceptance level of the tender offer to greater than 50%. With regards to the full year adjusted diluted EPS, as Heather indicated, we are raising our full-year guidance range to $4.15 to $4.35 per share, even after considering the impact of potential generic EpiPen competition sometime in the second half of 2015 and including the removal of a Copaxone launch. The midpoint of this revised guidance range of $4.25 per share, represents a 23% constant currency growth in adjusted diluted EPS, reflecting the ongoing strength of our global business. We're also forecasting that our full-year adjusted EBITDA will be in the upper half of our $2.9 billion to $3.3 billion guidance range. For the third quarter of 2015, we currently anticipate adjusted diluted EPS in the range of $1.39 to $1.45 per share, which would be a 22% increase over the prior-year quarter. This guidance range assumes no generic competition for EpiPen in Q3 and will be achieved without the launch of generic Copaxone. That concludes my remarks. I'll now turn the call back over to Eric for questions.
Operator:
And our first question comes from Sumant Kulkarni from Bank of America Merrill Lynch. Please go ahead.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Good morning. Thanks for taking my questions. I have a quick couple. Would you comment on your alternatives just in case of the Perrigo transaction does not go through? And on your lower threshold, would you find an impact in our credit rating there, just in case that comes to fruition from a lower threshold point of view? And second on Copaxone, is your pushing out of the product out of 2015 based on a specific target action date receipt? Thanks.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Hi, there. Good morning and thank you. So, as far as alternatives to Perrigo, I think that we have continued, ever since closing our Abbott transaction, to say that it was going to be the first of a series. Obviously, we believe Perrigo is the right next transaction for Mylan based on the strategic initiatives that we laid out. But as we said before, we like Perrigo, but we don't have to have Perrigo. There's lots of assets available out there that we believe very much would complement our platform that we would be able to leverage the infrastructure, both commercial and operational excellence that we have in place today. So, we've been actively looking at many targets out there. And as I said in my opening remarks, we believe that there's many different ways to get to the scale and size needed for us to continue to be a leading consolidator in this industry. As far as Copaxone, and then I'll let John take your other question on investment grade, look, we just did what we believe to be the financial responsible thing to do, given where we are in the year, given the momentum of our business, of our core business; and as we said, the ability to show not only a strong quarter raised our guidance that we don't need to keep uncertainty in there. So, as you get more into the year, the more we can take uncertainty out of the numbers. We thought that was the prudent thing to do. I can assure you from getting the product approved, we are continuing to work as diligently as we ever had to get it approved. We think it's great. As we've said before, Momenta getting the first product approval, showing that it's possible to have generic Copaxone. We believe – as, I think, Rajiv laid out in his remark, we feel very confident that we've met the expectations of the agency, and we look forward to that approval. So, our bullishness on the product really has nothing to do with, I was just wanting to remove any uncertainty that we can from our numbers.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
And lastly, Sumant, with respect to your question in investment grade credit rating, as I indicated in my remarks, we are fully committed to our investment grade credit rating. And we do believe that should we decide to reduce the acceptance level of our tender offer to a level greater than 50%, that we would maintain our investment grade credit rating during the period in which we didn't have full control of the Perrigo business.
Operator:
Our next question comes from Gregg Gilbert of Deutsche Bank. Please go ahead.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Okay. Thanks. Can you hear me okay?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
Yeah.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
So, a couple for you, John. First, can you discuss those new customer agreements that led to the new payment terms? Is that for all major customers in the U.S. or the big buyer groups, and were there price concessions involved? And in exchange, you get any enhanced visibility, or is it the classic case of the big buyers sort of get what they want? Secondly, can you comment, John, on trade inventory levels at the end of the quarter versus the last quarter or the end of the year, whatever you can provide? And then, lastly, for Heather, I appreciate your comments about there being other targets out there. I was going to ask if the Perrigo vote fails or if something else comes along for Perrigo and pays a bigger price, how quickly can you mobilize your financial resources and move on other transactions? Thanks.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Maybe I'll start and then I'll let John come back on some of the technical aspects. Look, I think, Gregg, you know us pretty well, I think we've shown our ability to move pretty swiftly and quickly. So, I think you should expect nothing less than that, that we will continue to be pursuing a lot of different pathways and be able to strike very quickly, just like we did Abbott and then on to Perrigo. So, there's nothing changed on that front, or certainly nothing changed about our personality or appetite for acquisitions. And I'll just, maybe more comments on the customer in a macro level, and then I'll let John speak to the agreements. But, Gregg, what we have said and what we continue to see is with the consolidation of our customers, especially from a global perspective, our ability to have proven to be that global reliable supply chain continues to prove itself and continues to put us in a position that not only are we able to secure and maintain over a longer period of time our business, but are able to really, like I said, drive and benefit from the stability of our supply.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
So, I think, Gregg, first of all, we did during the quarter complete a agreement – or agreements with customers, and in particular one customer which had the impact of extending customer payment terms. The business benefits coming out of that agreement, for us, far exceeded the cost of capital associated with the extended payment terms, and therefore it was absolutely the right business decision for us to take, and we did so with our eyes wide open. I would absolutely not characterize it as exactly how you said it, but as a big bully or something like that. So, it was a win-win, from our perspective, to conclude this agreement with customers. I think you also asked about trade inventory levels and I can assure you that we have been operating normal business, and there are no unusual inventory levels at our customers.
Operator:
Our next question comes from Ronny Gal from Bernstein. Please go ahead.
Ronny Gal - Sanford C. Bernstein & Co. LLC:
Good morning, guys, and thank you for taking my question. Can you just give us a feel how you're modeling Nexium contribution? Is this kind of like a month or three months or until the end of the year trajectory? When are you assuming additional players come in, just so we can understand the contribution here to the model? And second, can you discuss, are there any complexities associated with reducing the share of Perrigo, in case, there are some Perrigo's shareholders listening, when you reduce their acceptance rate from 80% to 50%, if the result is in that range, 50% to 80%, how is that adds complexity or not to your ability to close the deal versus the result will be above 80%?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Okay. So, Ronny, I'll start with your Nexium. Ronny, I would hope that especially demonstrating this quarter and us raising our guidance under – showing that underscoring the strength of our core business, not relying on any one product or any one territory. So Nexium, obviously, great product and right now, there don't seem to be any other final approvals and there was no one else really tied to the August 3 date because we were the only generic company that hadn't settled. So, I won't speak or have a crystal ball on anybody else's approvals coming, but I can tell you that, as always, we're managing a whole basket of risk and opportunities around the globe. And so, we wouldn't be speaking to modeling of any one particular opportunity, except that it just continues to show the strength in our core business, as well as our ability to continue to receive approvals. As far as the complexity, really, the way that the Irish Takeover Rules work and as we stated back on our – when we got the 2.5, giving us the ability to go directly to Perrigo's shareholders, we put in there that we had optionality to go down to the 50 plus 1%, and really the other – I would not say there's any operational complexity. There is a time period of perhaps one to two months of taking over the board. And then, so once that happens, you've got full operational control of the company. So, it really allows you to be running the company with 50 plus 1% of the vote in a very short period of time. So anything that there would be, it would be a very small temporary blunt of time that we weren't in control.
Operator:
Our next question comes from Elliot Wilbur of Raymond James. Please go ahead.
Elliot Wilbur - Raymond James & Associates, Inc.:
Thanks. Good morning. Just a quick question, I guess relative to sort of external expectations around the Perrigo deal. Obviously, when you first announced it, there was a very strong initial brace of the industry logic that you guys had outlined around the transaction, and obviously you've been out and about meeting with a lot of investors since that time. And I'm just wondering if things like confidence is sort of weighing in the transactions just sort of judging by Mylan's stock price. I'm just kind of wondering sort of based on your read of investment community, do you think it's a function on the fact that people were overly fixated on the type of transaction, maybe not paying enough attention to the standalone merits of the Mylan/Perrigo combination, or do you think it's just a function more of unique considerations around the transaction that have sort of led to now a rather pronounced slippage, I guess, in terms of Mylan's equity value versus at the time when the transaction was first announced? Thanks.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yeah. Thanks, Elliot. Look, I think we started in the right place, which was people's reaction in April, and that's instinctive both – I think instinctive, but the fact that it was strategic and compelling and the right natural fit. I think everybody got right off the bat. I think a lot of shares traded that day and settled out with us at that $68 range, and we felt that was the right range, and we continue to maintain that. What then subsequently happened, I absolutely believe Wall Street became very fixated on a near-term what they believe to be an opportunity. And so we needed to get that behind us, so people could focus back again on the industrial logic of Perrigo. And I think now that that has happened, sure, our stock – we've taken a little bit of a traumatic hit. There was trauma in the marketplace given Teva's actions, and I would say they're kind of disingenuous about maintaining that they were coming with a real offer and surprising the market by doing the Allergan deal. And as I've said, I think that was the right deal for those companies, and this is a short-term, temporary bump in our stock. I think we know our value. We know what we've created for shareholders. We know what we'll continue to create both in the near, medium, and long term. And I think our results today just underscores the strength of our business, both in the – here and now, and then obviously, as we've demonstrated, by raising our guidance for the year. And due to the Irish Takeover Rules, we can't say – give any forecast beyond that. But I can tell you, the strength and momentum in our business is strong, and I think our stock price will quickly come back to reflect that. And as you know, the tender to the Perrigo's shareholders won't be until the September-October timeframe, and we think, by then, all of this noise will have worked itself out. And I think that we still feel, as we're talking to shareholders, that they're back focusing on the Perrigo deal, realizing the industrial logic of it and we believe the Perrigo's shareholders think that we have a very fair and compelling offer on the table. So, we're excited about the next steps and think that we'll see once we get to our vote and then move, hopefully, to the tender offer.
Operator:
Our next question comes from Umer Raffat from Evercore ISI. Please go ahead.
Umer Raffat - Evercore ISI:
Hi, guys. Thanks for taking my question. Heather, would you consider buying back stock if it stays at current levels and do you have the flexibility to do that, while Perrigo is ongoing? And then, John, what's the year-on-year organic growth rate on revenues adjusted for FX and what drove the $500 million move in accounts receivable? Thank you.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Hi, Umer. Thank you. Yes, we absolutely have the flexibility to buy back our stock. And I would say, it's a great buy right now. So, it's a great inflection point for people to get back in, in this moment of, as the chaos that holds itself out, and like I said, I think as we've returned to the levels that we expect to be given, given our results and our performance. But I will tell you, we're committed to investment grade. So, while we have a ton of flexibility and optionality, we obviously stay very committed to our investment grade.
Umer Raffat - Evercore ISI:
Got it.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
And, Umer, with respect to accounts receivable, the increase year-over-year in the accounts receivable is the combination of the acquisition of the EPD Business, that's the majority of it, plus the change in customer payment terms that I referred to during my remarks. And as it relates to organic growth in the business, our business actually grew organically ex-FX, without FX, by – at the top line by 36% year-over-year and with the EPD acquisition representing 22% of that. So, our Mylan legacy business, as I believe Rajiv had in his remarks, grew double-digits.
Operator:
Our next question comes from Andrew Finkelstein from Susquehanna. Please go ahead.
Andrew J. Finkelstein - Susquehanna Financial Group LLLP:
Thanks very much. I was hoping you could talk a bit more about the outlook with EpiPen, in particular, while you still anticipate the possibility of a generic in 4Q in the guidance. Was that part of the contribution to the increase in the range of guidance for the year? And then as you look into formulary coverage and pricing for next year, as some of the exclusion lists come out and where your contracting has been, if there is no generic, where would you expect share and net pricing trends to come out for next year?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Thanks, Andrew. So, look, our outlook for EpiPen remains unchanged. I think we stay very positive on EpiPen. It's been a great product. We continue to see growth, obviously, as I said double-digits so far this year. And it is not due to our raising the guidance. As we noted, we've continued to maintain EpiPen generic coming in the second half of the year. So, if anything, it's an opportunity. And with that being said, I've maintained that I think there's a very high bar to get AB-rated approval. And so, look, we're already on a multi-epinephrine market, to your point. We're competing and we're very proactively competing for market share with our payers and formularies. And we'll continue to do so. And if an AB-rated does not come out, my thought would be next year will look very similar to this year, as far as the competitiveness of us maintaining, one our market share and our positions with formularies. So, EpiPen continues to do great. And like I said, but we've done a financially responsible thing as factoring it in. And so, we'll just have to see how the year plays out.
Operator:
Our next question comes from Jami Rubin of Goldman Sachs. Please go ahead.
Jami Rubin - Goldman Sachs & Co.:
Thank you. Just a couple of questions. Heather, what do you mean in your press release in your prepared remarks by saying that you expect potential opportunities on the horizon. I mean, don't most companies expect potential opportunities on the horizon? Can you just clarify that a bit more? And then maybe, Rajiv, if you could talk about the upcoming IPR decision related to Copaxone 40. What we should anticipate? How you expect the legal roadmap to look like there? Thanks very much.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure. Well, Jami, and I think, as I alluded to you earlier, obviously, as you know, we're under Irish Takeover Rules which prohibit really quantifying much from a forecast perspective. But I think given what we were trying to indicate is, given the strength and momentum in our business for the first half of the year, we see just a lot of opportunities in the second half of the year. And as we've said, we'll certainly update that as appropriate. But it was really just to signal, one, the strength of our business, and two, the opportunities we continue to see over the near and medium-term.
Jami Rubin - Goldman Sachs & Co.:
So, that's not related to a specific M&A opportunity?
Heather M. Bresch - Chief Executive Officer & Executive Director:
Not related to anything specific, it's just opportunities, in general.
Rajiv Malik - President & Executive Director:
And Jami, on Copaxone IPR, I think based on the legal arguments we see, and how it's going, we have been very confident on this IPR litigation or on IPR case and we are looking forward to the decision around end of August.
Operator:
Our next question comes from Marc Goodman of UBS. Please go ahead.
Marc Goodman - UBS Securities LLC:
Good morning. So, Rajiv, you had talked about Copaxone. I just want to make sure I understand. You said that you got feedback from the FDA and in those comments, there were not any concerns around the sameness of your products. So, there obviously were some other issues. Can you tell us what they were, whether just minor, procedural things that you quickly gave responses to and you feel really comfortable that the FDA has now gotten everything that they need? Were the things that they asked, were they surprising? I'm just trying to understand. I mean, I think we can understand why you would take it out of this year's numbers to be conservative, but it doesn't seem to make sense that you would be taking it out completely, given the commentary there. And then second, Heather, maybe you can just talk about some of the key markets in Europe and the performance there, France and Italy. You mentioned the volumes and stuff. How is the pricing environment, what's going on with market shares? And mention the UK as well. Thank you.
Rajiv Malik - President & Executive Director:
On Copaxone. Let me say, Copaxone has a – we all knew it's a complex product and if everything is not black and white, then there's a little bit of gray. So, the citizen petition response and Momenta's approval gave us a lot of confidence that, fundamentally, we are on the same page. The last bit of questions, the clarifying questions are around fine-tuning – I will not call exactly the fine-tuning, but there are some different methodologies which we have used, and we are trying to give them more information about some of the abstracts where they want to see more clarity. We just received that question. We're in the process of turning it around in the next couple of days. And then we will be working very closely with the FDA to take it to the next logical stage.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Yes. And, Marc, as far as Europe is concerned, look, I think we continue to be very optimistic. Our organic business was flat. However, we're still showing growth organically for Europe as far as the year is concerned. And our EPD Business was flat year-over-year for the EPD which, as you know, is a positive. They had budgeted and spoke about single-digit decline in that business, and we've been able to almost really accelerate the flattening of that business versus a decline in that business. So, I think it, again, underscores it was the right transaction, given our portfolio and the complementary nature of the commercial infrastructure, as well as the products. I think the integration is going great. And as I look at France, we continue to regain market share in France. We've gained significant momentum in Italy. As Rajiv spoke about earlier, we've launched the Seretide in UK. And while we only had a couple weeks under our belt for this quarter, we think that's going to be a great product and then look forward to that coming in Germany. So, look, I think there's a lot of momentum coming in Europe, and the business is doing great.
Operator:
Our next question comes from Douglas Tsao from Barclays. Please go ahead.
Douglas D. Tsao - Barclays Capital, Inc.:
Hi. Good morning. Thanks for the question. So, first, Rajiv, maybe if you could provide a little bit more detail on the status of the Advair program. I mean, I think you indicated you'd be able to file the ANDA by the end of the year. And just maybe when you would be able to – or showing your plan to – if you plan to show the Phase III clinical trial results from that program. And then, John, if you could provide just an update on the pricing environment in just the base generics business right now. Thank you.
Rajiv Malik - President & Executive Director:
Doug, on generic Advair, there are a number of studies which are currently underway. There are several PK, pharmacokinetic studies which are underway. We are expecting within the next few weeks or a couple of weeks, in fact, of the clinical endpoint data. We have a device robustness study which is coming around. So, everything is aligned and progressing very well. Our commercial and manufacturing installation is not only installed, but now undergoing their qualification. So, we remain very confident about filing this ANDA towards the end of this year.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
And, Doug, with respect to the pricing environment, the way I would characterize it is extremely stable. For the year-over-year, the pricing environment, the price globally is really equal or zero, with positive pricing in the North America, mid-single-digit price declines in Europe which our volume more than offsets, and low-single-digit price in the rest of world. So, we're very pleased with the development of pricing around the globe.
Operator:
Our next question comes from Louise Chen of Guggenheim Securities. Please go ahead.
Louise Chen - Guggenheim Securities LLC:
Hi. Thanks for taking my questions. First question I had was just on Mylan as a stand-alone. Curious what your strategic priorities are for this year and beyond this year. Maybe if you could refresh us on that one. And then secondly, you had mentioned that you don't have to have Perrigo. So, if it's not Perrigo, what other areas are you interested in? Is it still generics? Is it brand, U.S., O-U.S.? Any color would be greatly appreciated. Thank you.
Heather M. Bresch - Chief Executive Officer & Executive Director:
Sure. So, Louise, I would say our priorities right now is getting the Perrigo deal done. But as I said that if that does not happen, we obviously are actively looking at a lot of assets, and I think you should just expect there's obviously things for sale all over the globe. Starting with here in the United States, we see assets that would increase dosage form or therapeutic categories. We see interesting bolt-on opportunities that will continue to enhance the infrastructure we have in place. We see assets in Europe that could, again, given now our commercial infrastructure with Abbott, EPD and our legacy business that would complement that. We continue to see other OTC opportunities that would allow us to continue to be able to fill out that OX (52:35) channel. So, I would say that, like I said, we've been very clear about our priorities. But with that being said, we believe there's a lot of – from priorities and the dosage form and the channels which we want to reach critical mass, I mean the most to our customers and to the consumers, and we believe there's a lot of different assets that can get us there. It's just that the Perrigo kind of accelerates that for us and as well as for them. They talk about their base plus, plus, plus business, we get them to base plus overnight. So, we think that that synergy and complementary nature is why again it's the right next company for Mylan.
Operator:
Our next question comes from Jason Gerberry from Leerink Partners. Please go ahead.
Jason M. Gerberry - Leerink Partners LLC:
Hi. Good morning. Thanks for taking my question. First question for Rajiv, just on the Advair competitive landscape, any visibility into other companies that were recruiting patients to run these equivalent studies? You guys are the most open and visible about your development updates. So, just curious if you have any intelligence in terms of any other companies that might be on a similar timeline with you guys. And then second question for Heather, just as you think about the evolution of the generics industry with the Teva/Allergan combination, just kind of curious how you think that competitively impacts your business, if you think there's any risk to that deal closing. I know you guys raised some anti-trust issues with the Teva/Mylan combination and given Allergan's book of businesses, pretty comparable in size, just kind of curious how you think about that issue? Thanks.
Rajiv Malik - President & Executive Director:
So, Jason, I believe that our intelligence is not going to be far more than what you have. We have heard Sandoz-Oriel, sometime back we have heard Actavis having a program. We have also heard about 505(b)(2) between the Teva or some other programs. But, we are not actively or heard and seen that recruitment in the clinical, so we can't see anything more than that, but we believe that we are significantly ahead of others and we continue to maintain that momentum.
Heather M. Bresch - Chief Executive Officer & Executive Director:
And Jason, as far as the generic landscape goes, what's interesting is the FTC issues we've raised that obviously, there was the normal overlap consideration that the FTC should be looking at. But additionally, we said there is much more macro issues that they needed to take into consideration. And in fact, I actually used the example that if you look at the four top players in our industry, three of them are predominantly in the brand. That leaves only Mylan as the true global generic company. And therefore, if one of the other three consolidated, which has now happened, you take Teva and Actavis, that we thought they brought to the marketplace would be much less significant than it's taking the only generic advocate out of the industry would be. So, as I mentioned in my opening remarks, not only do I see it as different, I see it as a huge opportunity for Mylan. I mean, if we look historically at these large consolidations that take in place, we've been able to disproportionately gain market share as other use it as they divest and sell off assets. So, we see it as a great opportunity to build up our markets around the world.
Operator:
Our next question comes from David Risinger from Morgan Stanley. Please go ahead.
Emil Chen - Morgan Stanley & Co. LLC:
Hi. This is actually Emil Chen on for Dave Risinger. Thanks for taking my question. John, earlier you mentioned that the pricing environment globally is relatively stable and apologies that I missed it, but can you just comment again specifically on the U.S. generic pricing environment? And then secondly, on EpiPen, what are the prospects for any potential future price increases? Thank you.
John D. Sheehan - Executive VP, Chief Financial & Accounting Officer:
So, I indicated that in my remarks that with the overall global environment for pricing being stable, that the North American pricing environment was positive.
Heather M. Bresch - Chief Executive Officer & Executive Director:
And as far as EpiPen goes, look as I've said, we are being very proactive and competitive in the multi-epinephrine marketplace; and therefore as we said here today, we continue to take – look at EpiPen in a holistic manner and take opportunities as you would for a brand. So, you should foresee that just continuing as we continue to maximize the EpiPen franchise.
Emil Chen - Morgan Stanley & Co. LLC:
Great. Thank you.
Operator:
This concludes our Q&A session. I will now turn it back to Kris King for closing remarks.
Kris King - Vice President-Global Investor Relations:
Thank you, everyone for joining us this morning. Hope you all have a good day, and we'll be speaking to you soon. Bye-bye.
Operator:
Ladies and gentlemen that concludes today's conference. Thank you for your attendance. You may now disconnect. Everyone, have a great day.
Executives:
Kris King - Vice President, Global Investor Relations Heather M. Bresch - Chief Executive Officer Rajiv Malik - President John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer Anthony Mauro - President, Mylan North America, Mylan N.V.
Analysts:
Sumant S. Kulkarni - Bank of America Merrill Lynch Gregg Gilbert - Deutsche Bank Securities, Inc. Jason M. Gerberry - Leerink Partners LLC Andrew J. Finkelstein - Susquehanna Financial Group LLLP Jami Rubin - Goldman Sachs & Co. Mike E. Faerm - Wells Fargo Securities LLC Christopher T. Schott - JPMorgan Securities LLC Umer Raffat - Evercore ISI Aaron Gal - Sanford C. Bernstein & Co. LLC David R. Risinger - Morgan Stanley & Co. LLC Louise Chen - Guggenheim Securities LLC Randall S. Stanicky - RBC Capital Markets LLC Marc Goodman - UBS Securities LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan N.V.'s First Quarter 2015 Financial Results Conference Call. At this time, all participant lines are in a listen-only mode to reduce background noise, but later, we will be conducting a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I'd now like to introduce the first speaker for today, Kris King. Ma'am, you have the floor.
Kris King - Vice President, Global Investor Relations:
Thank you, Andrew. Good afternoon, everyone. Welcome to Mylan's conference call discussing our first quarter 2015 earnings and our offer to acquire Perrigo Company plc. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Executive Vice President and Chief Financial Officer, John Sheehan; and President, North America, Tony Mauro. During today's call, we will be making forward-looking statements 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 proposed acquisition of Perrigo by Mylan, which I will refer to as the Perrigo proposal; Mylan's acquisition, which I will refer to as the Abbott transaction of Abbott Laboratories' non-U.S. developed markets specialty and branded generics business, which I will refer to as the Abbott business; the benefits and synergies of the Perrigo proposal or Abbott transaction; future opportunities for Mylan, Perrigo, or the combined company and products; and any other statements regarding Mylan, Perrigo, or the combined company's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and targets for future periods. 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, uncertainties related to the Perrigo proposal and the consummation thereof; the ability to meet expectations regarding the accounting and tax treatments of the Abbott transaction and the Perrigo proposal; changes in relevant tax and other laws; the integration of Perrigo and the Abbott business being more difficult, time consuming or costlier than expected; operating costs, customer loss and business disruption being greater than expected following the Perrigo proposal and the Abbott transaction; the impact of competition situations where we manufacture, market and/or sell products, notwithstanding unresolved allegations of patent infringement; any regulatory, legal or other impediments to our ability to bring new products to market; those set forth under forward-looking statements in today's earnings release; and the risk factors set forth in Mylan N.V.'s Form 10-K for the period ended December 31, 2014, as well as our other filings with the SEC. These risks, as well as those other risks associated with Mylan, Perrigo and the combined company are also more fully discussed in the Registration Statement on Form S-4 and the Proxy Statement we are filing today in connection with the Perrigo proposal. We undertake no obligation to update any statements made today, whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's earnings release and the slide deck used during today's call, both of which are available on our website, as they contain detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure. I would also like to point out that Mylan's offer for Perrigo is governed by the Irish Takeover Rules. Under the Irish Takeover Rules, Mylan management is prohibited from discussing any material, new information or significant new opinion which has not been publicly announced. Any person interested in shares in Mylan or Perrigo is encouraged to consult a professional advisor. Before I turn the call over to Heather, let me also remind you that the material in the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's express written permission. An archived copy of today's call will be available on our website and will remain available for a limited time. With that, I'll now turn the call over to Heather.
Heather M. Bresch - Chief Executive Officer:
Thank you, and thank you for joining us this afternoon. As promised, we've been busy since we last spoke to you on our fourth quarter earnings call. Our primary focus today will be on our strong first quarter results and on our legal binding commitment to acquire Perrigo. Mylan fully intends to comply with all requirements of the Irish Takeover Rules that govern this process. As such, we would like to caution investors that we will be limited in our ability to disclose certain forward-looking information. Further during this call, we will not be discussing board or board-related matters. As such, we will not be speaking to Teva's unsolicited expression of interest or answering questions on this topic. We believe that our board's response speaks for itself. Before I turn the call over to Rajiv and John, who will briefly review our first quarter earnings, I'd like to say hello and thank you to all Mylan employees around the world joining us on the call today, including our new Mylan EPD employees. I would like to thank each and every one of them for their hard work, dedication, and continued focus on execution, all of which helped us to deliver the strong first quarter performance we will be discussing today.
Rajiv Malik - President:
Thank you, Heather, and good afternoon, everyone. As you can see on slide seven, Mylan delivered solid first quarter results, kicking off what we believe will be yet another year of strong financial performance for the company. Sales during the quarter totaled nearly $1.9 billion, a constant currency increase of 15% compared to the same period last year. Adjusted diluted EPS came in at $0.70, an increase of 6% compared to the first quarter of 2014. As highlighted on this slide, all of our regions within the Generics segment experienced strong constant currency revenue growth, which was a result of new product introductions combined with positive impact, especially in Europe, of the acquisition of the non-U.S. EPD business. Within our Specialty segment, third-party net sales in the first quarter increased 8% compared to the prior year period as EpiPen Auto-Injector continued to experience volume growth. In addition, the integration of the recently acquired EPD business is proceeding smoothly and we already have begun realizing the substantial value we envisioned from this strategic transaction. Turning to slide eight, we have been very active during the first quarter with respect to execution of our growth drivers. For instance, recruitment for our comparative effectiveness study for generic Advair is nearly complete and we look forward to getting back in front of the FDA in late summer and remain on track for filing our ANDA by year end. As you are aware, we have established a strategic collaboration with Theravance Biopharma for the development and commercialization of TD-4208, which is expected to be approved as a once-daily nebulized LAMA product for COPD patients. Our technical and clinical teams have been working diligently together and we can now tell you that we expect to initiate our Phase III efficacy trials in the second half of this year. We also remain on track to launch our two other respiratory programs in Europe this year, generic Seretide MDI and generic Flixotide MDI. Similarly, with respect to our two Phase III studies for Glargine, we have completed recruitment for Type 1 diabetes studies ahead of schedule and we expect to wrap up recruitment for the Type 2 diabetes study in July. We remain on track to commission our commercial manufacturing facility by this summer's end. On the biologics front, we continue to progress with our partner Biocon on trastuzumab global Phase III trial. We are pleased to report that the Phase III trial for (9:15) is well underway and we also have recently initiated our global Phase III study for adalimumab. With regard to our ANDA for generic Copaxone, as previously stated, we responded to all FDA requests to date. We remain fully confident that we are well-positioned to receive approval for our application. The approval of the Sandoz ANDA demonstrates that FDA is moving forward with approvals of substitutable generic version of this product. We are further encouraged by FDA's denial of Teva's eighth citizen petition. The FDA's response outlines their criteria for approval and Mylan is confident that our ANDA meets each of these criteria. We also completed the clinical equivalence trial for Estradiol Vaginal Cream as per FDA's guidance and look forward to the next steps to adding another complex product to our portfolio. Finally, I would like to echo Heather's sincere sentiments by thanking our employees for their unwavering dedication to our cause of delivering better health for a better world. With that, I'll turn the call over to John.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
Thank you, Rajiv. Looking at slide nine, as Rajiv mentioned, our total revenues for the first quarter of 2015 were $1.9 billion, which included one month of results from the Established Products Business we acquired. Sales were unfavorably impacted by approximately $93 million due to the effect of foreign currency translation, primarily reflecting changes in the U.S. dollar as compared to the euro, the yen, and the Australian dollar. However, on a constant currency basis, revenues in our Generics segment increased 15% when compared to the prior year period, an increase that includes revenues of $147 million contributed from the EPD business. Adjusted gross margin for the first quarter of 2015 was a very strong 53%, up 240 basis points from the same prior year period. Our strong margins were primarily the result of new product introductions in North America combined with the positive contribution from the EPD business. R&D expense on an adjusted basis was $152 million or approximately 8% of total revenues. As we continue to invest in our key growth drivers during 2015, we expect R&D spending as a percentage of total revenues to be within our guidance range for the full year. At the same time, SG&A also on an adjusted basis was $409 million or approximately 22% of total revenues, which includes the impact of the EPD business combined with our continued investment in the EpiPen Auto-Injector. Our first quarter adjusted net income was $309 million or $0.70 per share, a 6% increase from our Q1 2014 adjusted diluted EPS of $0.66 per share. Our adjusted diluted EPS was above our expectations from the beginning of the quarter and was achieved in spite of the significant currency headwinds we encountered. Turning to our cash flow and liquidity metrics; cash flow from operations on an adjusted basis was $336 million, and first quarter capital spending was $48 million as we continued to invest in our business and growth drivers. At the end of the quarter, our debt to EBITDA leverage ratio was approximately 2.1 to 1. We continue to have ample borrowing capacity, including our recently announced bridge credit agreement for the proposed Perrigo transaction, and we remain committed to our long-term leverage targets which are consistent with investment grade. To summarize, our first quarter provided an excellent start to 2015 and we remain committed to our 2015 guidance metrics which we communicated during our Q4 2014 earnings call in March. For the second quarter of 2015, we currently anticipate adjusted diluted EPS in the range of $0.86 per share to $0.90 per share, which would be a 28% increase over the prior year quarter, and we remain confident in our calendar year adjusted diluted EPS guidance range of $4 per share to $4.30 per share. That concludes my remarks, and I'll turn this call back over to Heather.
Heather M. Bresch - Chief Executive Officer:
Thank you, John. Close to a decade ago, we laid out Mylan's vision and strategy and since pursued them relentlessly and consistently, never doing transactions for transactions' sake, never doing transactions whose main focus was cost synergies, never doing transactions for the sole purpose of lowering our tax rate. Instead, we have always focused on doing transactions that complement our strategy, support long-term sustainable growth, allow us to further enhance and leverage what we've built and help us move closer to achieving our vision of delivering better health for a better world to seven billion people. As we have demonstrated, Mylan aggressively pursues such transactions and we have repeatedly stated that we would be using our enhanced financial flexibility to do other large deals. And for those of you who know Mylan well, we do what we say we are going to do. The combination with Perrigo is simply the next important strategic step in our evolution, and builds on our strong platform consistent with our long-standing and clearly articulated vision and strategy. We have long believed the combination of Perrigo and Mylan represents an extraordinary opportunity. As you have seen through our actions over the past few weeks, we are committed to making this combination a reality. The combination of Mylan and Perrigo demonstrates clear and compelling industrial logic. The potential here is truly transformative, and the transaction would redefine the delivery of global healthcare. A combined Mylan and Perrigo would be ideally positioned at the forefront of the megatrends driving change throughout the healthcare industry, including the growing number of Rx to OTC switches underway. Together, we could better serve our customers and patients, create more opportunities for our employees and communities, and generate additional value for our shareholders and stakeholders. Mylan and Perrigo are highly complementary businesses and together, we would have unmatched reach and impact. Each company augments the other's platform to create something that is better, not just bigger, in terms of portfolio and pipeline, commercial footprint, operational leverage across customer channels and manufacturing and supply chain capabilities. Let me quickly highlight some of the key strategic and financial benefits of the transaction. As a combined company, we will have a meaningful presence across all customer channels and we will have critical mass and leadership across Gx, Rx, and OTC with one of the industry's broadest and most diversified portfolios. We will have the opportunity to offer our customers a compelling value proposition through a unique ability to deliver products and services in an environment where scale and reach are increasingly important. We will also have unmatched global scale and immense geographic reach in order to maximize this portfolio across existing and new markets. This scale and reach would improve patient access to affordable, high-quality medicine. In addition to an enhanced commercial platform, we will have a massive global manufacturing platform and supply chain. This will provide a real critical advantage because it will allow us to deliver the reliability and cost advantages our customers have come to rely on. We are well-positioned to optimize the enhanced platform of the combined company, as well as Mylan's strong brand equity, to capitalize on trends shaping the healthcare industry and drive future growth and financial performance. The combined company will be a stronger, larger and more diverse business, with approximately $15.3 billion of pro forma revenues in 2014 and significant free cash flow. Importantly, the transaction is accretive to adjusted EPS on a fully synergized basis. We expect to achieve annual pre-tax operational synergies of at least $800 million fully realizable by year four after closing. We also expect to maintain our investment grade credit rating. The strong industrial and financial rationale will redefine how we can deliver on our mission to provide the world's seven billion people access to affordable, high-quality medicine. Turning to slide 12, you can see that this transaction aligns with our existing growth drivers, enhancing our capabilities in respiratory and complex products, providing access to new geographic markets, while adding an exciting new opportunity in OTC. This broader platform enhances our ability to provide customers with healthcare solutions, not just products. We have long thought that OTC could be a very important piece of the Mylan story and have carefully evaluated the best way to expand our presence in this area. In fact, the acquisition of the EPD business gave us a foothold in OTC. That platform would complement and enhance Perrigo's existing global growth plan. Moving on to slide 13; importantly, our history of doing good and doing well would only be improved by this combination. Our broader product portfolio, significant commitment to R&D and larger cost advantaged manufacturing platform would better position us to serve our patients and customers and further enhance our ability to provide access to medicines and bring new innovations to market. The transaction also would create more opportunities for employees because they would be part of a larger and even stronger organization with significant growth potential. We have a great admiration for Perrigo's management and workforce, and there would be opportunities for best practice sharing across the combined company. Mylan has long been considered a partner of choice, given our platform and geographic breadth, and this transaction would only enhance that positioning. The increased scale and significant free cash flows will directly enhance the position of our creditors and suppliers as well. And as we will outline in more detail now, this transaction has significant potential for shareholder value creation. You can't just buy your way to greatness; you have to earn it through execution and performance. Both Mylan and Perrigo's shareholders can have great confidence in the value potential of the combined company, based on our management teams' proven ability to deliver shareholder value and achieve our goals through strategic organic and inorganic growth initiatives. As we have outlined here on slide 14, we have carefully pursued transactions in the past that enhance our strategic positioning in the industry and add key capabilities, expanding geographic reach or enhancing operations. For instance, in 2007 we acquired Matrix and began building a horizontally and vertically integrated platform that today would be nearly impossible to replicate. Matrix also gave us a presence in India, which today is home to nearly half of our operations and employees. We subsequently build upon this transformational transaction, creating a global footprint that we now leverage to deliver high-quality products efficiently and cost effectively around the world. Importantly, Mylan has the right team to execute and integrate this transaction. We have a strong track record of creating value from M&A and exceeding our synergy targets. Our integration of Merck's generics and specialty business is an excellent example of exceeding our synergy targets in a large, transformative transaction. We delivered acquisition synergies of approximately $500 million from this deal, which was double our original target. These transactions and continued consistent strong execution on our business have resulted in strong performance and value creation for our shareholders, as you can see on slide 15. The team that delivered this double digit top line and bottom line growth and that integrated these prior deals is the team running this business today. Our performance is best seen through our annualized three-year total shareholder return, which is 50% higher than the S&P 500 Pharma benchmark and more than double the S&P 500 over the same period. The current Mylan team also would benefit from the experience, expertise and institutional knowledge of core executives from the Perrigo and Omega team, and we have proposed joining the leadership team of the combined company precisely because we have great respect for what they have built. Rajiv will now review how this combination will enhance our operational and commercial excellence.
Rajiv Malik - President:
Thank you, Heather. I also am very excited about the potential of this transaction and the many opportunities that it would create for both Mylan and Perrigo. On slide 17, you can start to see how we will mean more to our customers as a result of this combination. We'll have an impressive, diversified, and differentiated product portfolio with an ability to offer all of our customers thousands of marketed products across Gx, Rx, and OTC and across therapeutic categories and dosage forms. The charts on this slide really spell out how the combination will expand and diversify both businesses' portfolios, including increasing Mylan OTC offering from 2% of revenue to almost 30%. A combined Mylan and Perrigo would have an unmatched ability to serve the front and back of pharmacies and other retail locations. Mylan's portfolio would be further strengthened by Perrigo's strong and complementary position in nutritional and animal health products which would allow us to bring even more value to customers around the world. Turning to slide 18, you can see how the combined company would be well-placed to build and strengthen its existing portfolios by developing and commercializing new products. Both Mylan and Perrigo have robust pipelines in Gx and OTC opportunities. In the past few years we have really distinguished ourselves from our peers through our ability to secure new approvals. For example, in 2014 we were the leading ANDA filer and we currently have an impressive 269 ANDAs pending with FDA, including 44 first-to-file opportunities. We also have a track record of securing approvals across multiple countries and currently have more than 3,700 global filings pending regulatory approval. At the same time, Perrigo has an exciting opportunity ahead of its market trends in OTC continue to move favorably in its direction. As Perrigo recently stated, it expects nearly $1 billion in total new product revenues over the next three years. Mylan's efficiencies and clear record of success in execution can play an important role in helping ensure that Perrigo captures the potential of these products around the world. In short, the combined company has a clear opportunity to further build its portfolio by bringing hundreds of new products to market every year across therapeutic categories and dosage forms, and drive organic growth well into the future. Turning to slide 19, Mylan and Perrigo share many values and we have great respect for what Perrigo has accomplished. One common area of focus for our companies is R&D and its ability to unlock future growth drivers as the global healthcare system continues to evolve. At Mylan, we have been talking about the exciting opportunities in biologics, respiratory, and other complex products for some time now, and we are making great progress in many of these areas. Similarly, Perrigo's platform will continue to evolve through strategic R&D investment to capitalize on macro trends, especially the powerful and ongoing move from Rx to OTC and the opportunities for branded OTC extensions. This shared commitment to R&D coupled with a proven ability to secure approvals will continue to drive the growth of the combined company and position it to capitalize on the opportunities of the changing global healthcare industry. On slide 20 you can immediately see that a combined Mylan and Perrigo would have a massive vertically integrated manufacturing platform with 70 production sites around the world. Moving on to the next slide; this combined platform will have annual capacity of more than 100 billion tablets and capsules, and leveraging capacity across the combined companies' manufacturing platform will drive growth and our ability to bring products to market, while minimizing the need for near-term investment in additional capacity. This platform also will be differentiated by both companies' commitment to and track record of quality and proven ability to manage the entire global supply chain. All of this will give us the flexibility to deliver the quality, reliability and cost advantages that customers have come to rely upon. In addition to our strong presence in oral solids, we'll have broad capabilities across APIs, injectables, (28:34), semi-solids, ointments, creams and liquids. Further, we are enhancing these capabilities with additional complex technology capabilities, including respiratory, biologics and insulin. In short, this platform would be a one-of-a-kind asset capable of delivering all of what our customers need today, while supporting future growth. Slide 22 demonstrates just how strong the combined companies' consumer-focused platform would be. Together, Mylan and Perrigo would pose a broad portfolio of curable market-leading, consumer-facing products across specialty, branded generics, nutritional and OTC. Mylan's strong existing consumer-focused portfolio, which includes leading brands such as EpiPen, Brufen, Perforomist, and Creon, among others, would be further strengthened by Perrigo's powerful brands, such as (29:42) Physiomer and Paranix. This strong portfolio will be supported and further enhanced by Mylan's consistent investment in its brand equity across customer channels. Moving to slide 23, you can see what we mean by this combination redefining the delivery of healthcare. With addition of Perrigo, we would have an unmatched ability to deliver for all of our customers and, ultimately, patients. We would have critical mass across all customer channels and would be able to leverage our operating platform and commercial best practices for customers in every segment, especially the retail and pharmacy space. We'll go to market as One Mylan with the ability to meet the critical needs of all our customers and patient groups, and deliver meaningful healthcare solutions. Although, we'll be optimally positioned to capitalize on macro trends and the industry environment, including evolving distributor and pure dynamics, the need for increased scale and reach and Rx to OTC switches. Now let's turn to slide 24 to look at how this impressive portfolio would be leveraged by a broad commercial footprint. The combined company would have a significant commercial presence, covering approximately 145 countries worldwide. This global platform, which Perrigo doesn't have today, would be at (31:24) Perrigo's early stage global expansion efforts and create expansion and revenue growth opportunity by introducing Perrigo's products in these new geographies. Perrigo would also facilitate Mylan's entry into some new exciting geographies, such as Mexico, Russia and Israel, providing opportunities to introduce Mylan's broad portfolio in these countries. Further, the combination would optimize each company's platform in both North America and Europe. There is significant opportunity to drive additional value in Europe because Mylan could leverage its recently acquired assets from Abbott, and Perrigo's recent acquisition of Omega to accelerate brand growth in the region. This will create greater opportunities for employees and allow us to better serve patients and customer in the region. The EPD business complements Mylan's Generics sales force in Europe because of its deep experience in specialty and branded generics. Through this transaction, Mylan's platform would be further enhanced by Omega's OTC sales force. The complementary nature of Mylan and Perrigo platform would create additional growth opportunities through cross-selling and sharing best practices. The opportunities in Europe are especially exciting given the unique dynamics of its pharmacy model. I will now introduce Tony Mauro, President of North America, to provide you with the details on how this transaction would enhance our presence in our largest market, North America.
Anthony Mauro - President, Mylan North America, Mylan N.V.:
Thanks, Rajiv, and good afternoon, everyone. As Heather and Rajiv clearly laid out, we're very excited about the opportunity to create a new kind of value for customers and patients in North America through the acquisition of Perrigo; value that can be experienced across every stage of life from a range of acute and chronic conditions in aisles of every pharmacy, as well as behind the counter. For instance, Mylan accounts for approximately 1 in every 13 prescriptions dispensed in the U.S., showcasing our reach with pharmacists and physicians, while the majority of Perrigo's product portfolio is consumer-facing. By adding Perrigo's large OTC and complementary generics portfolio to Mylan's extensive and existing product offering and commercial organization in North America, we're looking at a total offering of more than 430 generics and more than 1,900 SKUs in over 400 OTC product families. In the U.S., Mylan and Perrigo enjoy long-standing relationships with the vast majority of retail pharmacies. Currently, five of Mylan's top customers account for more than 75% of our Generic business. The continued consolidation of our customer base and remaining existing supply network has created a unique opportunity for Mylan and Perrigo to combine a front store and back store portfolio that would allow our customers to meet patients' needs in a whole new way. Enhancing our position as the supplier of choice in North America means providing an agile supply of high-quality product while ensuring the scale and efficiency our customers need to act quickly in today's ever-evolving marketplace. Finally, strengthening our North American offering will build unmatched brand equity across every point in the patient's journey, from behind the counter to front store consumer-facing offerings, the combination of Mylan and Perrigo in North America creates a one-of-a-kind opportunity to focus less on individual products or treatment categories and more on providing patient solutions. Now, let me turn the call back over to Rajiv.
Rajiv Malik - President:
Thanks, Tony. On slide 26 you can see that this transaction will generate significant synergies. As Heather stated earlier, these complementary assets are expected to drive at least $800 million of annual pre-tax operational synergies by the end of year four following completion of the transaction. We have a lot of confidence in our synergy targets. I also know that the Irish Takeover Rules require such estimates be prepared using a sound process and be independently reported on, in our case, by PwC and Goldman Sachs. As we've said before, this team has a proven history of meeting the goals it sets for itself and oftentimes exceeding those goals. Those who know Mylan recognize its history and our synergy goals should be viewed in the context of what our team has been able to accomplish in the past. We believe we can leverage the strengths of both organizations to achieve our targets, while at the same time accelerate the growth of the combined company. Given the scale of our platform, we see significant opportunities for enhanced efficiencies. This also will limit our need for planned expansion. As you will recall, Mylan had previously planned to increase its oral solid capacity to more than 80 billion doses and this gets us beyond our goal. We also see opportunities to do more with our combined R&D operations, and work more efficiently as we develop products for Gx and OTC markets. Please note that this target of at least $800 million doesn't take into account the sales growth potential we see from coming together. Now, let me turn the call over to John again.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
As you can see on slide 27, the combined company would benefit from a significantly enhanced financial profile which would support continued growth and value creation. Strong profitability would drive substantial cash flow generation and support deleveraging as well as continued investment in new business development and R&D. As a result we expect to maintain our investment grade credit rating after the transaction closes. With the addition of Perrigo we would create an even stronger, larger and more diverse platform with about $15.3 billion of pro forma revenues in 2014. Importantly, the acquisition of Perrigo would be accretive to adjusted EPS on a fully-synergized basis. Our strong balance sheet would enable the combined company to remain forward looking and able to continue to pursue expansion through business development and acquisitions. Furthermore, there would be significant opportunity for meaningful growth, given the strength of the combined businesses' rich pipeline of launches and opportunities to mean more to customers across business lines. Now I'll turn the call back over to Heather to walk through this compelling transaction.
Heather M. Bresch - Chief Executive Officer:
Thanks, John. Now let me discuss the legally-binding commitment we announced on April 29 to make this combination a reality. Under Irish Takeover Rules, Mylan's Rule 2.5 announcement means we are legally committed to launch the offer and take this attractive proposal directly to Perrigo shareholders, offering them certainty. This offer consists of $75 in cash and 2.3 Mylan shares for each Perrigo share, which based on Mylan's closing stock price of $68.36 on April 8, the first day after overwhelming market reaction to our initial proposal, which equates to $232.23 per share. This represents a multiple of approximately 25 times Perrigo's calendar year 2014 EBITDA pro forma for its recent acquisition of Omega Pharma, which compares favorably to recent transactions in our industry. After close, Perrigo shareholders will own approximately 39% of the combined company, while Mylan shareholders will own approximately 61%. Turning to slide 30, I'd like to reiterate, importantly for Perrigo shareholders that there is a clear and certain path to completion of the transaction. We are confident that we can close the deal before the end of the year. We have committed financing in place and have already incurred significant, non-refundable, committed financing fees. We have already filed for HSR approval, and made a hell or high water commitment with respect to U.S. antitrust clearance, and we've also started the pre-notification process with the European Commission. Furthermore, our offer is not conditional on due diligence. We are in the process of preparing tender offer documentation for Perrigo shareholders, and believe that they will recognize the compelling nature of our offer. Additionally, the process required to secure the Mylan shareholder vote is well underway. The Mylan Shareholder Meeting is expected to occur early in the third quarter, and we are confident in our ability to secure approval from Mylan shareholders. Looking at slide 31, it is clear we are not alone in seeing the potential of this combination. Perrigo's share price was up 18%, and Mylan's share price was up 15% upon the initial announcement of the transaction on April 8. These share price spikes have occurred while the broader market has remained relatively stable, underscoring the market's belief in the logic of this transaction. Further, as shown on slide 32, analysts and other third parties also quickly recognize the compelling strategic rationale of this combination. Moving on to the next slide, another way to think about the attractiveness of our offer for Perrigo's shareholders is to consider EPS. At the midpoint of this guidance range, Perrigo expects to deliver adjusted EPS of $7.75 in 2015. Under Mylan's offer, Perrigo's shareholders will get more than $10 in adjusted EPS on a fully-synergized basis, plus $75 per share in cash. Clearly, this adjusted EPS figure is substantially more than Perrigo could achieve on a standalone basis or through pursuing alternative acquisitions. In addition, Perrigo shareholders will continue to benefit from the combined companies' strong growth platform and future value creation. Turning to slide 34; I would like now to spend a few minutes addressing the valuation of this offer in a bit more detail. As you know, Perrigo has stated that they value our offer based on Mylan's closing price as of March 10, 2015. We think this is simply misleading for shareholders. Once our offer was made public on April 8, the market spoke loud and clear, as we already stated. The closing price on April 8 of $68.36 is the true, unaffected share price with which to calculate the value of our offer. Prior to April 8, the volume of shares traded and percent change of our stock price was entirely in line with normal averages, discounting for the secondary offering of Abbott shares. I would also like to note that the implied multiple of this offer is very much in line with previous precedent transactions, regardless of which Mylan share price you use to calculate it. Furthermore, the analyst price targets of a combined Mylan Perrigo, clearly demonstrate the value creation, with even the low end target of $70 representing a value exceeding $236 per share. Put simply, we believe, and it is clear the market believes, our offer is significantly above the self-serving math that the Perrigo board has been using. On slide 35, you can see why in summary this proposal is the right choice for Mylan and Perrigo shareholders. This combination offers an attractive cash and stock proposal, the opportunity to participate in the future growth of a stronger combined company, and a clear and certain path to completion. We believe this combination produces values above what Perrigo shareholders can expect on a standalone basis, giving the undeniable financial and strategic logic of this transaction, we still believe engagement is in the best interest of our shareholders and other stakeholders of both companies. Finally, turning to slide 36; we have said it throughout the call, that those who know Mylan know that we have been clear and unwavering over the last decade about our vision and our strategy for the future. This vision has called for complementary and strategic transactions that enhance our company while at the same time achieving results for our shareholders and all other stakeholders. We have consistently managed the integration and execution of organic growth drivers to grow our earnings per share on a 27% compounded annual growth rate. This world-class ability to execute gives us the confidence in achieving our target of at least $6 adjusted diluted EPS by 2018. Mylan does not do deals simply for the synergies needed to build a bridge to the next transaction. We are patient and persistent to find the right transactions that deliver on our vision and maintain our track record of steadily increasing shareholder return. The combination of Mylan and Perrigo is no different. We are excited about the potential for this transaction to create long-term sustainable value for all stakeholders and look forward to advancing through this process rapidly. Thank you for your time, and I'll now turn the call over to the operator to begin Q&A.
Operator:
Thank you. Our first question comes from the line of Sumant Kulkarni from Bank of America Merrill Lynch. Your line is open.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Good evening. Thanks for taking my question. So in the event that the Perrigo transaction goes through, how do you reconcile short-term shareholder value versus long-term shareholder value, given that Perrigo pays a dividend? And then, plan B, if Perrigo does not go through, what's Mylan's next step?
Heather M. Bresch - Chief Executive Officer:
Thank you, Sumant. Look, I would say that I think our track record hopefully speaks to the fact that we are constantly executing on both short-term, midterm and long-term, and I believe the combination of what we will be able to deliver together is going to be truly the best for both of our shareholders, both companies, and we'll deliver, like I said, both short-term, middle-term and long-term. And look, I think back when we were together last quarter and we talked about aggressively pursuing transactions, and that Abbott would be the first of transactions that we were looking at, now this being the second, but you should know, we're not standing still and we will continue to look at transactions that, again, strategically complement our global platform.
Operator:
Thank you. Our next question comes from the line of Gregg Gilbert from Deutsche Bank. Your line is open.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Thanks. Related to the Perrigo offer, can you talk to the ROIC metrics based on your proposal? And can you also talk about whether you were a bidder on Omega, given you said that you've had some interest in OTC for some time? Thanks.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
So, Gregg, I'll take the ROIC one, and early on the call here, we indicated that the Irish Takeover Laws limited the amount of forward information we could provide, and so that's one that at this time we aren't going into detail on.
Heather M. Bresch - Chief Executive Officer:
And as far as Omega, Gregg, we have said that you should always assume we're looking at everything and transaction that makes sense. Obviously, if you go back at the timing, we were in the middle of our Abbott transaction, but believe that the Omega asset is a great one and one that would be very complementary to our now infrastructure throughout Europe.
Operator:
Thank you. Our next question comes from the line of Jason Gerberry from Leerink Partners. Your line is open.
Jason M. Gerberry - Leerink Partners LLC:
Hi. Good evening. Thanks for taking my question. Just curious if you could talk a little bit about how you went about valuing the Tysabri pipeline indications for Perrigo? And do you view those as upside to the offer that you've put forward? Do you think, yes, this is something and that potentially in future bids you might have to implement a CVR structure? Thanks.
Heather M. Bresch - Chief Executive Officer:
Thanks, Jason. Look, what I would say is we took everything into consideration. I think we have a very competitive and compelling offer on the table and we look forward to pursuing the transaction.
Operator:
Thank you. Our next question comes from the line of Andrew Finkelstein from Susquehanna. Your line is open.
Andrew J. Finkelstein - Susquehanna Financial Group LLLP:
Thanks very much for taking the question. Could you elaborate any more in terms of you talked about not standing still? But you know, as you look at the platform that you would have with Perrigo, what horizons might that open up that aren't available today? And then just in general as you evaluate deals and given your confidence in a hell or high water condition, how do you think that regulators are looking at reviewing consolidation within the pharmaceutical space, whether it's a product-by-product overlap or a larger analysis of concentration that would be helpful. Thanks.
Heather M. Bresch - Chief Executive Officer:
Okay. Thank you, Andrew. I think that as we laid out what a Perrigo/Mylan combination will provide is a very unique value proposition across all customer channels and our ability to truly redefine the delivery of how we'll bring healthcare services to market. And so I think that as a combination, not only would we have the financial flexibility and the scale and size to truly look at continuing to enhance that patient experience. And I think that as we look at our mission statement of providing the world's seven billion people access to affordable medication, it will just continue to open up the opportunities of other transactions that we can look at to enhance and accelerate delivering on our mission statement. As far as hell and high water and the FTC is concerned, I believe that as we've seen in other areas of the industry that have seen consolidation, if I look at the payer, if I look at just Medco, Express Scripts, I think that took eight months or nine months to get through the FTC. So I think as the FTC looks at very large transactions, they take a lot into consideration. It's not just about the product overlap, it could also be around the environment or around shortages, around pricing, around just what that would mean for the industry from a leadership position. So I believe that there's a lot taken into consideration and they take their time to really look at all those factors.
Operator:
Thank you. Our next question comes from the line of Jami Rubin from Goldman Sachs. Your line is open.
Jami Rubin - Goldman Sachs & Co.:
Hi. Thank you. I just was wondering what happened to the European generic business? If I back out the impact from currency and the contribution from the Abbott business, it looks like that business was down 8%. What's going on there? Is that an impact...
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
No.
Jami Rubin - Goldman Sachs & Co.:
I'm sorry. Go ahead.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
No, Jami – so, Jami, our European business, if you will, let's call it the Mylan legacy or Mylan base business in Europe grew mid-single digits in the first quarter year-over-year. So we can go through – on a constant currency basis. So we can go through the math together. But that business absolutely grew in the first quarter.
Jami Rubin - Goldman Sachs & Co.:
So, it's not all of the Abbott business was reported in that line? The Abbott business was – part of that was...
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
So, yeah. The Abbott business – let's not call it the Abbott business. The Mylan EPD Business is a global business, including in Australia, Japan, Canada and then the European business. Certainly, Europe is the largest, but very nice presence in all those other markets. And business is being reported in each of our geographic regions.
Operator:
Thank you. Our next question comes from the line of Michael Faerm from Wells Fargo. Your line is open.
Mike E. Faerm - Wells Fargo Securities LLC:
Hi. Thanks for taking the question. I have a general M&A question. While the Perrigo offer is pending, should we expect to see other deal announcements? And if the answer is yes to that, how does the existence of the Perrigo bid impact the strategic and financial characteristics of other deals you might pursue in the meantime? For example, a lower cap on size or different fit considerations or otherwise?
Heather M. Bresch - Chief Executive Officer:
Sure. So, Mike, like I have stressed, we are committed to completing those transactions in a very timely manner. We said that we expected our shareholder vote early in Q3. So you can assume that our focus and attention is on this Perrigo transaction. With that being said, we are constantly looking at BD transactions, product transactions and that will always be a constant. And in addition to all of that, obviously, the macro environment is continuing to evolve around us. And we'll continue to be part of that. But right now, our full attention and focus is completing this Perrigo transaction.
Operator:
Thank you. Our next question comes from the line of Chris Schott from JPMorgan. Your line is open.
Christopher T. Schott - JPMorgan Securities LLC:
Hi. Great. Thanks very much. I guess my question is with regards to Perrigo is a question of why now right after you've completed your own inversion. It sounds like some of the commentary, both from your letter and from Perrigo's call a few weeks ago, it sounds like you guys had conversations about a year ago which obviously didn't result in a transaction. If I just could, why does this deal make more sense today than it did a year ago for both parties?
Heather M. Bresch - Chief Executive Officer:
Thanks, Chris. I don't think it makes more sense today. I think the transaction and this combination has made sense for some time, which is why we've had several conversations over the years with Perrigo. I think most recently, if you look at the timing, obviously, there was a lot of other things happening between both of our businesses. Now, you see that we were in the middle of the Abbott transaction and Perrigo was in the middle of the Omega transaction. So for us, it just became now a matter of after we were able to get the Abbott transaction closed, we said that we were going to be aggressively pursuing transactions that the financial flexibility that the Abbott transaction would afford us, we would be putting immediately to work. And we believe that Perrigo absolutely is that next right transaction to enhance shareholder value creation for both companies.
Operator:
Thank you. Our next question comes from the line of Umer Raffat from Evercore ISI. Your line is open.
Umer Raffat - Evercore ISI:
Thanks for taking my question and thank you for laying out the proposition on the Perrigo deal. So can you quantify for us the accretion – the peak accretion on the Perrigo deal if synergies vastly outperform the initial numbers you put out there? And then also, what's your confidence in getting a favorable shareholder vote based on your interaction with your shareholders for the Perrigo deal? Thank you.
Heather M. Bresch - Chief Executive Officer:
So, well, first, I think for the synergy part of your question, I think the last slide of the deck nicely lays out what we have tried to underscore in this call, which is transactions for us were not just about synergies or tax rates. It's truly about being strategic and complementary. And we have truly executed on all the transactions that we've done and exceeded any targets that we've put out there. So I would say that you should assume that that track record would speak to the transaction as well, and as we've mentioned, the Irish Takeover Rules prohibit us from going any deeper at the moment with how that lays out or how it could fold in, but that's why we tried to stress in the presentation that it's at least $800 million. And all I can say is I don't think we would disappoint on what we will deliver with a combined – with this combination. And what was the second part? Oh, the shareholder vote. So, look, over the coming days and weeks, I can assure you we will be very active with the shareholders, and we believe that the compellingness of this transaction really has been already – the market has already recognized this. And we believe it's a compelling transaction, and what it's going to deliver on a going-forward basis are for the Perrigo shareholders, and the Mylan shareholders will absolutely allow us to secure a favorable vote.
Operator:
Thank you. Our next questioner comes from the line of Ronny Gal from Bernstein. Your line is open.
Aaron Gal - Sanford C. Bernstein & Co. LLC:
Hi. Good afternoon and thank you for taking my question. I've got a couple. First, John, if you wouldn't mind breaking out for us the EPD sale by region, just so we can all back out the growth rate for each region. And second, can you detail for us the process that will take you here to a shareholder vote, both yours and Perrigo assuming that you need to go to their shareholders to get a vote? And can you comment a little bit about the issue of how would you argue this deal to your own shareholders? If I run my numbers, the ROIC and accretion for the first three years or four years is somewhat low. Or if you cannot discuss those numbers or this direction right now at what point would you be in a position to discuss them?
Heather M. Bresch - Chief Executive Officer:
Okay. So I'll take the second part first and then John can come back on EPD. Look, Ronny, I think as you've known us for a while, I can't stress enough that you – to try to just look simply at metrics on a sheet of paper. This is truly about what – how Mylan is uniquely positioned, Perrigo is uniquely positioned. We think these are two best-in-class assets that as we come together, the value creation that we are looking at is for, like I said, not just near and mid, which we will deliver value, but the sustainable long-term value creation and proposition of truly redefining global healthcare. And I think that if you looked at our transactions historically, whether I go back to Matrix, which nobody saw the rationale at the time. And to think that what that was able to strategically deliver from a vertical integration and a horizontal and is now, as I've said, have half of our operations and employees, really having I think one of the best global supply chains throughout the industry at a very cost effective and efficient model. When I look at Merck, I don't need to remind any of those on the phone what that transaction, and what people with those metrics were on a sheet of paper but obviously the commercial reach and scale that that brought us overnight with being able to leverage then the Matrix transaction on the Mylan platform. That's what has allowed us to grow the 27% CAGR over the last eight years and continue to deliver that. So we see Perrigo no differently. We believe that the combination, what it will allow us to deliver to both shareholders will be substantial and would be better than either organization can do on a standalone basis.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
Yeah, Ronny, regarding the EPD Business, first of all, just a reminder that the EPD Business is only part of the first quarter results for one month as we didn't close the transaction until the end of May – end of February, sorry. And when you look at the impact of that one month in North America, the revenues are not really materially – the revenue growth is not materially impacted by the addition of the EPD Business. I indicated in Europe that the base business grew mid-single digits. And in the Rest of World region, which includes the Australian and Japanese operations, the base business and then the EPD Business contributed about equally to the growth.
Operator:
Thank you. Our next questioner comes from the line of David Risinger from Morgan Stanley. Your line is open.
David R. Risinger - Morgan Stanley & Co. LLC:
Yes. Thanks very much. My question is for John. John, you've obviously reported the first quarter and you've given second quarter EPS guidance. I think that implies an acceleration in Mylan year-over-year EPS growth in the second half of the year. Could you just provide some more color on that because you've also mentioned that you've factored in pressure on Mylan – I'm sorry – on EpiPen in your guidance. So if you could provide some color. And also talk about the tax rate outlook for the rest of the year in light of the 20% tax rate in the first quarter. Thank you.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
Sure, David, absolutely. So with respect to the second half of the year, I did indicate in our year-end earnings call back on March 2 that the third quarter of the year would be the strongest of the year. I also indicated that the fourth quarter would be stronger than the second quarter. So I think that the year is developing exactly as we had anticipated it would be. There are certainly new product approvals that we anticipate for the second half of the year. We will have the addition of the EPD Business in the second half full – fully consolidated in the second half of the year. And we're really excited here from the initial performance in the first quarter and into the first month of the second quarter. So I think all of those things will contribute to a very strong second half of the year for our business. And was there a second...
Operator:
Thank you.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
Okay.
Operator:
Our next questioner comes from the line of Louise Chen from Guggenheim. Your line is open.
Louise Chen - Guggenheim Securities LLC:
Hi. Thanks for taking my question. So was just curious if you could comment a little bit more, maybe if you can't quantify it, just how to think about sales synergies for Perrigo and Mylan, the order of magnitude of those and then the timing of when you might expect to achieve those. Thanks.
Heather M. Bresch - Chief Executive Officer:
So unfortunately, we can't speak to – as we've said, this is forward-looking, but what I will say is that as you can imagine, when you're able to bring a very holistic view, and as Tony talked about, bringing this value proposition, especially here in the United States, to a very consolidated customer base and payer base that we have today. Having this broad portfolio allows us to think about really the delivery of patient solutions and thinking about front of the store, back of the store and how to uniquely come to market. So I just would say there's many opportunities, both throughout U.S. as well as Europe. As we talk about kind of their unique pharmacy model certainly provides for a cross-channel, cross-selling between the physician channel as well as the pharmacy channel. And when you think about now the current Mylan infrastructure in Europe with our Mylan EPD, our retail pharmacy sales force now in combination with the Omega sales force, there would really be a true trifecta of coming to that market across all channels, and really being able to optimize these assets across the globe.
Operator:
Thank you. Our next question comes from the line of Randall Stanicky from RBC Capital Markets. Your line is open.
Randall S. Stanicky - RBC Capital Markets LLC:
Great. Thanks, guys. Heather, even though we're talking about year four synergies, I'm assuming that there is a COGS component to that. Can you or did you quantify even directionally how much of a COGS savings opportunity there is? And then can you just help us with the immediately accretive to fully synergized numbers by year four? Should we be thinking that this is accretive in year four and not before or how should we think about that statement? Thanks.
Heather M. Bresch - Chief Executive Officer:
So look, Randall, I think as far as you should assume, I think, as Rajiv had laid out on the synergy side, we absolutely see efficiencies coming from cost of goods. And again, I think when you think about the consolidation of the API between both companies, as well as the manufacturing operations that we definitely consider there to be efficiencies in both of these assets coming together. As far as fully synergized amount, obviously, as you're familiar with the Irish Takeover Rules, I think that the best way to think about it is, again, I'm going to go back to our other transactions. It's really about not doing transactions just based on synergies. It's really about the complementary and strategic and compelling offering that we're going to be able to offer to our customers and to patients. So not only are we committed and that's why we stress the at least $800 million because we believe we'll continue to deliver as Mylan has done in the past. And like I said, I don't think we'll disappoint around this transaction about what we deliver on a short-term, midterm and long-term basis.
Operator:
Thank you. And the last question that we have time for today is from the line of Marc Goodman from UBS. Your line is open.
Marc Goodman - UBS Securities LLC:
I'll ask a few questions then. First, the EpiPen looked a little weak. Maybe you can give us a flavor for if there was anything unusual in the quarter. Are we still thinking $1 billion-ish for the year? Second, there really wasn't a lot of discussion around the O-U.S. business. Maybe you could talk about some of the key countries. How did France do? How did Italy do? How was the India business versus the Australia business? Just give us a sense of going around the world. And then, John, I was a little bit confused by the way you answered one of the previous questions with respect to how much the Abbott business contributed. So like, for instance, with the Rest of the World I thought you said that the base and then the EPD were both equal as far as the growth. So are you saying that the business went from $370 million to $392 million, so $10 million was Abbott or $10 million was base? I'm a little confused. Thanks.
Heather M. Bresch - Chief Executive Officer:
Well, Marc, thanks for not disappointing. I'm glad someone is interested at least on how the business is running. So as far as EpiPen is concerned, I think maybe you're just referring to our year-over-year comparable because there was some unique buy-ins last year that we had called out. So I would look at just what we continue to see as growth in the overall epinephrine auto-injector market. So we're still very happy to see that market continuing to expand by our efforts around education and awareness and that's continuing to take our disproportionate share of that. So we're looking forward and ramping up for a big allergy season. My understanding is because of the extreme cold weather that leads to perhaps even a more robust allergy season. And so, look, EpiPen is right on track as far as we're concerned. As far as the Rest of the World goes, I would say, as we commented on, and I'll let Rajiv fill in...
Rajiv Malik - President:
Yeah. Every – France, I think has been stronger – very strong in the first quarter. Italy is also again growing and doing very well. Our India business, especially the HIV business coming over there, our emerging market business is firing on all cylinders. So I think all other markets have been doing very well.
John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer:
Yeah. And then lastly, Marc, on your question on Rest of World, what I was trying to say was that Rest of World, as we reported, grew on a constant currency basis by 12% year-over-year and that, that contribution was more or less split evenly between the base Mylan business as well as in the EPD business.
Heather M. Bresch - Chief Executive Officer:
Okay. Well, thank you very much. And we look forward to talking to you soon.
Operator:
Ladies and gentlemen, thank you again for your participation in today's conference. This now concludes the program, and you may all disconnect your telephone lines. Everyone, have a great day.
Executives:
Kris King - Vice President, Global Investor Relations Heather M. Bresch - Chief Executive Officer Rajiv Malik - President John D. Sheehan - Chief Financial Officer
Analysts:
Ronny Gal - Sanford C. Bernstein & Co. LLC Gregg Gilbert - Deutsche Bank Securities, Inc. Jami Rubin - Goldman Sachs & Co. Umer Raffat - Evercore ISI Douglas D. Tsao - Barclays Capital, Inc. Louise A. Chen - Guggenheim Securities LLC David R. Risinger - Morgan Stanley & Co. LLC Christopher Thomas Schott - JPMorgan Securities LLC Marc Goodman - UBS Securities LLC Sumant S. Kulkarni - Bank of America Merrill Lynch
Operator:
Good day, ladies and gentlemen, and welcome to Mylan Incorporated Fourth Quarter and Year-End 2014 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. And as a reminder, this conference call is being recorded. I'd now like to hand the conference over to Ms. Kris King, Vice President of Investor Relations. Ma'am, you may begin.
Kris King - Vice President, Global Investor Relations:
Thank you, Saeed. Good afternoon, everyone. Welcome to Mylan's fourth quarter and year-end 2014 earnings call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; and Executive Vice President and Chief Financial Officer, John Sheehan. During today's call, we will be making forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other matters, the acquisition of by Mylan N.V. of both Mylan, Inc. and Abbott Laboratories' non-U.S. developed markets specialty and branded generics business, which I'll refer to as the Abbott business. Our and Mylan N.V.'s expected or targeted future financial and operating performance; results, metrics, and plans and expectations related thereto; the inability to obtain regulatory approvals and planned launches of and anticipated exclusivity periods for new products. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such 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 transactions with Abbott, changes in relevant tax and other laws, the integration of the Abbott business by Mylan being more difficult, time consuming, or costly than expected, operating costs, customer loss and business disruptions being greater than expected following the transaction with Abbott. The impact of competition; situations where we or Mylan N.V. manufacture market and/or sell products notwithstanding unresolved allegations of patent infringement; any regulatory, legal or other impediments to our or Mylan N.V.'s ability to bring new products to market; those set forth under Forward-Looking Statements in today's earnings release, and the risk factors set forth on our Form 10-K for the period ended December 31, 2013 as updated by our Form 8-K filed on August 6, 2014, our quarterly report on Form 10-Q for the period ended June 30, 2014, our quarterly report on Form 10-Q for the period ended September 30, 2014 as well as our other filings with the SEC. These risks as well as other risks associated with Mylan, Mylan N.V., the Abbott business, and the transaction with Abbott are also more fully discussed in our proxy statement filed with the SEC on December 24, 2014. We undertake no obligation to update any statements made today whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's press release, which is available on our website, as well as the SEC website, as it contains detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. Before I turn the call over to Heather, let me also remind you that the material in the call with the exception of the participant questions is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website later today and will remain available for a limited time. With that I'll now turn the call over to Heather.
Heather M. Bresch - Chief Executive Officer:
Thank you, Kris, and good afternoon, everyone, and thank you for joining us today. Mylan is off to a phenomenal start this year. Our announcement this past Friday is a great example, having successfully completed our acquisition of Abbott's non-U.S. developed markets specialty and branded generics business, we now are beginning our next exciting chapter of growth. As we've been stating all along, this is absolutely the next right strategic transaction for Mylan and nearly doubles our size in our top 10 markets outside the United States, further expands and diversifies our product portfolio and customer base, and gives us significant financial flexibility to aggressively pursue opportunities that make strategic and financial sense for the company. We expect the transaction to be approximately $0.20 accretive to EPS in 2015, $0.25 in the first full year, and to increase thereafter through 2018. We also expect to maintain double-digit revenue and EBITDA growth rates through 2018. In addition, we see our tax rate declining to approximately 20% to 21% during the first full year and then following into the high teens thereafter. Anticipating all of these benefits, we began planning with Abbott leadership as soon as we announced the deal back in July so as to lay the ground work for what we believe will be a very smooth integration now that the transaction has closed. I'd like to take this opportunity on behalf of Mylan's board of directors and senior leaders to welcome Abbott's EPD employees to the Mylan family. We very much look forward to the contributions they'll make as they take up our cause of delivering better health for a better world. As we take a moment and look back at 2014, we again delivered strong financial performance by leveraging the diversity and breadth of our global platform, maintaining our relentless focus on disciplined execution and seizing opportunities whenever and wherever they arose. Sales for the year totaled $7.7 billion, a constant currency increase of 13% compared to 2013. Adjusted diluted EPS totaled $3.56, an increase of 23% compared to our prior year performance. Every one of our business segments contributed to this growth with our North America and Rest of World generics regions and our Specialty segment delivering double-digit revenue increases. In addition, EpiPen became our first product to generate $1 billion in annual sales. Our employees around the world deserve the credit for these great results. On behalf of our board and senior leaders, I'd like to thank them for their hard work and unwavering dedication to our cause. Their commitment will serve us well in 2015, which we believe will be yet another very strong year for the company. Specifically, we anticipate revenue growth of 33% and EPS growth of 21% both on a constant currency basis. In addition, we continue to see opportunities to accelerate our 2018 target of at least $6 on adjusted EPS. As I mentioned in 2014, EpiPen became our first product to reach $1 billion in annual sales. We're proud to have reached this milestone and note that we achieved it by growing the franchise at a compound annual clip of nearly 30% since 2008, a reflection of the product's tremendous brand equity. As I've often reiterated, we have continued to expand the epinephrine market in unconventional ways, specifically by focusing on education, awareness and access. Our EpiPen for schools program is a great example as is our advocacy on the regulatory front with 48 states now allowing undesignated epinephrine auto injectors in schools. Our assumptions around EpiPen for 2015 incorporate that we already participate in a highly competitive, multi-player EpiPen marketplace and that we are operating in a very aggressive payer environment. And while we continue to believe that the regulatory barrier-to-entry for an AB-rated generic EpiPen remains high, we also are factoring the impact of an AB-rated competition into our guidance in the second half of the year. That said, we continue to invest in product innovation and geographic expansion as well as new formulations. We also continue to pursue our unconventional approach to growing this franchise. It focuses on shaping legislation to continue to expand assets for consumers and other public entities, generating awareness about severe allergies, providing education to help those at risk take control and continually looking for ways to enhance consumer's experience. With that, I'll now turn the call over to Rajiv.
Rajiv Malik - President:
Thank you, Heather, and good afternoon, everyone. As you have heard 2014 was another very strong year for Mylan strategically, operationally, and financially. We saw double-digit growth in our business including 21% growth in Specialties, 18% in Rest of World, 12% in North America, as well as 3% growth in Europe, which includes absorbing 4% to 5% of price erosion. Our strong performance in North America was particularly noteworthy as it comes despite us not being able to get certain key approvals due to continued regulatory delays at FDA. We believe that FDA has made some good progress implementing GDUFA since the program went into effect in October of 2012. The agency has increased its inspections of domestic and foreign manufacturers although the median review time for ANDAs is standing at about 42 months. Nevertheless, we remain confident that over the long run, a properly resourced and transformed FDA will yield substantial benefits in the U.S. and beyond in the form of improved safety access and transparency. I'd also note that Mylan received more FDA approvals in 2014 than any other company including six first to files all, of which have fueled our strong financial performance during the year. In addition, we have more ANDAs pending approval than anyone in our industry. 283 to be specific including 44 pending first to files opportunities. As you know at Mylan, we are never standing still and we have started off 2015 with an announcement of several additional complementary transactions that will further enhance our existing platform. Last month, we announced an agreement to acquire certain female healthcare businesses from Famy Care, which is the world's largest producer of generic oral contraceptive products. This acquisition will provide Mylan with an enhanced and now vertically integrated platform to accelerate our growth in the global women's healthcare space. Famy Care will bring us four high quality manufacturing facilities in India, two of which have been approved by FDA and the European health authorities. They have one of the lowest costs and largest manufacturing footprints dedicated to oral contraceptive products and will bring Mylan strong capabilities in OCP cycles, injectables, IUDs and tubal rings. On the commercial front, this acquisition will build on Mylan's existing partnerships with Famy Care in North America, Europe, and Australia, and will also make Mylan a hormonal contraceptive leader in high-growth emerging markets around the world. This transaction also complements the business acquired from Abbott, which includes a women's healthcare portfolio and sales and marketing capabilities. The purchase price represents a mid-teen EBITDA multiple on a forward basis for a high growth and profitable business. Looking ahead, we are anticipating annual EBITDA growth in excess of 25% over the next several years. That acquisition is expected to be immediately accretive to Mylan's adjusted diluted EPS upon closing, which is expected to occur in the second half of 2015, subject to regulatory approval and certain closing conditions. We also recently announced a partnership with Theravance Biopharma on the development and commercialization of TD-4208, a novel investigational, once-daily, nebulized, long-acting muscarinic antagonist for COPD and other respiratory diseases. TD-4208 has shown positive top-line results in COPD patients in multiple Phase II studies and FDA recently agreed to the design of the Phase III program, which is anticipated to begin this year. We believe TD-4208 has the potential to be the only FDA-approved once-daily, single-agent nebulized product for COPD and it may offer longer-term opportunities for combination with other nebulized products. In addition, the patent portfolio for TD-4208 is currently expected to provide exclusivity in the U.S. until at least 2025, which doesn't include any potential patent term extensions. In addition to the geographic and portfolio expansion, we continue to make significant progress across all of our other key growth drivers. Continuing with respiratory, we are further developing our presence in this space both through external activities such as Theravance and internal development programs. Our Phase III clinical trials for generic Advair are progressing well and we anticipate filing our application with FDA at the end of this year. We continue to believe that Mylan will be the first to bring to market an AB-rated substitutable generic form of Advair in the U.S. We're in the process of giving final shape to our manufacturing in order to be positioned to handle the appropriate capacity upon launch. We also anticipate two European respiratory launches in 2015, generic Seretide MDI and generic Flixotide MDI. With regards to complex products, we continue to advance our insulin analog program; we commenced two Phase III trials for Glargine, which are progressing well. We continue to pursue the opportunity to have one of the first interchangeable insulin analogs to Lantus. We also have made significant progress in terms of manufacturing readiness. On the Copaxone front, as we told you last quarter, we have responded to all FDA requests to date in terms of our ANDA and we remain confident that we're well positioned to receive approval for our application and be in a position to launch at market formation. On the legal front, the U.S. Supreme Court's decision did not address the invalidity of the last remaining patent and we believe that the prior invalidity ruling will be confirmed by the Federal Circuit. We are pleased with the Federal Circuit's accelerated briefing schedule. From a guidance perspective, we are taking a conservative approach and assuming launch in the second half of 2015. We also continue to advance our biosimilars program. We strategically selected our portfolio with a primary focus on monoclonal antibodies. We are aggressively executing on the development of this global pipeline, which currently includes six products. We expect three of these programs to be in Phase III in 2015. As we have noted before, we expect to launch these products initially in the Europe and Rest of the World markets. As you know, we launched in the world first trastuzumab biosimilar in India in 2014 and we have now submitted this product in 15 more countries. We also continue to expand our injectable business and today we offer a global portfolio of more than 230 injectable products in a broad range of dosage forms. We continue to take steps to integrate the Agila business and ensure its position as a high quality reliable source of injectables for the long-term. Hence, we are taking all steps necessary to ensure that Mylan's one quality standard is deeply embedded across the Agila's manufacturing sites. While we may continue to have some issues as we implement our remediation efforts, we are confident that a deliberate, thorough approach to ensure a sustainable culture of compliance is the right way to capitalize on our Agila investment. Turning to our infectious disease growth driver, during the fourth quarter, two of the three largest buyers of antiretrovirals in the world, The Global Fund and the Government of South Africa completed three year tenders and Mylan won a leading share in both cases. Today, we supply more than 40% of ARV volume in developing markets and provide access to high quality ARV treatments to more than five million patients each year. In addition, we continue to expand our infectious disease business beyond ARVs, signing several agreements with Gilead for the distribution of Hepatitis C treatments. We were recently appointed as exclusive partner for the launch of Sovaldi and Harvoni brands in India and we expanded our non-exclusive rights through Sovaldi and Harvoni in 91 developing countries. Let me now turn the call over to John, who will walk you through our financial performance in greater detail. Thanks.
John D. Sheehan - Chief Financial Officer:
Thank you, Rajiv, and good afternoon, everyone. I'm going to be referring to financial metrics that have been prepared on an adjusted basis. These are non-GAAP financial measures and I refer you back to Kris' comments at the beginning of today's call regarding our use of adjusted measures. Starting on slide 16. As you can see our total revenues for the fourth quarter and full year 2014 experienced double-digit constant currency growth. We are very proud of the commercial performances of each of our businesses and regions in 2014. Looking at our operating profitability measures, adjusted gross margin for the fourth quarter of 2014 was a very strong 54%, up nearly 300 basis points from the same prior-year period. Our adjusted gross margin for the full year was 52%, up approximately 200 basis points from the prior year. Our strong gross margins are primarily the result of new product introductions in North America as well as a positive pricing environment, and the growth in sales of EpiPen Auto-Injector. Importantly, 2014 represented the sixth consecutive year of gross margin growth that has resulted in our gross margin increasing from the mid-40% range to well over 50%. During 2014, our gross debt outstanding decreased slightly from the prior year and with the purchase of Abbott completed on a debt-free basis, we have ample financial flexibility going into 2015. We continue to benefit from low short-term interest rates as the average rate on all of our outstanding borrowings was below 4% in 2014. Additionally, to further enhance our capital structure, during the fourth quarter, we redeemed our 2018 high-yield senior notes by issuing a term loan at substantially lower interest rate and extended our revolving credit facility on enhanced terms. Turning to slide 17, 2014 continued a six-year period of exceptional growth in our business. As we look forward to 2015, we are very pleased with our consistent double-digit growth in revenues, adjusted EBITDA, and adjusted diluted EPS, all of which demonstrate our unwavering commitment to achieving our target and enhancing shareholder value. With that, I'd like to now discuss our expectations for 2015, which are laid out on slide 18. At the bottom line, we are projecting an increase in our constant currency adjusted diluted EPS guidance of 21% based upon the midpoint of our 2015 guidance range. Our EPS guidance is after absorbing $0.15 per share of FX headwinds on the combined business. This EPS guidance range is based upon the following income statement line item guidance metrics, all of which are on an adjusted basis with the exception of total revenues. Total revenues are projected to be between $9.6 billion and $10.1 billion, the midpoint of which on a constant currency basis is an increase of 33% from the 2014 total revenues. Our generics business is expected to generate revenue growth of approximately 40% in 2015, which includes revenues from acquisitions of approximately $1.5 billion to $1.8 billion. Specialty revenue is expected to be flat as we've assumed generic competition for EpiPen in the second half of 2015. With the recently completed Abbott transaction and the pending Famy Care acquisition, we continue to diversify our business, both in terms of our portfolio and geographically. Following completion of these transactions, slightly more than 50% of our revenues will come from North America, about a third will come from Europe, and the balance will come from rest of world. I'll speak further in a few minutes on the drivers of our year-over-year revenue growth. Gross margins will increase again to be between 53% and 55%, the midpoint of which is approximately 200 basis points higher than 2014. Drivers of the increase include new product revenues and the strength of our North American generics business as we continue to benefit from an improved product mix. Our gross margins are being further enhanced by the Abbott assets acquired combined with the efficiencies of our global platform. SG&A will be between 19% and 21% of total revenue, a slight increase from the prior year due to the inclusion of the business acquired from Abbott and R&D will be between 6.5% and 7.5% of total revenue as we continue to invest in our future. With these guidance metrics, we project adjusted EBITDA of between $2.9 billion and $3.3 billion. Also, we expect our adjusted effective tax rate to be in the range of 19% to 21%. The midpoint of which is a 500 basis point decline from our adjusted effective tax rate in 2014 of 25%, which is attributable to our enhanced global tax structure and improved competitive positioning from the closing of the Abbott transaction. Based upon 2015 guidance metrics, for operating cash flow of $1.6 billion to $1.8 billion and capital expenditures between $400 million and $500 million, we are projecting adjusted free cash flow in the range of $1.2 billion to $1.3 billion, with a midpoint of $1.25 billion, a 41% increase from the prior year. Finally, we are projecting an average diluted share count of between 495 million and 500 million shares utilizing an assumed average full year share price of approximately $60, which includes the impact of the shares issued in conjunction with the Abbott transaction. As a reminder, under our cash convertible notes, we have approximately 43 million warrants outstanding with the majority of the warrants having a strike price of $30. We have assumed dilution from these warrants to be approximately 20 million to 22 million shares for 2015. Turning to slide 19, you will see a reminder of some of the key assumptions utilized in the 2015 guidance. Specifically, we've factored in the strength of the U.S. dollar and the expected foreign currency impact for 2015. Included in our earnings release is a table of assumed foreign exchange rates used in developing our 2015 financial guidance. The 2015 guidance includes the contribution from the Abbott EPD business from the date of close as well as the inclusion of Famy Care beginning in the second half of 2015. Slide 20 provides further details regarding our revenue growth in 2015. We expect the legacy Mylan business to contribute approximately $700 million to $900 million of incremental revenue in 2015. Revenue from new product launches as well as volume growth in our base business will serve to offset single-digit price erosion on our existing products. In terms of base pricing assumptions in the generic segment, as we traditionally have, we've assumed low single-digit price erosion in North America. Further, we have assumed mid-single-digit price erosion in rest of world and mid-to-high single-digit price erosion in Europe. We expect revenue from acquisition, principally the established products business we acquired from Abbott to contribute approximately $1.5 billion to $1.8 billion of incremental revenue in 2015. The year-over-year negative impact of foreign currency translation including the impact from the acquired businesses is expected to be approximately $300 million to $400 million due to the strengthening of the U.S. dollar. Slide 21 shows a projected bridge between our actual 2014 adjusted diluted EPS of $3.56 and the midpoint of our 2015 guidance range of $4.15, an increase of 17%. New product launches and revenue from acquisitions will drive our earnings growth in 2015. We expect our Q1 EPS to be in line with the prior year with each of the following three quarters' EPS being higher than the prior year. We expect the third quarter EPS to, once again, be the strongest quarter in terms of earnings. Our second quarter EPS is expected to be slightly lower than the fourth quarter due to the anticipated timing of new product launches. Turning to slide 22. At the end of 2014, our debt-to-EBITDA leverage ratio was approximately 2.8:1, down considerably from our leverage ratio of 3.5:1 at the end of 2013. With the closing of the Abbott transaction, our balance sheet becomes even stronger as our debt-to-EBITDA leverage ratio now stands at approximately 2.3:1. We now benefit from a competitive global tax structure that strengthens our financial position and will help to accelerate future growth. We remain committed to our stated M&A parameters and our long-term gross leverage targets at investment grade levels. To summarize, our fourth quarter provided a very strong finish to 2014 and is a testament to the strength and diversity of Mylan. We look forward to doing more of the same in 2015 and beyond. That concludes my remarks and I'll turn the call over to the operator for Q&A. Operator?
Operator:
Thank you, sir. Our first question comes from Ronny Gal from Bernstein. Your line is open. Please go ahead.
Ronny Gal - Sanford C. Bernstein & Co. LLC:
Good afternoon. Thank you for taking my questions. A couple of them. The first one is on EpiPen. Can you just go into the assumption – a bit more granularity, are you assuming next generation product coming from you guys in 2015? And what kind of a share and price are you willing to share with us, you're assuming on attrition. Second question about your European plan, now that you had a little bit more time to look at the Abbott asset, can you just drive a little bit into that business with a bit more granularity? What are the few things you have to execute on in 2015? What products will drive the growth? What countries will drive the growth? How much cost synergy are we looking for? Is there some synergy assumption in there? Just a bit more granularity about how this business will go forward? And frankly, how are you going to report it? That is, how can we, from the outside, track your progress over the next couple of years with this business?
Heather M. Bresch - Chief Executive Officer:
Hi Ronny. Well, thank you. So I'll start with EpiPen. As I have stated now for quite a while as expectations around our product innovation and lifecycle, I've tried to maintain and reiterate the fact that we've grown the market in a very unconventional way, around, I think, first the underlying fundamental strength of the brand equity. But what became obvious to us is that there was the lack of awareness and education, and, quite frankly, just the ability to have access to EpiPen was quite low. So as we did EpiPen4Schools, for instance, to allow undesignated EpiPens in school, and we now are continuing to take that into other public entities, that I've said while it has grown in unconventional ways, we wouldn't be looking at your traditional lifecycle management brand product switches, that we believe that the EpiPen has not only brand equity but as well as the comfort and the ease of use after over 25 years of being on the market. So as I mentioned in my opening remarks, we are absolutely continuing to look at product innovation and geographic expansion as well as new formulations. And you will continue to see us come out with some of those things, those features. But as it relates to a brand new product or new device, our EpiPen and the brand equity around it is what will remain our mainstay in the U.S. market. As far as our assumptions, Ronny, also as we've reiterated, as we continue to diversify ourselves and have many levers to pull on to manage this business, it makes each individual lever that less material. So I think what you should know and take comfort in, especially given our track record, that we've said that we've incorporated the multi-player environment, the competitiveness of that, the reimbursement, the payer reimbursement and how we're seeing that; those dynamics continue to play out as well as an AB-rated in the second half of the year. So I think we've taken a very balanced conservative approach around our assumptions with EpiPen. I think we think it will continue to be a great product for us into the future, kind of regardless of these near-term dynamics. So that would be on EpiPen. As far as Abbott, obviously, we had said a couple of things, that from a strategic and complementary perspective it doubled the size of our top 10 markets outside of the U.S. and many of those – most of those being in Europe. So to be able to take that business now and really leverage both the physician channel as well as the pharmacy channel, we believe, is why in our hands with the enhanced focus and investment behind it, we can do more. And I think as you look at the portfolios and the complementary nature of where we could enhance from a physician call point and that branded generic model as well as enhance the scale and our breadth of product portfolio to the pharmacy, we are going to be able to continue to leverage that franchise. And as we get into more granularity just as far as those product opportunities, I would say, again, it's not about a product, it's much more about the therapeutic and the therapeutic areas and the franchise and the breadth of that. If you look across cardiovascular and GI, some of the places that Abbott EPD, their strength has lied, it marries up very well now with the breadth that we can bring on that. So, look, I think in these coming months, after integration, we'll continue to keep you guys updated as we are successfully integrating the businesses. And as far as the reporting perspective, it will be absorbed in our generic segment throughout our divisions between North America, Europe, and rest of world.
Operator:
Thank you. Our next question comes from Gregg Gilbert, Deutsche Bank. Your line is open. Please go ahead.
Gregg Gilbert - Deutsche Bank Securities, Inc.:
Hi. My first one is on generic Advair; I'm sorry if I missed it. But are you still confident that you can receive approval and launch by the end of next year on generic Advair in the U.S.? And then on business development, Heather, how likely do you think is it that a deal in the near to medium term would actually be able to leverage the infrastructure you got from Abbott as opposed to being unrelated to that? Thanks.
Rajiv Malik - President:
Regarding generic Advair, Gregg; as I mentioned, that we remain on track to file this ANDA by the end of this year and in the new GDUFA environment, I think, given that time, we expect to launch it after about maybe 12 months to 15 months period of time. That's what's the expectation is.
Heather M. Bresch - Chief Executive Officer:
And, Gregg, as far as BD; obviously, we've been pretty vocal that Abbott certainly was the right next transaction, not only from a strategic perspective, but because of the significant financial flexibility that would afford us. So I hope you've heard in my voice and will continue that we are actively pursuing very aggressively on opportunities and absolutely anticipate that we could announce another material transaction before the end of the year.
Operator:
Thank you. Our next question comes from Jami Rubin from Goldman Sachs. Your line is open. Please go ahead.
Jami Rubin - Goldman Sachs & Co.:
Thank you. Heather, maybe you can elaborate a little bit on what sort of acquisition that might be, what specific areas. I mean, what do you think – where are there holes in your portfolio? What – should we be surprised if you guys try to buy a company like a Salix or are you more looking at opportunities to expand geographically? And then, secondly, if I could ask just about – trying to understand your strategy in respiratory. I mean, obviously, respiratory is a very competitive category. We've seen your competitor Actavis get out of the respiratory business, while you're – it looks like you're doubling down on respiratory. Can you talk about where you see that in terms of the importance of that business? And is the COPD drug that you licensed from Theravance, is that going to require a large sales force or is that something you can bundle with generic Advair? Just trying to understand how it all fits together. Thanks.
Heather M. Bresch - Chief Executive Officer:
Okay. Sure, Jami, thank you. Look, I'd say as far as targets goes, the good news is given now our scale across the globe there are many, many opportunities to complement it. And what I mean by that, that everything from whether it's enhancing on the specialty side, enhancing on the generic side through geographic expansion as well as other categories or dosage forms we're not in, we've said many times that we're at 12%, 13% market share here in the United States. There is still therapeutic categories. Just as we recently bolstered our injectable to really put us in – the ability to have a leadership position in injectable. So I think as you think about these different categories, we have an opportunity to add. And so with that being said, it allows us to kind of be smart and patient as we find that right next transaction for Mylan. So I don't want to hone in on any one area. I want to tell you that we're looking at everything. Actively pursuing, as I said, as you can imagine standing still is not in our DNA, and especially given the environment that we're in today, which is I consider still to be kind of a hyper consolidation activity going on in our sector. So we are truly looking that we could add, we believe, significantly both from a strategic perspective as well as the financial perspective, here in the near term. As far as respiratory, I'll touch on that and then I'll let Rajiv add to it. But, obviously, we've continued to look at very – if you think of this in kind of a couple of buckets from a niche perspective, really our enhancement around COPD, our experience, our infrastructure, our relationships in that market, we believe continue to put us, as you know, a great partner in that space. And I think that's something that we will continue to build leadership on. When you think about whether it's our generic Advair and some of the other opportunities, the franchise, when we acquired it from Pfizer, really gave us the opportunity to take some of these more complex, very difficult-to-manufacture products that have, we believe a high barrier-to-entry to let us participate in those marketplaces. And as far as our go-to-market strategy, I think that, that continues to evolve. I think from the marketplace here in the U.S. throughout Europe that that continues to evolve. And the good news is given now our scale whether across physician, hospital or retail, we're really going to be able to maximize those products at the time they come to market.
Rajiv Malik - President:
In fact I think I can build upon. I think, Jami, you should take it in two buckets for us, one is the COPD, the nebulized space where we have some pretty decent share with the performance and this will complement very well that space, the nebulized space and we will continue to look to further expand this space. Second is the generic Advair or other slew of products like Seretide, Flixotide, Flovent and we can go on where we continue to add more and more portfolio internally as well as externally like our – some relationship with ProSonic (40:31) because we believe this is the high barrier, difficult to make, needs considerable investments, not just from the science perspective but also from the manufacturing perspective. And we also believe that with Abbott now, we have sales infrastructure so whether it's a generic or we need to have a hybrid approach or needed approach the physician, we are well positioned across geographies to take this portfolio of respiratory products very successfully.
Heather M. Bresch - Chief Executive Officer:
So I guess just in conclusion on that point, as you talked about how it all fits together, I think that, hopefully, what you're continuing to see us execute on is continuing to diversify our businesses across both therapeutic categories, dosage forms and geographies into these channels that continue to let us have multiple levers on managing this business and that scale and our product portfolio and really our investment and not only R&D to some of these are complex products as well as commodity products that really truly I think set us apart to have a portfolio as deep and wide as ours goes. And lastly, our continuing investment in our global supply chain. So, controlling our own destiny, we believe in the environment that we're living in today from a regulatory perspective continues to differentiate us as we are now manufacturing about 80% of what we sell around the globe. Thanks.
Operator:
Thank you. Our next question comes from Umer Raffat from Evercore. Your line is open. Please go ahead.
Umer Raffat - Evercore ISI:
Thanks for taking my question. I wanted to focus today on one of your key growth opportunities going forward perhaps in the Hepatitis C partnership with Gilead. And so we understand the prevalence pool is very large in these developing markets, maybe 100 million patients or so. And we also understand you had a very good partnership with Gilead in HIV. So I guess the question is what types of market share have you had in reference to the other companies that had Gilead's HIV licenses, market share versus other guys. And then also what type of cumulative treatment rates have you seen in developing markets with your big antiretroviral sales base?
Heather M. Bresch - Chief Executive Officer:
So I'll kick off here and then again I'll let Rajiv, who is obviously very close to this. What I will speak to is our relationship with Gilead is that as you mentioned has been very good through the years. And I think that we've continued to distinguish ourselves as the partner-of-choice as you probably saw them giving us the exclusivity in the India commercial space. So I think that speaks to not only the partnership as you look across all of the markets that we're exporting into with them but their selection of us on an exclusive basis, especially around this Hep C product, both of them.
Rajiv Malik - President:
And again, you know, it's a future – you're asking me question of future, but I can give you a data point from the past that there were several such agreements Gilead had with eight or 10 generic companies on Truvada and Atripla. And Mylan has the one, which has capitalized it to the maximum that we today around those products have a large market share to the tune of 60%, 70%. And that's all our partnership with the Gilead is just beyond signing an agreement, having rights to the market, but working with them to bring the next level of science and the efficiencies into this so that we can provide access to millions of the patients out there. So we are at the end of process focusing on filing this product into all those 91 countries and also continue to assess those market space to be able to give you the answers that you are seeking for.
Operator:
Thank you. Our next call is from Douglas Tsao from Barclays. Your line is open. Please go ahead.
Douglas D. Tsao - Barclays Capital, Inc.:
Hi, two questions. First, just in terms of the SG&A percent, obviously, you're going to be taking out some of the infrastructure with the Abbott business. But how should we think about that? And I know it's not necessarily a perfect way to think about it, but just as a percentage of sales, do you think that in-time, as you enjoyed that business that we should see some greater leverage there? And then also if you could provide just a little color in terms of how you're seeing your insulin program develop and how you see that marketplace playing out over the next couple of years?
Heather M. Bresch - Chief Executive Officer:
Okay. Thanks, Doug. I'll take your first one. Look, I think that when you look at our SG&A right now for 2015, we were primarily focused on business continuity as we're integrating the Abbott businesses. So I absolutely think there is opportunity as we look out into the future, as we look at the combined businesses and what makes the most sense from an infrastructure perspective. And, look, we're also continuing, as I said, investing in everything from EpiPen and some of the other the brand products that we have. So I think you can continue to see us be responsible like I said first and foremost, it was about business continuity this year. And as far as the insulin program?
Rajiv Malik - President:
Yeah. On insulin, I think as an update our Phase III on glargine, two Phase III studies of glargine continue to progress very well. We have also invested heavily with our partner Biocon in Malaysia in preparedness for – manufacturing preparedness for glargine. At the same time, I think, we are continuing to focus on interchangeable, bringing the interchangeable product ahead of every other player in USA and we see this as a very exciting opportunity.
Operator:
Thank you. Our next question comes from Louise Chen from Guggenheim. Your line is open. Please go ahead.
Louise A. Chen - Guggenheim Securities LLC:
Hi. Thanks for taking my questions. So my first question is on Copaxone. Just curious what gives you confidence in the approval in 2015 and what type of share you expect to take from both regular Copaxone and the 3TW. And then secondly, on Famy Care, just curious if you could give us more color behind some of the metrics that you've mentioned earlier, maybe sales growth would be helpful and also some of the gross margin, operating margin. Thank you.
Heather M. Bresch - Chief Executive Officer:
Okay. Thank, Louise. So I'll start with Copaxone. Look, I would say, our confidence level is around again are our continued, our interaction with the FDA, us believing that there is nothing left for us to do on our end. We've submitted and answered all the open questions that we have with the FDA and feel that that therein lies our confidence with action, regulatory action to be taken this year. And as far as, I guess I'll comment kind of collectively on share, whether it's Copaxone or Famy Care. You know, look, given the size of our businesses now, we again aren't getting down into product individual opportunities or the kind of market share. Obviously, our guidance is significant and we give that range to as we continue to look at the risks and opportunities and the volatility around this business across the geographies and everything that we take into consideration. And I think our track record in really trying to guide appropriately that we've taken those things into consideration and don't break out product-by-product or any of these bolt-on type of acquisitions that we've made to enhance our product portfolio.
Operator:
Thank you. Our next question comes from David Risinger from Morgan Stanley. Your line is open. Please go ahead.
David R. Risinger - Morgan Stanley & Co. LLC:
Thanks very much. So I have a couple of questions. I guess first, with respect to your assumption for EpiPen, obviously, Mylan has a lot of experience in launching AB-rated generics. Maybe you could just talk about what the typical impact is on the brand in terms of price and volume when an AB-rated generic launches. That's my first question. Second, with respect to ex-U.S. pricing, obviously, there is – continues to be price pressure ex-U.S., could you just talk about the outlook for pricing in Europe and Rest of World in 2015? And then finally, two product opportunities, on Lidoderm, I didn't quite catch exactly what your expectation is there in terms of launch timing. And then on glargine, could you just walk through the Phase III conclusion timing, the estimate of concluding Phase III for glargine? Thank you.
Heather M. Bresch - Chief Executive Officer:
Wow, at least somebody didn't disappoint us in getting four questions or five questions into the queue. So I'll, David, try to hit you, hit each one of them. So EpiPen, we have stated, I don't – I think that EpiPen is a very atypical product. And I believe a couple of things, not only just from a brand equity perspective, but as we've mentioned, the comfort and the familiarity of the use of that product in a life – potentially in a life-threatening situation. And we believe that that's what puts a very high barrier bar to an AB-rated in the first place. But if an AB-rated were to get approved, we also believe you would not see the typical conversion that you do around an oral solid product. And with that being said, we've even seen oral solid products as you may know, whether it's a levothyroxine or a Dilantin, there are some products out there that people feel very secure about the product that they're on and resist changing them for – whether it's neurotherapeutic. So as you can imagine, none of those fall into the category of having seconds count when you could be in a potentially life-threatening situation. So we believe patient's familiarity, use and comfort with the product now that's been in the market for over 25 years, that there would not be a typical generic curve. But like I said, with that being said, we have taken the conservative approach and modeled AV competition in, but like I said, I think EpiPen will be a very important brand for us for many years to come. As far as ex-U.S. pricing goes, especially around in Europe, this year, this past year, we continued to see volume be able to overcome the price erosion that we did see, which is as we still saw growth in that region despite the price erosion. And we have factored in middle single-digit erosion going forward. So with that being said, we're still seeing – anticipating double-digit growth across all of our generic business segments next year. As far as Lidoderm is concerned, look, I put my crystal ball away last year because I would have said we absolutely were in a ready position to have that approval. As you know there has been a lot with GDUFA and the FDA's restructuring and there has been some very important first product, market formation products that haven't been approved yet. And we consider Lidoderm to be one that's important. We certainly believe that, hope to get an approval here soon. But with that being said it's really kind of immaterial to any particular contribution because we've again anticipated and absorbed all of that in the range that we've given for 2015. And I think on Lantus – I'm sorry, I forget the last one on Lantus. David if you could repeat? Yeah, do you have that?
Rajiv Malik - President:
Yeah, it was both I think the completion of the Lantus study. And David, we have two studies going on, one on the type 1 which is a 52-week treatment and second on the type 2 which is 24-week treatment. And these studies will be finishing, the top line data will be available by the second half of 2016.
Operator:
Thank you. Our next question comes from Chris Schott from JPMorgan. Your line is open. Please go ahead.
Christopher Thomas Schott - JPMorgan Securities LLC:
Great. Thanks very much, had a couple here. Maybe first, just looking out, if we look out, let's say, three years to five years for Mylan, is the company a much more brand-focused organization than it is today, looking longer term, or do you see relatively equal opportunities to grow and acquire in the generic franchise relative to brands? And then second question was just thoughts on Pfizer's acquisition of Hospira and how that factors into your view of the injectable markets and how that market evolves for Mylan as we look out the next few years? Thanks very much.
Heather M. Bresch - Chief Executive Officer:
Sure. Thank you, Chris. Look, Chris, I wouldn't try to put us in a box of brand, generic. What I would say is that we continue to expand and diversify ourselves to be a healthcare provider. And I think that spans across everything from the physician, the retail, the hospital. And when I think about our ability to take a very broad portfolio and whether it's, as we're interfacing with a much more consolidated customer base on, from a global perspective, the GPOs, I think that it's this breadth across our portfolio that really is continuing to put us in a differentiated category. So as we look at opportunities, I'm not saying we're more branded focused, we're more generic focused, we're more OTC focused. What I can say is that we continue to look at ways that we can mean the most to our customer, that gives us that diversification across geographies as well as across products. And like I said, just allows us to continue to deliver on our mission of wanting to reach 7 billion people. So I think just to underscore that there is many, many assets out there available that will let us accomplish this in many different ways. As far as Pfizer and Hospira goes, look, I think that consolidation always lends itself to opportunity. And I think going back to when, whether from Bioniche and then when we added Agila, we said that we believe that put us in an opportunity to really leapfrog to a leadership position in the injectable space. And I think we continue to have a great opportunity to do so.
Operator:
Our next question comes from Marc Goodman from UBS. Your line is open. Please go ahead.
Marc Goodman - UBS Securities LLC:
Heather, can you give us a flavor for some of the key countries in Europe and how you did? And then can you also talk about the breakdown in Asia, just kind of the key franchises and how you did in the quarter and for the year? Thanks.
Heather M. Bresch - Chief Executive Officer:
Sure. So, look, I think obviously as you know, as France goes, goes Europe for us in the Mylan legacy world. And so I think we have maintained a leadership position. I think we have been quite – we're operating obviously in a highly competitive marketplace over there. But we have continued to see actually regaining of some market share. We've been doing some direct advertising as well as building that Mylan brand and that Mylan equity. And I think we've seen great growth when I look at Italy and some of the other substitution countries. What I think now married up with Abbott, what this provides us is to take their strength. And about eight of these top markets in Europe, whether it's Germany, UK, some of the Central Eastern Europe, and really allow us to now bring this critical math across all of Europe. So while, like I said I'm excited with our growth in Europe last year on a legacy basis, I'm more excited about what I think the Abbott and Mylan business can now do together and the kind of growth that we're going to see in Europe. As far as the rest of Asia, Asia grew double digits in 2014 led again by India and our emerging markets, our HIV franchise, the ARVs continues to grow at an accelerated double-digit rate. And lastly Australia and Japan continue to be very well and meet our expectations.
Operator:
Thank you. And our last question will come from Sumant Kulkarni from Bank of America Merrill Lynch. Your line is open. Please go ahead.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Good evening. Thanks for taking my questions. The first one is a clarification. If AB-rated competition on EpiPen does not appear, will the upper end of the range still hold all else equal? And secondly on Biologics and the HIV and HCV franchises, there could be potentially lots of patients ex-U.S., and it could be a growing market. But could you give us any quantitative or qualitative color on how profitable those business businesses could be?
Heather M. Bresch - Chief Executive Officer:
Okay. So let me first start, as I said earlier we gave a range for a reason. There is a lot of – there is many moving pieces and parts to this business globally as far as all the range is considered. So, look, I can't answer a hypothetical as an AB doesn't come, but 16 other things do. A lot of things factor into that range that we've given. So I can't take one individual aspect of that with EpiPen and give you an answer. What I can say is that again I think we've been responsible in guiding you to the midpoint of our range and what we think that the opportunities or challenges that lie ahead. And as far as given you any further breakout around these franchises, we've really don't get into like I said product profitability or margins around these products. I think you've got a look at the overall health of our franchise and the results we just reported and the guidance we've given you now going forward as an overall indicator. And, obviously, we've shown tremendous growth on those segments and gross margins.
Sumant S. Kulkarni - Bank of America Merrill Lynch:
Thank you.
Rajiv Malik - President:
With that operator and everybody, we appreciate your support and interest. And you can close out the call.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This concludes our program. You may all disconnect and have a wonderful day.
Executives:
Kris King - Heather Bresch - Chief Executive Officer, Director and Member of Science & Technology Committee Rajiv Malik - President, Director and Member of Science & Technology Committee John D. Sheehan - Chief Financial Officer and Executive Vice President
Analysts:
Aaron Gal - Sanford C. Bernstein & Co., LLC., Research Division Douglas D. Tsao - Barclays Capital, Research Division Jami Rubin - Goldman Sachs Group Inc., Research Division Elliot Wilbur - Needham & Company, LLC, Research Division Ken Cacciatore - Cowen and Company, LLC, Research Division Marc Harold Goodman - UBS Investment Bank, Research Division Christopher T. Schott - JP Morgan Chase & Co, Research Division David Risinger - Morgan Stanley, Research Division Gregory B. Gilbert - Deutsche Bank AG, Research Division Sumant S. Kulkarni - BofA Merrill Lynch, Research Division Jason M. Gerberry - Leerink Swann LLC, Research Division Randall S. Stanicky - RBC Capital Markets, LLC, Research Division
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan, Inc. Third Quarter Earnings Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the call over to Kris King, Vice President of Investor Relations. You may begin.
Kris King:
Thank you, Destiny. Good afternoon, everyone. Welcome to Mylan's Third Quarter 2014 Earnings Call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; and Executive Vice President and Chief Financial Officer, John Sheehan. During today's call, we will be making forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other matters, the proposed acquisition by Mylan of Abbott Laboratories' non-U.S. developed markets specialty and branded generics business; our expected or targeted future financials and operating performance; results metrics and plans and expectations related thereto; the ability to obtain regulatory approvals and planned launches of and anticipated exclusivity periods for new products. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, the timing, accounting and tax treatment of the proposed acquisition; conditions to the completion of the proposed acquisition, including the receipt of approval of Mylan's shareholders; the regulatory approvals required for the proposed acquisition; the integration of Abbott's non-U.S. developed markets specialty and branded generics business by Mylan, being more difficult, time-consuming or costly than expected; operating cost, customer loss and business disruptions being greater than expected following the proposed acquisition; the impact of competition, situations where we manufacture, market and/or sell, notwithstanding unresolved allegations of patent infringement; any regulatory, legal or other impediments to our ability to bring new products to market; those set forth under forward-looking statements in today's earnings release and the risk factors set forth in our Form 10-K for the period ended December 31, 2013, as updated by our Form 8-K filed on August 6, 2014, and Form 10-Q for the period ended June 30, 2014. We undertake no obligation to update any statements made today whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's earnings release, which is available on our website as well as the SEC website, as it contains detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure. Before I turn the call over to Heather, let me also remind you that the material in the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website later today and will remain available for a reasonable amount of time. With that, I'll now turn the call over to Heather.
Heather Bresch:
Thank you, Kris, and good afternoon, everyone, and thank you for joining us today. Mylan had an exceptional third quarter, helping to fuel what is turning out to be yet another outstanding year for the company. All of our regions and businesses experienced year-over-year growth, which is a testament to what makes Mylan truly unique, including our tremendous diversity of our portfolio, our global supply chain, which we leverage to reliably serve our customers, and our proven ability to swiftly execute to take advantage of opportunities whenever and wherever they present themselves. These qualities allow us to continue to shape the company's destiny and to withstand challenges, such as the regulatory ones which we have been experiencing in the U.S., where the FDA continues to struggle to implement GDUFA and has simply been unable to perform efficiently as it transforms. While we find the resulting lack of transparency and timeliness of approvals frustrating, we continue to benefit from our ability to successfully leverage our global network to fill supply gaps resulting from market disruption. And that's why we remain focused on continuing to do what we do best, which is controlling what we can control and leveraging our global operating platform to continue delivering strong performance. Turning to the quarter. Our adjusted diluted EPS increased 41% to $1.16, and revenue increased 18% to nearly $2.1 billion. This outstanding performance was driven, as I mentioned, by our continued ability to leverage our global platform. Our earnings also benefited from an agreement with Strides for compensation for lost revenues in 2014, resulting from supply disruptions that resulted from ongoing quality enhancement activities initiated at certain Agila manufacturing facilities prior to our acquisition of Agila in 2013. During the quarter, our Generics segment delivered revenues of $1.61 billion, an increase of 15% as compared to the third quarter of 2013. In North America, sales totaled $842 million, up 20% year-over-year. This impressive performance was the result of launching new products and capitalizing quickly on unanticipated market opportunities. Again, a tribute to the quality and scale of our network. I'd also note that our Institutional business delivered exceptional revenue growth year-over-year due in part to new product launches and sales related to our Agila business. In Europe, sales totaled $352 million, a slight increase as compared to the third quarter of 2013. The growth was driven by higher volumes in Italy and France and new product launches throughout the region, and we achieved it despite lower pricing throughout Europe. We maintained strong positions in the market, and because generic utilization continues to rise, we continue to view the region as a long-term contributor to our growth, all of which only underscores the strategic rationale behind the Abbott transaction, where we look forward to leveraging their physician channel and our pharmacist channel to build upon our strong position throughout Europe. In our Rest of World region. Sales totaled $414 million, a year-over-year increase of 19%. This very strong growth was driven by our India business, particularly our ARV franchise whose products serve approximately 40% of people being treated for HIV/AIDS in the developing world. In addition, sales in Australia rose as a result of new product launches. I also would note that our business in Brazil is gaining traction, and we are excited about opportunities we are incubating in the country. Our Specialty segment totaled $462 million, an almost 30% increase compared to the third quarter of last year. This very impressive performance was driven by higher EpiPen sales, a significant portion of which was due to volume growth as both EpiPen and the epinephrine auto-injector market expanded at a double-digit rate. We maintain our leadership position and continue to expect EpiPen to become, this year, our first billion-dollar product. As for our outlook for the rest of 2014, we are increasing our guidance range for adjusted diluted EPS to $3.54 to $3.60. We look forward to discussing our impressive growth story when we provide detailed 2015 guidance in conjunction with our fourth quarter earnings. With respect to Abbott, we remain extremely excited about this acquisition and continue to view it as the right next strategic transaction for Mylan as it builds on our strong vertically integrated platform, expands and further diversifies our business and maximizes our ability to execute on our growth drivers. We expect the transaction to be immediately and significantly accretive. And as noted in our 8-K filing last week, we expect the amendment to our agreement to enhance the accretion. We continue to expect the transaction to close during the first quarter of 2015. This transaction also will further enhance our financial flexibility, opening up even more opportunities for us to create additional value for shareholders. We continue to actively pursue opportunities and we are eager to put this enhanced financial flexibility and capital structure to use. Finally, we continue to see potential to accelerate achievement of our 2018 adjusted diluted EPS target of at least $6. Before turning the call over to Rajiv, I'd like, on behalf of Mylan's board and our entire management team, to thank our employees around the world for their loyalty, dedication and hard work. Thank you. With that, Rajiv?
Rajiv Malik:
Thank you, Heather, and good afternoon, everyone. As Heather noted, this quarter again demonstrates the diversity of our global business and the breadth and depth of our global portfolio. FDA's implementation of GDUFA has provided both challenges and opportunities for us. We did not receive a number of key approvals that we had anticipated, most notably, Copaxone and Lidoderm. However, on the flip side, we have seen our competitors experience the same and have seen opportunities as a result. Further, GDUFA also has resulted in supply chain disruptions at certain of our competitors, and Mylan has always been well positioned to maximize the opportunities that have presented themselves. This has underscored the importance of having an integrated quality global supply chain as well as the value of our commitment to one global quality center across our network. We also have seen additional opportunities arise as the result of global consolidation among our customers. As to Copaxone, we continue to be engaged with the FDA on our application. As we told you last quarter, we have responded to all FDA requests to date in terms of our ANDA, and we remain confident that we are well positioned to receive approval for our application. On the Copaxone litigation front, we appreciated the opportunity to present our arguments to the U.S. Supreme Court a few weeks ago and remain confident in our position. We look forward to receiving the court's decision. We also announced that our ANDA for a generic version of 3-times-per-week Copaxone 40-milligram per ml has been accepted for filing by FDA. We believe we are one of the first companies to have filed a substantially complete ANDA containing a Paragraph IV certification, and we expect to be eligible for 180 days of marketing exclusivity in the U.S. upon final FDA approval. Now let me provide an update on some of our other key growth drivers. As you have seen, we have initiated a Phase III clinical trial for our generic version of Advair. The trial will evaluate the influence of our product to Advair when administered by inhalation in adult asthma patients. We continue to believe that Mylan will be the first to bring to market an AB-rated substitutable generic form of Advair. We continue to seek additional opportunities to build on our respiratory franchise. We also initiated a Phase III clinical trial to compare the efficacy and safety of Mylan's insulin glargine with that of Lantus in both type 1 and type 2 diabetes patients. We expect to be one of the first to bring to market an interchangeable insulin analog to Lantus. While the science for both these products is complex, building commercial scale manufacturing assets is equally challenging and complex, and we have made significant progress in commissioning these manufacturing facilities. The introduction of such complex products, in addition to the hundreds of others in our pipeline, will continue to diversify our portfolio and further differentiate Mylan with our customers. With regards to our injectables franchise. We are bringing to reality the benefits that we had anticipated from the Agila transaction. We are very pleased with the contributions from Agila this quarter, particularly to our North American and Rest of the World businesses, and we remain excited about the outlook for this important business. On the regulatory front, our quality team has continued to make progress in implementing Mylan's one quality standard across Agila. We continue to work diligently with FDA on our remediation efforts and we anticipate putting these issues behind us soon. Turning now to our ARV franchise. Over the years, we have invested significantly in our product portfolio and supply chain. And today, our entire portfolio is vertically integrated. During this quarter, we further strengthened our leadership position in ARVs in developing markets with a number of recent product approvals under PEPFAR, including nevirapine extended-release and 2 taste-masked pediatric formulations of Abacavir and Lamivudine. We are also building out our ARV franchise in developed markets such as the U.S. and Europe. In the U.S., we recently launched Lamivudine and Zidovudine tablets, and this week, we launched nevirapine extended-release tablets. We also continue to expand our product portfolio around the world through various business development activities focusing on key markets and product franchises. Notably, we announced the acquisition of U.S. rights to Arixtra injection and authorized generic of Arixtra from Aspen. The addition of Arixtra is an attractive opportunity to broaden the range of therapeutic categories we market in the U.S. and further adding to our growing portfolio of complex injectables to better meet our customer needs. We expect to see sustainable value from this product. We also announced our latest agreement with Gilead. The agreement provides nonexclusive rights to manufacture and distribute Sofosbuvir marketed by Gilead as Sovaldi in low-income countries where Mylan is building on a successful base of fighting HIV to now reach millions of people living with hepatitis C. Mylan and Gilead are also working towards concluding additional agreements in the fourth quarter, including an exclusive distribution agreement for Sovaldi brand in India, which will be an important expansion of our commercial operation in that market. With regards to our pending acquisition of Abbott's non-U.S. developed markets specialty and branded generic business, we are making good progress in our pre-integration planning. We are very excited about the talent pool and assets we are gaining through this transaction and the enhanced potential of this business in Mylan hands. We also see this transaction as another opportunity to mean even more to our customers. We eagerly anticipate closing this transaction so that we can begin to realize the significant value we see from this combination. Let me now turn the call over to John. Thanks.
John D. Sheehan:
Thanks, Rajiv. Good afternoon, everyone. Today, I'm going to be referring to financial metrics that have been prepared on an adjusted basis. These are non-GAAP financial measures. I refer you back to Kris' comments at the beginning of today's call regarding our use of adjusted measures. I'd like to begin today by walking you through our third quarter financial results, which were at the high end of the increased guidance range that we announced at the beginning of October. These results represented yet another strong quarter for our company with contributions from all regions. With our revised guidance for the calendar year, which we issued this afternoon, we expect that we will achieve the full year results, even without the anticipated 2014 launches of generic Copaxone and generic Lidoderm, which is a testament to the strength and diversity of our world-class platform. Now let me turn to our third quarter financial performance. Starting at the top of our income statement, total revenues for the quarter were $2.1 billion, an increase of approximately 18% when compared to revenues of $1.8 billion in the prior year. For the full year, we expect that our total revenues for 2014 will be in the range of $7.7 billion to $7.8 billion as compared to our guidance from earlier this year of $7.8 billion to $8 billion. The revision of revenue guidance results from delays in key product approvals and the unfavorable impact of changes in foreign exchange rates. We estimate the negative impact foreign exchange rates will have on 2014 revenues is nearly $150 million. Looking at our operating profitability measures. Adjusted gross margin in the third quarter of '14 -- 2014 was a very strong 54%, up over 300 basis points from the same prior year period. Our strong margins are primarily the result of new product introductions in North America and the growth in sales of the EpiPen Auto-Injector. We've increased and narrowed our full year 2014 adjusted gross margin guidance range to between 52% and 53%. Adjusted operating income was $659 million for the third quarter of 2014, an increase of $198 million. The increase in adjusted operating income is primarily the result of the strong gross margins we experienced throughout 2014. In addition, during the current quarter, we recognized a gain of $80 million as a result of an agreement with Strides Arcolab to settle a component of the contingent consideration related to the Agila acquisition. We've included the gain within adjusted operating income due to the lost injectables revenues we experienced in 2014, combined with the corresponding positive impact on our cash balances. Our 2014 injectable revenues have been negatively impacted as a result of supply disruptions due to the ongoing quality enhancement activities initiated at certain Agila facilities prior to our ownership. We look forward to the completion of these activities, along with the continued growth of our global injectables platform. R&D expense on an adjusted basis was $157 million for the third quarter or almost 8% of total revenues and at the upper end of our guidance range. As I indicated earlier in the year, we expected R&D spending to increase throughout 2014 as we continued to invest in our biologics and respiratory programs. Our guidance range for adjusted R&D expense for the full year remains between 7% and 8% of total revenues. At the same time, SG&A, also on an adjusted basis, was $396 million or 19% of total revenues for the third quarter. We continue to expect to be within our adjusted SG&A guidance range of 18% to 20% of total revenues for 2014. Factors contributing to the increase in SG&A include our continued investment in the EpiPen Auto-Injector, including our direct-to-consumer marketing campaign, along with investments in infrastructure to support the growth of the company. Additionally, to support anticipated new launches within North America, we've experienced increased legal and marketing cost during 2014. Adjusted EBITDA for the 3 months ended September 30 was $736 million, an increase of 38% when compared to the prior year. We expect adjusted EBITDA to be between $2.35 billion and $2.4 billion for the full year. Adjusted interest expense for the third quarter of 2014 was $63 million. While adjusted interest expense increased slightly when compared to the prior year quarter and year-to-date periods, our total debt outstanding is up $1.4 billion over the prior period. We continue to benefit from low short-term interest rates as the average rate on all of our outstanding borrowings was slightly below 4%. Additionally, to further enhance our capital structure, we have announced our intention to redeem our 2018 senior notes this November. I'd also like to mention that during the third quarter -- over the third quarter of 2014, we received approval from the regulatory authorities in India to legally merge our Agila Indian subsidiaries into Mylan Labs Limited. The merger resulted in the recognition of a tax benefit of approximately $150 million as the goodwill from the Agila acquisition will now be deductible for tax purposes in India. The impacts of recognizing the tax benefit are excluded from our adjusted results for the quarter. However, we have incorporated future tax deductions into the long-term tax rate projections and have narrowed our 2014 adjusted tax rate guidance to 24% to 25%. Third quarter adjusted net income was $463 million or $1.16 per share, an increase of 43% from our Q3 2013 adjusted net income of $324 million or $0.82 per share. We expect our Q4 adjusted EPS of between $1.03 and $1.09, implying a full year adjusted EPS range of $3.54 to $3.60. The increase in Q4 adjusted EPS when compared to the prior year is the result of new product introductions during 2014 in North America, continued growth in the Specialty segment and to a lesser extent, growth generated from our business development activities. Although we continue to look forward to and expect FDA approval of generic Copaxone and generic Lidoderm, the fourth quarter guidance range excludes the potential launches of these products. Turning to our cash flow and liquidity metrics. Year-to-date, cash flow from operations on an adjusted basis was $1 billion, which is up 42% from our 2013 comparative amount of $727 million. We are narrowing our full year 2000 (sic) [ 2014 ] adjusted operating cash flow target to $1.2 billion to $1.3 billion. Capital expenditures for the 9 months ended September 30, 2014, was $220 million as we continue to invest in our strategic growth drivers. And we expect full year capital expenditures to be within a range of $300 million to $350 million. At the end of the quarter, our debt-to-EBITDA leverage ratio is approximately 3:1. We continue to have ample borrowing capacity and financial flexibility and remain committed to our stated M&A parameters, that any transaction be accretive to earnings and maintain our long-term gross leverage targets at investment grade levels. As previously mentioned, our financial flexibility will be significantly enhanced through the pending Abbott transaction. To summarize, our third quarter was outstanding and provides another example of the strength and diversity of Mylan. We look forward to a strong finish to 2014 and the completion of our transaction with Abbott in early 2015. Before I conclude my remarks, I'd like to briefly update you on the recent amendment that we entered into with Abbott. As you know by now, the amendment, which is contemplated by our transaction agreement, defines the terms under the product supply arrangements that we will enter into as part of the transaction. The amendment will also increase the number of shares that we will issue to Abbott to 110 million shares, valued at approximately $5.5 billion based upon our recent share price range. As a result of the amendment, the multiples at which we are acquiring the business have declined slightly. For example, the adjusted EBITDA multiple, including cumulative operational efficiencies of $200 million, declined from 6.6x to 6.4x. Finally, in conjunction with our fourth quarter call, we will provide detailed 2015 financial guidance that will reflect recent developments and our most up-to-date outlook. That concludes my remarks. And I'll turn the call over to the operator for Q&A. Destiny?
Operator:
[Operator Instructions] Our first question comes from Ronny Gal of Bernstein.
Aaron Gal - Sanford C. Bernstein & Co., LLC., Research Division:
A few questions. The first one is on Abbott, first. I don't think you -- I might have missed it, but can you just remind us if you will be able to do the tax inversion through this transaction now that you know the details? And just the big-picture question about this transaction is, I guess, the concern that investors have raised to me was, "Look, this might be a great strategy in the next couple of years. But afterwards, Mylan will have a fairly large business unit which is saddled with declining assets. And when interests go up and you can no longer grow this asset through acquisition, Mylan will not be able to grow." So if you can just perhaps give us a little bit more perspective on your vision. It will be appreciated. And the same questions around insulin. Rajiv, you kind of brought it up, so I've got to ask. Have you gotten guidance from the FDA about interchangeability of insulin? Do you know what you need to do? And does the current set of trials that you're conducting enable you to ask the FDA for an interchangeable label to your insulin?
Heather Bresch:
Okay. So I'll take your first couple and then I'll let Rajiv speak to insulin. So Ronny, yes, we do believe that our Abbott transaction will be a successful inversion. And as far as the business, the strategic rationale, I -- as we look at what Abbott -- so first of all, strategically, we believe that being able to have critical mass now around the physician channel throughout Europe, combined with our retail channel, certainly will give very positive upside synergies about how we're able to make 1 plus 1 equal 4 and how we can serve that market. As you know, it doubles our size in our top 10 markets outside of the United States. So first and foremost, that strategic rationale, I think, is very sound. So what we've said, because of the truly enhanced financial -- the significant financial flexibility we will receive because of the -- because of what Abbott, the cash flows that we'll generate, that we will be adding immediately. In fact -- and I'd called out in my remarks that we are actively -- currently actively pursuing many opportunities. So we are certainly putting it to work immediately and certainly, continue to put it to work after the Abbott transaction closes so that we can take that financial flexibility and continue to complement then this platform across the globe with other high-growth areas.
Rajiv Malik:
And Ronny, as regarding insulin. As you will recall, insulin -- -- Lantus was approved as an NDA and not as biologic. So our discussion with the FDA around 505(b)(2) route with interchangeability is a theme so far. So every discussion around this protocol has been around this theme, and our clinical program, which we have agreed with the FDA, is around this theme.
Operator:
[Operator Instructions] Our next question comes from Douglas Tsao of Barclays.
Douglas D. Tsao - Barclays Capital, Research Division:
Just to perhaps touch on a little bit your thinking in terms of executing another strategic deal. I mean, this has obviously been something that's been featured in each of your earnings releases over the last couple of quarters, your sort of willingness and readiness. Is this something that we should anticipate by year-end? Or is it that you're still just not going to do something just to do something and you're looking for the right opportunity? And the direction, are you thinking Generics or Specialty?
Heather Bresch:
Sure. Like I said, we are actively, aggressively pursuing many things. But to your point, we have remained consistent that we wouldn't just add or do a transaction for the sake of doing a transaction. But the good news is there's plenty of transactions out there that do make strategic and financial sense. So we have not certainly put out a time frame other than to say we will -- I think you've seen us in action before, and we are able to move swiftly. And when we find the right target, we certainly act upon it. So I would say that as from a timing perspective, just know that we're out there actively looking at a lot of things. As far as Specialty versus Generic, again, we really are looking across this platform and thinking more about franchises. So -- and as you think about versus -- a generic versus a brand, when you look at how complementary some of our therapeutic categories are, whether allergy, respiratory, you look at everything from a generic Advair to Perforomist, to having nebulization expertise. So I would say, again, we are looking at how we can best complement, either critical mass or add to from a therapeutic category. And that's why, again, having -- after being able to close on the Abbott transaction, being able to leverage these multiple different channels, whether they're physician or retail, it really lets us maximize a portfolio across these channels versus just thinking of something on a product-by-product basis, whether that's a brand product or a generic product. So it's about really leveraging our entire portfolio within these channels that I think gives Mylan the unique opportunity to be very differentiated across the pharmaceutical sector across the globe.
Operator:
[Operator Instructions] Our next question comes from Jami Rubin of Goldman Sachs.
Jami Rubin - Goldman Sachs Group Inc., Research Division:
John, a question for you on the Abbott transaction. Just wondering if we should anticipate any changes to your future projections as a result of the treasury notice. Specifically, I'm referring to the elimination of hopscotching, decontrolling, et cetera. Will that impact your expectations for what the tax rate might look like going forward? And also, do you see any risk of future changes imposed to the newly inverted companies such as earnings stripping? What's your comfort level that, that doesn't change?
John D. Sheehan:
So Jami, with respect to the first part of the question on the taxes, we'll be filing our S-4 here in the next week, as early as the next week. And I think that there will be more disclosure around the whole tax and tax inversion as part of that. But we do still, as Heather indicated, just a little bit in response to the first question, we do still to see ourselves having a successful inversion and with the tax rate projections that we talked about in July. And quite honestly, as to where tax reform or changes to tax may go, quite honestly, I'm not going to speculate in that area to the second part of your question.
Operator:
Our next question comes from Elliot Wilbur of Needham & Company.
Elliot Wilbur - Needham & Company, LLC, Research Division:
First question for Heather. Your 2 biggest competitors in the U.S., at least with respect to their European businesses, have talked about scaling back sales growth in exchange for profitability or more profitable growth. And maybe that's a function of the fact that the same guy is making the decision of both companies, but just wondering sort of how you're thinking about that with regard to your European platform, anticipating making any changes along similar lines? And then the second question is can you just maybe elaborate a little bit more on the $80 million payment related to Strides? I'm just trying to figure out if this is sort of reimbursement for direct costs incurred in addition to lost sales? Or whether or not there's also inabilities incorporated in there? I'm just trying to figure out sort of what the P&L risk going forward, may be. I think there was originally $250 million held back. I mean, are you protected only up to the $250 million? Or are there additional protections built in if in fact issues such as inabilities continue to arise?
Heather Bresch:
Okay. Thanks, Elliot. Look, as far as Europe -- as it relates to Europe, I would -- if you remember, I think now going back several years ago, that was our answer when Europe -- when the economic kind of crisis and crash came and that ability to be managing our profitability. Because as you know, going back then when we had acquired Merck, 70% -- 75% of their portfolio was in licensed. And so they didn't really -- that -- they didn't have as much control over their own destiny from a supply chain perspective. As we then brought in Merck, as you know, one of our priorities was converting and flipping that, that at least 75% of what we sold we would manufacture. So as we were going through that transition, I remember saying to the market when we were experiencing declining growth in Europe, that we were very much being mindful in managing that profitability. And I think that what we're enjoying today is that discipline that we applied in getting our global supply chain where it is today of truly across the globe manufacturing 80% of what we sell. And we're benefiting, quite honestly, in Europe. We did show year-over-year growth. Yes, we have volume offsetting -- continued price cuts but I think that our ability to control that global supply chain and our ability to have truly this vertical integrated network gives us a lot of flexibility, a lot of room for continued growth, and that's why we see it continuing to be a longer-term growth driver. And now when you couple that with, like I said, what the Abbott platform brings us, we really believe that 1 plus 1 equals 4. So I think that we took those steps several years ago, and it is in allowing not only us to have profitability today, but growth year-over-year, and we see that continuing. And I'll let John and Rajiv hit the Agila.
John D. Sheehan:
Yes, so Elliot, with respect to the Strides compensation. That was for revenues that we were unable to realize here in 2014 as a result of the ongoing remediation activities at the Agila facilities and the lack of product as a result of, as I said, the remediation going on. We had -- you're correct, a $250 million hold back from the purchase price from Strides. We did transfer $150 million or settle with Strides for 100 -- them to receive $150 million of that, and $80 million of it was for the lost revenue that we were talking about -- we're talking about here and $20 million relates to another separate issue that had been agreed at the time of the closing of the transaction. So it is not for -- the compensation that we received is not for reimbursement of cost. There is a separate escrow account that is set up and the remediation that's been ongoing has been reimbursed out of that escrow account. This compensation was for lost revenues.
Operator:
Our next question comes from Ken Cacciatore of Cowen and Company.
Ken Cacciatore - Cowen and Company, LLC, Research Division:
My first question is -- just wondering how you think about growth versus accretion when it comes to future M&A. There's clearly a lot of assets that will provide accretion, but wondering how you view growth and maybe even durability. That's the first question. Then the second question is it seems that -- it sounded as if you're frustrated with the FDA. That's my interpretation of your earlier comments. I was just wondering is it because of your own poorly formulated products? Or is it actually issues with the FDA? So just trying to understand seeming placing blame on them and wondering maybe it could be with your own formulations.
Heather Bresch:
Thanks, Ken. So look, I think as far as growth versus accretion, look, I think our track record pretty much speaks for itself. I think that we have added some great complementary strategic assets and accretion. I think we've been very clear about the parameters around M&A that they absolutely would be accretive. And I think that just as I gave the explanation around Abbott, we can bring in an asset that's very complementary and gives great strategic and financial rationale and we'll continue to put that cash to use to ensure that we maintain that strong growth momentum that we've now delivered for 8 years. As far as your FDA question, I am frustrated as I think the industry is. I guess, as far as Mylan is concerned, I'm not aware of any poor formulated products that we have -- have ever had or have in our pipeline. So I'm not sure what your reference there is. I do think that by their own admission, they're having a difficult time efficiently performing while they transform and meeting the metrics that, as you know, we championed GDUFA to level the playing field. And we're working closely with them to enhance and improve the transparency and the timelines and to get us where we need to be -- where they need to be by the end of year 5 in GDUFA. This is the first year -- this is year 3 we're into, and the metrics and so forth, they'll be coming out. So look, I think it is back to a timing perspective, and we look forward to continuing to work with this agency. I think we received -- so with that being said, we've received more product approvals than any other company out there. So while I'm frustrated, I will tell you, Mylan has received more than -- more approvals this year than any of our competitors to date.
Operator:
Our next question comes from Marc Goodman of UBS.
Marc Harold Goodman - UBS Investment Bank, Research Division:
Heather, maybe you can give us a flavor for what's going on in some of the key European countries. Your press release refers to some pricing pressures. And obviously, France is key and Italy. Talk about, specifically, in those countries, what's happening, the dynamic, how the markets are growing and volume versus price and how you guys are doing.
Heather Bresch:
Sure, Ken (sic) [Marc]. So as I mentioned, we have continued to see pricing pressure there. We have continued to see some volume offsetting that. I would say more so in Italy than France. We continue to see utilization on the rise and the market growing. I would say this about the French market overall. It's been -- from a pharmaceutical perspective, has been fairly flat. So we have obviously maintained our market leadership position there. We've continued, I think, again our durability around our cost of goods, our agility to really be able to key upon key launches there have -- able to let us maintain that. We're excited about launching direct-to-consumer advertising there in France, I think really building upon this leadership. And as far as the other markets outside of just even Italy and France, like I said, we continue to be encouraged by generic utilization increases. And as we've said, nothing happens overnight in Europe throughout the entire region. It is an incremental build, and that's why, again, I go back to being extremely excited around Abbott and our ability to really leverage on both channels, the physician and pharmacy, and really offer something into that market that doesn't exist today, which is a true patient portfolio to the physicians to be able to offer those patients in these therapeutic categories that we're going to have great critical mass around, be vertically integrated in and be able to offer benefit with that pull-through from the pharmacy level.
Operator:
Our next question comes from Chris Schott of JPMorgan.
Christopher T. Schott - JP Morgan Chase & Co, Research Division:
Great. I just had 2 here. First, can I just get your view on broader consolidation of the generic industry? I guess, specifically, do you believe consolidation among the larger manufacturers is possible? Or if it makes sense in light of some of the customer consolidation that's occurred? And then second question is coming back to just the next steps post this Abbott transaction. Can I just -- just so I'm clear here, are other established product divisions that may be for sale from some of the large pharma companies of interest to Mylan? Or are you looking at other types of assets given some of those kind of franchise-level kind of comments you made earlier?
Heather Bresch:
Yes, Chris. Thank you. Look, I think -- I used to refer to our industry as hypercompetitive. I'd say now it's hyper-consolidating. And I don't know that I see that stopping. So I think, again, you've got to step back, and look, I won't speak for any of the other large companies. I will speak for Mylan. And I think we've been very vocal that we'll continue to be an acquirer of some great assets that are out there. We believe that we do have the scale and size today with this -- our -- not only the global platform we have, but I'll go back to manufacturing and having the capacity not only to manufacture and put into the market what we do today, but what we're forecasting from our pipeline perspective. And I think that, that really tees us up to serve these global customers. Because I do think that as we continue to see the disruptions in the market, the lack of reliability and some of the positive that a GDUFA has brought, which is I think taking products and some of that capacity out of the market that wasn't where it needed to be from a quality perspective. And I think we certainly are being able to seize on these opportunities. I think, as far as established product businesses, I think what we're in a position to do not only -- as I've said, we're kind of actively looking at everything. We're also, now with this infrastructure in place, able to also cherry-pick products. So I wouldn't think of it that it's an all-or-nothing proposition. I think now building out the infrastructure, not only that we have in the U.S. but throughout Europe, we'll be able to add some great strategic assets whether that's all of an asset or part of it, in addition to standalone companies and obviously, things that would make sense. And certainly, as we continue to think of the emerging markets, especially in Latin America and how we may grow there, there certainly would be opportunity along those lines as well.
Operator:
Our next question comes from David Risinger of Morgan Stanley.
David Risinger - Morgan Stanley, Research Division:
Yes. So my first question is for John. So going back to your slides from July, you had indicated adjusted EBITDA for the Abbott business of $600 million, and I just wanted to make sure that I understand the math correctly. So starting with the $600 million, investors should be adding $200 million in future synergies. So that would bring the number to $800 million. And then should investors be subtracting some dollar amount that's now lower after your negotiation for the extra cost of goods sold or pricing terms? Is that the way to think about it? And could you also put that in perspective in terms of what those extra pricing terms may amount to? And then second, could you -- could someone on your management team just provide some more detailed comments on the Lidoderm issues and your expectations for approval timing?
John D. Sheehan:
Sure, David. Thanks. And what I would say to you, number one, is, is that if you go back to the slides that we provided back at July that you're referencing, you'll see that one of the metrics that we provided was an adjusted EBITDA multiple of 6.6x based upon that transaction. And that what I was trying to provide in my prepared remarks was a comparison today that as a result of the revised transaction, including the issuance of the 5 million shares to Abbott that, that comparative metric is now 6.4x, which reflects the benefit of the improved pricing that came out of the conclusion of the negotiations with Abbott as well as the issuance of the 5 million shares to them. And you'll see further information on that when we file our S-4. And I'll let Rajiv...
Rajiv Malik:
On Lidoderm, I think we continue to work very closely with the FDA to close any outstanding issue. And that's why -- while we are prepared to launch as soon as we get the product, we have taken it out of this year's guidance just on financial prudence.
Operator:
Our next question comes from Greg Gilbert of Deutsche Bank.
Gregory B. Gilbert - Deutsche Bank AG, Research Division:
One on Abbott, John. Is there an opportunity to improve gross margin on that business once you take control of the manufacturing, whenever that might be? And then for Rajiv. Do you still believe that generic Copaxone could be approved at any time? You've been saying for some time that you've resolved all issues or questions. So I want to make sure that you believe an approval could happen at any time and wondering why you link that to GDUFA slowdowns. I'm not sure if you are linking those 2 things or not.
John D. Sheehan:
Absolutely -- yes, on your first part about the gross margins, Greg, I absolutely believe that not only is there the opportunity to increase the gross margins over time, but I think that we have a proven track record of improving gross margins. If you look at the experience over the last 5, 6 years here at Mylan as we have integrated the Merck acquisition, the Bioniche acquisition, our margins have steadily increased. So I definitely see opportunity as well as a proven track record in that area.
Rajiv Malik:
And Greg, as far as Copaxone is concerned, as I said in my prepared remarks, that we do not have any scientific issue -- outstanding scientific issue to date. We have responded -- the last set of questions were responded maybe 6, 8 months back. And we have been working and staying very close to the FDA and we have been guiding The Street accordingly what we have been hearing from FDA. Obviously, the transformation at FDA, the rolling out of GDUFA and all, we have seen overall impact, a huge impact, and that is a slowdown. So we don't see any outstanding issue at this time where we stand. That's why we imply that, yes, we can see approval any time. But again, being prudent, we have taken it out of this year's guidance.
Operator:
Our next question comes from Sumant Kulkarni of Bank of America.
Sumant S. Kulkarni - BofA Merrill Lynch, Research Division:
The first one is in a couple of product-specific ones for Rajiv. Are you still on track to launch generic Advair in 2016 because I think you said market formation today? The second one is what is the latest on generic Vivelle-Dot? And then for John, on accretion, could you give us any color on where the source of the additional accretion comes from, from the manufacturing agreement? Is that due to adding sales, better cost positions or due to some other nonoperational source such as tax?
Rajiv Malik:
On generic Advair, all I can tell you, that every milestone which we have identified ourselves way back 2 years when we launched this product, we have been hitting on the track, and the Phase III study has been initiated as we have scheduled. Every manufacturing activity, the commissioning of the plant and everything is on track. And I would say that beyond that, you will hear from us on -- in 2015, our Investor Day. As well as Vivelle-Dot, again, no scientific outstanding issue to date. We have responded to everything and we are expecting approval anytime.
John D. Sheehan:
And then on your second question regarding the accretion as a result of the amendment and the 8-K filing. I think we indicated in the 8-K filing that the accretion was the result of improved pricing surrounding the transaction. So it's really on the pricing of a product perspective.
Operator:
And our next question comes from Jason Gerberry of Leerink Partners.
Jason M. Gerberry - Leerink Swann LLC, Research Division:
I just wanted to follow up on Ronny's question about the Lantus program. Can you just confirm, is your Phase III -- do you have a vial or a pen delivery there? I'm just sort of curious if you're going after interchangeability to the vial or the pen delivery? I know that your partner had a pen? And then this is my second question. Just as we think about the Abbott transaction, can you just confirm your old pro forma guidance as it related to the, I guess, the pro forma tax rate for the combined entity, which I think was down in the low 20s and then to the high teens over time?
Rajiv Malik:
As far as the insulin trial is concerned, yes, we have a pen as a part of this trial.
John D. Sheehan:
And Jason, I think actually I had intended, in response to Jami's question, to be indicating that the tax rate was as a result of the inversion that we were still expecting a tax rate in the 20%, 21% range next year and into the high teens thereafter.
Operator:
And our last question will come from Randall Stanicky of RBC Capital Markets.
Randall S. Stanicky - RBC Capital Markets, LLC, Research Division:
Heather, just back on the end of backlog, is there anything that you can point to like a greater volume and complete response letters that could be a leading indicator that things are at least troughing or potentially getting better? And how much of an impact do you think these -- the OGD delays are going to give you for having on broader industry pricing?
Heather Bresch:
So Randall, I hope that, as I stated, October starts the beginning of the third year of GDUFA, which should really be the transformational year as far as metrics and starting to get to the -- and starting to get to where the overall vision of GDUFA was in the first place, which is to accelerate approvals to be able to raise that bar on quality and enhance the transparency. And I, unfortunately and disappointingly, tell you it's gone every -- the wrong direction up until now. I think FDA is aware of this. I hope that going into the very early part of next year, we will be able to see a market -- a markedly different metrics in place for applications that were filed after October 1. I think that where we have been vigilant on with FDA is the backlog issue. So anything before October 1 of 2014, that would have been filed, how they prioritize those. We've been very vocal about, first, generics, how important that is to the market. I think there are certainly broad implications around the lack of approvals that we've had this year. I mean, I think it's been quantified into the billions because of the inability to get products approved at market formation. And I think that as Congress continues to take a hard look at that, I think as a lot of the consumers, that that's really a driving factor and that's what we keep reminding people that we've got to get those approvals in. That's what -- that's the mission statement around OGD. That's what -- that driving force should be there to deliver that to the United States, both as a taxpayer and as to the consumers to get affordable medicine out there. So I can assure you we've not lost sight of the broader mission picture and we'll continue to do our part to make sure everybody else is understanding that, that needs fixed before anything else. Because if we can't get approvals, really fixing anything else isn't going to be very meaningful. And as far as the pricing implications, look, I think -- I continue to say that I think that's a supply-and-demand issue. So yes, do I think there's been opportunities around certain products? But I will say, overall -- I have continued to say generics, overall, per dose or pennies. So it's really, I think, looking -- really looking at the wrong end of the spectrum of where we should be looking at, and it's not the pricing of generic drugs that's driving anything around this health care system, it's really we need to get products approved and get them into the hands of the patient. So with that, thank you.
John D. Sheehan:
And operator, you can close out the call.
Operator:
Thank you, ladies and gentlemen. Thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a great day.
Executives:
Kris King - Heather Bresch - Chief Executive Officer, Director and Member of Science & Technology Committee Rajiv Malik - President, Director and Member of Science & Technology Committee John D. Sheehan - Chief Financial Officer and Executive Vice President
Analysts:
Jami Rubin - Goldman Sachs Group Inc., Research Division Douglas D. Tsao - Barclays Capital, Research Division Gregory B. Gilbert - Deutsche Bank AG, Research Division Marc Harold Goodman - UBS Investment Bank, Research Division Christopher T. Schott - JP Morgan Chase & Co, Research Division Randall S. Stanicky - RBC Capital Markets, LLC, Research Division Sumant S. Kulkarni - BofA Merrill Lynch, Research Division Elliot Wilbur - Needham & Company, LLC, Research Division David G. Buck - The Buckingham Research Group Incorporated Ken Cacciatore - Cowen and Company, LLC, Research Division David Risinger - Morgan Stanley, Research Division
Operator:
Good day, ladies and gentlemen, and welcome to the Second Quarter 2014 Financial Results Call. [Operator Instructions] As a reminder, today's call is being recorded. I would now like to introduce your host, Ms. Kris King, Vice President of Investor Relations. Please go ahead.
Kris King:
Thank you, Janine. Good morning, everyone. Welcome to Mylan's Second Quarter 2014 Earnings Call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; and Executive Vice President and Chief Financial Officer, John Sheehan. During today's call, we will be making forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other matters, the proposed acquisition of Mylan of Abbott Laboratories non-U.S. developed markets specialty and branded generics business; our expected or targeted future financial and operating performance, results, metrics and plans and expectations related thereto; the ability to obtain regulatory approvals and planned launches of and anticipated exclusivity periods for new products. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, the timing and accounting of tax treatments of the proposed acquisition; conditions of the completion of the proposed acquisition, including the receipt of approval of Mylan's shareholders; the terms and timing of the regulatory approvals required for the proposed acquisition; costs and other challenges of the integration of Abbott's non-U.S. developed markets specialty and branded generics business by Mylan; the possibility of higher operating costs and business disruptions following the proposed acquisition; the impact of competition; situations where we manufacture, market and/or sell products, notwithstanding unresolved allegations of patent infringement; any regulatory, legal or other impediments to our ability to bring new products to market; and those set forth under Forward-looking Statements in today's earnings release and the risk factors set forth in our Form 10-K for the period ended December 31, 2013. We undertake no obligation to update any statements made today whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood to speak only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's earnings release, which is available on our website, as well as the SEC website, as it contains detailed reconciliations of these non-GAAP financial measures to those directly comparable to GAAP financial measures. Before I turn the call over to Heather, let me also remind you that the material in the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website later today and will remain available for a reasonable amount of time. With that, I'll now like to turn the call over to Heather Bresch.
Heather Bresch:
Thank you, Kris. And good morning, everyone. Thanks for joining us. Mylan delivered a solid performance in the second quarter, with all of our regions and businesses reporting year-over-year growth, including double-digit increases by our Specialty and Rest of World businesses. Sales totaled approximately $1.8 billion, up 8% on a constant-currency basis and right in line with our expectations. Adjusted EPS rose 1% to $0.69, which was at the upper end of our guidance range. We were able to deliver these results despite the ongoing delays in approvals of key products by the FDA, once again, demonstrating our ability to leverage our global platform and commercial opportunity. Our ability to consistently deliver on our commitments reflects the dedication and the hard work of our employees around the world. And on behalf of Mylan's board and our entire management team, I'd like to thank them for a job well done. I'd also like to greet Abbott's employees, who will be joining us as part of the deal, and look forward to welcoming you to the Mylan family. Now I'd like to walk through the commercial performance of our businesses. In our Generics segment, we delivered revenues of $1.53 billion, a constant-currency increase of 6% as compared to the second quarter of 2013. In North America, sales totaled $737 million, up 3% year-over-year. This underscores the broad-based strength of our overall business, given the delays in product approvals that I mentioned. So we look forward to the contributions these approvals will make. In Europe, sales totaled $396 million, a 5% constant-currency increase compared to the second quarter of '13. We continue to be encouraged by the year-over-year growth we've seen over the last couple of years, and look forward to the addition of the complementary commercial platform we are acquiring through the Abbott acquisition, which we believe will only further enhance our growth prospects for this region. In our Rest of World, sales were up 11% year-over-year, constant currency, totaling $396 million. Our ARV franchise continues to drive this double-digit growth, as does our Japan business. As for Specialty, sales were up 22% year-over-year, totaling $288 million. This was driven both by market expansion for EpiPen, as well as price. Our market share remains stable at about 90%, and we continue to expect double-digit growth for the rest of 2014 for the market and for EpiPen, which remains on track to become this year our first billion-dollar product. We continue to pursue initiatives that drive education and promote access to EpiPen. For example, all 50 states now allows students to carry their Auto-Injectors to school, and 45 states have passed laws or regulations that allow or mandate schools to stock undesignated pens. We also continue to invest in our very important organic growth drivers, which are key components to delivering on our target of at least $6 in 2018. Rajiv will update you on some of these shortly. Additionally, the Abbott transaction not only complements our existing strategy by hitting on many of our key drivers, but it also positions us to potentially accelerate achieving our $6 target. Abbott builds on our strong momentum, expands and diversifies our business in our top 10 markets outside of the U.S. and clearly positions Mylan for our next phase of growth. The anticipated and financial flexibility created by this transaction immediately positions us to execute on highly strategic and financially accretive transactions in the near term. With that said, given the tendency of the Abbott transaction and management's current activities around additional strategic opportunities, we will be postponing our Investor Day until a later date. As for our outlook for the rest of 2014, we are narrowing our guidance range for revenue to $7.8 billion to $8 billion and for adjusted diluted EPS to $3.25 to $3.45 per share. This reflects the delays we have been experienced as FDA implements FDASIA. Given where we are in the year, we will not fully realize the annualized impact of key product launches in 2014 that we still are anticipating by year end. We now expect to fully realize the benefits from these products in 2015. This guidance also reflects launching Copaxone by the end of the year. However, even without the launch of Copaxone in the fourth quarter, we would still expect to be within our guidance range for the year. With that said, I'll now turn the call over to Rajiv to update you on our growth drivers.
Rajiv Malik:
Thank you, Heather. And good morning, everyone. I would like to provide an update on a few of our key growth drivers. I'll start with our generic Advair program. At our Investor Day last year, we provided a detailed overview of our progress on this subject, especially as it relates to our manufacturing capability. Since then, here's what we have accomplished
John D. Sheehan:
Thanks, Rajiv. Today, I'm going to be referring to financial metrics that have been prepared on an adjusted basis. These are non-GAAP financial measures, and I refer you back to Kris's comments at the beginning of today's call regarding our use of adjusted measures. I'd like to begin today by walking you through our second quarter financial results, which, as Heather indicated, is in line with our expectations from the beginning of the quarter and as stated at the time when we announced the date of this call. These results represented yet another strong quarter for our company with contributions from all regions. Our Q2 results were achieved as a result of a strong performance at our Specialty segment, where revenues increased by over 20% in the current quarter and by our continued double-digit constant-currency revenue growth in our Rest of World region, driven by our Indian operations. In addition, our North American Generic business continues to generate solid results despite continued delays in key product approvals in the United States. Starting at the top of our income statement. Total revenues for the quarter were $1.8 billion, an increase of approximately 8% when compared to revenues of $1.7 billion in the prior year. Our revenue growth in the second quarter was the result of a 22% increase in our Specialty segment, driven by the strength of EpiPen. For the 6 months of 2014, total revenues increased to approximately $3.6 billion as compared to $3.3 billion in the first 6 months of 2013, an increase of 8% on a constant-currency basis. The Generic and Specialty segments contributed equally to the revenue growth in the year-to-date period, and we now expect our total revenues for 2014 will be in the range of $7.8 billion to $8 billion. Looking at our operating profitability measures. Adjusted gross margin for the second quarter of 2014 was a very strong 50%, up over 100 basis points from the same prior year period despite the lack of significant new product launches in North America. Our strong margins are the result of growth in our EpiPen Auto-Injector, combined with the benefits and efficiencies of our vertically integrated operating platform. For the 6 months ended June 30, adjusted gross margins remained relatively constant at approximately 50% when compared to the prior year. Adjusted operating income was $410 million for the second quarter, down slightly from the prior year, primarily as a result of investments we've made in R&D and support infrastructure during the second quarter. Adjusted operating income for the 6 months ended June 30 increased to $806 million as compared to $797 million in the prior year. R&D expense on an adjusted basis was $139 million for the second quarter or approximately 8% of total revenues and near the upper end of our guidance range. As I indicated during our first quarter earnings call, we expected R&D spending to increase throughout the year as we continue to invest in our biologics and respiratory programs. For the 6-month period, adjusted R&D expense was $256 million or approximately 7% of revenues, and our guidance range for adjusted R&D expense for the full year remains between 7% and 8% of total revenues. At the same time, SG&A, also on an adjusted basis, was $374 million for the second quarter and $727 million for the 6-month period. While adjusted SG&A for both the quarter and year-to-date period were at the upper end of our guidance range of 18% to 20% of total revenues, we do expect to be within the range for the full year. The growth in SG&A and R&D demonstrated our continued investment in important drivers of our business, including our direct-to-consumer advertising related to EpiPen and the anticipated new product launches within North America, including the planned launches of Copaxone and Celebrex. Adjusted EBITDA for the 3 months ended June 30 was $488 million, an increase of 6% when compared to the prior year. Adjusted EBITDA for the 6 months ended June 30 was $948 million, a slight increase when compared to the prior year. And we continue to forecast adjusted EBITDA to be between $2.2 billion and $2.4 billion for the full year. Adjusted interest expense for the second quarter was $64 million and $128 million for the 6-month period. Adjusted interest expense was essentially flat when compared to the prior year quarter and year-to-date period, despite approximately $1.9 billion of additional borrowings in 2014 as compared to 2013. We continue to benefit from low short-term interest rates, which has offset the increase in interest expense from higher long-term debt. As of June 30, 2014, the average rate on all of our outstanding borrowings was slightly below 4%. Second quarter adjusted net income was $273 million or $0.69 per share, a slight increase from our Q2 2013 adjusted diluted EPS of $0.68 per share and in line with our expectations. For the 6-month period, adjusted net income was $534 million or $1.34 per share. As Heather indicated earlier, we've narrowed our EPS guidance range for the year to $3.25 to $3.45 per share, with a midpoint of $3.35 per share. This guidance range includes Q4 launches of Copaxone and Celebrex. Our assumptions for Copaxone take into account the patient conversion to Teva's new formulation and assumes an additional generic competitor in the market at market formation. In terms of the quarters, we expect Q3 EPS to be between $0.90 and $0.95 per share. This implies Q4 EPS of over $1 per share, which is driven by seasonally strong results in certain markets, as well as the launch of Copaxone. Furthermore, even without the launch of Copaxone in the fourth quarter, we would still expect to be within our guidance range for the year. Turning to our cash flow and liquidity metrics. Year-to-date cash flow from operations on an adjusted basis was $559 million, which is up 98% from our 2013 comparative amount of $283 million, leaving us with unrestricted cash and cash equivalents at June 30 totaling $194 million. We're still forecasting our full year 2014 adjusted operating cash flow to be within our guidance range of $1.2 billion to $1.4 billion. Capital spending for the 6 months ended June 30 was $153 million as we continue to invest in our strategic growth drivers, and we expect full year capital expenditures to be within a range of $350 million to $400 million. At the end of the quarter, our gross debt to EBITDA leverage ratio is approximately 3.3:1. We continue to have ample borrowing capacity and financial flexibility and remain committed to our 3:1 long-term target for gross leverage, which represents an investment-grade credit profile. Further, as Heather stated earlier, we continue to be active in the M&A space and remain committed to our stated M&A parameters that any transaction would be accretive to earnings and maintain our long-term gross leverage targets. As you are aware, our financial flexibility will be significantly enhanced through the proposed Abbott transaction, which opens up even more opportunities to create additional value for our shareholders. To summarize, our second quarter was strong and provides yet another example of our ability to effectively and efficiently manage our business while producing solid results for our shareholders. That concludes my remarks, and I'll turn the call back over to the operator for Q&A. Operator?
Operator:
[Operator Instructions] And the first question is from Jami Rubin with Goldman Sachs.
Jami Rubin - Goldman Sachs Group Inc., Research Division:
Not easy to limit myself to 2 questions, but I will try. First, John and Heather, so you're postponing your Analyst Meeting that was scheduled for September, even though that meeting was scheduled just a couple of weeks before you announced the Abbott deal. I'm wondering if you can provide a little bit more color as to why is it, all the noise around tax inversions that is -- is that a reason? And it also seems that you're hinting at other strategic activities. And John, if you could just talk to how you're able to get another deal done before the Abbott deal, which doesn't close until the first quarter of next year? And then the second question is for Rajiv on Copaxone, what are the gating items on Copaxone approval, generic Copaxone approval? Since it sounds like you're very close.
Heather Bresch:
Well, the good news is you figured out how to get 6 questions down to 2. But anyway, I will kind of kick it off here, Jami. First, I guess what I'd say is taking kind of everything into consideration and wanting to come with a full picture of what now the Abbott-Mylan combination will make, we just felt that it would be the best interest to be able to come with that full picture. And in the meantime, we absolutely are busy looking at everything, I think. We've teed that up when we announced the Abbott transaction that we believed that it would be a great -- not only a great strategic transaction, but also financial in the sense that it really sets us up to have extreme and significant cash flow and financial flexibility to immediately to be able to strike and to do other transactions. So I think that just with everything taken into consideration, we thought that the best way to come in front of you guys and give that full picture, how 1 plus 1 equals 4, would be at a later date. And I think that as far as everything else goes, the noise around inversions and everything else, Jami, I guess, the only thing I'd say is there's tremendous speculation. And really, at this point in time, that's all it is. And we are continuing to move forward. We feel solid about our transaction and look forward to laying it all out there for you guys.
Rajiv Malik:
And, Jami, on Copaxone, I think nothing is due -- as we just mentioned, nothing is due from the science perspective from us now. We have provided every scientific evidence, including detailed analytics, biological testing and the last, the gene expression study to FDA. FDA had taken its time to review it. Any day, we are expecting to hear from FDA about -- if there is any other open issue. But I mean, we remain very confident that we have addressed every aspect of the science. And now, in fact, it's -- from our point of view, these are few administrative hurdles, which they need to go through just because it's the first generic ANDA.
John D. Sheehan:
And I would just close, as Heather indicated, in her comments about looking at everything that -- within that there is nothing that would preclude us from being able to do certain transactions here in the near term.
Operator:
The next questioner is Douglas Tsao with Barclays.
Douglas D. Tsao - Barclays Capital, Research Division:
So to start with, in terms of the Generics business on products. It was noticeable to me that we didn't get commentary on Lidoderm. And I was just wondering if you could provide an update on the status of your application there and your sort of confidence in terms of getting an approval by year end. Or is that something that you're now thinking is going to happen next year? And then, John, just curious in terms of the guidance, I noticed that you obviously take down the revenue range, as well as the EPS range. But the adjusted EBITDA range seemed to stay the same. So if you could just sort of walk through some of the moving parts that sort of are driving that dynamic.
Heather Bresch:
Okay. So I'll start off with Lidoderm. I'll tell you, Doug, we absolutely have every bit of confidence in our Lidoderm application. And I guess, I don't want to sound like a broken record and maybe that's why I didn't call it out. There's absolutely no science issue. There's no issue with our patch. It is truly administrative. I think as we continue to work with FDA, they're struggling in some regard to prioritize and continue to prioritize the most meaningful ANDAs. And obviously, as Rajiv said, Copaxone isn't at the top of their list. We very much hope we have it this year. I mean, I -- and to your point, we have several key launches, key products that we're still anticipating this year. So I would say that we've taken all that into consideration and probability weighted all of these ones that we're still anticipating to get. And like I pointed out, the good news is, they're going to come. And while we may not get the full benefit this year of what they're going to contribute to our business, we certainly will get that full benefit next year.
John D. Sheehan:
And just with respect to EBITDA, Doug, what I would say to you is, is that when you look at narrowing of the range that -- our guidance range that we provided here this quarter, that the narrowing was a $0.05, $0.06 differential. And when we looked at the other moving parts associated with EBITDA and where EBITDA was both initially and now in the range, we believe that we'll stay within the range for EBITDA and, therefore, didn't need to make an adjustment to that guidance.
Operator:
The next questioner is Greg Gilbert with Deutsche Bank.
Gregory B. Gilbert - Deutsche Bank AG, Research Division:
I have 2 for you, Heather. The press release talks about highly strategic and financially accretive transactions in the near term. So would you like to set the bar for us on the likelihood of a deal or deals before Abbott closes? Or offer any other color to straighten people out on what that specifically means? And my second question on inversions, of course, is just what is your personal view on whether the Treasury Department can and will do something soon to materially affect inversions? Or is it just noise and speculation as you suggest?
Heather Bresch:
Sure. So, Greg, I'll say this, we absolutely are busy looking at strategic and financially accretive transactions. I'm not going to give a time frame. I think that we're active. And I think as John and I both noted, there's nothing precluding us from announcing or closing a deal prior to the Abbott closing. But with that being said, we don't have a gun to our head. Again, we're able to really look. There's a lot of opportunities out there, and we are looking at everything. And I think that depending on timing and depending on all the different moving pieces and parts, if we can strike sooner rather than later, I can assure you that, that's what our interests are. As far as inversions, I guess, here's my two cents worth on it. I think there is a lot of noise, in the sense that the facts have really been sheltered. I know I've joked before, "Don't let the facts get into the way of a good story or a good campaign." And I truly believe there's such an uneducated dialogue going on around inversions right now that is going to be very, I believe, difficult for an Executive Order at the Treasury Department to do something that doesn't just truly jeopardize foreign entities, including the companies who have inverted and just companies that are foreign that do a significant amount of business in the United States, which contributes to huge jobs. There's treaty aspects. So I think as much as the Senate may want to vote on something to take it back into the field and be able to say to their constituencies they're trying to do something, I just continue to think the odds of anything getting done and looking at one little snapshot of our tax code, which needs significantly reformed, is unlikely.
Operator:
Your next question is from Marc Goodman with UBS.
Marc Harold Goodman - UBS Investment Bank, Research Division:
Heather, can you give us a little more color on kind of what's going on in Europe, in France and in Asia, and specifically Agila, which is still a relatively new acquisition and how that's been performing? And then second question is just on EpiPen. I thought it was just a really big quarter. And I know we usually get a big seasonal quarter in the third quarter. So I was just curious, was there any strange inventory build this quarter that might have taken away from what we should normally expect as the big third quarter? Or is this really just underlying demand?
Heather Bresch:
Sure. So as I mentioned in my remarks, we stay very encouraged. We've continued to see year-over-year growth throughout Europe, especially our largest markets, France, Italy. And obviously, the Abbott transaction just allows us to build even more critical mass around the physician channel and the opportunity for us to now leverage that business between the pharmacy channel and physician channel in those markets throughout Europe. So we're extremely excited, not only about what are now core business and the stability around our core business. But now what we're going to be able to add to it, I think, is going to be significant and truly allow us to get the 1 plus 1 equals 4 out of Europe. As far as Agila goes, it's right in line with what our expectations have been around Agila. We're continuing to be able to get significant product approvals and launches. And like I said, the Agila business is really hitting on all cylinders, and everything remains on track from an operational perspective, as well as a commercial prospect. As far -- in Asia, as I mentioned, our ARV business continues to drive that double-digit growth, as well as Japan. Japan has -- our partnership with Pfizer continues to be -- really exceed our expectations. We've seen double-digit growth in Japan. So that's really driving -- like I said, those 2 are really driving that double-digit growth. As far as EpiPen goes, there, we do not see any inventory build or any issues. We do see significant demand. It's continued to -- third quarter has continued to not disappoint. As far as the market expansion and the demand for this product, I think that our direct-to-consumer advertising has continued to drive great demand, as well as all of our legislative efforts knocking down the barriers to have access to this important drug. So I think all in all, everything -- we couldn't be more excited about the continued opportunity we have around EpiPen.
Operator:
Our next question is from Chris Schott with JPMorgan.
Christopher T. Schott - JP Morgan Chase & Co, Research Division:
Just a follow-up on some of the earlier business development comments. Can you just talk about the tax rate implications if you were to acquire let's say another x U.S. branded business prior to the Abbott close? I guess, can you leverage in that situation your new tax structure? And then just a bigger-picture question. One of the little pushbacks we've been hearing from investors post the Abbott deal is this kind of trade-off between earnings accretion and organic growth as you maybe look at additional established product divisions. How do you think about that balance when you consider maybe some of the assets that have been talked about in the market that might be lower growth, but have very strong financial returns as compared to maybe higher multiple, higher growth assets that could support higher growth for the overall business and multiple expansion? Just how are you debating those options as you look at assets out there?
Heather Bresch:
Chris, I think that's what we try to stress. And I think, obviously, just to your point, what Abbott really sets us up for is, one, what we're able to do with this business and combining it with our existing business and infrastructure with our operational excellence and being able to really do more with that asset than it was in its current setting. And I think that in addition, obviously, it gives us significant financial flexibility to tee up some of these other transactions that we've been talking about. I think that there is a balance as we continue to look at things that will allow us to build that cash flow, and we're certainly looking at things that both have a high growth rate, as well as those that still may build or contribute to this financial flexibility as long as it complements and has strategic rationale. I think what we've been solid behind is that, that comes first and foremost. And the other things, whether inversion, whether synergies, that, that is a byproduct. But at the end of the day, if it's got the right strategic rationale and we believe tees up for our shareholders the greatest return and lets us have the most flexibility is really what our priorities are as we look at these transactions. John, do you want to hit the tax?
John D. Sheehan:
Yes. On the tax side, to the extent that we were to execute on the transaction prior to the close of the Abbott transaction, which, I believe, is the genesis of the question, I do believe that we track proper tax structuring, and we have a very strong tax team here at Mylan that would be able to do so, you would get maximum benefit out of any maximum benefit leverage from any tax structure. So yes, I think there's a lot of opportunity there on the tax side.
Operator:
And our next question is from Randall Stanicky with RBC Capital Markets.
Randall S. Stanicky - RBC Capital Markets, LLC, Research Division:
Just maybe for John, on the guidance. If we look historically, 3Q has been the strongest quarter. But taking into your 3Q -- your third quarter guidance and then looking at the full year range, it implies possibly an up fourth quarter. And that's even in light of, as you said, not needing a generic Copaxone. Can you just help us walk through if there's anything that we're missing or what the bigger contributors to be to 4Q? And then Heather, just a question on EpiPen. You've previously said that you're going to address -- or you would address the EpiPen life cycle management at the upcoming Analyst Day. And in lieu of not holding that or postponing that, can you give us an update on that?
Heather Bresch:
Sure. John, do you want to go first?
John D. Sheehan:
Sure. Randall, I think that the Q4 being stronger than Q3 is the combination of the benefit of Copaxone, as well as other expected product approvals in the fourth quarter, as well as the timing of spending throughout the year. And as I indicated in my comments, we do expect that the revised guidance that we provided for the year would be achieved -- the low end would be achieved, without the approval of Copaxone. So it's the combination of Copaxone, new product approvals and timing of spending.
Heather Bresch:
And as far as EpiPen goes, so Randall, here's what I'll say because I am looking forward to getting in front of you guys with some of the initiatives that we're working on around EpiPen and really creating -- continuing to enhance access to EpiPen. But I think what I'd first say just to maybe level set or put in context, regardless of what we would do to add to this franchise -- and like I said, there's several different initiatives that would add to the overall franchise strategy -- that we continue to see great brand equity and customer loyalty to the product we have on the market today. And we -- that product will stay on the market today regardless of what else we may bring to the market. So it's not so much -- I know historically, we certainly are all aware of a lot of the brand tactics, with switching and swapping out products. That would not be the strategy around EpiPen because just I think it's a very unique product that has significant, like I said, not only brand equity but customer loyalty to the current drug device that we have. And we just see anything else that we bring just to be additive to the franchise. And like I said, I do look forward to bringing you and sharing those initiatives.
Operator:
And the next question is from Sumant Kulkarni with Bank of America Merrill Lynch.
Sumant S. Kulkarni - BofA Merrill Lynch, Research Division:
The first one is when should we start seeing the potential positive financial impact of the recent generic Paxil CR legal development? And the second is on business development. You had singled out the OTC area as one capability that Mylan would like to have. Would you still answer that question the same way? And for John, quickly, would you be willing to dip below investment grade if you had to budget transaction between announcement going to the closing of the Abbott transaction?
Heather Bresch:
Okay. So first of all, obviously, we're very pleased with our Copaxone judgment and the injunction that was put into place. And I can assure you, we are doing everything to maximize that opportunity, and that's certainly built into the guidance that we've now given you for the rest of '14. And as far as the OTC channel, we do think that's an interesting channel; certainly, in some respects, even outside the U.S. more than inside the U.S. Because I think as you think about how these channels play against each other in Europe or with each other from a physician channel, a pharmacy channel and that OTC and given the independence of the pharmacies throughout Europe, there are opportunities to build that brand presence on both behind the counter and in front of the counter. So -- and as we stated, the Abbott transaction certainly gives us a beginning foothold on OTC. So I think we've got real opportunities to look at some of these brands that we're now acquiring, as well as perhaps add some products that would be very strategic, but allow us to build upon the Mylan equity through now all channels in Europe.
John D. Sheehan:
Yes. And Sumant, I think we, through the -- indicated through the Abbott transaction that our leverage ratio will go down into the 2.3x, 2.4x gross debt to EBITDA, and that opens up substantial financial flexibility to us that we talked about a couple of weeks ago when we announced the Abbott transaction. And therefore, I'd say that we have been consistent that we're committed to our investment-grade credit rating. And I don't see any limitation for our being able to do what we want to do with -- in maintaining that rating.
Operator:
The next question is from Elliot Wilbur with Needham & Company.
Elliot Wilbur - Needham & Company, LLC, Research Division:
First question is for Heather with regard to the EpiPen franchise. Obviously, you're seeing a lot of noise in the market and a lot of shifting regarding formulary positioning. And I guess, despite the fact that EpiPen is a dominant product in the category; and sort of the price leader, it still maintained very strong formulary positioning. And I'm just curious sort of what the trend has been in rebating on the product. Whether that strong formulary position has come increasingly at the cost of higher rebates? And maybe you could just sort of talk about kind of ability to grow the products sort of in excess of the Rx volume growth trends that we're currently seeing in the marketplace? And then just as a second question here and just to confirm, Heather, delays in expected product approval activities are purely a function of FDA time lines that don't have anything to do with recent inspection and observations at any of your facilities.
Heather Bresch:
Okay. Sure, Elliot. So what I'd say, Elliot, around EpiPen, obviously, when you've got a multiple epinephrine product marketplace, it leads to a more competitive positioning both with the pharmacies, as well as payers. I think that given the breadth and scope of our business that we've been able to manage and to obviously remain very competitive in that structure. But with that being said, we're going to do whatever we need to do to really maintain that market leadership, and like I said, and continue to look at ways that we can enhance and add to this franchise. So I think the strong script trends are just indicative of how much runway room is still out there because I think as we continue to educate, like I said, not only customers but truly everything from schools to establishments on how important to have access to EpiPen is, we just continue to see those campaigns very much take hold and very much continue to drive these script trends throughout the United States. So I think, like I said, it's just indicative of how much runway is left and the return on our capital being very high based on the demand that it's creating in the marketplace. And as far as the delays at FDA, I will absolutely tell you that there are no science issues, we don't have any facility issues, that it is absolutely administrative and timing on the FDA part. And we believe that we've got a couple of approvals that are imminent. So I think that while much slower than we would like, I think that we're just going to continue to have a stream of approvals that certainly are going to reflect what we're telling you right now. But there's absolutely no issue on any other front.
Operator:
The next question is from David Buck with Buckingham.
David G. Buck - The Buckingham Research Group Incorporated:
Just for Heather, first on the North American business, you talked about the approval delays. Some of the rationale for that? How much of that has been from the changes in GDUFA with backlog and just the trend of getting more complete response letters as opposed to outright approvals? Secondly, can you talk a little bit about pricing in the North American market, and U.S. specifically? And then finally, if we look at the commentary on inversions, Heather, you refer to it as speculation, but it's essentially one administration, one party. And is there anything that's being done on a lobbying basis from GPhA given that potentially 4 out of the top 4 companies would be foreign-owned and/or inverted? To express your views about potential changes at Treasury or changes with the overall tax law and basically attacking inverted companies?
Heather Bresch:
All right, David. So I'll start with North America. I believe that what we're witnessing at FDA really is almost all can be attributed to FDASIA and the implementation of GDUFA. I think they're going through a massive transformation, and I think we're obviously feeling that -- in the short term, that pain. I think in the longer term, it's the absolutely right thing to do. I think it will continue to level set the -- create a level playing field. I think it will raise the bar, and I think that it will continue to give us a tremendous amount of opportunity given our track record and our ability to have a truly reliable, high-quality supply chain. As far as pricing, look, I think that, that stability in our North American -- that core business is certainly why we're able to deliver the results we have today, which, like I said, despite those product delays, we see growth year-over-year. We've seen North America continue to maximize opportunities, not only with our core business. But as other companies have had problems in the marketplace, we've been able to remain very agile and be able to maximize those opportunities as they come our way. So I think the North America business has never been stronger, and that's why I look forward now to just a contribution when we do get these approvals. As far as the inversion, I think as I stated here earlier this morning, there is a lot of speculation. There's a diverse range of things being discussed. And I think, though, at the end of the day, it's going to be very difficult to take one piece of our tax code and try to be punitive for companies that are foreign-based or have chosen inversion. I think that we've been very clear that, that does not mean we'd stop paying U.S. taxes. We're obviously continuing to pay U.S. taxes, as well as a lot of these foreign companies are paying U.S. taxes and creating U.S. jobs. And I think that when you look at our industry, specifically, over 50% -- almost 50% of the products that are sold here in the United States come from outside of the United States. So as we've said, if we wanted to close our borders and not allow any products in -- which seems very impractical, I think that no one has complained about the $1 trillion that our industry has saved our country over the last decade. I think that, that will be continuous. And I think that for us to step back and try to act like we can just buy American, it's impossible in our industry. And that, being punitive and not allow us to be competitive, I do not believe is in our country's best interest, and I hope that prevails at the end of the day, our country's best interest.
Operator:
The next questioner is Ken Cacciatore with Cowen and Company.
Ken Cacciatore - Cowen and Company, LLC, Research Division:
Heather, just wondering if you can give us as descriptive detail as you can to what you think Mylan will look like in 3 years and what component of Mylan is longer-duration, higher-margin products like an EpiPen?
Heather Bresch:
Sure. So look, Ken, I think as you think about the next 3 years, there couldn't be a more exciting time for Mylan. I think when you look at things like our generic Advair, Copaxone, I think when you look at these complex products that we're continuing to bring to the market -- and then you look at EpiPen, but not just EpiPen, you've heard me refer to this franchise strategy. I think as we look at being -- taking an allergy leadership position, I think as you look at our respiratory, I think what you're going to continue to see Mylan doing is really building out excellence in some of these therapeutic categories that allow us to really start positioning full broad-spectrum patient solutions versus just product specific. So I think that, like I said, there couldn't be a more exciting time, I believe, in the history of our company than what we've teed up, the opportunities, what we've invested in, the organic growth drivers. As well as then to complement everything I just said with the transactions that we're looking at. That will just accelerate, I think, some of these opportunities that we have before us. So I think there's not a better time, and I think that Mylan's going to be well, well positioned for significant growth over these next several years.
Operator:
Your last questioner will be David Risinger with Morgan Stanley.
David Risinger - Morgan Stanley, Research Division:
I have 2 questions, please. First, with respect to generic Advair, you had mentioned last August at your Analyst Meeting that you plan to file the generic Advair application in the first half of '15. I just wanted to find out if that's still the plan. And second, with respect to development of a new EpiPen device ahead of the June 2015 Teva settlement date, just wanted to get an update on that. And then if I can throw in a tidbit. Just, John, I'm hoping that you could comment on the $21 million Other income in the quarter.
Rajiv Malik:
David, on Advair, as we said that every milestone which we have outlined for us, including clinical trial expertise, initiation of clinical trial expertise, but most importantly validation of our production scale manufacturing, everything is on track. But the filing, instead of the second -- first half, it will be in the third quarter of 2015. Not affecting our ability to bring the product in the market in 2016. So yes, there's maybe a month slippage on that or 1.5 months slippage. But everything else, from the science perspective, the dialogue with FDA remains on the track, and it doesn't impact our bring the product in the market to substitute the generic Advair in 2016.
Heather Bresch:
And, David, as far as EpiPen is concerned, as I was mentioning earlier, I would really separate. We're not -- I wouldn't link any new product or product switching or any tactics in front of or parallel to this June date. As you know, I think we've been pretty vocal that one, we believe that's a very high barrier to entry for substitutable products to be with us in June. But notwithstanding that, we, as I said, will continue to build upon the brand equity and the customer loyalty we have about our current drug device, and anything that we do would be additive to that and not necessarily correlated to the June date.
John D. Sheehan:
And I'll close with other income, David. So other income principally represents things like foreign currency transaction, gains and losses, including on derivatives, interest income, equity earnings. And the $21 million represents a little bit higher amount of foreign currency transaction gains and losses this quarter. It looks larger in comparison to the same quarter of the prior year because we actually had about $9 million of losses in the prior year quarter. So I think the comparison is fairly significant. However, I think if you were to look at other income, we do run pretty consistently in the $16 million to $19 million, $20 million range for other income. And so as I said, this quarter may be slightly larger than others, but it's definitely not out of the ordinary. So with that, operator, you can close the call. And to all of our investors and analysts, we appreciate your continued support. Thank you.
Operator:
Ladies and gentlemen, thank you for participating in today's meeting. This does conclude the program, and you may all disconnect. Everyone, have a good day.
Executives:
Kris King - Vice President, Global Investor Relations Heather Bresch - Chief Executive Officer, Director and Member of Science & Technology Committee Rajiv Malik - President, Director and Member of Science & Technology Committee John D. Sheehan - Chief Financial Officer and Executive Vice President
Analysts:
Douglas D. Tsao - Barclays Capital, Research Division Ken Cacciatore - Cowen and Company, LLC, Research Division Jami Rubin - Goldman Sachs Group Inc., Research Division Christopher T. Schott - JP Morgan Chase & Co, Research Division Marc Harold Goodman - UBS Investment Bank, Research Division Sumant S. Kulkarni - BofA Merrill Lynch, Research Division Randall S. Stanicky - RBC Capital Markets, LLC, Research Division David Risinger - Morgan Stanley, Research Division Andrew Finkelstein - Susquehanna Financial Group, LLLP, Research Division David G. Buck - The Buckingham Research Group Incorporated Elliot Wilbur - Needham & Company, LLC, Research Division Liav Abraham - Citigroup Inc, Research Division Timothy Chiang - CRT Capital Group LLC, Research Division Jason M. Gerberry - Leerink Swann LLC, Research Division
Operator:
Good day, ladies and gentlemen, and welcome to the Mylan First Quarter 2014 Financial Results. [Operator Instructions] I would now like to introduce your host for today's program, Kris King. You may begin.
Kris King:
Thank you, Andrew. Good morning, everyone. Welcome to Mylan's First Quarter 2014 Earnings Call. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; and Executive Vice President and Chief Financial Officer, John Sheehan. During today's call, we will be making forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, our ability to identify, affect and integrate complementary or strategic acquisitions of other companies, products or assets; our expected or targeted future financial and operating performance, results, metrics and plans, and expectations related thereto; the ability to obtain regulatory approvals and planned launches of and anticipated exclusivity periods for new products. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, the impact of competition; situations where we manufacture, market, and/or sell products, notwithstanding unresolved allegations of patent infringement; any regulatory, legal or other impediments to our ability to bring new products to market; and those set forth under forward-looking statements in today's earnings release; and the risk factors set forth in our Form 10-K for the period ended December 31, 2013. We undertake no obligation to update our forward-looking statements, whether as a result of new information, future events or otherwise. Today's call should be listened to and considered in its entirety and understood this speaks only as of today's date. In addition, we will be referring to certain actual and projected financial metrics of Mylan on an adjusted basis, which are non-GAAP financial measures. These non-GAAP measures are presented in order to supplement your understanding and assessment of our financial performance. Please refer to today's earnings release, which is available on our website, as well as the SEC website, as it contains detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure. Before I turn the call over to Heather, let me also remind you that the material in the call, with the exception of the participant questions, is the property of Mylan and cannot be recorded or rebroadcast without Mylan's expressed written permission. An archived copy of today's call will be available on our website later today and will remain available for a reasonable amount of time. With that, I'll now turn the call over to Heather.
Heather Bresch:
Thanks, Kris, and good morning, everyone, and thank you for joining us. Mylan's performance during the first quarter marked a great start to the year. On the top line, we delivered revenues of $1.72 billion, a year-over-year increase of 7% on a constant currency basis. On the bottom line, we delivered $0.66 per adjusted diluted share, a year-over-year increase of 6% slightly exceeding our expectations. We delivered this strong performance, despite ongoing regulatory delays, once again leveraging our current assets and strong demand for our products around the globe. Mylan's ability to consistently deliver strong results reflects the unwavering dedication of our employees around the world. And on behalf of the board and our entire management team, I'd like to thank them and congratulate them on a job well done. Now I'd like to walk you through the commercial performance of our businesses. In our Generics segment, we delivered revenues of $1.51 billion, a 10% increase on a constant currency basis compared to the first quarter of 2013. In our North American region, revenues totaled $782 million, up 7% year-over-year. As stated earlier, the strong performance was the result of our ability to continue optimizing our existing assets, thereby offsetting continued regulatory delays at the FDA. With that said, we're extremely pleased with our most recent delayed approval of XULANE, which we launched last month. This complex product is a first-to-market, generic contraceptive transdermal, for which Mylan was the only known filer. In Europe, we delivered $356 million in revenues during the first quarter, a constant currency decline of 2% that was driven largely by a comparatively mild winter season for flu and other seasonal infection. Even so, we continue to see encouraging trends across the region. Our sales growth outpaced market growth in our key European markets. And in addition, we continue to anticipate year-over-year growth in Europe in 2014. In our Rest of World region, revenues totaled $370 million, an increase of nearly 27% on a constant currency basis. This outstanding performance was fueled by India, which serves as both our operational hub and the engine behind our global antiretroviral franchise. During the first quarter, we also launched a critical care franchise in India, our fourth commercial line, as well as Hertraz, our first biologic product. Our business in Japan continued to deliver strong performance during the quarter, which marked the beginning of the second year of our collaboration with Pfizer. In our Specialty segment, first quarter revenues totaled $195 million, an 8% decline versus a year ago. The decrease was predominantly due to a reduction of inventory at the wholesale level. We have regained market share and also expect double-digit growth in 2014, both for the market and for EpiPen and remain on track for it to be -- for it to become our first billion-dollar product. As far as our long-awaited approval of generic naproxen is concerned, we remain in communication with the agency. And at this juncture, we are unaware of any outstanding scientific issues. However, there are continued processes occurring within the FDA that we believe could impact the earliest market formation date of patent expiry of May 24. With that said, we believe that the prudent course is to not include it in our second quarter guidance, and we continue to look forward to being able to launch this very important first generic product for multiple sclerosis patients at market formation. We are reaffirming our full year guidance ranges, including adjusted diluted EPS in the range of $3.25 to $3.60. As we stated before, this is irrespective of any one approval. With respect to M&A, as we have stated in the past, we continue to be very active in exploring a number of potential transactions. And we remain confident that we will be in a position to execute on a substantial one by year end. With that, I look forward to answering your questions and to seeing you during our upcoming Investor Day this summer. I'll now turn the call over to Rajiv.
Rajiv Malik:
Thank you, Heather, and good morning, everyone. As Heather said, we have had a great start to the year, and we expect that momentum to continue and increase throughout the rest of 2014. This morning, I would like to provide all of you with an update on where we stand with several key products and our strategic growth drivers. As you know well, we are waiting on several important approvals that are in the pipeline at the FDA. We are directly and actively engaged with FDA on a regular basis to ensure we receive copies of [ph] approvals as soon as possible. While Heather has already updated you on generic naproxen, we've continued to expect approvals for several other key launches, including our generic version of Lidoderm, Vivelle-Dot and XELODA. As I've stated previously, we believe it's simply a matter of timing. Also, as Heather mentioned, we had a successful approval and launch of XULANE, the first generic version of contraceptive ORTHO EVRA transdermal patch. Related to our respiratory platform, we were pleased to announce our global licensing agreement with Prosonix as it represents another development milestone for this franchise. We look forward to a successful collaboration with Prosonix in coming years as we bring to market generic version of Flixotide and Flovent around the world for the treatment of asthma. Our development program for generic Advair continues to progress as expected, and we will provide you with an update on our core respiratory franchise at our upcoming Investor Day this summer. On our injectables platform, I'm very pleased to report that since we last spoke, we have received 3 more close-out reports from the FDA pertaining to our Agila India sites. This leaves us with only one open FDA inspection at the Agila India site. And we continue to make good progress here. I'm very proud of the team that has been working to resolve these specific issues. And I would like to thank each and every one of them for their diligent work and passionate dedication. Outside of the remediation activity, we remain on track to launch 127 injectable products globally this year. Also, in India, Hertraz continues to do very well and continues to meet our expectations as projected. Hertraz, as you will recall, is Mylan's first generic quality [ph] product, as well as India's first generic automated trastuzumab. And with that, I look forward to answering your questions. And I will hand the call to John, who will provide you with the details on our financials. John?
John D. Sheehan:
Thank you, Rajiv, and good morning, everyone. Today, I'm going to be referring to financial metrics that have been prepared on an adjusted basis. These are non-GAAP financial measures. I refer you back to Kris' comments at the beginning of today's call regarding our use of adjusted measures. I'd like to begin today by walking you through our first quarter financial results, which, as Heather indicated, was a great start to what we believe will be another strong year for our company. I'll also provide an update on our capital structure and our liquidity position. Our Q1 results were slightly above our expectations. The growth in adjusted diluted EPS was achieved through constant currency revenue growth of over 40% by our Indian operations, specifically within our antiretrovirals business, and strong result at our North American Generics business even despite of the delays in product approvals in the United States. Total revenues for the quarter were $1.7 billion, an increase of approximately 5% when compared to the first quarter revenues of $1.6 billion in the prior year or approximately 7% on a constant currency basis. We continue to expect that our total revenues for 2014 will be within our previously disclosed guidance range of $7.8 billion to $8.2 billion. Looking at our operating profitability measures. Adjusted gross margin for the first quarter of 2014 was a very strong 50%, up over 100 basis points from the same prior year period. Our strong margins are primarily the result of an improved mix within our diverse product portfolio of our North American Generics business. Additionally, our margins continue to benefit from the efficiencies of our vertically integrated platform. We continue to expect our full year 2014 gross margins will be between 51% and 53%, with Q2 being very similar to Q1's margins, before increasing in the second half of 2014. Adjusted operating income was $396 million for the first quarter of 2014, up slightly from the prior year, primarily a result of the improvements in gross margin. R&D expense on an adjusted basis was $117 million or approximately 7% of total revenues. Our guidance range for R&D expense for the full year is between 7% and 8% of total revenues. The timing of certain R&D spending principally amounts related to our biologics and respiratory platform is expected to occur in later periods of the current year, with no impact on the timing of the programs themselves. And we continue to expect that the full year spend will be within our guidance range and that the spending in the second quarter will be at the upper end of our guidance range. At the same time, SG&A, also on an adjusted basis, was $352 million or approximately 20.5% of total revenues, slightly above our full year guidance range of 18% to 20%. However, on a sequential basis, SG&A expense was flat when compared to Q4 of 2013, and we continue to expect to be within the guidance range for our SG&A for the full year. Adjusted EBITDA for the 3 months ended March 31, 2014, was $460 million, an increase of 4% when compared to the prior year and remains forecasted to be between $2.2 billion and $2.4 billion for the full year. Adjusted interest expense for the first quarter of 2014 was $63 million, essentially flat when compared to the prior year. We continue to benefit from low short-term interest rates, which have offset the increase in interest expense from higher long-term debt. As of March 31, 2014, the average rate on all of our outstanding borrowings was slightly below 4%. First quarter adjusted net income was $260 million or $0.66 per share, a 6% increase from our Q1 2013 adjusted diluted EPS of $0.62 per share and slightly above our expectations. Our guidance range for adjusted diluted EPS for 2014 remains at $3.25 to $3.60 per share, irrespective of any one product approval. Turning to our cash flow and liquidity metrics. Cash flow from operations on an adjusted basis was $286 million. Our debt cash flow from operations for the current quarter was approximately $268 million, leaving us with unrestricted cash and cash equivalents totaling $243 million. The first quarter is historically the heaviest in terms of the usage of cash as a result of this timing of certain payments, including taxes, interest and incentive compensation. And we are still forecasting our full year 2014 adjusted operating cash flow to be within our guidance range of $1.2 billion to $1.4 billion. First quarter capital spending was $72 million, as we continue to invest in our business. And we expect full year capital expenditures to be within our guidance range of $350 million to $450 million. At the end of the quarter, our gross-to-EBITDA leverage ratio is approximately 3.4:1. We continue to have ample borrowing capacity and financial flexibility and remain committed to our 3:1 long-term gross leverage ratio target, which represents an investment-grade credit profile. Further, we remain committed to our stated M&A parameters that any transaction would be accretive to earnings and maintain our long-term low gross leverage target. To summarize, our first quarter provided a strong start to 2014 and provides yet another example of our ability to manage our business through a variety of industry and market headwinds, while producing top and bottom line growth for our shareholders. With respect to the second quarter of 2014, we expect adjusted diluted EPS in the range of $0.67 to $0.70 per share, excluding Copaxone. I would like to again emphasize our commitment to our full year guidance ranges. We are confident in our targets for 2014, and we look forward to updating you on our long-term outlook at our Investor Day this summer. That concludes my remarks. And I'll turn the call over to the operator for Q&A. Operator?
Operator:
[Operator Instructions] And our first question comes from the line of Douglas Tsao from Barclays.
Douglas D. Tsao - Barclays Capital, Research Division:
So to start off with, I think the obvious one that is in a lot of people's minds is sort of an update in terms of capital deployment. Obviously, we've seen Meda has publicly acknowledged that you have approached them. Perhaps, provide an -- and Meda has also indicated that they have sort of stopped the talks. Just provide an update, first, on whether you are continuing to try to engage Meda in terms of a potential acquisition or merger, as well as what interests you about that particular business, sort of from a profile standpoint? And do you see another array of opportunities of like businesses that you could pursue?
Heather Bresch:
Okay, Doug, thanks. Look, I'm not going to discuss any particular transaction. But what I will say is, we have been extremely active. And as we've said before, it's certainly not driven on inversion or synergy, that those may be a by-product, but very much driven on complementary, strategic assets to our current platform. And certainly, when you look at assets like a Meda, you can understand from a European -- extending our commercial reach, the portfolio. So I will tell you that there is -- that's just one of many that are out there that we believe would be very complementary to our platform. And I will tell you, we're very busy looking at all of them.
Douglas D. Tsao - Barclays Capital, Research Division:
Okay, great. And then, Heather, as a follow-up question on Copaxone. You made a reference to events at the FDA that could potentially delay market formation for generics. If you could just provide a little bit more clarity as to what you mean by those kinds of events? Is this from a legal standpoint, given the ongoing review at the Supreme Court? Or is it just sort of other technical hurdles that the agency is obviously trying to deal with?
Heather Bresch:
Yes, thank you. We see no legal hurdles. This is totally regulatory and administrative. I think that what we've been seeing with the agency is a delay. I mean, our ORTHO EVRA is a prime example of an important first generic that was delayed a bit. So we just wanted to point out that we see these processes. I can tell you that we are working diligently to hold -- to make the May 24 date happen. But I certainly want to clarify, there's been no event or anything. We -- as I mentioned in my remarks, we -- there's no -- unaware of any scientific issues. This is procedural and that we're looking very forward to bringing this important product to the market at market formation.
Operator:
[Operator Instructions] Our next question comes from the line of Ken Cacciatore from Cowen & Company.
Ken Cacciatore - Cowen and Company, LLC, Research Division:
Heather, just going back to the first question on Meda. Just trying to understand, we are watching the public back and forth. So is this just Swedish disclosure laws and we're still working with Meda? Or is this something that we should assume has been concluded?
Heather Bresch:
No. Look, I mean, I think hopefully you can appreciate there's a lot of sensitivity around any transaction. And so, certainly, we would be giving updates as we see appropriate. I just -- like I said, we'll reiterate that we are actively looking at several different assets.
Ken Cacciatore - Cowen and Company, LLC, Research Division:
Okay. And can you just maybe discuss -- should we think along the same size as Meda or would you be willing to go even higher or larger?
Heather Bresch:
Yes. I think we have said that we'll stay within the parameters we've outlined, which allows us to do a fairly significant transaction. And again, and obviously, we've also said we are willing to put our equity to work.
Operator:
Our next question comes from the line of Jami Rubin from Goldman Sachs.
Jami Rubin - Goldman Sachs Group Inc., Research Division:
Just a couple of questions, if I may. If you could again just help clarify Copaxone. And my question really relates to the at-risk launch, just given the whole Supreme Court situation. Heather, clarify for us your views of precisely what the Supreme Court is reviewing. And if you could talk about the exposure you see facing by a potential at-risk launch. Teva told us this morning that you would be facing treble damages, that you would be facing a potential loss of not only Copaxone 20mg but also Copaxone 40mg. So how are you guys thinking about that potential risk? And then just secondarily, on M&A, how just, from a high-level question, how do you balance your desire to get a deal done this year, to stay competitive and relevant in an industry that is rapidly consolidating with not overpaying just to get something over the finish line?
Heather Bresch:
All right. Well, I'll obviously start with Teva. Look, I won't -- I know Teva's call was this morning and I won't try to pretend that I can necessarily connect the dots they tried to put out there. And I would say they have their track record for at-risk launch and so do we. So I would say that as we think about this, what I can tell you is, we're not characterizing the launch. Right now, I'll remind everyone that the ruling that stands is that their patent has been found invalid. And that patent office rejected now for a second time their reissue patent. And again, we continue to look forward to bringing this very important product at market formation. So as I turn now to M&A, because as we've continued to say, we're not about one product and our ranges and our guidance is not predicated on any one product. I would tell you, Jami, we're, like I said, very actively looking at many different assets out there. And I think that when you think about the parameters that we put out there, from a financial perspective, as well as being accretive, I think that you'd see Mylan -- our track record has been to be very diligent and very methodical about our transactions, not just a transaction for transaction's sake. I think that when you look at how we've continued to build the platform and now have the organic opportunities that we have and now with the substantial financial flexibility, both with capital, as well as with equity and the size of transaction we could do, I think that our patience and doing the right transaction has continued to pay off and will pay off for us this year. And I think that we see several different opportunities that we believe -- that's why we say confidently, we believe that we'll be able to execute on something by the end of the year.
Operator:
Our next question comes from the line of Chris Schott from JPMorgan.
Christopher T. Schott - JP Morgan Chase & Co, Research Division:
Just maybe sticking on the business development front. Can you just elaborate a little bit more about how you think about product concentration when you pursue an asset? I guess, do you prefer more diversified businesses? Or when you look at the spectrum of assets on substantial transactions, would you look at a more concentrated product portfolio? My second question is on the same vein. We've had reports the last few days of several major pharma companies reportedly shopping their diversified brands. Are those type of franchises things that could make sense for Mylan or be of interest to Mylan?
Heather Bresch:
Yes. So I would say on product portfolio, it's both. If you look at our Agila transaction, which gave us critical mass around injectable product portfolio and pipeline which, as we've stated, [indiscernible] positions us to become a leader in that category. So when we look at opportunity, it could be both complementary across geographies or concentrated. And I think that, again, this just gets back to our initial strategy, which is to be complementary with assets that build upon the platform that we have today. And as I've stated before, I think that there are still opportunities out there for some product categories that we're not in today. There are therapeutic categories out there, whether it be antibiotics or ophthalmics, things that we still believe that we have runway to add to our portfolio. And yes, we've seen, obviously, several of these established product businesses being discussed and absolutely believe that they would be, again, something that would be very complementary in nature, both from a geography perspective, expansion, as well as product portfolio.
Operator:
Our next question comes from the line of Marc Goodman from UBS.
Marc Harold Goodman - UBS Investment Bank, Research Division:
Two things. So, Heather, just on this M&A. I just want to make sure I understand. In the past, you all have talked about in the brand business being interested in staying in respiratory, staying in allergy, places that you know if you're going to make an acquisition brand. Whereas in generics, obviously, you're very open-minded to adding a lot of different things. That's what you said in the past. I'm just curious, are we changing that now and saying, "We're a little more open to a lot more different areas and brand a lot of other different types of situations." And then the second question is, can you talk about Europe, can you talk about France, Italy? Obviously, big countries that are important. What was going on, what was the market growth? What were you doing as far as share? How is pricing? Just give us a sense of what was going on in the business.
Heather Bresch:
Sure. So I would not say anything's changed from what we said in the past. I would certainly -- referencing these -- the therapeutic categories and product lines across the Generics business. As far as branded goes, we said that there are, again, complementary assets out there in the respiratory, allergy and as well as dermatology. That's an area that we've continued to add. We certainly have a nice critical mass around our generic line and have experience in that. So that, from a branded perspective, is certainly where we've been concentrated. And look, I just -- what I would continue to say is, I think, this is a very opportunistic time in this industry with a lot of different assets being out there and being available. And I think that we're going to be able to do not only something substantial, but something very meaningful to our platform. And I'm sorry, what was your follow-up?
Marc Harold Goodman - UBS Investment Bank, Research Division:
It was on Europe and...
Heather Bresch:
Oh, Europe. So like I said, I continue to be encouraged by the trend that we're seeing. Given the mild winter, the entire pharmaceutical industry, the growth was down in Europe. But in our key markets, France, Italy, we outpaced that growth for Q1. And as I've said, we continue to see Europe delivering growth year-over-year for 2014. I'm continuing to see generic utilization kind of tick up slowly in these countries, especially France, Italy, our largest markets, to your point. So from our perspective, our vertical integration, our supply chain, has really been able to continue to kick in giving us very competitive cost of goods, controlling our own destiny through our own supply chain, as well as being able to continue to see volume growth offsetting some of the competitiveness in some of the countries. So I'm still very positive on Europe and continue to be favorable to the trends we're seeing there.
Operator:
Our next question comes from the line of Sumant Kulkarni from Bank of America Merrill Lynch.
Sumant S. Kulkarni - BofA Merrill Lynch, Research Division:
I have 2 to ask, both of them upfront. First one is on the FDA delays. At what point do you think that could change? And I know your company is very diversified in terms of revenue base. But in the event that a generic Copaxone and a generic Celebrex, Vivelle-Dot and Lidoderm don't come in this year, how safe is the guidance range?
Heather Bresch:
Well, I believe that's a very, very hypothetical that the FDA is not going to approve any products. I think just like I said, that's why I mentioned our ORTHO EVRA important approval that we just received. So far, we're seeing some delays. I certainly don't see the agency as being shut down. And we have continued to work closely, obviously very much on first -- important first market, generic entry. Those are very important dates for the Office of Generic Drugs. That's very important date for the U.S. health care system, as well as patients out there. So I certainly don't concede that no -- none of these products are going to be approved. And I -- as we stated, our range both for our quarter and the year is not dependent on any one approval. So I think that FDA will continue to transform itself administratively. And during this transformation, we are seeing some delays, but I think that -- time will continue to kind of course-correct. And again, I think that this is nothing more than a bit of a timing issue.
Operator:
Our next question comes from the line of Randall Stanicky from RBC Capital Markets.
Randall S. Stanicky - RBC Capital Markets, LLC, Research Division:
Just going back to Copaxone. Is this something that's specific to Mylan? Or do you think it's a -- just a broader generic Copaxone delay, in general? And then, the second question is, as you think about the back half EPS ramp, obviously, it's a little bit more than we've seen in the past. EpiPen is a big swing factor. But can you just call out what else could be contributing to the moving parts in the back half EPS?
Heather Bresch:
So let me first say, we absolutely don't see this specific to Mylan and not even necessarily a delay, Randall. We're trying to be prudent. And as I said, what we've done with our guidance but I will tell you, we're still actively working towards May 24, and regardless, believe that Mylan will certainly be there at market formation. Towards the second half of the year, what I would say are a couple of things. Obviously, our seasonality with EpiPen -- which over the last several years has continued to give Q3 usually one of our largest quarters. And then, on top of that, because of these delays that we've seen in these approvals, we have some approvals that certainly will be pushed out and falling into the second half of the year. So I think that there's some normality to the fact that our second half of the year has been historically larger. And I think this year, it could be even accentuated by the fact that some of these important launches will be happening now in the second half of the year.
Operator:
Our next question comes from the line of David Risinger from Morgan Stanley.
David Risinger - Morgan Stanley, Research Division:
So I guess, my 2 questions are, first, just a follow-up. In light of what you've suggested for the second quarter, it implies a tremendous second half is dependent upon a few launches, is that, right? I mean, have -- or should we just simply assume that the hockey stick will occur because Copaxone and Lidoderm launch in the second half? Or are there other important launches in the second half that we should be thinking about? And then, I'll just ask my second question quickly. If you can just provide the organic Rest of World growth in the quarter, excluding Agila.
Heather Bresch:
Okay. So first, as I've continued to state, it's not -- our second half of the year is not dictated by any one approval. Again, I'd remind you that EpiPen, seasonally, Q3, is our largest quarter for it. So as that product continues to grow, obviously, that continues to be a significant driver in the second half of the year. Additionally, yes, while we have important launches happening in the United States, we also have many, many launches happening throughout the rest of the world. Throughout Europe, we have some big launches in the second half of the year. So again, it's not dictated by any one geography or any one product. We have a lot of moving pieces, a lot of opportunities that we're going to be able to bring to the market throughout the rest of this year. And I'll let John comment but we don't break out our businesses, and Agila's now fully integrated.
John D. Sheehan:
And also that I'm really pleased to be able to tell you, David, that the growth in the Rest of World in the first quarter was not the result of Agila. It was the result of our strong antiretroviral franchise in India. The -- our Agila business is reported in each of our commercial markets around the world as the Agila products are sold in those markets. So the Rest of World is really primarily organic growth.
Operator:
Our next question comes from the line of Andrew Finkelstein from Susquehanna Financial.
Andrew Finkelstein - Susquehanna Financial Group, LLLP, Research Division:
Can you talk at all about -- first of all, in terms of the customer consolidation we're seeing across the industry, you're looking at a lot of different transactions. But what is most important to have for your platform in terms of serving those customers? And then, more specifically, on Copaxone, could you talk at all about your delivery device for your generic, which you proposed an auto-injector that could have benefits for patients?
Heather Bresch:
Okay. Thank you. So as far as the customer consolidation, as we've said before, we see it actually as a real win-win because as we see our customers taking on a more global footprint, we believe that there's very few companies that can supply a true reliable supply of products. And so I would say the most important thing to our customers today is the guaranteed supply, a certainty around that products are going to be there when they need them. And I think Mylan has a very -- a great track record of being able to supply. And again, as we continue to vertically integrate our product portfolio, we're now making or producing 80% of what we're selling. So I think Mylan's control around its global supply chain is certainly, I would say, at the forefront of a customer's concerns and what they're interested in. And we've been able to set up great global arrangements that are able to give certainty around supply. As far as Copaxone and the device, I don't know, Rajiv...
Rajiv Malik:
I'll only add that our delivery device, which is an auto-injector, is not only comparable, but I think more patient-friendly. So I found that the same -- more on that.
Operator:
Our next question comes from the line of David Buck from Buckingham Research.
David G. Buck - The Buckingham Research Group Incorporated:
A couple of quick ones. So for the Specialty business, can you talk about the magnitude of the inventory reductions and what the reason for that was and what you're seeing so far in the second quarter? Second question, just -- can you give an update on what pricing was in Europe and rest of the world and U.S. for generics? And just one big-picture question for Heather. For the second quarter, you've talked about the confidence in executing a transaction. Can you talk a little bit about, I guess, the rationale for talking about interesting deals as opposed to sort of learning at deal close? Because obviously, there's been some disclosure for Meda in terms of what you've been interested, but not a lot from Mylan. So I was just curious on that.
Heather Bresch:
Okay, I'll start with the inventory reduction on Specialty. I -- we really had seen what was really compounded by the fact of the 2 very cold and long winters that actually this one, this most recent one predicated just some different buying patterns from our wholesalers. So we believe that, that is what the -- what we saw happen in Q1. As far as what we're seeing today, I can tell you, I'm very happy with the market growth, double-digit market growth, that we continue to see year-over-year and the market share that we've been able to regain with EpiPen. So again, we remain very bullish on EpiPen, I think, that we've got still tremendous opportunity there for the rest of this year. As well as pricing, John, anything on the stability? We continue to see stability really across our entire generic line on pricing.
John D. Sheehan:
Yes, I mean, the Rest of World pricing has been very stable. And we have not seen any hypercompetitive pricing there at all. So it's a very stable market for us.
Heather Bresch:
And then, lastly on your transaction point. I think is, again, as you know, our personality, we will certainly talk about a transaction when we feel it's warranted or at the appropriate time. And until then, like I said, I'll just reiterate that we are actively working on many different fronts.
Operator:
Our next question comes from the line of Elliot Wilbur with Needham & Company.
Elliot Wilbur - Needham & Company, LLC, Research Division:
Well, might as well stick with the subject of transactions and maybe get John to weigh in on this question as well. I hear a lot of talk about transactions and earnings accretion, but very few companies talk and particularly talk specifics about return on invested capital metrics. And when I look at a transaction like Meda and the numbers being produced by that company and the potential takeout value, it just seems like it's going to be very difficult to generate return on invested capital in excess of double digits. And so I'm just kind of wondering where exactly that metric sort of fits in terms of your acquisition criteria. And if possible, John, if you could sort of give us kind of a range or sort of what you're thinking about in terms of the required rate of return for some of these deals that you're looking at. And as a follow-up for Heather. I mean, we're probably not going to be able to shake the notion of treble damages around the Copaxone launch until something actually occurs. So maybe you could just sort of comment on the fact that you have a favorable decision from the Federal Circuit regarding the merits of the patent versus uncertainty at the Supreme Court level regarding the Federal Circuit's role in deciding that, and how that may sort of bifurcate just potential damages versus treble damages.
John D. Sheehan:
So I'll start, Elliott, on your question regarding return on invested capital and M&A. Number one is that you're aware that return on invested capital is an important internal management metric that we use. Our long-term incentive plan, one of the performance metrics under our long-term incentive plan is ROIC. So that management is incented and is very focused on that metric. When you look at our history, our ROIC actually has been double-digits. And we've generated that ROIC on the back of the acquisitions we've made to date. And I'm comfortable and very confident that with the acquisitions that we're currently looking at that we'll continue that track record and that our return on invested capital will not only be above the weighted average cost of capital of the company, but also double-digit.
Heather Bresch:
And as far as Copaxone. So look, I'll remind again because you're correct, the Federal -- what's the ruling that stands at the moment is that their patent has been found invalid and that the patent office, as I said, now for a second time has rejected their reissue patent. As far as what's before the Supreme Court, I also think there's some confusion there, maybe not by accident. But Teva -- the question that Teva posed before the U.S. Supreme Court was whether a District Court's factual finding in support of its construction of a patent claim term may be reviewed for legal error as the Federal Circuit requires or only for clear factual errors. So it's really just that, that's a question before the U.S. Supreme Court, not the validity or invalidity of their patent. We know the U.S. Supreme Court can do whatever the U.S. Supreme Court wants to do. But again, that's not the question that Teva posed before the court. It's really what's the -- what's the standard that's before the court between the district and the federal court level. And the odds are that if there was a -- if they changed that, that it could get remanded. And I think to now jump from that to saying, if it got remanded, and what does that court case look like, and we're now years down the road, but I think it's way premature to be talking about what that would mean from a court perspective. And as I said, we're not characterizing the launch. So again, we look very forward to bringing this mark -- this product to market at market formation and hope that will be, if not May 24, as close to that as it possibly can be.
Operator:
Our next question comes from the line of Liav Abraham from Citi.
Liav Abraham - Citigroup Inc, Research Division:
A couple of questions, the first one on Copaxone. Synthon indicated last month that it received a complete response letter for its version of generic Copaxone late last year. Can you comment on whether you or Natco received a complete response letter for your generic Copaxone over the past 12 months? And if so, when you responded? And then my second question is on your generic Advair program. Can you just confirm your timelines there and that everything is on track for a potential 2016 launch?
Rajiv Malik:
As Heather has mentioned in our prepared remarks that there are no unanswered scientific questions. So whatever complete response letter we have received last year has been responded well in time. And is behind us.
Heather Bresch:
And we're well ahead Synthon's case.
Rajiv Malik:
Yes. And we're well ahead of Synthon's case.
Heather Bresch:
And generic Advair?
Rajiv Malik:
On generic Advair, we continue to execute on every milestone which we have in front of us and bringing this product to the market as we have shared with you in our Investor Day.
Operator:
Our next question comes from the line of Tim Chiang from CRT Capital.
Timothy Chiang - CRT Capital Group LLC, Research Division:
Heather, I wanted to just clarify that the so-called Copaxone issue -- now assuming you do get approval of the product, is it certain that you're going to launch the product? Let's say, it got approved -- I don't know -- August, September, is that a certainty at this point?
Heather Bresch:
Look, Tim, as you might imagine, we look at everything and take very seriously and, like I said, have obviously a long history of launching products. And at the time of approval, we'll take all those same factors into consideration. But obviously, we have said that we look forward to being there at market formation.
Timothy Chiang - CRT Capital Group LLC, Research Division:
Okay. And maybe just one follow-up on Lidoderm. I mean, have you had an active dialogue with the FDA on your ANDA application?
Heather Bresch:
I can assure you, we are -- if there's another word beyond active that we -- I could underscore our interactions with the agency, so yes. I will tell you that we are having very active conversations on obviously many fronts. We have many important products that are pending approval. Lidoderm being one of them, Vivelle-Dot. So we've got a lot of great opportunities that we believe that we'll continue to bring throughout this year.
Operator:
Our next question comes from the line of Jason Gerberry from Leerink Partners.
Jason M. Gerberry - Leerink Swann LLC, Research Division:
Actually, I have a question regarding, I guess, the inverse of Copaxone. On EpiPen, could you comment at all about just -- Antares disclosed in their last 10-K about an amendment that they'll need to submit on EpiPen ANDA. How that, if any way, would impact your settlement if they were to make meaningful changes to their product? Wondering if they can end up back in litigation with you guys. And then, just secondly, can you just repeat, are you reaffirming your $1 billion sales target for EpiPen this year?
Heather Bresch:
Yes, sure. Yes, as I've said, we're looking forward to EpiPen being our first billion-dollar product this year. And as far as Antares' amendment, our settlement requires them to get their product approved, to come to market. So what I've continued to say is I believe that's a very high barrier to market to get a substitutable product approved. They certainly could have -- they could certainly be going the 505(b)(2) path, which is what every other person who's filed now on -- in this anaphylaxis space has had to do. So whether or not that what Antares' amendment relates to, I can't say. But like I said, I continue to say it's a very high barrier to be a substitutable product.
Kris King:
So thank you, everybody, for your questions. And we look forward to seeing you this summer during our Investor Day. And operator, you can close out the call.
Operator:
Okay. Thank you very much for your participation in today's conference, everyone. You may now disconnect. Everyone, have a great day.