Mylan Inc. 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended: December 31, 2007
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-9114
A. |
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Full title of the plan and address of the plan, if different from that of the issuer named
below: |
Mylan Puerto Rico Profit Sharing Employee Savings Plan
B. |
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Name of the issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
Mylan Inc.
1500 Corporate Drive, Canonsburg, Pennsylvania 15317
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. In lieu of the requirements of Items 1-3, audited financial statements and schedules have
been prepared in accordance with the requirements of ERISA for the Plans fiscal years ended
December 31, 2007 and 2006.
Exhibits:
23. Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
DECEMBER 31, 2007 AND 2006
TABLE OF CONTENTS
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3 |
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FINANCIAL STATEMENTS: |
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4 |
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5 |
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6-8 |
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SUPPLEMENTAL SCHEDULES AT DECEMBER 31, 2007: |
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11 |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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12 |
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EX-23 |
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974
have been omitted because they are not applicable.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Mylan Puerto Rico Profit Sharing Employee Savings Plan and Participants:
We have audited the accompanying statements of net assets available for benefits of the Mylan
Puerto Rico Profit Sharing Employee Savings Plan (the Plan) as of December 31, 2007 and 2006 and
the related statement of changes in net assets available for benefits for the year ended December
31, 2007. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2007, and 2006, and the changes in net assets
available for benefits for the year ended December 31, 2007 in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2007 and the supplemental schedule of delinquent participant contributions are presented for the
purpose of additional analysis and are not a required part of the basic financial statements, but
are supplementary information required by the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These
schedules are the responsibility of the Plans management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 2007 financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation to the basic 2007
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 27, 2008
3
MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
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2007 |
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2006 |
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ASSETS: |
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INVESTMENTS, at fair value |
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$ |
9,385,611 |
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$ |
8,397,022 |
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RECEIVABLES: |
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Employer contributions |
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950,298 |
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743,478 |
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Employee contributions |
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32,284 |
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14,573 |
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Other |
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0 |
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3,264 |
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Total receivables |
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982,582 |
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761,315 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
10,368,193 |
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$ |
9,158,337 |
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See notes to financial statements.
4
MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR YEAR ENDED DECEMBER 31, 2007
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ADDITIONS: |
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Interest and dividends |
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$ |
135,813 |
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Employee contributions |
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517,778 |
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Employer contributions |
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1,310,793 |
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Net appreciation in fair value of investments |
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44,635 |
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Total additions |
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2,009,019 |
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DEDUCTIONS: |
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Benefits paid to participants |
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799,163 |
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Total deductions |
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799,163 |
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NET INCREASE |
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1,209,856 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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9,158,337 |
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End of year |
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$ |
10,368,193 |
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See notes to financial statements.
5
MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
1. |
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DESCRIPTION OF THE PLAN |
General The Mylan Puerto Rico Profit Sharing Employee Savings Plan (the Plan) was initially a
non-contributory defined contribution plan covering all regular employees of Mylan Inc., a
Delaware corporation, and Mylan Caribe Inc., a Vermont corporation (collectively, the Company).
Participants must be residents of Puerto Rico. On March 29, 2001, the Companys parent
company, also known as Mylan Inc., a Pennsylvania corporation formerly known as Mylan
Laboratories Inc. (the Plan Sponsor), approved a plan to amend and restate the predecessor plan
to, among other things, add a cash or deferred arrangement under Section 1165(e) of the Internal
Revenue Code of Puerto Rico, provide for participant directed accounts and limit all
distributions to the lump-sum form. These changes became effective April 1, 2001. The Plan, as
amended and restated, is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA). The following description
of the Plan provides only general information. For a complete description of the provisions of
the Plan, please refer to the Plan document.
In connection with the foregoing, effective April 1, 2001, the Plan appointed Banco Popular (the
Trustee) as the trustee and Wachovia Retirement Services (the Recordkeeper) as the
recordkeeper. At such time, all assets were reinvested by the Recordkeeper at the direction of
the participants. All of the Plans assets are held by the Trustee.
Contributions Each year, participants may contribute up to 10% of pre-tax annual compensation,
as defined in the Plan, not to exceed $8,000, the maximum deferral amount specified by Puerto
Rico law. Participants may also contribute amounts representing distributions from other
qualified defined benefit or contribution plans. All contributions to the Plan are directed by
the participants to specific assets, specific funds or other investments permitted under the
Plan. The Plan currently offers seven mutual funds as investment options for participants.
Beginning January 2008, the Plan Sponsors common stock, which had been an investment option, was
frozen for any new contributions or transfers from the other existing investment options. The
Company contributes a matching contribution equal to 100% of the participants salary deferral
contribution, up to 4% of the participants annual eligible compensation. In addition, the
Company may contribute, at its sole discretion, an additional amount (Discretionary
Contribution) to the Plan each calendar year, to be allocated among the participants based on a
uniform percentage of each participants annual compensation for that year.
Participant Accounts Each participants account is funded with the participants contribution
and allocations of (a) the Companys contributions, (b) Plan earnings/losses and (c) forfeitures
of terminated participants nonvested account balances. Allocations are based on the participant
account balances or compensation, as defined, as appropriate. The benefit to which a participant
is entitled is the benefit that can be provided from the participants vested account.
Vesting Participants are vested immediately in their contributions and Company matching
contributions plus actual earnings thereon. Vesting in the Companys discretionary contribution
portion of their accounts is based on years of continuous service. For any Discretionary
Contributions for plan years starting with 2007, a participant is fully vested after 6 years of
credited service. The vesting schedule is as follows:
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Years of |
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Vested |
Service |
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Percentage |
2 |
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20 |
% |
3 |
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40 |
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4 |
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60 |
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5 |
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80 |
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6 or more |
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100 |
% |
For Discretionary Contributions for plan years prior to 2007, a participant is fully vested after
7 years of credited service. The vesting schedule is as follows:
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Years of |
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Vested |
Service |
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Percentage |
3 |
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20 |
% |
4 |
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40 |
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5 |
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60 |
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6 |
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80 |
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7 or more |
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100 |
% |
6
Additionally, all participants become fully vested at age 65.
Loans to Participants Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum of $50,000, or 50% of their vested account balance, whichever is lower, subject to
hardship provisions. Loan transactions are treated as transfers between the investment fund and
the loan fund. The maximum term of a loan is 15 years for primary residence loans and 5 years for
other hardship loans. The loans are secured by the balance in the participants account and bear
interest at a rate equal to the prime rate plus 1%, as established or used by the Recordkeeper.
Principal and interest are paid ratably through payroll deductions.
Payment of Benefits A participant may receive the value of the vested interest in his or her
account as a lump-sum distribution. Benefits are recorded by the Plan when paid. The Plan was
amended during the 2005 plan year to change the minimum automatic distribution of a terminated
participants account from $5,000 to $1,000.
Forfeitures Company Discretionary Contributions that are not vested upon termination of
employment are forfeited and may be used to reduce the Companys contribution for the year in
which such forfeiture occurs. For the years ended December 31, 2007 and 2006, $0 and $13,000,
respectively, of forfeitures were used to off-set current year employer contributions.
2. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of PresentationThe financial statements of the Plan have been prepared on the accrual
basis of accounting and in conformity with accounting principles generally accepted in the United
States of America.
Use of EstimatesThe preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the plan administrator to make
estimates and assumptions that could affect the reported amounts of net assets available for
benefits and changes therein. Actual results could differ from those estimates.
Risks and UncertaintiesThe Plan utilizes various investment instruments including mutual funds,
stocks, bonds and notes. Investment securities, in general, are subject to various risks, such as
interest rate, credit, and overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially affect participant
account balances and the amounts reported in the statements of net assets available for benefits
and the statement of changes in net assets available for benefits.
Investment Valuation and Income Recognition The Plans investments are stated at fair value.
Shares of mutual funds and common stock are valued at quoted closing market prices which, for
mutual funds, represent the Net Asset Value (NAV) of shares held by the Plan at year-end. Money
market funds and the common/collective trust funds are stated at fair value, which approximates
cost plus accumulated interest earnings less distributions to date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. The loans to participants
are valued at cost plus accrued interest, which approximates fair value.
Administrative Expenses All mutual funds incur expenses that reduce earnings in the fund and are
reflected in the daily NAV. The amount of these expenses, stated as a percentage of assets, is
called an expense ratio. The NAVs for the mutual funds are listed publicly and the same NAV
applies whether the mutual fund is purchased on the open market or through the Plan. Expense
ratios charged by mutual funds cover costs relating to investing, such as the mutual fund
managers asset management fees and costs related to administration of the fund. Examples of
administrative costs include issuing quarterly statements, operating a service center and having
toll-free numbers available for the participants. Expenses incurred by the mutual funds are
netted against earnings of the respective funds in the accompanying statement of changes in net
assets available for benefits.
Other administrative expenses, including trustee, legal, auditing and other fees, are paid by the
Company and, as such, are not expenses of the Plan.
New Accounting PronouncementsIn September 2006, the FASB issued Statement on Financial
Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements. SFAS No. 157 established
a single authoritative definition of fair value, sets a framework for measuring fair value and
requires additional disclosures about fair value measurement. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 17, 2007. The Company and
Plan management are currently evaluating the impact of adopting SFAS No. 157 on the financial
statements.
7
The following presents investments that represent 5% or more of the Plans net assets available
for benefits at December 31:
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2007 |
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2006 |
RVST Income Fund II |
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$ |
4,013,967 |
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$ |
3,973,021 |
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PIMCO Total Return Fund |
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1,655,035 |
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1,125,625 |
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Mylan Inc.- Common Stock |
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832,394 |
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1,016,566 |
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Janus Overseas Fund |
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561,048 |
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n/a |
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Davis New York Venture Fund Class A |
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n/a |
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459,063 |
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RVS Large Cap Equity Fund (Class R4) |
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n/a |
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456,004 |
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During 2007, the Plans investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value as follows:
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Mutual Funds |
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$ |
179,472 |
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Common/Collective Trust Funds |
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201,370 |
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Common Stock Mylan Inc. |
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(336,207 |
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Net appreciation in fair value of investments |
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$ |
44,635 |
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Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the provisions
of ERISA. In the event of Plan termination, participants will become 100% vested in their
accounts.
The Secretary of the Treasury for the Commonwealth of Puerto Rico has ruled that the Mylan Inc.
Employees Profit Sharing Plan, the predecessor plan, qualified for tax exemption under the
Internal Revenue Code of Puerto Rico (the Puerto Rico Code), as amended, effective April 1,
1989. In April 2003, the Plan obtained its determination letter from Treasury of the Commonwealth
of Puerto Rico stating that the Plan, as then designed, met the requirements of Section 1165(a)
of the Puerto Rico Internal Revenue Code of 1994, as amended and that the trust established
thereunder was entitled to exemption from local income taxes. The Plan has been amended since
receiving the determination letter. However, the Company and Plan management believe that the
Plan is currently designed and operated in compliance with the applicable requirements of the
Puerto Rico Code and that the Plan and related trust continue to be tax-exempt. Therefore, no
provision for income taxes has been included in the Plans financial statements.
6. |
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RELATED-PARTY TRANSACTIONS |
Certain Plan investments are shares of Mylan Inc. common stock. Mylan Inc. is the Plan Sponsor
and therefore qualifies as a related party. At December 31, 2007 and 2006, the Plan held an
investment of 59,205 and 50,931 shares of Mylan Inc. common stock, respectively. The fair value
of the Company common stock held by the fund at December 31, 2007 and 2006, was $832,394 and
$1,016,566, respectively. For the year ended December 31, 2007, the Plan purchased 53,575 shares
of Mylan Inc. common stock at a cost of $927,535. For the year ended December 31, 2007, the Plan
sold 45,301 shares of Mylan Inc. common stock with proceeds of $759,737.
Certain Plan investments consist of investments in funds administered by the Trustee of the Plan,
and therefore, these transactions qualify as exempt party-in-interest transactions.
7. |
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NONEXEMPT PARTY-IN-INTEREST TRANSACTION |
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Mylan Inc. remitted various participant contributions totaling $39,932 to the trustee later than
required by Department of Labor (D.O.L.) Regulation 2510.3-102. The Company will file Form 5330
with the Internal Revenue Service and pay the required excise tax on the transaction. In
addition, participant accounts will be credited with the amount of investment income that would
have been earned had the participant contribution been remitted on a timely basis.
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8
Mylan
Inc. has announced its intent to restructure certain activities which are expected to
include the Puerto Rico operations. As the development of the
restructuring plan is in progress, Mylan is unable
to reasonably estimate the impact of such activities on the Plan.
* * * * * *
9
SUPPLEMENTAL SCHEDULES
10
MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, QUESTION 4a
DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2007
Question 4a Did the employer fail to transmit to the plan any participant contributions within the
time period described in 29 CFR 2510.3-102, was answered yes.
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Identity of Party |
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Relationship to Plan, Employer, |
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Involved |
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or Other Party-in-Interest |
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Description of Transactions |
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Amount |
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Mylan Inc. |
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Employer/Plan Sponsor |
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Participant contributions for employees were not funded within
the time period prescribed by D.O.L. Regulation 2510.3-102 |
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The January 26, 2007 participant contribution was deposited on
March 5, 2007 |
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$ |
13,123 |
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The February 23, 2007 participant contribution was deposited on
March 22, 2007 |
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11,105 |
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The June 15, 2007 participant contribution was deposited on
July 26, 2007 |
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11,942 |
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The June 22, 2007 participant contribution was deposited on
July 26, 2007 |
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3,762 |
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TOTAL |
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$ |
39,932 |
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11
MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
SCHEDULE H, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN 66-0473857, PLAN 001
DECEMBER 31, 2007
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(C) |
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(B) |
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Description of Investment including |
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(E) |
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Identity of Issue, Borrower, |
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maturity date, rate of interest, |
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Current |
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(A) |
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Lessor or Similar Party |
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collateral, par or maturity value |
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Value |
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PIMCO Funds |
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PIMCO Total Return Fund |
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$ |
1,655,035 |
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* |
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RVS Funds |
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RVS Large Cap Equity Fund (Class R4) |
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459,991 |
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Davis Funds |
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Davis New York Venture Fund-Class A |
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455,062 |
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RS Funds |
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RS Emerging Growth Fund |
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361,837 |
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Janus |
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Janus Overseas Fund |
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561,048 |
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Franklin Templeton Investments |
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Mutual Shares Fund (A) |
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239,550 |
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* |
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RVST Funds |
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RVST Income Fund II |
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4,013,967 |
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* |
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RVST Funds |
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RVST Equity Index Fund II |
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455,583 |
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* |
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Banco Popular |
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Cash and cash equivalents |
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29,589 |
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* |
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Mylan Inc. |
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Common Stock |
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832,394 |
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* |
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Participant Loan Fund |
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Maturity dates from 1/4/2008 through 9/9/2017 and interest rates ranging from 5.00% to 9.25% |
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321,555 |
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Total investments |
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$ |
9,385,611 |
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12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
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MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
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/s/ Karen L. Reuther
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Karen L. Reuther |
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Plan Administrator |
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June 30, 2008
13