þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and address of the plan, if different from that of the issuer named below: |
B. | Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Financial Statements: |
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Consent of Independent Registered Public Accounting Firm |
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EX-23 |
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December 31, | December 31, | |||||||
2008 | 2007 | |||||||
Assets |
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Investments At fair value |
$ | 285,560 | $ | 9,385,611 | ||||
Receivables |
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Due from broker for securities sold |
9,243,920 | | ||||||
Employer contributions |
980,820 | 950,298 | ||||||
Employee contributions |
21,800 | 32,284 | ||||||
Total receivables |
10,246,540 | 982,582 | ||||||
Net assets available for benefits |
$ | 10,532,100 | $ | 10,368,193 | ||||
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Additions |
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Interest and dividends |
$ | 61,807 | ||
Employee contributions |
548,018 | |||
Employer contributions |
1,354,863 | |||
Total additions |
1,964,688 | |||
Deductions |
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Administrative expenses |
26,912 | |||
Benefits paid to participants |
546,194 | |||
Net depreciation in fair value of investments |
1,227,675 | |||
Total deductions |
1,800,781 | |||
Net increase |
163,907 | |||
Net assets available for benefits |
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Beginning of year |
10,368,193 | |||
End of year |
$ | 10,532,100 | ||
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1. | 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 (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. On January 1, 2009, Merrill Lynch was appointed trustee, recordkeeper and custodian of the Plan (see Note 7). | ||
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. 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. During fiscal year 2008, the Plan offered six mutual funds, one common/collective trust fund and one fixed income fund as investment options for participants. On December 27, 2008, the mutual funds, common/collective trust fund, Mylan common stock and fixed income fund held by the Plan were liquidated and transferred to Merrill Lynch in preparation for the change in the custodian and recordkeeper (see Note 7). The transfer was finalized on January 2, 2009. As these assets were in-transit on December 31, 2008, they are included in the due from broker for securities sold receivable on the Statements of Net Assets Available for Benefits. | ||
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 fiscal 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 the Companys contributions and Plan earnings or losses. Allocations are based on the participant account balances or compensation, as defined by the Plan. The participant is entitled to the vested portion of their account. | ||
Vesting Participants are vested immediately in their contributions and Company matching contributions plus actual earnings. Vesting in the Companys Discretionary Contribution is based on years of continuous service. For any Discretionary Contributions given by the Company for Plan years starting in 2007, a participant is fully vested after six years of credited service. The vesting schedule is as follows: |
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Years of | Vested | |||
Service | Percentage | |||
2 |
20 | % | ||
3 |
40 | |||
4 |
60 | |||
5 |
80 | |||
6 or more |
100 | % |
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 permitted is 15 years for primary residence loans and five 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 bi-weekly payroll deductions. | ||
Payment of Benefits A participant may receive the value of the vested portion of their account as a lump-sum distribution. Benefits are recorded by the Plan when paid. The Plans minimum automatic distribution of a terminated participants account is $1,000. | ||
Forfeitures Company Discretionary Contributions that are not vested upon termination of employment are forfeited and may be used to reduce the Companys contributions for the year in which the forfeiture occurs. For the fiscal year ended December 31, 2008, $29,188 of forfeitures were used to offset employer contributions. For the fiscal year ended December 31, 2007, there were no forfeitures used to offset employer contributions. | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation The 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 Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Sponsor to make estimates and assumptions that could affect the reported amounts of assets and liabilities and changes therein. Actual results could differ from those estimates. | ||
Risks and Uncertainties The Plan utilizes various investment instruments. 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 financial statements. | ||
Investment Valuation and Income Recognition The Plan 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 the end of the fiscal year. 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. Dividends are recorded on the ex-dividend date. The loans to participants are valued at amortized cost, 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 |
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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 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 are not considered expenses of the Plan. | ||
3. | INVESTMENTS | |
On January 1, 2008, the Plan adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS No. 157) for financial assets and liabilities and any other assets and liabilities carried at fair value. This pronouncement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Plans adoption of SFAS No. 157 did not have a material effect on the Plans Financial Statements. | ||
As defined in SFAS No. 157, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, SFAS No. 157 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Participant Loan Fund |
$ | | $ | 285,560 | $ | | $ | 285,560 | ||||||||
Total assets at fair value |
$ | | $ | 285,560 | $ | | $ | 285,560 | ||||||||
| Participant Loan Fund valued at amortized cost, which approximates fair value. |
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2008 | 2007 | |||||||
RVST Income Fund II |
N/A | $ | 4,013,967 | |||||
PIMCO Total Return Fund |
N/A | 1,655,035 | ||||||
Mylan Inc.- Common Stock |
N/A | 832,394 | ||||||
Janus Overseas Fund |
N/A | 561,048 |
Mutual Funds |
$ | 985,115 | ||
Common/Collective Trust Funds |
11,254 | |||
Common Stock Mylan Inc. |
231,306 | |||
Net depreciation in fair value of investments |
$ | 1,227,675 | ||
4. | PLAN TERMINATION | |
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. | ||
5. | TAX STATUS | |
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. | 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, 2008 and 2007, the Plan held an investment of 51,407 and 59,205 shares of Mylan Inc. common stock. The fair value of Mylan Inc.s common stock held by the fund at December 31, 2008 and 2007, was $508,411 and $832,394. For the fiscal year ended December 31, 2008, the Plan had no purchases of Mylan Inc. common stock and sold 7,798 shares of Mylan Inc. common stock with proceeds of $92,174. For the fiscal year ended December 31, 2007, the Plan purchased 53,575 shares of Mylan Inc. common stock at a cost of $927,535 and sold 45,301 shares of the Companys common stock with proceeds of $759,737. On December 27, 2008, the Companys common stock held by the Plan was liquidated and transferred to Merrill Lynch in preparation for the change in the custodian and recordkeeper (see Note 7). The transfer was finalized on January 2, 2009. As these assets were in-transit on December 31, 2008, they are included in the due from broker receivable on the Statements of Net Assets Available for Benefits. | ||
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. | SUBSEQUENT EVENTS |
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On January 1, 2009, Merrill Lynch was appointed trustee, recordkeeper and custodian of the Plan. On December 27, 2008, the mutual funds, common/collective trust fund and fixed income fund held by the Plan were liquidated and transferred to Merrill Lynch in preparation for the change in the custodian and recordkeeper. The transfer was finalized on January 2, 2009. Participant assets were transferred to investment options that are reasonably similar to the investment options that were offered by the prior recordkeeper and that have comparable investment styles, objectives and risk and return characteristics. | ||
Effective January 1, 2009, vesting in the Companys Discretionary Contribution was changed to a three-year cliff vesting schedule. A transitional schedule will be followed for participants hired prior to January 1, 2009, whereby those participants will be 20% vested at two years of continuous service and 100% vested at three years of continuous service. |
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(B) Identity of Issue, | ||||||||
Borrower, Lessor, or | (C) Description of Investment Including Maturity Date, | (E) Current | ||||||
(A) | Similar Party | Rate of Interest, Collateral, Par, or Maturity Value | Value | |||||
* | Participant Loan Fund | Maturity dates from 8/14/2009 through 5/15/2017 and
interest rates ranging from 5.00% to 9.25% |
$ | 285,560 | ||||
Total investments |
$ | 285,560 | ||||||
* | Party-in-interest |
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MYLAN PUERTO RICO PROFIT SHARING EMPLOYEE SAVINGS PLAN |
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/s/ Patricia A. Lang | ||||
Patricia A. Lang, Plan Administrator | ||||
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