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: |
23. | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. |
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FINANCIAL STATEMENTS: |
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EX-23 |
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2007 | 2006 | |||||||
ASSETS: |
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INVESTMENTS, at fair value |
$ | 172,175,900 | $ | 155,060,806 | ||||
RECEIVABLES: |
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Employer contributions |
8,409,685 | 8,643,585 | ||||||
Employee contributions |
359,996 | 481,071 | ||||||
Interest and dividends |
0 | 90,037 | ||||||
Total receivables |
8,769,681 | 9,214,693 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 180,945,581 | $ | 164,275,499 | ||||
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ADDITIONS: |
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Interest and dividends |
$ | 5,375,888 | ||
Employer contributions |
13,127,502 | |||
Employee contributions |
9,258,852 | |||
Net appreciation in fair value of investments |
516,542 | |||
Total additions |
28,278,784 | |||
DEDUCTIONS: |
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Benefits paid to participants |
11,608,702 | |||
Total deductions |
11,608,702 | |||
NET INCREASE |
16,670,082 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
164,275,499 | |||
End of year |
$ | 180,945,581 | ||
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1. | DESCRIPTION OF THE PLAN | |
General The Mylan Profit Sharing 401(k) Plan (the Plan) is a defined contribution plan covering all regular, non-bargaining unit employees of Mylan Inc., formerly known as Mylan Laboratories Inc., (the Company) and any affiliated employer (i.e., any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Internal Revenue Code of 1986, as amended (the Code)) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company pursuant to Regulations under Code Section 414(o)) who meet the eligibility requirements of the Plan. The Plan 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. | ||
Contributions Each year, participants may contribute up to 50% of pre-tax annual compensation into the Plan, limited to the Internal Revenue Service maximum for 2007 of $15,500. Participants who are age 50 or older by the end of the Plan year are eligible to contribute an additional pre-tax catch-up contribution, up to the Internal Revenue Service maximum of $5,000 for 2007. 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 Companys 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 a maximum of 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. The Discretionary Contribution shall be determined separately for each entity in the Companys controlled group participating in the Plan. | ||
Trustee and Recordkeeper All of the Plans assets are held by Wachovia Retirement Services (the Trustee) who also has participant account recordkeeping responsibilities. | ||
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 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 continuous service. The vesting schedule is as follows: |
Years of | Vested | |||
Service | Percentage | |||
2 |
20 | % | ||
3 |
40 | |||
4 |
60 | |||
5 |
80 | |||
6 or more |
100 | % |
For Discretionary Contributions for Plan years prior to 2007, a participant is fully vested after 7 years of continuous service. The vesting schedule is as follows: |
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Years of | Vested | |||
Service | Percentage | |||
3 |
20 | % | ||
4 |
40 | |||
5 |
60 | |||
6 |
80 | |||
7 or more |
100 | % |
Additionally, all participants become fully vested at age 65. | ||
Loans to ParticipantsParticipants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000, or 50% of their 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 Trustee. Principal and interest are paid ratably through payroll deductions. | ||
Payment of Benefits On termination of service due to death, disability or retirement, a participant or beneficiary may elect to receive a lump-sum amount equal to the value of the participants vested interest in his or her account or choose to leave their balance in the account for withdrawal at a later point in time. For termination of service for other reasons, 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, forfeitures totaling $620,000 and $429,000, respectively, were used to off-set current year employer contributions. | ||
2. | 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 |
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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. | ||
3. | INVESTMENTS | |
The following presents investments that represent 5% or more of the Plans net assets available for benefits at December 31: |
2007 | 2006 | |||||||
RVST Income Fund II |
$ | 32,393,141 | $ | 30,763,825 | ||||
Mylan Inc. Common Stock |
21,027,377 | 28,519,507 | ||||||
Janus Overseas Fund |
36,645,544 | 24,745,582 | ||||||
Davis New York Venture Class A Fund |
17,486,879 | 15,094,299 | ||||||
RVST Equity Index Fund II |
14,582,183 | 13,217,823 | ||||||
RS Emerging Growth Fund |
16,091,855 | 12,736,729 | ||||||
PIMCO Total Return Fund |
11,833,061 | 9,964,282 | ||||||
RVS Large Cap Equity (Class R4) |
10,382,837 | 9,923,169 | ||||||
Franklin Mutual Series Fund, Inc. |
10,354,514 | 8,610,520 |
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: |
Mutual Funds |
$ | 5,940,063 | ||
Common/collective trust funds |
2,156,636 | |||
Common Stock Mylan Inc. |
(7,580,157 | ) | ||
Net appreciation in fair value of investments |
$ | 516,542 | ||
4. | PLAN TERMINATION | |
Although it has not expressed any intent to do so, the Company 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 Internal Revenue Service determined and informed the Company by a letter dated April 24, 2008, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since applying for the determination letter. However, the Company and Plan management believe that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC. | ||
6. | RELATED PARTY TRANSACTIONS | |
Certain Plan investments are shares of the Companys common stock. The Company is the plan sponsor and therefore qualifies as a related party. At December 31, 2007 and 2006, the Plan held an investment of 1,494,123 and 1,428,833 shares, respectively, of common stock of the Company. The fair value of the Company common stock held by the fund at December 31, 2007 and 2006 was $21,027,377 and $28,519,507, respectively. For the year ended December 31, 2007, the Plan purchased 704,948 shares of common stock of the Company at a cost of $12,160,981. For the year ended December 31, 2007, the Plan sold 628,626 shares of common stock of the Company with proceeds of $11,678,012 and distributed 11,032 in-kind shares with a market value of $180,381. | ||
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. |
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(A) | (B) | (C) | (E) | |||||||||
Description of Investment including | ||||||||||||
Identity of Issue, Borrower, | maturity date, rate of interest , | Current | ||||||||||
Lessor or Similar Party | collateral, par or maturity value | Value | ||||||||||
* | RVST Funds | Cash and cash equivalents |
$ | 973,639 | ||||||||
* | RVST Funds | RVST Income Fund II |
32,393,141 | |||||||||
* | RVST Funds | RVST Equity Index Fund II |
14,582,183 | |||||||||
PIMCO Funds | PIMCO Total Return Fund |
11,833,061 | ||||||||||
* | RVS Funds | RVS Large Cap Equity (Class R4) |
10,382,837 | |||||||||
Davis Funds | Davis New York Venture Class A Fund |
17,486,879 | ||||||||||
Janus | Janus Overseas Fund |
36,645,544 | ||||||||||
Franklin Templeton Investments | Franklin Mutual Series Fund, Inc. |
10,354,514 | ||||||||||
RS Funds | RS Emerging Growth Fund |
16,091,855 | ||||||||||
* | Mylan Inc. | Common stock |
21,027,377 | |||||||||
* | Participant Loan Fund | Maturity dates from 01/18/2008 to
09/09/2022 and interest rates
ranging from 5.0% to 10.5% |
404,870 | |||||||||
Total investments |
$ | 172,175,900 | ||||||||||
* | Party-in-interest. |
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MYLAN PROFIT SHARING 401(K) PLAN |
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/s/ Karen L. Reuther | ||||
Karen L. Reuther | ||||
June 30, 2008 | Plan Administrator |
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