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 |
1. | In lieu of the requirements of Item 1-3: audited statements and schedules prepared in accordance with the requirements of ERISA for the Plans fiscal years ended December 31, 2006 and 2005. |
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FINANCIAL STATEMENTS: |
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EX-23 |
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2006 | 2005 | |||||||
ASSETS: |
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INVESTMENTS, at fair value |
$ | 8,397,022 | $ | 7,140,130 | ||||
RECEIVABLES: |
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Employer contributions |
743,478 | 519,527 | ||||||
Employee contributions |
14,573 | 14,586 | ||||||
Other |
3,264 | 3,263 | ||||||
Total receivables |
761,315 | 537,376 | ||||||
TOTAL ASSETS |
9,158,337 | 7,677,506 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 9,158,337 | $ | 7,677,506 | ||||
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ADDITIONS: |
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Interest & Dividends |
$ | 100,844 | ||
Employee contributions |
259,215 | |||
Employer contributions |
935,756 | |||
Net appreciation in fair value of investments |
400,986 | |||
Total additions |
1,696,801 | |||
DEDUCTIONS: |
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Benefits paid to participants |
215,970 | |||
Total deductions |
215,970 | |||
NET INCREASE |
1,480,831 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
7,677,506 | |||
End of year |
$ | 9,158,337 | ||
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1. | DESCRIPTION OF THE PLAN | |
General The Mylan Puerto Rico Profit Sharing Employee Savings Plan (the Plan) was initially a noncontributory defined contribution plan covering all employees of Mylan Inc. and Mylan Caribe Inc. (collectively, the Company). On March 29, 2001, 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 Ameriprise Retirement Trust Company (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 make contributions of up to 10% of pretax annual compensation, as defined in the Plan, not exceeding 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 eight mutual funds and the Plan Sponsors common stock as investment options for participants. 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 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. A participant is fully vested after 7 years of credited service. The vesting schedule is as follows: |
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 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 a maximum term of 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 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 terminated participants accounts from $5,000 down to $1,000. | ||
Forfeitures Company discretionary contributions that are not vested upon termination of employment are forfeited and may be |
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used to reduce the Company contribution for the year in which such forfeiture occurs. For the years ended December 31, 2006 and 2005, $13,000 and $9,500, respectively, of forfeitures 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. | ||
Administrative expenses, including trustee, legal, auditing and other fees, are paid by the Company and, as such, are not expenses of the Plan. | ||
3. | INVESTMENTS | |
The following presents investments that represent 5% or more of the Plans net assets available for benefits at December 31: |
2006 | 2005 | |||||||
RVST Income Fund II |
$ | 3,973,021 | $ | 3,316,147 | ||||
PIMCO Total Return Fund |
1,125,625 | 986,774 | ||||||
Mylan Laboratories Inc.- Common Stock |
1,016,566 | 1,032,512 | ||||||
Davis New York Venture Fund Class A |
459,063 | 375,562 | ||||||
RVS Large Cap Equity Fund (Class R4) |
456,004 | 330,862 |
The RVS Large Cap Equity Fund (Class R4) replaced the RVS New Dimensions Fund (Class Y) during 2006. All funds existing in the RVS New Dimensions Fund (Class Y) at that time were transferred into the RVS Large Cap Equity Fund (Class R4). Therefore, the RVS 2005 New Dimensions Funds (Class Y) balance is presented beside the RVS Large Cap Equity Fund (Class R4) for comparability purposes. |
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During 2006, 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 |
$ | 206,164 | ||
Common/Collective Trust Funds |
200,684 | |||
Mylan Laboratories Inc.- Common Stock |
(5,862 | ) | ||
Net appreciation in fair value of investments |
$ | 400,986 | ||
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 Laboratories 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 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 Laboratories Inc. common stock. Mylan Laboratories Inc. is the Plan Sponsor and therefore qualifies as a related party. At December 31, 2006 and 2005, the Plan held an investment of 50,931 and 51,730 shares of Mylan Laboratories Inc. common stock, respectively. The fair value of the Company common stock held by the fund at December 31, 2006 and 2005, was $1,016,566 and $1,032,512, respectively. For the year ended December 31, 2006, the Plan purchased 42,796 shares of Mylan Laboratories Inc. common stock at a cost of $939,851. For the year ended December 31, 2006, the Plan sold 43,595 shares of Mylan Laboratories Inc. common stock with proceeds of $937,621. | ||
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. | NONEXEMPT PARTY-IN-INTEREST TRANSACTION | |
Mylan Laboratories Inc. remitted various participant contributions totaling $37,955 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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Identity of Party | Relationship to Plan, Employer, | |||||||
Involved | or Other Party-in-Interest | Description of Transactions | Amount | |||||
Mylan Laboratories Inc. | Employer/Plan Sponsor | 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 March 27, 2006 participant contribution was deposited on
April 24, 2006. |
$ | 1,880 | ||||||
The April 28, 2006 participant contribution was deposited
on
June 1, 2006. |
1,628 | |||||||
The May 26, 2006 participant contribution was deposited
on
June 27, 2006. |
2,009 | |||||||
The September 22, 2006 participant contribution was deposited
on
October 26, 2006. |
6,858 | |||||||
The September 29, 2006 participant contribution was deposited
on
October 26, 2006. |
2,098 | |||||||
The October 13, 2006 participant contribution was deposited on
December 19, 2006. |
1,942 | |||||||
The October 20, 2006 participant contribution was deposited on
December 19, 2006. |
7,110 | |||||||
The October 27, 2006 participant contribution was deposited on
November 27, 2006. |
2,567 | |||||||
The December 29, 2006 participant contribution was deposited
on
February 8, 2007. |
11,863 | |||||||
TOTAL |
$ | 37,955 | ||||||
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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 | ||||||
PIMCO Funds | PIMCO Total Return Fund | $ | 1,125,625 | |||||
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RVS Funds | RVS Large Cap Equity Fund (Class R4) | 456,004 | |||||
Davis Funds | Davis New York Venture Fund-Class A | 459,063 | ||||||
RS Funds | RS Emerging Growth Fund | 244,137 | ||||||
Janus | Janus Overseas Fund | 323,813 | ||||||
Franklin Templeton Investments | Mutual Shares Fund (A) | 138,343 | ||||||
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RVST Funds | RVST Income Fund II | 3,973,021 | |||||
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RVST Funds | RVST Equity Index Fund II | 299,033 | |||||
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Banco Popular | Cash and cash equivalents | 53,237 | |||||
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Mylan Laboratories Inc. | Common Stock | 1,016,566 | |||||
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Participant Loan Fund | Maturity dates from 1/8/2007 through 3/26/2018 and interest rates ranging from 5.00% to 9.25% | 308,180 | |||||
Total investments | $ | 8,397,022 | ||||||
* | Party-in-interest |
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MYLAN PUERTO RICO PROFIT SHARING EMPLOYEE SAVINGS PLAN |
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/s/ Karen L. Reuther
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Plan Administrator |
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