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0000950123-10-016693.txt : 20100225
0000950123-10-016693.hdr.sgml : 20100225
20100225080016
ACCESSION NUMBER: 0000950123-10-016693
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20100224
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20100225
DATE AS OF CHANGE: 20100225
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MYLAN INC.
CENTRAL INDEX KEY: 0000069499
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 251211621
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09114
FILM NUMBER: 10631583
BUSINESS ADDRESS:
STREET 1: 1500 CORPORATE DRIVE
STREET 2: SUITE 400
CITY: CANONSBURG
STATE: PA
ZIP: 15317
BUSINESS PHONE: 724-514-1800
MAIL ADDRESS:
STREET 1: 1500 CORPORATE DRIVE
STREET 2: SUITE 400
CITY: CANONSBURG
STATE: PA
ZIP: 15317
FORMER COMPANY:
FORMER CONFORMED NAME: MYLAN LABORATORIES INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: FRM CORP
DATE OF NAME CHANGE: 19711003
8-K
1
l38958e8vk.htm
FORM 8-K
e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2010
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)
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Pennsylvania
(State or Other Jurisdiction of
Incorporation)
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1-9114
(Commission
File Number)
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25-1211621
(I.R.S. Employer
Identification No.) |
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1500 Corporate Drive
Canonsburg, PA
(Address of Principal Executive Offices)
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15317
(Zip Code) |
Registrants telephone number, including area code: (724) 514-1800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c)) |
Item 2.02. Results of Operations and Financial Condition.
On February 25, 2010, Mylan Inc., a Pennsylvania corporation, issued a press release reporting
its financial results for the period ended December 31, 2009. A copy of the press release is
attached hereto as Exhibit 99.1.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liability of that section, and shall not be incorporated by reference
into any registration statement or other document filed under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c) On
February 25, 2010, Mylan Inc. (Mylan or the Company) announced that John Sheehan
had been named Executive Vice President and Chief Financial Officer of the Company. Sheehan, age
49, will join Mylan on April 1, 2010.
Mr.
Sheehan currently serves as the Chief Financial Officer of Delphi
Automotive LLP (Delphi). Prior to his appointment as CFO,
he had held several senior management positions at Delphi, including
chief restructuring officer, chief accounting officer and controller.
Before joining Delphi in 2002, he was a partner at KPMG LLP, a global
professional accounting firm, where he worked for twenty years in
multiple roles of increasing responsibility and exposure. His
experience included a number of assignments in the United States,
England, and Germany with a variety of KPMG's top-tier clients.
A copy of the press release issued by the Company regarding Mr. Sheehans appointment is
attached as Exhibit 99.2. Upon joining the Company, Mr. Sheehan
will serve as the principal financial officer, a role currently held
by Daniel C. Rizzo, Jr., Mylan's Senior Vice President, Chief
Accounting Officer and Corporate Controller.
(e) On February 24, 2010, the Company and Mr. Sheehan entered into an Executive Employment
Agreement (the Employment Agreement) and a Transition and Succession Agreement (the T&S
Agreement), in each case effective as of April 1, 2010.
Employment Agreement
The Employment Agreement has an initial term of three years (i.e., through April 1, 2013) and
may be extended or renewed upon mutual agreement of the parties. Pursuant to the Employment
Agreement, Mr. Sheehan is entitled to an annual base salary of $600,000 and will be eligible for a
discretionary annual bonus equal to 100% of base salary. In addition,
on his commencement date Mr.
Sheehan will be granted stock options to purchase 80,000 shares of the Companys common stock and
16,000 restricted stock units, both of which awards will vest ratably over three years, in each
case provided that Mr. Sheehan remains employed by the Company on each applicable vesting date.
In the event of Mr. Sheehans termination of employment without cause, for good reason
(each as defined in the Employment Agreement), or by reason of death or
disability, Mr. Sheehan will be entitled to receive, in addition to his accrued benefits, a lump
sum equal to the sum of (a) his then-current annual base salary plus (b) an amount equal to the
bonus that he would have been entitled to receive for the year in which termination occurs, pro
rated based on the portion of the year he was employed by the Company. Amounts payable upon death
or incapacity will be reduced by other disability or death benefits that Mr. Sheehan or his estate
or beneficiaries are entitled to pursuant to plans or arrangements of the Company. Mr. Sheehan
will also be entitled to continuation of employee benefits for a period of 12 months following
termination of employment with the Company. During the term of the Employment Agreement and for a
period of one year following termination of employment for any reason, Mr. Sheehan may not engage
in activities that are competitive with the Companys activities and may not solicit the Companys
customers or employees.
T&S Agreement
Mr. Sheehans T&S Agreement governs the terms of his employment commencing on the occurrence
of a change of control (as defined in the T&S Agreement), and continues for the two year period
following which a change of control occurs.
The agreement provides that upon a termination without cause or for good reason or by
reason of Mr. Sheehans death or disability (each as defined in the T&S Agreement), the Company
shall pay to Mr. Sheehan a lump sum in cash equal to three times the sum of: (i) Mr. Sheehans
then-current annual base salary, plus (ii) an amount equal to the highest bonus determined under
the Employment Agreement or paid to Mr. Sheehan under the T&S Agreement (in the case of Mr.
Sheehans death or disability, reduced by any disability or death benefits that he or his estate or
beneficiaries are entitled to pursuant to plans or arrangements of the Company). Mr. Sheehan also
will be entitled to continuation of employee benefits for a period of three years following
termination of employment with the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1
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Press release of the registrant, dated February 25, 2010. |
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99.2
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Press release of the registrant,
dated February 25, 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MYLAN INC.
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Date: February 25, 2010 |
By: |
/s/ Heather Bresch
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Heather Bresch |
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President |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press release of the registrant, dated February 25, 2010. |
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99.2
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Press release of the registrant,
dated February 25, 2010. |
EX-99.1
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l38958exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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CONTACTS: Michael Laffin (Media) |
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724.514.1968 |
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Dan Crookshank (Investors) |
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724.514.1813 |
Mylan Reports Adjusted Diluted EPS of $0.33 for the Quarter and $1.30 for the
Year Ended Dec. 31, 2009
Mylan Projects Top-Line CAGR of 15% and Revenues in Excess of $8.5 Billion in 2013
Mylan
Projects Adjusted Diluted EPS CAGR of 20% and Adjusted Diluted EPS in Excess of $2.75 in 2013
Mylan Reaffirms 2010 Adjusted Diluted EPS Guidance of $1.50 $1.70
PITTSBURGH February 25, 2010Mylan Inc. (NASDAQ: MYL) today announced its financial results
for the three and twelve months ended December 31, 2009.
Financial Highlights
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Adjusted diluted earnings per share (EPS) of $0.33 and $1.30 for the three and twelve
months ended December 31, 2009, compared to $0.26 and $0.80 for the same prior year
periods; |
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Total revenues of $1.35 billion for the three months ended December 31, 2009; |
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Total revenues of $5.09 billion for the year ended December 31, 2009; |
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On a GAAP basis, earnings per diluted share of $0.01 for the three months ended December
31, 2009; |
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On a GAAP basis, earnings per diluted share of $0.30 for the year ended December 31,
2009. |
Mylans Chairman and CEO Robert J. Coury commented: Im pleased to report very strong fourth
quarter results capping off another extremely successful year, our second full year of operating
the New Mylan. With that said, we are reaffirming our 2010 guidance
of $1.50 to $1.70, which I fully expect will
translate into an industry-leading EPS growth rate over the 2008 to 2010 period. I anticipate that
this strong growth will continue, and we are projecting revenues in excess of $8.5 billion in 2013,
representing a top-line CAGR of 15%, from 2010. We are also
projecting EPS in excess of $2.75 in 2013, which represents a CAGR of
20%. Additionally, I fully expect we will be able to deliver EPS in
excess of $2 in 2011. We also anticipate generating cumulative
operating cash flows of approximately $4 billion by the end of
2013. With that said, we expect to continue to
lead the sector in EPS growth, which we believe will benefit all shareholders and other
stakeholders.
Coury
continued: The most important aspect of our expected growth is
that it is predominantly organic
and all of the work necessary to achieve these results is already
completed, or will be by the end of 2010. Primary drivers of this future growth include portfolio expansion, increased diversification,
additional operational efficiencies, further deleveraging of our balance sheet, additional
investment in our infrastructure and, of course, our unwavering commitment to quality and
excellence. This anticipated growth is even more impressive considering that it does not include
any M&A activity or any meaningful contribution from generic
biologics or our future generic Copaxone launch,
which could only provide additional upside after the expiration of
the 30-month stay in March 2012.
Heather Bresch, Mylans President added: The effort that we have put forth in transforming Mylan
into a fully-integrated, globally diverse operation is clearly evident in the powerful financial
results for 2009. The foundation of our robust 2009 results was the strength and diversity of our
base business, which was augmented by a voluminous number of new product launches throughout the
world, the ongoing benefit of
synergies and operational efficiencies and an enhancement of our
customer base as a result of our enduring reputation as a reliable source of supply.
Financial Summary
Mylan previously had three reportable segments, Generics, Specialty and Matrix. The Matrix
Segment had consisted of Matrix Laboratories Limited (Matrix), which was previously a publicly
traded company in India, in which Mylan held a 71.2% ownership stake. Following the acquisition of
approximately 25% of the remaining interest in Matrix and its related delisting from the Indian
stock exchanges, Mylan now has two reportable segments, Generics and Specialty. We changed our
segments to align with how the business is being managed after those changes. The former Matrix
Segment is included within the Generics Segment. Information for earlier periods has been recast.
Total revenues for the quarter ended Dec. 31, 2009 increased $148.7 million, or 12% to
$1.35 billion from $1.20 billion in the same prior year period. Revenues in the current quarter
were favorably impacted by the effect of foreign currency translation, reflecting a weaker U.S.
dollar. Translating current year revenues at prior year exchange rates would have resulted in
operational year-over-year revenue growth, excluding foreign currency, of $70.3 million, or
approximately 6%.
Generics revenues, which are derived from sales in North America, Europe, the Middle East and
Africa (collectively, EMEA), and Asia Pacific were $1.29 billion in the current quarter, compared
to $1.13 billion in the same prior year period.
Total revenues from North America were $545.0 million for the three months ended December 31, 2009,
compared to $561.7 million for the same prior year period, representing a decrease of 3%. Prior
year revenues included a substantial contribution from levetiracetam, which was launched by Mylan
in November 2008. Additional generic competition on levetiracetam entered the market in
mid-January 2009.
Helping to offset some of the effect of this additional competition were products launched in North
America subsequent to December 31, 2008, which contributed revenues of approximately $81 million,
including lansoprazole delayed-release (lansoprazole DR) capsules, 15 mg and 30 mg, the generic
version of Tap Pharmaceuticals proton pump inhibitor Prevacid® DR Capsules.
Total revenues from EMEA were $481.8 million in the current quarter, compared to $372.2 million in
the same prior year period, an increase of 29%. Excluding foreign currency, calculated as described
above, EMEA operational revenues increased by approximately 19% over the prior year period. Higher
revenues were realized in most major European markets, including record quarterly revenues in
France, EMEAs largest market, Spain and Italy. In France, increased revenues were the result of
higher volumes and new product launches. New product launches were also primarily responsible for
the increase in revenues in Spain, while regulatory changes which resulted in a favorable impact on
pricing drove sales in Italy. In the U.K., prior period revenues were negatively impacted by
excess supply that existed in the market at that time.
Sales in Asia Pacific are derived from Mylans operations in India, Australia, Japan and New
Zealand. Asia Pacific revenues were $309.1 million in the current quarter, compared to $232.3
million in the same prior year period, an increase of 33%. Excluding foreign currency, calculated
as described above, operational sales increased approximately 20%, primarily driven by increased sales in Japan
and India. Also contributing to the increase in
Asia Pacific revenues are higher third-party sales of active pharmaceutical ingredients (API). API
is also sold to Mylan subsidiaries in conjunction with our vertical integration strategy.
2
Specialty, consisting of Mylans Dey business, which focuses on the development, manufacture and
marketing of specialty pharmaceuticals in the respiratory and severe allergy markets, reported
total revenues of $87.5 million for the current quarter, an increase of 8% from $81.2 million for
the three months ended December 31, 2008, led by Perforomist® Solution, Deys Formoterol Fumarate
Inhalation Solution (Perforomist Solution). Sales of Deys EpiPen® Auto-Injector were consistent
on a year over year basis and, as has been previously noted, fourth quarter sales of the EpiPen
Auto-Injector are seasonally the lowest.
Included in total Specialty revenues for the three months ended December 31, 2009 and 2008, are
intersegment revenues of $25.6 million and $3.7 million. The increase in the current year reflects
an increase in sales of generic products to North America through greater horizontal
integration.
Consolidated gross profit for the three months ended December 31, 2009, was $516.0 million and
gross margins were 38.2%, compared to gross profit of $394.7 million and gross margins of 32.8% in
the same prior year period. Gross profit in both periods is negatively impacted by certain
purchase accounting related items totaling $72.4 million and $145.6 million for the quarters ended
December 31, 2009 and 2008, which consisted primarily of incremental amortization related to
purchased intangible assets and step-up in inventory. Excluding these amounts from both periods,
gross margins were 43.5% in the current year compared to 44.9% in the prior.
Earnings from operations were $60.0 million for the three months ended December 31, 2009, compared
to $34.6 million for the same prior year period.
During the three months ended December 31, 2009, the Company recorded net unfavorable litigation
charges of $114.2 million. This amount consisted of a charge of $160.0 million related to a
settlement in principle to resolve certain claims relating to the Companys outstanding pricing
litigation, as well as to reserve for remaining pricing lawsuits to which the Company is a party,
partially offset by litigation-related recoveries. The settlement is contingent upon execution of definitive
settlement documents, and federal government and court approval.
Excluding the impact of litigation and purchase
accounting related items in both periods, as mentioned above, earnings from operations were $246.6
million compared to $196.9 million, an increase of $49.7 million or 25% over the prior year. This
increase in operating income in the current quarter is due primarily to increased sales and gross
profit, as discussed above, as operating expenses (R&D and SG&A) in total remained consistent.
R&D expense decreased by $5.3 million in the current quarter, and is reflective of certain
restructuring activities undertaken by the Company with respect to the previously announced
rationalization and optimization of the global manufacturing and research and development
platforms. SG&A expense increased by $3.6 million in the quarter primarily due to the unfavorable
impact of foreign exchange. Excluding this impact, SG&A costs decreased, also primarily as a
result of restructuring programs with respect to the realignment of the Dey business and
the right-sizing of certain businesses in markets outside of the U.S.
Interest expense for the three months ended December 31, 2009, totaled $78.3 million compared to
$98.4 million for the three months ended December 31, 2008. The decrease is due to the reduction of
our outstanding debt balance, through repayments made in December 2008 and throughout 2009, as well
as lower overall interest rates. In March 2009, we pre-paid all of our 2010 scheduled debt
maturities on our term loans, and in December 2009 we pre-paid all of our 2011 scheduled debt
maturities. Included in interest expense for the three months ended December 31, 2009 and 2008 are
$11.2 million and $10.9 million of accretion of the discounts on our convertible debt instruments.
Other income, net, for the current quarter was a loss of $7.6 million compared to $9.2 million in
the same prior year period. Other income, net, in the current period includes a loss of $11.7
million on Matrixs sale of a subsidiary.
Total revenues for the year ended December 31, 2009 were $5.09 billion compared to $5.14 billion
for the prior year. Included in total revenues in the prior year was other revenue of $468.1
million of previously deferred
3
revenue related to the sale of our rights in Bystolic.
Excluding other revenue from both years, net revenue increased by $384.2 million, or 8% from $4.63
billion in the prior year to $5.02 billion in 2009.
Net revenues in the current year were unfavorably impacted by the effect of foreign currency
translation, primarily reflecting a stronger U.S. dollar. Translating current year revenues at
prior year exchange rates would have resulted in year-over-year operational revenue growth of
$558.9 million, or approximately 12%.
Generics revenues were $4.70 billion in the year ended December 31, 2009, compared to $4.29 billion
in the prior year.
Total revenues from North America were $2.18 billion for the year ended December 31, 2009, compared
to $1.87 billion for the prior year, representing an increase of 16%. This increase was the result
of new product revenue of approximately $322.5 million, mainly Divalproex Sodium Extended-Release
tablets, Mylans version of Abbott Laboratories Depakote® ER.
With respect to existing products, higher volumes, primarily due to Mylans ability to remain a
source of stable supply as certain competitors experienced regulatory and supply issues, nearly
offset the unfavorable pricing that resulted from the loss of exclusivity and increased competition
on certain products.
Mylans position as a stable and reliable source of supply to the market resulted in continued
strong sales and gross profit from the Fentanyl Transdermal System (Fentanyl), Mylans AB-rated
generic alternative to Duragesic®, despite the entrance into the market of additional generic
competition.
Total revenues from EMEA were $1.66 billion in the current year, compared to $1.64 billion in the
prior year. Excluding the impact of foreign exchange, EMEA operational revenues would have
increased by approximately 8%. Increased revenues from new product launches in France and Spain,
favorable pricing in Italy, and a full year of revenue contribution from the Central and Eastern
European businesses acquired in June 2008, served to offset lower revenues brought about by
continued pricing pressures in certain European markets, including Germany.
Total revenues in Asia Pacific were $1.0 billion in the current year, compared to $911.1 million in
the prior year period, an increase of 10%. Excluding the impact of the foreign exchange,
operational sales in the current year increased by approximately 17%. The increase in Asia Pacific
was primarily realized by strong, double-digit growth in India, driven by higher sales of both
generics and API, as well as increased sales in Japan.
Specialty reported total revenues for 2009 of $455.7 million, an increase of $38.5 million or 9%
from $417.2 million for the prior year. Increased sales of Deys EpiPen® Auto-Injector and
Perforomist Solution in the current year were partially offset by lower sales of DuoNeb® as a
result of the unfavorable impact of generic competition, which first entered the market in 2007.
Consolidated gross profit for the year ended December 31, 2009, was $2.07 billion and gross margins
were 40.7%, compared to gross profit of $2.07 billion and gross margins of 40.3% in the prior year.
Excluding Bystolic and the effect of certain purchase accounting related items described above,
which totaled $282.5 million and $481.4 million for the year ended December 31, 2009 and 2008,
gross margins were 46.3% in the current year, compared to 44.6% in the prior.
Earnings from operations were $523.4 million for 2009, which included net unfavorable litigation
charges of $225.7 million. For 2008, earnings from operations were $297.9 million, which included
a goodwill impairment charge of $385.0 million, and unfavorable litigation charges of $16.6
million. Excluding these items, as well as
4
the impact of the Bystolic revenue in 2008 and the
purchase accounting related items in both periods, as mentioned above, earnings from operations for
2009 were $1.03 billion compared to $712.8 million for the prior year, an increase of 45%.
This increase in operating income in the current year is due to increased revenue and gross profit,
as well as lower overall operating expenses, which decreased as a result of the favorable effect of
the stronger U.S. dollar and by synergies realized as a result of ongoing restructuring
initiatives. In addition, SG&A in the prior year included higher costs as a result of a greater
amount of activity associated with the integration of the former Merck Generics business.
Interest expense for calendar year 2009 totaled $318.5 million compared to $380.8 million for
calendar year 2008. The decrease is due to the reduction in the Companys outstanding debt
balances, through repayments made in December 2008 and throughout 2009, as previously discussed, as
well as lower overall interest rates. Included in interest expense for 2009 and 2008 were $42.9
million and $29.5 million of accretion of the discounts on the Companys convertible debt
instruments. Other income, net, for 2009 was $22.1 million, versus $11.3 million for the same
period in the prior year.
EBITDA, which is defined as net income (loss) (excluding the non-controlling interest and income
from equity method investees) plus income taxes, interest expense, depreciation and amortization,
was $156.6 million for the quarter ended December 31, 2009 and $947.9 million for the year then
ended. After adjusting for certain items as further discussed below, adjusted EBITDA was $311.5
million and $1.25 billion for the three and twelve month periods.
The Companys cash position remains strong at December 31, 2009, with cash and short-term
investments of over $400 million driven by cash provided by operating activities of $605.1 million
for the year ended December 31, 2009. Cash used in investing activities for 2009 was
$335.0 million, which primarily consisted of $187.4 million of cash paid for acquisitions, net of
proceeds from dispositions, of which $182.2 million was spent to acquire the additional shares of
Matrix, and capital expenditures of $154.4 million. Cash used in financing activities was
$454.4 million for 2009, which included cash dividends of $139.0 million paid on the Companys
preferred stock, and repayments made on long-term debt in the amount of $350.0 million.
Non-GAAP Financial Measures
Mylan is disclosing non-GAAP financial measures when providing financial results. Primarily
due to acquisitions, Mylan believes that an evaluation of its ongoing operations (and comparisons
of its current operations with historical and future operations) would be difficult if the
disclosure of its financial results were limited to financial measures prepared only in accordance
with accounting principles generally accepted in the U.S. (GAAP). In addition to disclosing its
financial results determined in accordance with GAAP, Mylan is disclosing non-GAAP results that
exclude items such as amortization expense and other costs directly associated with the
acquisitions as well as certain other expense and revenue items in order to supplement investors
and other readers understanding and assessment of the companys financial performance because the
Companys management uses these measures internally for forecasting, budgeting and measuring its
operating performance. In addition, the company believes that including EBITDA and supplemental
adjustments applied in presenting adjusted EBITDA is appropriate to provide additional information
to investors to demonstrate the Companys ability to comply with financial debt covenants (which
are calculated using a measure similar to adjusted EBITDA) and assess the Companys ability to
incur additional indebtedness. Whenever Mylan uses such a non-GAAP measure, it will provide a
reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial
measure. Investors and other readers are encouraged to review the related GAAP financial measures
and the reconciliation of non-GAAP measures to their most closely applicable GAAP measure set forth
below and should consider non-GAAP measures only as a supplement to, not as a substitute
for or as a superior measure to, measures of financial performance prepared in accordance with
GAAP.
5
Below is a reconciliation of GAAP net earnings attributable to Mylan Inc. and diluted GAAP EPS
to adjusted net earnings attributable to Mylan Inc. and adjusted diluted EPS for the three and
twelve months ended December 31, 2009 and 2008 (in millions, except per share amounts):
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Three months ended |
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Three months ended |
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Twelve months ended |
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Twelve months ended |
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December 31, 2009 |
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December 31, 2008 |
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December 31, 2009 |
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December 31, 2008 |
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GAAP net earnings (loss) attributable to Mylan
Inc. and diluted GAAP EPS |
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$ |
4.1 |
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$ |
0.01 |
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$ |
(54.5 |
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$ |
(0.18 |
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$ |
93.5 |
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$ |
0.30 |
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$ |
(335.1 |
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$ |
(1.10 |
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Purchase accounting related amortization (a) |
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72.4 |
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82.0 |
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282.5 |
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|
|
415.6 |
|
|
|
|
|
Impairment charges (b) |
|
|
|
|
|
|
|
|
|
|
70.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
457.5 |
|
|
|
|
|
Bystolic Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(468.1 |
) |
|
|
|
|
Acceleration of deferred revenue (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Litigation settlements, net |
|
|
114.2 |
|
|
|
|
|
|
|
16.5 |
|
|
|
|
|
|
|
225.7 |
|
|
|
|
|
|
|
16.5 |
|
|
|
|
|
Interest accretion of convertible debt discount |
|
|
11.2 |
|
|
|
|
|
|
|
10.9 |
|
|
|
|
|
|
|
42.9 |
|
|
|
|
|
|
|
29.5 |
|
|
|
|
|
Integration and other special items (d) |
|
|
40.8 |
|
|
|
|
|
|
|
67.5 |
|
|
|
|
|
|
|
100.1 |
|
|
|
|
|
|
|
158.8 |
|
|
|
|
|
Tax effect of the above items (e) |
|
|
(135.0 |
) |
|
|
|
|
|
|
(107.8 |
) |
|
|
|
|
|
|
(272.5 |
) |
|
|
|
|
|
|
(30.6 |
) |
|
|
|
|
Preferred dividend |
|
|
34.8 |
(f) |
|
|
|
|
|
|
35.0 |
(f) |
|
|
|
|
|
|
139.0 |
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net earnings attributable to Mylan
Inc. and adjusted diluted EPS |
|
$ |
142.5 |
|
|
$ |
0.33 |
|
|
$ |
120.0 |
|
|
$ |
0.26 |
|
|
$ |
582.7 |
|
|
$ |
1.30 |
|
|
$ |
244.1 |
|
|
$ |
0.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
This amount, which is included in cost of sales, includes amortization expense related
to purchased intangible assets as well as amortization of the inventory step-up related to
the acquisition of the former Merck Generics business. |
|
(b) |
|
Impairment charges for the three months ended Dec. 31, 2008, relate primarily to
certain non-core, insignificant, third-party manufactured products. Of this amount, $63.6
million is included in cost of sales and the remainder in other income, net. The twelve
months ended Dec. 31, 2008, also includes the $385.0 million goodwill impairment charge and
additional impairment charges of $2.1 million which are included in cost of sales. |
|
(c) |
|
This amount consists primarily of the acceleration of the recognition of revenue
related to certain product development agreements and is included in other revenue on the
statement of operations. |
|
(d) |
|
Integration and other special items include charges principally related to the
acquisition and integration of the former Merck Generics business
(e.g., professional and
consulting fees, retention and other expenses) as well as certain restructuring charges. |
|
- |
|
For the three months ended Dec. 31, 2009, $5.1 million of these expenses,
net, are included in cost of sales, $16.1 million are included in SG&A, $1.1 million
are included in R&D, $11.7 million in other income, net, and the remainder
represents an adjustment to amounts attributable to the noncontrolling interest. |
|
|
- |
|
For the three months ended Dec. 31, 2008, $36.5 million of these
expenses, net, are included in cost of sales, $24.7 million are included in SG&A,
$5.7 million are included in R&D and the remainder in other income, net. |
|
|
- |
|
For the twelve months ended Dec. 31, 2009, net expense items of $33.5
million are included in cost of sales, $49.6 million are included in SG&A, $22.7
million are included in R&D and $9.9 million represents an adjustment to amounts
attributable to the noncontrolling interest. Additionally, net income items of
$2.3 million are included in net revenues and $13.3 million are included in other
income, net. |
|
|
- |
|
For the twelve months ended Dec. 31, 2008, $53.4 million of these
expenses, net, are included in cost of sales, $90.7 million are included in SG&A,
$14.4 million are included in R&D and the remainder in other income, net. |
|
|
|
|
(e) |
|
In addition to the tax effect, which is calculated assuming an annual adjusted
effective tax rate for the resulting adjusted earnings, and results in an effective tax
rate on adjusted earnings of 30% including the impact of any tax synergies, included in
this line item is an income tax benefit of approximately $65.0 million related to losses
recognized as a result of reorganizations among certain of our foreign subsidiaries. |
|
(f) |
|
Adjusted diluted EPS for the three months ended December 31, 2009, the three months
ended December 31, 2008 and the year ended December 31, 2009, were calculated under the
if-converted method which assumes conversion of the companys preferred stock into 125.2
million, 152.8 million and 142.7 million shares of common stock, respectively, based on an
average share price, and excludes the preferred dividend from the calculation. The
if-converted method was more dilutive to adjusted
diluted EPS for the three months ended December 31, 2009, the three months ended December 31,
2008 and the year ended December 31, 2009, by approximately $0.02 per share, $0.02 per share
and $0.15 per share, respectively. |
Below is a reconciliation of GAAP net earnings attributable to Mylan Inc. to adjusted EBITDA
for the three and twelve months ended December 31, 2009:
6
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Twelve months ended |
|
|
|
December 31, 2009 |
|
|
December 31, 2009 |
|
GAAP net earnings attributable to Mylan Inc. before preferred dividends |
|
$ |
38.9 |
|
|
$ |
232.6 |
|
Add/(Deduct): |
|
|
|
|
|
|
|
|
Net contribution attributable to the noncontrolling
interest and equity method investees |
|
|
8.5 |
|
|
|
16.4 |
|
Income taxes |
|
|
(73.3 |
) |
|
|
(20.8 |
) |
Interest expense |
|
|
78.3 |
|
|
|
318.5 |
|
Depreciation and amortization |
|
|
104.2 |
|
|
|
401.2 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
156.6 |
|
|
$ |
947.9 |
|
Add Adjustments: |
|
|
|
|
|
|
|
|
Non-cash stock-based compensation expense |
|
|
7.6 |
|
|
|
31.2 |
|
Litigation settlements, net |
|
|
114.2 |
|
|
|
225.7 |
|
Integration and other special items |
|
|
33.1 |
|
|
|
49.6 |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
311.5 |
|
|
$ |
1,254.4 |
|
|
|
|
|
|
|
|
Conference Call
Mylan will host a conference call and live webcast today, Thursday, February 25, 2010, at 10:00
a.m. ET, in conjunction with the release of its financial results. The dial-in number to access
the call is 888.572.7033 or 719.457.2732 for international callers. A replay, available for
approximately seven days, will be available at 888.203.1112 or 719.457.0820 for international
callers with access pass code 9154666. To access a live webcast of the call, and the accompanying
presentation, please log on to Mylans Web site (www.mylan.com) at least 15 minutes before the
event is to begin to register and download or install any necessary software. A replay of the
webcast will be available on www.mylan.com for approximately seven days.
About Mylan
Mylan Inc. ranks among the leading generic and specialty pharmaceutical companies in the world and
provides products to customers in more than 140 countries and territories. The company maintains
one of the industrys broadest and highest quality product portfolios supported by a robust product
pipeline; operates one of the worlds largest active pharmaceutical ingredient manufacturers; and
runs a specialty business focused on respiratory, allergy and psychiatric therapies. For more
information, please visit www.mylan.com.
Forward Looking Statements
This press release includes statements that constitute forward-looking statements, including with
regard to the companys future operations, its earnings
expectations and its anticipated growth. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Because such 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: challenges, risks and costs inherent in business integrations and
in achieving anticipated synergies; the effect of any changes in customer and supplier
relationships and customer purchasing patterns; general market perception of the acquisition of the
former Merck Generics business; the ability to attract and retain key personnel; changes in
third-party relationships; the impacts of competition; changes in economic and financial conditions
of the companys business; uncertainties and matters beyond the control of management; inherent
uncertainties involved in the estimates and judgments used in the preparation of
7
financial
statements, and the providing of estimates of financial measures, in accordance with GAAP and
related standards. These cautionary statements should be considered in connection with any
subsequent written or oral forward-looking statements that may be made by the company or by persons
acting on its behalf and in conjunction with its periodic SEC filings. In addition, please refer to
the cautionary statements and risk factors set forth in the companys Report on Form 10-Q, for the
quarter ended September 30, 2009, and in its other filings with the SEC. Further, uncertainties or
other circumstances, or matters outside of the companys control between the date of this release
and the date that its Form 10-K for the year ended December 31, 2009 is filed with the SEC could
potentially result in adjustments to reported results. The company undertakes no obligation to
update statements herein for revisions or changes after the date of this release.
8
Mylan Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended December 31, |
|
|
|
Three Months |
|
|
Year |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
As Adjusted* |
|
|
|
|
|
|
As Adjusted* |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
1,335,526 |
|
|
$ |
1,190,557 |
|
|
$ |
5,015,394 |
|
|
$ |
4,631,237 |
|
Other revenues |
|
|
16,291 |
|
|
|
12,598 |
|
|
|
77,391 |
|
|
|
506,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,351,817 |
|
|
|
1,203,155 |
|
|
|
5,092,785 |
|
|
|
5,137,585 |
|
Cost of sales |
|
|
835,826 |
|
|
|
808,501 |
|
|
|
3,018,313 |
|
|
|
3,067,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
515,991 |
|
|
|
394,654 |
|
|
|
2,074,472 |
|
|
|
2,070,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
72,593 |
|
|
|
77,897 |
|
|
|
275,258 |
|
|
|
317,217 |
|
Impairment loss on goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
385,000 |
|
Selling, general and administrative |
|
|
269,191 |
|
|
|
265,532 |
|
|
|
1,050,145 |
|
|
|
1,053,485 |
|
Litigation settlements, net |
|
|
114,187 |
|
|
|
16,634 |
|
|
|
225,717 |
|
|
|
16,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
455,971 |
|
|
|
360,063 |
|
|
|
1,551,120 |
|
|
|
1,772,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations |
|
|
60,020 |
|
|
|
34,591 |
|
|
|
523,352 |
|
|
|
297,885 |
|
Interest expense |
|
|
78,287 |
|
|
|
98,374 |
|
|
|
318,496 |
|
|
|
380,779 |
|
Other income, net |
|
|
(7,622 |
) |
|
|
(9,246 |
) |
|
|
22,119 |
|
|
|
11,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes and noncontrolling interest |
|
|
(25,889 |
) |
|
|
(73,029 |
) |
|
|
226,975 |
|
|
|
(71,557 |
) |
Income tax (benefit) provision |
|
|
(73,312 |
) |
|
|
(51,512 |
) |
|
|
(20,773 |
) |
|
|
128,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
47,423 |
|
|
|
(21,517 |
) |
|
|
247,748 |
|
|
|
(200,107 |
) |
Net (earnings) loss attributable to the noncontrolling interest |
|
|
(8,519 |
) |
|
|
1,765 |
|
|
|
(15,177 |
) |
|
|
4,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to Mylan Inc. before preferred dividends |
|
|
38,904 |
|
|
|
(19,752 |
) |
|
|
232,571 |
|
|
|
(196,076 |
) |
Preferred dividends |
|
|
34,759 |
|
|
|
34,799 |
|
|
|
139,035 |
|
|
|
139,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings attributable to Mylan Inc. common shareholders |
|
$ |
4,145 |
|
|
$ |
(54,551 |
) |
|
$ |
93,536 |
|
|
$ |
(335,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share attributable to Mylan Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.01 |
|
|
$ |
(0.18 |
) |
|
$ |
0.31 |
|
|
$ |
(1.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.01 |
|
|
$ |
(0.18 |
) |
|
$ |
0.30 |
|
|
$ |
(1.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
305,797 |
|
|
|
304,525 |
|
|
|
305,162 |
|
|
|
304,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
309,396 |
|
|
|
304,525 |
|
|
|
306,913 |
|
|
|
304,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Adjusted to reflect the adoption of accounting guidance with respect to convertible debt
instruments and noncontrolling interests |
9
Mylan Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited; in thousands)
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
As Adjusted* |
|
Assets: |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
380,516 |
|
|
$ |
557,147 |
|
Restricted cash |
|
|
47,965 |
|
|
|
40,309 |
|
Available-for-sale securities |
|
|
27,559 |
|
|
|
42,260 |
|
Accounts receivable, net |
|
|
1,234,634 |
|
|
|
1,164,613 |
|
Inventories |
|
|
1,114,219 |
|
|
|
1,065,990 |
|
Other current assets |
|
|
480,493 |
|
|
|
304,354 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
3,285,386 |
|
|
|
3,174,673 |
|
Intangible assets, net |
|
|
2,384,848 |
|
|
|
2,453,161 |
|
Goodwill |
|
|
3,331,247 |
|
|
|
3,161,580 |
|
Other non-current assets |
|
|
1,800,253 |
|
|
|
1,620,445 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
10,801,734 |
|
|
$ |
10,409,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
1,718,147 |
|
|
$ |
1,544,650 |
|
Long-term debt |
|
|
4,984,987 |
|
|
|
5,078,937 |
|
Other non-current liabilities |
|
|
953,402 |
|
|
|
999,431 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
7,656,536 |
|
|
|
7,623,018 |
|
Noncontrolling interest |
|
|
14,052 |
|
|
|
29,108 |
|
Mylan Inc. shareholders equity |
|
|
3,131,146 |
|
|
|
2,757,733 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
10,801,734 |
|
|
$ |
10,409,859 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Adjusted to reflect the adoption of of accounting guidance with respect to convertible debt
instruments and noncontrolling interests |
10
EX-99.2
3
l38958exv99w2.htm
EX-99.2
exv99w2
Exhibit 99.2
|
|
|
|
|
|
|
FOR IMMEDIATE RELEASE |
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CONTACTS: Michael Laffin (Media)
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724.514.1968 |
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Dan Crookshank (Investors) |
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724.514.1813 |
Mylan Names John D. Sheehan Chief Financial Officer
PITTSBURGHFeb.
25, 2010Mylan Inc. (Nasdaq: MYL) today announced the appointment of John D.
Sheehan as Executive Vice President and Chief Financial Officer.
Sheehan has nearly 30 years of professional experience in global corporate finance, accounting,
auditing and management. He currently serves as CFO for Detroit-based
Delphi Automotive LLP, a global
supplier of automotive electronics and technologies, where he leads all aspects of the companys
global finance function, including internal and external reporting, internal control, budgeting and
forecasting, financial planning and analysis, tax and treasury. Prior to the CFO role, Sheehan held
several senior management positions at Delphi, including chief restructuring officer and chief
accounting officer and controller.
Before Delphi, Sheehan was a partner at KPMG, a global professional accounting firm, where he
worked for twenty years in multiple roles of increasing responsibility and exposure. While at KPMG,
Sheehan gained extensive international manufacturing experience and auditing and accounting skills.
He also worked in London, Frankfurt, Stuttgart and the U.S. with a variety of KPMGs
top-tier clients.
Mylans Chairman and CEO Robert J. Coury commented:
I am extremely pleased to welcome John to Mylans senior
executive team and as the new leader of our global finance function.
His extensive and broad-based technical knowledge, significant multinational manufacturing experience
and clear ability to lead large international finance organizations
make him an outstanding addition to Mylan.
Sheehan
commented: I am excited to be joining Mylan's leadership and to
meeting my new finance team. I look forward to contributing to the
company's already impressive track record for growth and execution. I
believe Mylan is uniquely positioned within the generic
pharmaceutical industry and am eager to be part of another season of
phenomenal growth.
Sheehan earned a bachelors degree in accounting from St. Bonaventure University, St. Bonaventure,
N.Y. He is a registered certified public accountant in Michigan and is a member of
the American Institute of Certified Public Accountants. Sheehan also served as president of the
Board of Directors for the International School of Stuttgart, Germany, from 1999-2001.
As a member of Mylans executive leadership team, Sheehan will be responsible for all of Mylans
global finance functions including accounting and control, financial planning and analysis,
treasury and tax. He will begin his new role April 1.
Mylan Inc. ranks among the leading generic and specialty pharmaceutical companies in the world and
provides products to customers in more than 140 countries and territories. The company maintains
one of the industrys broadest and highest quality product portfolios supported by a robust product
pipeline; operates one of the worlds largest active pharmaceutical ingredient manufacturers; and
runs a specialty business focused on respiratory, allergy and psychiatric therapies. For more
information, please visit www.mylan.com.
###
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