##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
  FORM 10-K
  þ

Annual Report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the Fiscal Year Ended
    December 31, 2008o

Transition Report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the transition period
    from          to          .   MYLAN INC.
 (Exact name of registrant as
    specified in its charter)
  Pennsylvania

25-1211621(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)   1500
    Corporate Drive, Canonsburg, Pennsylvania 15317 (Address
    of principal executive offices)
  Registrants telephone number, including area code:(724) 514-1800
  Securities
    registered pursuant to Section 12(b) of the Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common Stock, par value $0.50 per share
    6.50% Mandatory Convertible Preferred Stock

The NASDAQ Stock Market
    The NASDAQ Stock Market   Securities
    registered pursuant to Section 12(g) of the Act:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Parts of Form 10-Kinto whichDocument isDocument

IncorporatedProxy Statement for the 2009 Annual Meeting of Shareholders,
    which will be filed with the Securities and Exchange Commission
    within 120 days after the end of the registrants
    fiscal year ended December 31, 2008.

III




---



##### 





MYLAN
    INC.
  INDEX TO
    FORM 10-K
 For the
    Year Ended December 31, 2008
   
 PagePART IITEM 1.


Business


3ITEM 1A.


Risk Factors


21ITEM 1B.


Unresolved Staff Comments


39ITEM 2.


Properties


39ITEM 3.


Legal Proceedings


41ITEM 4.


Submission of Matters to a Vote of Security
    Holders


44PART IIITEM 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


45ITEM 6.


Selected Financial Data


47ITEM 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


48ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


70ITEM 8.


Financial Statements and Supplementary Data


72ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


124ITEM 9A.


Controls and Procedures


124ITEM 9B.


Other Information


124PART IIIITEM 10.


Directors, Executive Officers and Corporate
    Governance


124ITEM 11.


Executive Compensation


124ITEM 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


124ITEM 13.


Certain Relationships and Related Transactions,
    and Director Independence


124ITEM 14.


Principal Accounting Fees and Services


125PART IVITEM 15.


Exhibits and Financial Statement Schedules


125Signatures





130EX-10.4(D)EX-10.5EX-10.7(B)EX-10.16(B)EX-10.17(D)EX-10.18(C)EX-10.19(C)EX-10.20.CEX-10.21(C)EX-10.25(D)EX-10.26(D)EX-10.27(B)EX-10.28(B)EX-10.32EX-10.36EX-21EX-23EX-31.1EX-31.2EX-32   2




---



##### Table of Contents



PART I  ITEM 1.
    Business      Overview
        Disclosures about Segments of an Enterprise and
    Related Information Form 10-K
 3




---



##### Table of Contents



Our
    Operations
      Generics
    Segment
  North
    America
    Approved Drug Products with Therapeutic Equivalence
    Evaluations and/or
   4




---



##### Table of Contents



180-day 180-day
        ®
      EMEA
   5




---



##### Table of Contents



and/or
         6




---



##### Table of Contents



Asia
    Pacific
          Specialty
    Segment
  ®
    ®
 7




---



##### Table of Contents



®
  Matrix
    Segment
            Research
    and Development
      
    development of controlled-release technologies and the
    application of these technologies to reference products;
    development of both NDA and ANDA products;
    development of drugs that are technically difficult to formulate
    or manufacture because of either unusual factors that affect
    their stability or bioequivalence or unusually stringent
    regulatory requirements;
    development of drugs that target smaller, specialized or
    underserved markets;
    development of generic drugs that represent first-to-file
    opportunities;
    expansion of our existing solid oral dosage product portfolio,
    including with respect to additional dosage strengths; 8




---



##### Table of Contents




    completion of additional preclinical and clinical studies for
    approved NDA products required by the FDA, known as
    post-approval (Phase IV) commitments; and
    conducting life-cycle management studies intended to further
    define the profile of products subject to pending or approved
    NDAs.      Product
    Development and Government Regulation
  Generics
    Segment
  North
    America
    NDA.
  ANDA.
    and/or
   9




---



##### Table of Contents



Medicaid-reimbursed
           10




---



##### Table of Contents



24-month
  and/or
      EMEA
   11




---



##### Table of Contents



60-day 60-day
           12




---



##### Table of Contents



Asia
    Pacific
     13




---



##### Table of Contents



14




---



##### Table of Contents



Specialty
    Segment
    
    laboratory and preclinical tests;
    submission of an Investigational New Drug (IND)
    application, which must become effective before clinical studies
    may begin;
    adequate and well-controlled human clinical studies to establish
    the safety and efficacy of the proposed product for its intended
    use;
    submission of an NDA containing the results of the preclinical
    tests and clinical studies establishing the safety and efficacy
    of the proposed product for its intended use, as well as
    extensive data addressing matters such as manufacturing and
    quality assurance;
    scale-up to
    commercial manufacturing; and
    FDA approval of an NDA.   15




---



##### Table of Contents



30-day
    
    Phase I:  The drug is initially introduced into
    a relatively small number of healthy human subjects or patients
    and is tested for safety, dosage tolerance, mechanism of action,
    absorption, metabolism, distribution and excretion.
    Phase II:  Studies are performed with a limited
    patient population to identify possible adverse effects and
    safety risks, to assess the efficacy of the product for specific
    targeted diseases or conditions, and to determine dosage
    tolerance and optimal dosage.
    Phase III:  When Phase II evaluations
    demonstrate that a dosage range of the product is effective and
    has an acceptable safety profile, Phase III trials are
    undertaken to evaluate further dosage and clinical efficacy and
    to test further for safety in an expanded patient population at
    geographically dispersed clinical study sites.          and/or
  Matrix
    Segment
   16




---



##### Table of Contents



Patents,
    Trademarks and Licenses
            case-by-case
     17




---



##### Table of Contents



Customers
    and Marketing
  Generics
    Segment
        Matrix
    Segment
    Specialty
    Segment
      Competition
      United States.
   18




---



##### Table of Contents



and/or
  and/or
  France.
  United Kingdom.
  Germany.
  Spain. and/or
  Italy.
  Australia.
  Japan.
  India.
 19




---



##### Table of Contents



Product
    Liability
      Raw
    Materials
    Seasonality
    Environment
    Employees
  non-U.S. Mylan
  Securities
    Exchange Act Reports
  Form 10-K, Form 10-Q Form 8-K.
 20




---



##### Table of Contents



Form 10-K 1-800-SEC-0330. www.sec.gov
  ITEM 1A.
    Risk
    Factors    CURRENT ECONOMIC CONDITIONS MAY ADVERSELY AFFECT OUR
    INDUSTRY, BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS
    AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO
    DECLINE.
    OUR ACQUISITION OF THE FORMER MERCK GENERICS BUSINESS
    INVOLVES A NUMBER OF INTEGRATION RISKS. THESE RISKS COULD CAUSE
    A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION
    AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF
    OUR COMMON STOCK TO DECLINE.
    
    difficulties in successfully integrating the operations and
    personnel of the former Merck Generics business with our
    historical business and corporate culture;
    difficulties in achieving identified financial and operating
    synergies;
    diversion of managements attention from our ongoing
    business concerns to integration matters;
    the potential loss of key personnel or customers;
    difficulties in consolidating information technology platforms
    and business applications and the build up of additional
    corporate infrastructure;
    difficulties in transitioning the former Merck Generics business
    and products from the Merck name to achieve a global
    brand alignment;
    our substantial indebtedness and assumed liabilities;
    the incurrence of significant additional capital expenditures,
    operating expenses and non-recurring acquisition-related charges;
    challenges in operating in other markets outside of the United
    States that are new to us; and
    unanticipated effects of export controls, exchange rate
    fluctuations, domestic and foreign political conditions or
    domestic and foreign economic conditions.   21




---



##### Table of Contents



WE MAY FAIL TO REALIZE THE EXPECTED COST SAVINGS, GROWTH
    OPPORTUNITIES AND OTHER BENEFITS ANTICIPATED FROM THE
    ACQUISITIONS OF THE FORMER MERCK GENERICS BUSINESS AND A
    CONTROLLING INTEREST IN MATRIX. ANY SUCH FAILURE MAY HAVE A
    MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND
    RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR
    COMMON STOCK TO DECLINE.
        WE HAVE GROWN AT A VERY RAPID PACE. OUR INABILITY TO PROPERLY
    MANAGE OR SUPPORT THIS GROWTH MAY HAVE A MATERIAL ADVERSE EFFECT
    ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS
    AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO
    DECLINE.
    OUR GLOBAL EXPANSION THROUGH THE ACQUISITIONS OF THE FORMER
    MERCK GENERICS BUSINESS AND A CONTROLLING INTEREST IN MATRIX
    EXPOSES US TO ADDITIONAL RISKS WHICH COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
    
    compliance with a variety of national and local laws of
    countries in which we do business, including restrictions on the
    import and export of certain intermediates, drugs and
    technologies; 22




---



##### Table of Contents




    changes in laws, regulations, and practices affecting the
    pharmaceutical industry and the healthcare system, including but
    not limited to imports, exports, manufacturing, cost, pricing,
    reimbursement, approval, inspection, and delivery of healthcare;
    fluctuations in exchange rates for transactions conducted in
    currencies other than the functional currency;
    adverse changes in the economies in which we operate as a result
    of a slowdown in overall growth, a change in government or
    economic liberalization policies, or financial, political or
    social instability in such countries that affects the markets in
    which we operate, particularly emerging markets;
    wage increases or rising inflation in the countries in which we
    operate;
    supply disruptions, and increases in energy and transportation
    costs;
    natural disasters, including droughts, floods and earthquakes in
    the countries in which we operate;
    communal disturbances, terrorist attacks, riots or regional
    hostilities in the countries in which we operate; and
    government uncertainty, including as a result of new or changed
    laws and regulations.    OUR FUTURE REVENUE GROWTH AND PROFITABILITY ARE DEPENDENT
    UPON OUR ABILITY TO DEVELOP AND/OR LICENSE, OR OTHERWISE
    ACQUIRE, AND INTRODUCE NEW PRODUCTS ON A TIMELY BASIS IN
    RELATION TO OUR COMPETITORS PRODUCT INTRODUCTIONS. OUR
    FAILURE TO DO SO SUCCESSFULLY COULD HAVE A MATERIAL ADVERSE
    EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF
    OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK
    TO DECLINE.
  and/or
  and/or
 23




---



##### Table of Contents



IF THE INTERCOMPANY TERMS OF CROSS BORDER ARRANGEMENTS WE
    HAVE AMONG OUR SUBSIDIARIES ARE DETERMINED TO BE INAPPROPRIATE,
    OUR TAX LIABILITY MAY INCREASE, WHICH COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
    OUR APPROVED PRODUCTS MAY NOT ACHIEVE EXPECTED LEVELS OF
    MARKET ACCEPTANCE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON
    OUR PROFITABILITY,
 24




---



##### Table of Contents



BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND
    COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.
    
    the availability of alternative products from our competitors;
    the price of our products relative to that of our competitors;
    the timing of our market entry;
    the ability to market our products effectively to the retail
    level; and
    the acceptance of our products by government and private
    formularies.    A RELATIVELY SMALL GROUP OF PRODUCTS MAY REPRESENT A
    SIGNIFICANT PORTION OF OUR NET REVENUES, GROSS PROFIT OR NET
    EARNINGS FROM TIME TO TIME. IF THE VOLUME OR PRICING OF ANY OF
    THESE PRODUCTS DECLINES, IT COULD HAVE A MATERIAL ADVERSE EFFECT
    ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS
    AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO
    DECLINE.
    WE FACE VIGOROUS COMPETITION FROM OTHER PHARMACEUTICAL
    MANUFACTURERS THAT THREATENS THE COMMERCIAL ACCEPTANCE AND
    PRICING OF OUR PRODUCTS. SUCH COMPETITION COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
    
    proprietary processes or delivery systems;
    larger research and development and marketing staffs;
    larger production capabilities in a particular therapeutic area;
    more experience in preclinical testing and human clinical trials;
    more products; or
    more experience in developing new drugs and greater financial
    resources, particularly with regard to manufacturers of branded
    products. 25




---



##### Table of Contents



BECAUSE THE PHARMACEUTICAL INDUSTRY IS HEAVILY REGULATED, WE
    FACE SIGNIFICANT COSTS AND UNCERTAINTIES ASSOCIATED WITH OUR
    EFFORTS TO COMPLY WITH APPLICABLE REGULATIONS. SHOULD WE FAIL TO
    COMPLY, WE COULD EXPERIENCE MATERIAL ADVERSE EFFECTS ON OUR
    BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS, AND THE
    MARKET VALUE OF OUR COMMON STOCK COULD DECLINE.
  and/or
        OUR REPORTING AND PAYMENT OBLIGATIONS UNDER THE MEDICARE
    AND/OR MEDICAID REBATE PROGRAM AND OTHER GOVERNMENTAL PURCHASING
    AND REBATE PROGRAMS
 26




---



##### Table of Contents



ARE COMPLEX AND MAY INVOLVE SUBJECTIVE DECISIONS THAT COULD
    CHANGE AS A RESULT OF NEW BUSINESS CIRCUMSTANCES, NEW REGULATORY
    GUIDANCE, OR ADVICE OF LEGAL COUNSEL. ANY DETERMINATION OF
    FAILURE TO COMPLY WITH THOSE OBLIGATIONS COULD SUBJECT US TO
    PENALTIES AND SANCTIONS WHICH COULD HAVE A MATERIAL ADVERSE
    EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF
    OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK COULD
    DECLINE.
  and/or Form 10-K
  and/or
  and/or and/or and/or
  WE EXPEND A SIGNIFICANT AMOUNT OF RESOURCES ON RESEARCH AND
    DEVELOPMENT EFFORTS THAT MAY NOT LEAD TO SUCCESSFUL PRODUCT
    INTRODUCTIONS. FAILURE TO SUCCESSFULLY INTRODUCE PRODUCTS INTO
    THE MARKET COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
    FINANCIAL POSITION AND RESULTS OF OPERATIONS, AND THE MARKET
    VALUE OF OUR COMMON STOCK COULD DECLINE.
  and/or
 27




---



##### Table of Contents



A SIGNIFICANT PORTION OF OUR NET REVENUES IS DERIVED FROM
    SALES TO A LIMITED NUMBER OF CUSTOMERS. ANY SIGNIFICANT
    REDUCTION OF BUSINESS WITH ANY OF THESE CUSTOMERS COULD HAVE A
    MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND
    RESULTS OF OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK
    COULD DECLINE.
    THE USE OF LEGAL, REGULATORY AND LEGISLATIVE STRATEGIES BY
    COMPETITORS, BOTH BRAND AND GENERIC, INCLUDING AUTHORIZED
    GENERICS AND CITIZENS PETITIONS, AS WELL AS THE
    POTENTIAL IMPACT OF PROPOSED LEGISLATION, MAY INCREASE OUR COSTS
    ASSOCIATED WITH THE INTRODUCTION OR MARKETING OF OUR GENERIC
    PRODUCTS, COULD DELAY OR PREVENT SUCH INTRODUCTION AND/OR COULD
    SIGNIFICANTLY REDUCE OUR PROFIT POTENTIAL. THESE FACTORS COULD
    HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
    
    entering into agreements whereby other generic companies will
    begin to market an authorized generic, a generic equivalent of a
    branded product, at the same time generic competition initially
    enters the market;
    filing citizens petitions with the FDA or other regulatory
    bodies, including timing the filings so as to thwart generic
    competition by causing delays of our product approvals;
    seeking to establish regulatory and legal obstacles that would
    make it more difficult to demonstrate bioequivalence;
    initiating legislative efforts to limit the substitution of
    generic versions of brand pharmaceuticals;
    filing suits for patent infringement that may delay regulatory
    approval of many generic products;
    introducing next-generation products prior to the
    expiration of market exclusivity for the reference product,
    which often materially reduces the demand for the first generic
    product for which we seek regulatory approval;
    obtaining extensions of market exclusivity by conducting
    clinical trials of brand drugs in pediatric populations or by
    other potential methods; 28




---



##### Table of Contents




    persuading regulatory bodies to withdraw the approval of brand
    name drugs for which the patents are about to expire, thus
    allowing the brand name company to obtain new patented products
    serving as substitutes for the products withdrawn; and
    seeking to obtain new patents on drugs for which patent
    protection is about to expire.      WE HAVE SUBSTANTIAL INDEBTEDNESS AND WILL BE REQUIRED TO
    APPLY A SUBSTANTIAL PORTION OF OUR CASH FLOW FROM OPERATIONS TO
    SERVICE OUR INDEBTEDNESS. OUR SUBSTANTIAL INDEBTEDNESS MAY HAVE
    A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION
    AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF
    OUR COMMON STOCK TO DECLINE.
    
    increasing our vulnerability to general adverse economic and
    industry conditions;
    requiring us to dedicate a substantial portion of our cash flow
    from operations and proceeds of any equity issuances to payments
    on our indebtedness, thereby reducing the availability of cash
    flow to fund working capital, capital expenditures, acquisitions
    and investments and other general corporate purposes;
    making it difficult for us to optimally capitalize and manage
    the cash flow for our businesses;
    limiting our flexibility in planning for, or reacting to,
    changes in our businesses and the markets in which we operate;
    making it difficult for us to meet the leverage and interest
    coverage ratios required by our Senior Credit Agreement;
    limiting our ability to borrow money or sell stock to fund our
    working capital, capital expenditures, acquisitions and debt
    service requirements and other financing needs;
    increasing our vulnerability to increases in interest rates in
    general because a substantial portion of our indebtedness bears
    interest at floating rates;
    requiring us to sell assets in order to pay down debt; and
    placing us at a competitive disadvantage to our competitors that
    have less debt.   29




---



##### Table of Contents



WE MAY DECIDE TO SELL ASSETS WHICH COULD ADVERSELY AFFECT OUR
    PROSPECTS AND OPPORTUNITIES FOR GROWTH, OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
  and/or
  OUR CREDIT FACILITIES AND ANY ADDITIONAL INDEBTEDNESS WE
    INCUR IN THE FUTURE IMPOSE, OR MAY IMPOSE, SIGNIFICANT OPERATING
    AND FINANCIAL RESTRICTIONS, WHICH MAY PREVENT US FROM
    CAPITALIZING ON BUSINESS OPPORTUNITIES. THESE FACTORS COULD HAVE
    A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION
    AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF
    OUR COMMON STOCK TO DECLINE.
    WE DEPEND ON THIRD-PARTY SUPPLIERS AND DISTRIBUTORS FOR THE
    RAW MATERIALS, PARTICULARLY THE CHEMICAL COMPOUND(S) COMPRISING
    THE ACTIVE PHARMACEUTICAL INGREDIENT, THAT WE USE TO MANUFACTURE
    OUR PRODUCTS AS WELL AS CERTAIN FINISHED GOODS. A PROLONGED
    INTERRUPTION IN THE SUPPLY OF SUCH PRODUCTS COULD HAVE A
    MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND
    RESULTS OF OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK
    COULD DECLINE.
     30




---



##### Table of Contents



OUR EFFORTS TO TRANSITION THE FORMER MERCK GENERICS BUSINESS
    SUBSIDIARIES AWAY FROM THE MERCK NAME INVOLVE INHERENT RISKS AND
    MAY RESULT IN GREATER THAN EXPECTED COSTS OR IMPEDIMENTS, WHICH
    COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
    OUR BUSINESS IS HIGHLY DEPENDENT UPON MARKET PERCEPTIONS OF
    US, OUR BRANDS AND THE SAFETY AND QUALITY OF OUR PRODUCTS. OUR
    BUSINESS OR BRANDS COULD BE SUBJECT TO NEGATIVE PUBLICITY, WHICH
    COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
    WE HAVE A LIMITED NUMBER OF MANUFACTURING FACILITIES
    PRODUCING A SUBSTANTIAL PORTION OF OUR PRODUCTS. PRODUCTION AT
    ANY ONE OF THESE FACILITIES COULD BE INTERRUPTED, WHICH COULD
    HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
 31




---



##### Table of Contents



WE MAY EXPERIENCE DECLINES IN THE SALES VOLUME AND PRICES OF
    OUR PRODUCTS AS THE RESULT OF THE CONTINUING TREND TOWARD
    CONSOLIDATION OF CERTAIN CUSTOMER GROUPS, SUCH AS THE WHOLESALE
    DRUG DISTRIBUTION AND RETAIL PHARMACY INDUSTRIES, AS WELL AS THE
    EMERGENCE OF LARGE BUYING GROUPS. THE RESULT OF SUCH
    DEVELOPMENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
    BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD
    CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.
    OUR COMPETITORS, INCLUDING BRANDED PHARMACEUTICAL COMPANIES,
    OR OTHER THIRD-PARTIES MAY ALLEGE THAT WE ARE INFRINGING THEIR
    INTELLECTUAL PROPERTY, FORCING US TO EXPEND SUBSTANTIAL
    RESOURCES IN RESULTING LITIGATION, THE OUTCOME OF WHICH IS
    UNCERTAIN. ANY UNFAVORABLE OUTCOME OF SUCH LITIGATION COULD HAVE
    A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION
    AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF
    OUR COMMON STOCK TO DECLINE.
      WE MAY EXPERIENCE REDUCTIONS IN THE LEVELS OF
    REIMBURSEMENT FOR PHARMACEUTICAL PRODUCTS BY GOVERNMENTAL
    AUTHORITIES, HMOS OR OTHER THIRD-PARTY PAYERS. IN ADDITION, THE
    USE OF TENDER SYSTEMS COULD REDUCE PRICES FOR OUR
 32




---



##### Table of Contents



PRODUCTS OR REDUCE OUR MARKET OPPORTUNITIES. ANY SUCH
    REDUCTIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
    FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE
    MARKET VALUE OF OUR COMMON STOCK TO DECLINE.
            LEGISLATIVE OR REGULATORY PROGRAMS THAT MAY INFLUENCE PRICES
    OF PHARMACEUTICAL PRODUCTS COULD HAVE A MATERIAL ADVERSE EFFECT
    ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS
    AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO
    DECLINE.
  and/or and/or
 33




---



##### Table of Contents



WE ARE INVOLVED IN VARIOUS LEGAL PROCEEDINGS AND CERTAIN
    GOVERNMENT INQUIRIES AND MAY EXPERIENCE UNFAVORABLE OUTCOMES OF
    SUCH PROCEEDINGS OR INQUIRIES, WHICH COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
        and/or
  WE ENTER INTO VARIOUS AGREEMENTS IN THE NORMAL COURSE OF
    BUSINESS WHICH PERIODICALLY INCORPORATE PROVISIONS WHEREBY WE
    INDEMNIFY THE OTHER PARTY TO THE AGREEMENT. IN THE EVENT THAT WE
    WOULD HAVE TO PERFORM UNDER THESE INDEMNIFICATION PROVISIONS, IT
    COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
   34




---



##### Table of Contents



OUR FUTURE SUCCESS IS HIGHLY DEPENDENT ON OUR CONTINUED
    ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL. ANY FAILURE TO
    ATTRACT AND RETAIN KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE
    EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF
    OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK
    TO DECLINE.
    WE ARE IN THE PROCESS OF ENHANCING AND FURTHER DEVELOPING OUR
    GLOBAL ENTERPRISE RESOURCE PLANNING SYSTEMS AND ASSOCIATED
    BUSINESS APPLICATIONS. AS WITH ANY ENHANCEMENTS OF SIGNIFICANT
    SYSTEMS, DIFFICULTIES ENCOUNTERED COULD RESULT IN BUSINESS
    INTERRUPTIONS, AND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
    BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD
    CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.
    ANY FUTURE ACQUISITIONS OR DIVESTITURES WOULD INVOLVE A
    NUMBER OF INHERENT RISKS. THESE RISKS COULD CAUSE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
     35




---



##### Table of Contents



MATRIX, AN IMPORTANT PART OF OUR BUSINESS, IS LOCATED IN
    INDIA AND IT IS SUBJECT TO REGULATORY, ECONOMIC, SOCIAL AND
    POLITICAL UNCERTAINTIES IN INDIA. THESE RISKS COULD CAUSE A
    MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND
    RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR
    COMMON STOCK TO DECLINE.
      and/or
  MOVEMENTS IN FOREIGN CURRENCY EXCHANGE RATES COULD HAVE A
    MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND
    RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR
    COMMON STOCK TO DECLINE.
    IF WE OR ANY PARTNER FAIL TO ADEQUATELY PROTECT OR ENFORCE
    OUR INTELLECTUAL PROPERTY RIGHTS, THEN WE COULD LOSE REVENUE
    UNDER OUR LICENSING AGREEMENTS OR LOSE SALES TO GENERIC COPIES
    OF OUR BRANDED PRODUCTS. THESE RISKS COULD CAUSE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
   36




---



##### Table of Contents



and/or
  OUR SPECIALTY BUSINESS DEVELOPS, FORMULATES, MANUFACTURES AND
    MARKETS BRANDED PRODUCTS THAT ARE SUBJECT TO RISKS. THESE RISKS
    COULD CAUSE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL
    POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET
    VALUE OF OUR COMMON STOCK TO DECLINE.
    
    limited patent life, or the loss of patent protection;
    competition from generic products;
    reductions in reimbursement rates by third-party payors;
    importation by consumers;
    product liability;
    drug development risks arising from typically greater research
    and development investments than generics; and
    unpredictability with regard to establishing a market.    WE MUST MAINTAIN ADEQUATE INTERNAL CONTROLS AND BE ABLE, ON
    AN ANNUAL BASIS, TO PROVIDE AN ASSERTION AS TO THE EFFECTIVENESS
    OF SUCH CONTROLS. FAILURE TO MAINTAIN ADEQUATE INTERNAL CONTROLS
    OR TO IMPLEMENT NEW OR IMPROVED CONTROLS COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
   37




---



##### Table of Contents



THE TOTAL AMOUNT OF INDEBTEDNESS RELATED TO OUR OUTSTANDING
    CASH CONVERTIBLE NOTES WILL INCREASE IF OUR STOCK PRICE
    INCREASES. IN ADDITION, OUR OUTSTANDING SENIOR
    NOTES SETTLEMENT VALUE INCREASES AS OUR STOCK PRICE
    INCREASES, ALTHOUGH WE DO NOT ACCOUNT FOR THIS AS AN INCREASE IN
    INDEBTEDNESS. ALSO, WE HAVE ENTERED INTO NOTE HEDGES AND
    WARRANT TRANSACTIONS IN CONNECTION WITH THE SENIOR CONVERTIBLE
    NOTES AND CASH CONVERTIBLE NOTES IN ORDER TO HEDGE
    SOME OF THE RISK ASSOCIATED WITH THE POTENTIAL INCREASE OF
    INDEBTEDNESS AND SETTLEMENT VALUE. SUCH TRANSACTIONS HAVE BEEN
    CONSUMMATED WITH CERTAIN COUNTERPARTIES, MAINLY HIGHLY RATED
    FINANCIAL INSTITUTIONS. ANY INCREASE IN INDEBTEDNESS, NET
    EXPOSURE RELATED TO THE RISK OR FAILURE OF ANY COUNTERPARTIES TO
    PERFORM THEIR OBLIGATIONS, COULD HAVE ADVERSE EFFECTS ON US,
    INCLUDING UNDER OUR DEBT AGREEMENTS, AND COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
       38




---



##### Table of Contents



THERE ARE INHERENT UNCERTAINTIES INVOLVED IN ESTIMATES,
    JUDGMENTS AND ASSUMPTIONS USED IN THE PREPARATION OF FINANCIAL
    STATEMENTS IN ACCORDANCE WITH GAAP. ANY FUTURE CHANGES IN
    ESTIMATES, JUDGMENTS AND ASSUMPTIONS USED OR NECESSARY REVISIONS
    TO PRIOR ESTIMATES, JUDGMENTS OR ASSUMPTIONS OR CHANGES IN
    ACCOUNTING STANDARDS COULD LEAD TO A RESTATEMENT OR REVISION TO
    PREVIOUSLY CONSOLIDATED FINANCIAL STATEMENTS WHICH COULD HAVE A
    MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND
    RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR
    COMMON STOCK TO DECLINE.
    WE ARE SUBJECT TO THE U.S. FOREIGN CORRUPT PRACTICES ACT AND
    SIMILAR WORLDWIDE ANTI-BRIBERY LAWS, WHICH IMPOSE RESTRICTIONS
    AND MAY CARRY SUBSTANTIAL PENALTIES. ANY VIOLATIONS OF THESE
    LAWS, OR ALLEGATIONS OF SUCH VIOLATIONS, COULD HAVE A MATERIAL
    ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS
    OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON
    STOCK TO DECLINE.
    ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2. Properties
   39




---



##### Table of Contents



Primary Segment

Location

Status

Primary UseGenerics Segment

North Carolina

Owned

Distribution, WarehousingWest Virginia

Owned

Manufacturing, R&D, Warehousing, AdministrativeIllinois

Owned

Manufacturing, Warehousing, AdministrativeTexas

Owned

Manufacturing, WarehousingVermont

Owned

Manufacturing, R&D, Warehousing, AdministrativePuerto Rico

Owned

Manufacturing, Warehousing, AdministrativeGermany

Leased

Administrative, WarehousingFrance

Owned

ManufacturingLeased

AdministrativeUnited Kingdom

Leased

Manufacturing, R&D, Warehousing, AdministrativeIreland

Owned

Manufacturing, Distribution, Warehousing, AdministrativeLeased

WarehousingAustralia

Owned

Manufacturing, R&D, Distribution, Warehousing,
    AdministrativeLeased

R&D, Manufacturing, Warehousing, AdministrativeNetherlands

Leased

Distribution, R&D, Warehousing, AdministrativeCanada

Owned

Manufacturing, R&D, Distribution, Warehousing,
    AdministrativeLeased

Distribution, WarehousingNew Zealand

Leased

Distribution, Warehousing, AdministrationIndia

Owned

Manufacturing, R&D, Distribution, Warehousing,
    AdministrativeJapan

Owned

Manufacturing, R&D, Administrative, WarehousingLeased

Warehousing, AdministrativeSpecialty Segment

California

Owned

Manufacturing, R&D, Warehousing, Administrative,
    DistributionTexas

Leased

Distribution, WarehousingMatrix Segment

China

Owned

Manufacturing, Warehousing, AdministrativeLeased

ManufacturingIndia

Owned

Manufacturing, R&D, Warehousing, AdministrativeLeased

R&D, AdministrativeBelgium

Leased

Warehousing, AdministrativeNetherlands

Leased

Warehousing, AdministrativeLuxembourg

Leased

Warehousing, AdministrativeCorporate/Other

Pennsylvania

Owned

AdministrativeNew Jersey

Leased

AdministrativeNew York

Leased

Administrative  40




---



##### Table of Contents



ITEM 3.
    Legal
    Proceedings    Omeprazole
    Lorazepam
    and Clorazepate
   41




---



##### Table of Contents



Pricing
    and Medicaid Litigation
    and/or and/or and/or and/or and/or
     42




---



##### Table of Contents



Modafinil
    Antitrust Litigation and FTC Inquiry
    Levetiracetam
   43




---



##### Table of Contents



Digitek®

    Recall
  ®
  Pioglitazone
    Litigation
    related to the former Merck Generics Business
  Generics UK Ltd.
  Other
    Litigation
    ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   44




---



##### Table of Contents



PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Calendar Year Ended
    December 31, 2008

High


LowThree months ended March 31, 2008

$
15.49


$
10.04Three months ended June 30, 2008


13.54



10.90Three months ended September 30, 2008


14.45



10.67Three months ended December 31, 2008


11.55



5.75   Twelve Months Ended
    December 31, 2007

High


LowThree months ended March 31, 2007

$
22.75


$
19.18Three months ended June 30, 2007


22.90



17.95Three months ended September 30, 2007


18.34



13.88Three months ended December 31, 2007


17.30



12.93         Number of SecuritiesRemaining Available forNumber of Securities to be


Weighted-Average Exercise


Future Issuance UnderIssued upon Exercise of


Price of Outstanding


Equity Compensation PlansOutstanding Options,


Options, Warrants and


(excluding securities reflectedPlan Category

Warrants and Rights


Rights


in column (a))Equity compensation plans approved by security holders


25,760,799


$
13.93



20,715,362Equity compensation plans not approved by security holders










Total


25,760,799


$
13.93



20,715,362        45




---



##### Table of Contents



STOCK
    PERFORMANCE GRAPH
    
  *
    
    $100 invested on 3/31/03 in stock or index-including
    reinvestment of dividends.  3/03



3/04



3/05



3/06



3/07



12/07



12/08Mylan Inc.



100.00




119.11




93.46




124.88




114.15




76.17




53.58S&P 500



100.00




135.12




144.16




161.07




180.13




188.81




118.96Dow Jones US Pharmaceuticals



100.00




106.38




99.28




101.24




112.57




117.27




95.99  46




---



##### Table of Contents



ITEM 6.
    Selected
    Financial Data  Form 10-K.
  Calendar Year
    Ended(1)


Nine Months
    Ended(2)


Fiscal Year Ended March 31,December 31, 2008


December 31, 2007


2007(3)


2006(4)


2005(4)(In thousands, except per share
    amounts)Statements of Operations:Total revenues

$
5,137,585


$
2,178,761


$
1,611,819


$
1,257,164


$
1,253,374Cost of sales


3,067,364



1,304,313



768,151



629,548



629,834Gross profit


2,070,221



874,448



843,668



627,616



623,540Operating expenses:Research and development


317,217



146,063



103,692



102,431



88,254Acquired in-process research and development






1,269,036



147,000







Goodwill impairment


385,000















Selling, general and administrative


1,053,485



449,598



215,538



225,380



259,105Litigation settlements, net


16,634



(1,984
)


(50,116
)


12,417



(25,990
)Earnings (loss) from operations


297,885



(988,265
)


427,554



287,388



302,171Interest expense


357,045



179,410



52,276



31,285



Other income, net


11,337



86,611



50,234



18,502



10,076(Loss) earnings before income taxes and minority interest


(47,823
)


(1,081,064
)


425,512



274,605



312,247Income tax provision


137,423



60,073



208,017



90,063



108,655Minority interest (income) expense


(4,031
)


(3,112
)


211







Net (loss) earnings before preferred dividends


(181,215
)


(1,138,025
)


217,284



184,542



203,592Preferred dividends


139,035



15,999











Net (loss) earnings available to common shareholders

$
(320,250
)

$
(1,154,024
)

$
217,284


$
184,542


$
203,592Selected Balance Sheet data:Total assets

$
10,409,859


$
11,353,176


$
4,253,867


$
1,870,526


$
2,135,673Working capital


1,630,023



1,056,950



1,711,509



926,650



1,282,945Short-term borrowings


151,109



144,355



108,259







Long-term debt, including current portion of long-term debt


5,168,800



5,112,094



1,776,362



687,938



Total shareholders equity


2,703,509



3,403,426



1,648,860



787,651



1,845,936Per common share data:(Loss) earnings available to common shareholdersBasic

$
(1.05
)

$
(4.49
)

$
1.01


$
0.80


$
0.76Diluted

$
(1.05
)

$
(4.49
)

$
0.99


$
0.79


$
0.74Cash dividends declared and paid

$



$
0.06


$
0.24


$
0.24


$
0.12Weighted average common shares outstanding:Basic


304,360



257,150



215,096



229,389



268,985Diluted


304,360



257,150



219,120



234,209



273,621     (1)

    
    Calendar year 2008 cost of sales includes approximately
    $415.6 million (pre-tax) related to the amortization of
    purchased intangibles and the amortization of the inventory
    step-up
    primarily associated with the former Merck Generics business and
    Matrix acquisitions. Calendar year 2008 also includes a non-cash
    goodwill impairment loss of $385.0 million (pre-tax and
    after tax) and non-cash impairment charges on certain other
    assets of $72.5 million (pre-tax). 47




---



##### Table of Contents



(2)

    
    The nine months ended December 31, 2007 includes the
    results of the former Merck Generics business acquisition from
    October 2, 2007. In addition to the write-off of acquired
    in-process research and development of $1.27 billion
    (pre-tax and after tax), cost of sales includes approximately
    $148.9 million (pre-tax) related to the amortization of
    purchased intangibles and the amortization of the inventory
    step-up
    primarily associated with the former Merck Generics business and
    Matrix acquisitions.(3)

    
    Fiscal year 2007 includes the results of the Matrix acquisition
    from January 8, 2007. In addition to the write-off of
    acquired in-process research and development of
    $147.0 million (pre-tax and after tax), cost of sales
    includes approximately $17.6 million (pre-tax) related to
    the amortization of intangibles and the inventory
    step-up
    primarily associated with the acquisition.(4)

    
    Fiscal year 2006 and fiscal year 2005 do not include stock-based
    compensation expense as required by SFAS No. 123
    (revised 2004), as the adoption of this standard did not occur
    until April 1, 2006 and the Company elected the prospective
    method.  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Form 10-K Form 10-K.
  Executive
    Overview
    Disclosures about Segments of an Enterprise and
    Related Information
   48




---



##### Table of Contents



Change in
    Fiscal Year
    
    calendar year 2008  January 1, 2008
    through December 31, 2008;
    calendar year 2007 or comparable twelve-month
    period  January 1, 2007 through
    December 31, 2007;
    transition period  April 1, 2007
    through December 31, 2007;
    comparable nine-month period 
    April 1, 2006 through December 31, 2006; and
    fiscal 2007  April 1, 2006 through
    March 31, 2007.      Bystolic®
         49




---



##### Table of Contents



Issuance
    of Cash Convertible Notes
      Goodwill
    Impairment
  ®
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Goodwill and Other Intangible Assets
      Income Approach:
  Market-Based Approach:
 50




---



##### Table of Contents



Levetiracetam
    Launch
  ®
  Other
    Product Opportunities
  ®
 51




---



##### Table of Contents



Financial
    Summary
      Calendar
    Year 2008:
  
    The recognition of $468.1 million (pre-tax) of deferred
    revenue related to Mylans sale of the product rights of
    Bystolic;
    $415.6 million (pre-tax), which consisted primarily of
    incremental amortization related to purchased intangible assets
    and the amortization of the inventory
    step-up
    associated with the acquisition of the former Merck Generics
    business;
    Non-cash impairment loss on the goodwill of the Specialty
    Segment of $385.0 million (pre-tax and after-tax);
    Non-cash impairment charges of $72.5 million (pre-tax) on
    certain other assets;
    A $139.0 million (pre-tax and after-tax) dividend on the
    6.5% mandatory convertible preferred stock; and
    A full twelve months of results from the former Merck Generics
    business in calendar year 2008 as compared to three months in
    calendar year 2007.  Calendar
    Year 2007:
  
    The write-off of acquired in-process research and development
    related to the acquisition of the former Merck Generics business
    in the amount of $1.27 billion (pre-tax and after-tax);
    The write-off of acquired in-process research and development
    related to the acquisition of Matrix of $147.0 (pre-tax and
    after-tax);
    Charges totaling $57.2 million (pre-tax) related to early
    repayment of certain debt and financing fees;
    Net gains of $85.0 million (pre-tax) on foreign currency
    exchange contracts, primarily a foreign currency option contract
    related to the purchase price for the former Merck Generics
    business acquisition;
    $170.8 million (pre-tax), which consisted primarily of
    incremental amortization expense related to purchased intangible
    assets and the amortization of the inventory
    step-up
    associated with the acquisitions of the former Merck Generics
    business and Matrix; and
    A $16.0 million (pre-tax and after-tax) dividend on the
    6.5% mandatory convertible preferred stock.   52




---



##### Table of Contents



Results
    of Operations
  Calendar Year December 31,


Nine Months December 31,


Fiscal Year2008


2007


2007


2006


March 31, 2007(Unaudited)





(Unaudited)(In thousands, except per share amounts)Revenues:Net revenues

$
4,631,237


$
2,646,643


$
2,162,943


$
1,103,247


$
1,586,947Other revenues


506,348



19,380



15,818



21,310



24,872Total revenues


5,137,585



2,666,023



2,178,761



1,124,557



1,611,819Cost of sales


3,067,364



1,556,728



1,304,313



515,736



768,151Gross profit


2,070,221



1,109,295



874,448



608,821



843,668Operating expenses:Research and development


317,217



182,911



146,063



66,844



103,692Acquired in-process research anddevelopment






1,416,036



1,269,036







147,000Goodwill impairment


385,000















Selling, general and administrative


1,053,485



512,352



449,598



152,784



215,538Litigation settlements, net


16,634



(5,946
)


(1,984
)


(46,154
)


(50,116
)Total operating expenses


1,772,336



2,105,353



1,862,713



173,474



416,114Earnings (loss) from operations


297,885



(996,058
)


(988,265
)


435,347



427,554Interest expense


357,045



200,394



179,410



31,292



52,276Other income, net


11,337



97,060



86,611



39,785



50,234(Loss) earnings before income taxes and minority interest


(47,823
)


(1,099,392
)


(1,081,064
)


443,840



425,512Income tax provision


137,423



112,823



60,073



155,267



208,017(Loss) earnings before minority interest


(185,246
)


(1,212,215
)


(1,141,137
)


288,573



217,495Minority interest (income) expense


(4,031
)


(2,901
)


(3,112
)






211Net (loss) earnings before preferred dividends


(181,215
)


(1,209,314
)


(1,138,025
)


288,573



217,284Preferred dividends


139,035



15,999



15,999







Net (loss) earnings available to commonshareholders

$
(320,250
)

$
(1,225,313
)

$
(1,154,024
)

$
288,573


$
217,284(Loss) earnings per common share:Basic

$
(1.05
)

$
(4.91
)

$
(4.49
)

$
1.37


$
1.01Diluted

$
(1.05
)

$
(4.91
)

$
(4.49
)

$
1.34


$
0.99Weighted average common shares outstanding:Basic


304,360



249,652



257,150



211,075



215,096Diluted


304,360



249,652



257,150



215,275



219,120   Calendar
    Year 2008 Compared to Calendar Year 2007
  Total
    Revenues and Gross Profit
   53




---



##### Table of Contents



Application
    of Critical Accounting Policies
  step-up
    Generics
    Segment
    ®
   54




---



##### Table of Contents



Specialty
    Segment
  ®
    Matrix
    Segment
   55




---



##### Table of Contents



Operating
    Expenses
      build-up
    Litigation
    Settlements, net
    Interest
    Expense
    Other
    Income, net
  mark-to-market
  available-for-sale
 56




---



##### Table of Contents



Income
    Tax Expense
    Transition
    Period Ended December 31, 2007 Compared to Nine-Month
    Period Ended December 31, 2006
    Total
    Revenues and Gross Profit
    ®
  Application of Critical
    Accounting Policies
  step-up
    Generics
    Segment
   57




---



##### Table of Contents



first-to-market
           58




---



##### Table of Contents



Specialty
    Segment
  ®
        Matrix
    Segment
      Operating
    Expenses
        build-up
 59




---



##### Table of Contents



Litigation,
    net
    Interest
    Expense
  Liquidity and Capital
    Resources
  Other
    Income, net
  Accounting for
    Derivative Instruments and Hedging Activities, as amended
      Income
    Tax Expense
    Fiscal
    2007 Overview
  Total
    Revenues and Gross Profit
     60




---



##### Table of Contents



step-up
    Operating
    Expenses
        Litigation,
    net
    Interest
    Expense
   61




---



##### Table of Contents



Other
    Income, net
    Liquidity
    and Capital Resources
      available-for-sale
           62




---



##### Table of Contents



Accounting for Costs Associated with
    Exit or Disposal Activities
        U.S.


Euro


U.S.


Euro


Senior


CashTranche A


Tranche A


Tranche B


Tranche B


Convertible


ConvertibleTerm Loans


Term Loans


Term Loans


Term Loans


Notes


Notes


Total(In thousands)2009

$



$



$



$



$



$



$
2010


46,875



73,003



25,560



7,292











152,7302011


62,500



97,338



25,560



7,292











192,6902012


78,125



121,672



25,560



7,292



600,000







832,6492013


78,125



121,671



25,560



7,292











232,6482014










2,402,640



685,415











3,088,055Thereafter






















655,442



655,442Total

$
265,625


$
413,684


$
2,504,880


$
714,583


$
600,000


$
655,442


$
5,154,214    63




---



##### Table of Contents



Contractual
    Obligations
    Less than


One-Three


Three-Five(in thousands)

Total


One Year


Years


Years


ThereafterOperating leases

$
154,336


$
30,081


$
43,408


$
22,942


$
57,905Total debt


5,168,800



3,381



354,290



1,067,449



3,743,680Scheduled interest payments


1,187,199



237,246



454,980



392,610



102,363Preferred dividends


278,070



139,035



139,035







$
6,788,405


$
409,743


$
991,713


$
1,483,001


$
3,903,948                 and/or
 64




---



##### Table of Contents



Impact of
    Currency Fluctuations and Inflation
    Application
    of Critical Accounting Policies
      Net
    Revenue Provisions
      Current ProvisionChecks/Credits


Related to Sales


Effects ofBalance at


Issued to Third


Made in the


Foreign


Balance at(in thousands)

12/31/2007


Parties


Current Period


Exchange


12/31/2008Chargebacks

$
215,272


$
(1,485,012
)

$
1,456,089


$
(3,537
)

$
182,812Promotions and indirect rebates

$
302,495


$
(724,742
)

$
753,746


$
(14,285
)

$
317,214Returns

$
90,689


$
(73,591
)

$
66,726


$
(2,529
)

$
81,295      65




---



##### Table of Contents



Price Adjustments
  Returns over-the-counter case-by-case
  Chargebacks
   66




---



##### Table of Contents



Intangible
    Assets and Goodwill
      and/or
    Income
    Taxes
  Accounting for Uncertainty in Income Taxes 
    an Interpretation of FASB Statement 109
   67




---



##### Table of Contents



Legal
    Matters
    Recent
    Accounting Pronouncements
  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities No. EITF 03-6-1). No. EITF 03-6-1 states No. EITF 03-6-1 No. EITF 03-6-01
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement) 14-1). paid-in-capital 14-1 14-1
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets No. FAS 142-3). No. FAS 142-3 Business Combinations No. FAS 142-3 No. FAS 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
 68




---



##### Table of Contents



No. 07-5, Determining Whether an Instrument (or Embedded Feature) is
    Indexed to an Entitys Own Stock No. 07-5). No. 07-5 states paragraphs 6-9 No. 07-5
  The Fair Value Option for Financial
    Assets and Financial Liabilities  including an
    amendment of FASB Statement No. 115 instrument-by-instrument Accounting for Certain Investments in
    Debt and Equity Securities
  Hedging 
    General: Issues Involving the Application of the Shortcut Method
    under Paragraph 58
    Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51 Consolidated Financial Statements,
 69




---



##### Table of Contents



No. 06-10, Accounting for Collateral Assignment Split-Dollar Life
    Insurance Arrangements No. 06-10). No. 06-10, No. 06-10 No. 06-10 No. 06-10,
  No. 06-04, Accounting for Deferred Compensation and Postretirement
    Benefit Aspects of Endorsed Split-Dollar Life Insurance
    Arrangements No. 06-4), No. 06-04 No. 06-04
  ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Liquidity and Capital
    Resources
  Foreign
    Currency Exchange Risk
         70




---



##### Table of Contents




    foreign currency forward-exchange contracts  net
    present values
    foreign currency denominated receivables, payables, debt and
    loans  changes in exchange rates      Interest
    Rate and Long-Term Debt Risk
        Investments
  available-for-sale
  available-for-sale available-for-sale available-for-sale available-for-sale available-for-sale
 71




---



##### Table of Contents



ITEM 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements and
    Supplementary Financial Information
  PageConsolidated Balance Sheets as of
    December 31, 2008 and December 31, 2007


73Consolidated Statements of Operations for the
    Calendar Year Ended December 31, 2008, Nine Months Ended
    December 31, 2007, and Fiscal Year Ended March 31,
    2007


74Consolidated Statements of Shareholders
    Equity for the Calendar Year Ended December 31, 2008, Nine
    Months Ended December 31, 2007, and Fiscal Year Ended
    March 31, 2007


75Consolidated Statements of Cash Flows for the
    Calendar Year Ended December 31, 2008, Nine Months Ended
    December 31, 2007, and Fiscal Year Ended March 31,
    2007


77Notes to Consolidated Financial Statements


78Managements Report on Internal Control over
    Financial Reporting


120Reports of Independent Registered Public
    Accounting Firm


121Supplementary Financial Information


123   72




---



##### Table of Contents



MYLAN
    INC. AND SUBSIDIARIESConsolidated Balance Sheets
   December 31, 2008


December 31, 2007AssetsCurrent assets:Cash and cash equivalents

$
557,147


$
484,202Restricted cash


40,309



Available-for-sale
    securities


42,260



91,361Accounts receivable, net


1,164,613



1,132,121Inventories


1,065,990



1,063,840Deferred income tax benefit


199,278



192,113Prepaid expenses and other current assets


105,076



95,664Total current assets


3,174,673



3,059,301Property, plant and equipment, net


1,063,996



1,102,932Intangible assets, net


2,453,161



2,978,706Goodwill


3,161,580



3,855,971Deferred income tax benefit


16,493



18,703Other assets


539,956



337,563Total assets

$
10,409,859


$
11,353,176Liabilities and shareholders equityLiabilitiesCurrent liabilities:Trade accounts payable

$
585,711


$
608,070Short-term borrowings


151,109



144,355Income taxes payable


92,158



169,518Current portion of long-term debt and other long-term obligations


5,099



410,934Deferred income tax liability


1,935



24,344Other current liabilities


708,638



645,130Total current liabilities


1,544,650



2,002,351Deferred revenue


18,021



122,870Long-term debt


5,165,419



4,706,716Other long-term obligations


404,031



206,672Deferred income tax liability


545,121



876,816Total liabilities


7,677,242



7,915,425Minority interest


29,108



34,325Shareholders equityPreferred stock  par value $0.50 per shareShares authorized: 5,000,000 as of December 31, 2008 and
    2007Shares issued: 2,139,000 as of December 31, 2008 and 2007


1,070



1,070Common stock  par value $0.50 per shareShares authorized: 600,000,000 as of December 31, 2008 and
    2007Shares issued: 395,368,062 and 395,260,355 as of
    December 31, 2008 and 2007


197,684



197,630Additional paid-in capital


3,873,743



3,785,729Retained earnings


594,352



922,857Accumulated other comprehensive (loss) earnings


(380,802
)


83,0444,286,047



4,990,330Less treasury stock  at costShares: 90,635,441 and 90,885,188 as of December 31, 2008
    
    and 2007


1,582,538



1,586,904Total shareholders equity


2,703,509



3,403,426Total liabilities and shareholders equity

$
10,409,859


$
11,353,176   See Notes to Consolidated Financial Statements
 73




---



##### Table of Contents



MYLAN
    INC. AND SUBSIDIARIESConsolidated Statements of Operations (in
    thousands, except per share amounts)
  Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,
    2008


December 31,
    2007


March 31, 2007Revenues:Net revenues

$
4,631,237


$
2,162,943


$
1,586,947Other revenues


506,348



15,818



24,872Total revenues


5,137,585



2,178,761



1,611,819Cost of sales


3,067,364



1,304,313



768,151Gross profit


2,070,221



874,448



843,668Operating expenses:Research and development


317,217



146,063



103,692Acquired in-process research and development






1,269,036



147,000Goodwill impairment


385,000







Selling, general and administrative


1,053,485



449,598



215,538Litigation settlements, net


16,634



(1,984
)


(50,116
)Total operating expenses


1,772,336



1,862,713



416,114Earnings (loss) from operations


297,885



(988,265
)


427,554Interest expense


357,045



179,410



52,276Other income, net


11,337



86,611



50,234(Loss) earnings before income taxes and minority interest


(47,823
)


(1,081,064
)


425,512Income tax provision


137,423



60,073



208,017(Loss) earnings before minority interest


(185,246
)


(1,141,137
)


217,495Minority interest (income) expense


(4,031
)


(3,112
)


211Net (loss) earnings before preferred dividends


(181,215
)


(1,138,025
)


217,284Preferred dividends


139,035



15,999



Net (loss) earnings available to common shareholders

$
(320,250
)

$
(1,154,024
)

$
217,284(Loss) earnings per common share:Basic

$
(1.05
)

$
(4.49
)

$
1.01Diluted

$
(1.05
)

$
(4.49
)

$
0.99Weighted average common shares outstanding:Basic


304,360



257,150



215,096Diluted


304,360



257,150



219,120   See Notes to Consolidated Financial Statements
 74




---



##### Table of Contents



MYLAN
    INC. AND SUBSIDIARIESConsolidated Statements of Shareholders
    Equity (in
    thousands, except share and per share amounts)
  AccumulatedAdditional











Other


TotalComprehensive



Preferred Stock


Common Stock


Paid-In


Retained


Treasury Stock


Comprehensive


ShareholdersEarnings (Loss)



Shares


Cost


Shares


Cost


Capital


Earnings


Shares


Cost


Earnings


EquityBalance at March 31, 2006














$




309,150,251


$
154,575


$
418,954


$
1,939,045



(98,971,431
)

$
(1,727,373
)

$
2,450


$
787,651Net earnings





$
217,284
























217,284















217,284Foreign currency translation adjustment






1,266




































1,266



1,266Net unrealized loss on marketable securities,net of tax


(1,569
)Reclassification for losses included in net earnings


669



(900
)



































(900
)


(900
)Other comprehensive earnings






366Comprehensive earnings






217,650Issuance of common stock, net



















26,162,500



13,081



476,015



















489,096Stock options exercised, net of shares tendered for payment



















4,048,450



2,025



47,242



















49,267Sale of warrants



























45,360



















45,360Issuance of restricted stock, net of shares withheld



























(2,526
)






(35,665
)


(1,716
)






(4,242
)Shares issued for the acquisition of Matrix



























23,045







8,058,139



140,696







163,741Purchase of bond hedge, net of tax of $44,100



























(81,900
)


















(81,900
)Stock-based compensation expense



























22,156



















22,156Tax benefit of stock option plans



























14,419



















14,419Dividends declared ($0.24 per share)































(53,047
)














(53,047
)Adjustment to intitially adopt SFAS No. 158, netof tax of $751











































(1,272
)


(1,272
)Other



























(19
)


















(19
)Balance at March 31, 2007



















339,361,201



169,681



962,746



2,103,282



(90,948,957
)


(1,588,393
)


1,544



1,648,860Net loss





$
(1,138,025
)























(1,138,025
)














(1,138,025
)Change in unrecognized losses and prior servicecost related to post-retirement plans, net of tax






(663
)



































(663
)


(663
)Foreign currency translation adjustment






87,602




































87,602



87,602Net unrecognized losses on derivatives, net of tax






(4,723
)



































(4,723
)


(4,723
)Net unrealized loss on marketable securities,net of tax


(525
)Reclassification for gains included in net earnings


(191
)


(716
)



































(716
)


(716
)Other comprehensive earnings






81,500Comprehensive loss






(1,056,525
)Issuance of common stock, net



















55,440,000



27,720



720,331



















748,051Stock options exercised, net of shares tendered for payment



















459,154



229



7,503



















7,732Issuance of preferred stock, net











2,139,000



1,070











2,072,816



















2,073,886Issuance of restricted stock, net of shares withheld



























(1,485
)






63,769



1,489







4Stock-based compensation expense



























17,332



















17,332Tax benefit of stock option plans



























5,648



















5,648Adoption of FIN 48, net of tax































(11,478
)














(11,478
)Dividends on preferred shares































(15,999
)














(15,999
)Dividends declared ($0.06 per share)































(14,923
)














(14,923
)Other



























838



















838Balance at December 31, 2007











2,139,000


$
1,070



395,260,355


$
197,630


$
3,785,729


$
922,857



(90,885,188
)

$
(1,586,904
)

$
83,044


$
3,403,426   See Notes to Consolidated Financial Statements
 75




---



##### Table of Contents



MYLAN
    INC. AND SUBSIDIARIES
    Consolidated Statements of Shareholders Equity
    (Continued) (in
    thousands, except share and per share amounts)
  AccumulatedAdditional











Other


TotalComprehensive



Preferred Stock


Common Stock


Paid-In


Retained


Treasury Stock


Comprehensive


ShareholdersEarnings (Loss)



Shares


Cost


Shares


Cost


Capital


Earnings


Shares


Cost


Earnings


EquityNet loss





$
(181,215
)























(181,215
)














(181,215
)Change in unrecognized losses and prior service cost related to
    post-retirement plans, net of tax






(2,529
)



































(2,529
)


(2,529
)Foreign currency translation adjustment






(420,167
)



































(420,167
)


(420,167
)Net unrecognized gains on derivatives, net of tax






(40,633
)



































(40,633
)


(40,633
)Net unrealized loss on marketable securities, net of tax


(577
)Reclassification for losses included in net earnings


60



(517
)



































(517
)


(517
)Other comprehensive loss






(463,846
)Comprehensive loss





$
(645,061
)Stock options exercised, net of shares tendered for payment



















107,707



54



1,137



















1,191Issuance of restricted stock, net of shares withheld



























(5,529
)






249,747



4,366







(1,163
)Stock-based compensation expense



























30,639



















30,639Tax expense of stock option plans



























(223
)


















(223
)Sale of warrants, net



























62,560



















62,560Adoption of EITF
    06-10































(8,255
)














(8,255
)Dividends on preferred shares































(139,035
)














(139,035
)Other



























(570
)


















(570
)Balance at December 31, 2008











2,139,000


$
1,070



395,368,062


$
197,684


$
3,873,743


$
594,352



(90,635,441
)

$
(1,582,538
)

$
(380,802
)

$
2,703,509   See Notes to Consolidated Financial Statements
 76




---



##### Table of Contents



MYLAN
    INC. AND SUBSIDIARIESConsolidated Statements of Cash Flows (in
    thousands)
  Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31, 2008


December 31, 2007


March 31, 2007Cash flows from operating activities:Net (loss) earnings before preferred dividends

$
(181,215
)

$
(1,138,025
)

$
217,284Adjustments to reconcile net (loss) earnings before preferred
    dividends to net cash provided by operating activities:Depreciation and amortization


425,279



157,800



61,512Stock-based compensation expense


30,639



17,332



22,156In-process research and development






1,269,036



147,000Minority interest


(4,031
)


(3,112
)


211Net income from equity method investees


(4,161
)


(2,573
)


(6,659
)Change in estimated sales allowances


10,576



31,337



14,386Deferred income taxes


(193,564
)


(77,131
)


(50,479
)Non-cash impairments


457,517







Other non-cash items


31,076



54,408



7,914Litigation settlements, net


16,635



(4,526
)


6,464Cash received from Somerset










5,870Gain on foreign exchange contract






(85,063
)


Changes in operating assets and liabilities:Accounts receivable


(172,447
)


(124,385
)


(60,773
)Inventories


(83,327
)


16,305



(28,987
)Trade accounts payable


23,166



86,467



(29,312
)Income taxes


73,983



(34,632
)


73,567Deferred revenue


(113,998
)


34,864



(5,504
)Other operating assets and liabilities, net


68,319



(30,413
)


15,542Net cash provided by operating activities


384,447



167,689



390,192Cash flows from investing activities:Capital expenditures


(165,113
)


(110,538
)


(161,851
)Acquisitions, net of cash acquired






(7,001,930
)


(761,049
)Increase in restricted cash


(38,182
)






Purchase of
    available-for-sale
    securities


(18,032
)


(275,802
)


(655,948
)Proceeds from sale of
    available-for-sale
    securities


65,712



357,922



848,520Other items, net


2,785



(4,976
)


(407
)Net cash used in investing activities


(152,830
)


(7,035,324
)


(730,735
)Cash flows from financing activities:Cash dividends paid


(137,495
)


(29,825
)


(50,751
)Payment of financing fees


(15,074
)


(89,538
)


(15,329
)Proceeds from the issuance of preferred stock, net






2,073,886



Proceeds from issuance of common stock, net






748,051



657,678Purchase of bond hedge


(161,173
)






(126,000
)Proceeds from issuance of warrants


62,560







45,360Change in short-term borrowing, net


26,239



26,240



Proceeds from long-term debt


581,352



7,701,240



1,556,251Payment of long-term debt


(524,536
)


(4,389,183
)


(689,938
)Proceeds from exercise of stock options


1,191



7,732



49,824Change in outstanding checks in excess of cash disburements
    accounts






18,008



10,403Other items, net






2,171



5,318Net cash (used in) provided by financing activities


(166,936
)


6,068,782



1,442,816Effect on cash and cash equivalents of changes in exchange rates


8,264



30,690



(32
)Net increase (decrease) in cash and cash equivalents


72,945



(768,163
)


1,102,241Cash and cash equivalents  beginning of period


484,202



1,252,365



150,124Cash and cash equivalents  end of period

$
557,147


$
484,202


$
1,252,365Supplemental disclosures of cash flow information:Cash paid during the year for:Income taxes

$
218,012


$
179,092


$
176,353Interest

$
307,895


$
174,034


$
59,996   See Notes to Consolidated Financial Statements
 77




---



##### Table of Contents



Mylan
    Inc. and Subsidiaries
 Notes to
    Consolidated Financial Statements  Note 1.
    Nature of
    Operations  Disclosures about Segments of an Enterprise and
    Related Information
      Note 2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation.
    Cash and Cash Equivalents.
  Available-for-Sale Securities.
  Concentrations of Credit Risk.
     78




---



##### Table of Contents



Inventories. first-in,
  Property, Plant and Equipment.
  Intangible Assets and Goodwill.
      Impairment of Long-Lived Assets.
      Other Assets.
  Short-Term Borrowings.
 79




---



##### Table of Contents



Revenue Recognition.
                 80




---



##### Table of Contents



Revenue Recognition,
    corrected copy, No. 00-21, Revenue Arrangements with Multiple Deliverables.
        Research and Development.
  Income Taxes.
  (Loss) Earnings per Common Share.
  trading-day
 81




---



##### Table of Contents



Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,


December 31,


March 31,2008


2007


2007(in thousands, except per share amounts)Basic (loss) earnings available to common shareholders
    (numerator):Net (loss) earnings before preferred dividends

$
(181,215
)

$
(1,138,025
)

$
217,284Less: Preferred stock dividends


139,035



15,999



Net (loss) earnings available to common shareholders

$
(320,250
)

$
(1,154,024
)

$
217,284Shares (denominator):Weighted average shares outstanding


304,360



257,150



215,096Basic (loss) earnings per common share

$
(1.05
)

$
(4.49
)

$
1.01Dilutive (loss) earnings available to common shareholders
    (numerator):Net (loss) earnings available to common shareholders

$
(320,250
)

$
(1,154,024
)

$
217,284Add: Preferred stock dividend










Income available to common shareholders and assumed conversions

$
(320,250
)

$
(1,154,024
)

$
217,284Shares (denominator):Stock-based awards










4,024Preferred stock conversion










Total dilutive shares outstanding assuming conversions


304,360



257,150



219,120Diluted (loss) earnings per common share

$
(1.05
)

$
(4.49
)

$
0.99       Stock Options. Share-Based Payment Accounting for Stock Issued to
    Employees Accounting for Share Based Compensation
 82




---



##### Table of Contents



Foreign Currencies.
  Derivatives. Accounting for
    Derivative Instruments and Hedging Activities
  Financial Instruments.
    Use of Estimates in the Preparation of Financial
    Statements.
  Recent Accounting Pronouncements. No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities No. EITF 03-6-1). No. EITF 03-6-1 states No. EITF 03-6-1 No. EITF 03-6-01
 83




---



##### Table of Contents



14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement) 14-1). paid-in-capital 14-1 14-1
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets No. FAS 142-3). No. FAS 142-3 Goodwill and Other Intangible Assets Business Combinations , No. FAS 142-3 No. FAS 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  No. 07-5, Determining Whether an Instrument (or Embedded Feature) is
    Indexed to an Entitys Own Stock No. 07-5). No. 07-5 states paragraphs 6-9 No. 07-5
  Hedging 
    General: Issues Involving the Application of the Shortcut Method
    under Paragraph 58
 84




---



##### Table of Contents



The Fair Value Option for Financial
    Assets and Financial Liabilities  including an
    amendment of FASB Statement No. 115 instrument-by-instrument Accounting for Certain Investments in
    Debt and Equity Securities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51 Consolidated Financial Statements,
  No. 06-10, Accounting for Collateral Assignment Split-Dollar Life
    Insurance Arrangements No. 06-10). No. 06-10, No. 06-10 No. 06-10 No. 06-10,
  No. 06-04, Accounting for Deferred Compensation and Postretirement
    Benefit Aspects of Endorsed Split-Dollar Life Insurance
    Arrangements No. 06-4), No. 06-04 No. 06-04
 85




---



##### Table of Contents



Note 3.
    Acquisitions  Acquisition
    of the Former Merck Generics Business
        (in thousands)Current assets (excluding inventories)

$
765,495Inventories


645,449Property, plant and equipment,
    net(4)


344,454Identified intangible assets


2,654,163Other non-current
    assets(2)


140,015In-process research and
    development(1)


1,269,036Goodwill


3,166,005Total assets acquired


8,984,617Current
    liabilities(3)


(820,444
)Deferred tax liabilities


(1,020,040
)Other non-current liabilities


(142,203
)Net assets acquired

$
7,001,930     (1)

    
    The amount allocated to acquired in-process research and
    development represents an estimate of the fair value of
    purchased in-process technology for research projects that, as
    of the closing date of the acquisition, had not reached
    technological feasibility and had no alternative future use. The
    fair value of the acquired in-process technology and research
    projects was based on the excess earnings method on a
    project-by-project
    basis. This amount was written-off upon acquisition as acquired
    in-process research and development expense.(2)

    
    Included in non-current assets is $137.1 million of
    receivables for the agreement of Merck KGaA under the terms of
    the SPA to indemnify Mylan for certain acquired significant
    litigation (see Note 19).(3)

    
    Included in current liabilities are $74.3 million of
    restructuring reserves that impacted goodwill. These estimated
    exit costs are associated with involuntary termination benefits
    for the former Merck Generics business employees and costs to
    exit certain activities of the former Merck Generics business
    and were recorded as a liability in conjunction with recording
    the initial purchase price.(4)

    
    Included in property, plant and equipment are $36.4 million
    of asset writedowns that have impacted goodwill. These
    writedowns relate to adjusting equipment and buildings down to
    their expected residual value upon their sale or closure.   86




---



##### Table of Contents



No. 95-3, Recognition of Liabilities in Conjunction with a Purchased
    Business Combination No. 95-3)
      Acquisition
    of Matrix Laboratories Limited
           87




---



##### Table of Contents



(in thousands)Current assets (excluding cash and inventories)

$
129,621Inventories


123,000Property, plant and equipment, net


152,580Identified intangible assets


270,440Other non-current assets


65,878In-process research and
    development(1)


147,000Goodwill


505,801Total assets acquired


1,394,320Current liabilities


(374,458
)Deferred tax liabilities


(106,470
)Other non-current liabilities


(104,045
)Total liabilities assumed


(584,973
)Total minority interest


(44,117
)Net assets acquired

$
765,230     (1)

    
    The amount allocated to acquired in-process research and
    development represents an estimate of the fair value of
    purchased in-process technology for research projects that, as
    of the closing date of the acquisition, had not reached
    technological feasibility and had no alternative future use. The
    fair value of the acquired in-process technology and research
    projects was based on the excess earnings method on a
    project-by-project
    basis. This amount was written-off upon acquisition as acquired
    in-process research and development expense.    Pro forma
    financial results
   88




---



##### Table of Contents



step-up step-up
  Nine Months Ended


Fiscal Year EndedDecember 31,
    2007


March 31, 2007(in thousands, except per share data)Total revenues

$
3,428,231


$
4,197,786Net loss before preferred dividend

$
(1,290,242
)

$
(1,311,466
)Preferred dividend


(104,276
)


(121,656
)Net loss available to common shareholders

$
(1,394,518
)

$
(1,433,122
)Loss per common shareBasic

$
(4.91
)

$
(5.35
)Diluted

$
(4.91
)

$
(5.35
)Weighted average sharesBasic


283,900



267,984Diluted


283,900



267,984     Note 4.
    Impairment
    of Long-lived Assets Including Goodwill  ®
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
 89




---



##### Table of Contents



Income Approach:
  Market-Based Approach:
         90




---



##### Table of Contents



Note 5.
    Revenue
    Recognition  ®
        Note 6.
    Restructuring    Accounting for
    Costs Associated with Exit or Disposal Activities
 91




---



##### Table of Contents



Note 7.
    Comparative
    Nine-Month Financial Information    MYLAN
    INC. AND SUBSIDIARIES
  Consolidated
    Statements of Operations
  Nine Months Ended December
    31,

2007


2006(Unaudited)(in thousands, except per share amounts)RevenuesNet revenues

$
2,162,943


$
1,103,247Other revenues


15,818



21,310Total revenues


2,178,761



1,124,557Cost of sales


1,304,313



515,736Gross profit


874,448



608,821Operating expenses:Research and development


146,063



66,844Acquired in-process research and development


1,269,036



Selling, general and administrative


449,598



152,784Litigation settlements, net


(1,984
)


(46,154
)Total operating expenses


1,862,713



173,474(Loss) earnings from operations


(988,265
)


435,347Interest expense


179,410



31,292Other income, net


86,611



39,785(Loss) earnings before income taxes and minority interest


(1,081,064
)


443,840Provision for income taxes


60,073



155,267(Loss) earnings before minority interest


(1,141,137
)


288,573Minority interest income


3,112



Net (loss) earnings before preferred dividends


(1,138,025
)


288,573Preferred dividend


15,999



Net (loss) earnings available to common shareholders


(1,154,024
)


288,573(Loss) earnings per common share:Basic

$
(4.49
)

$
1.37Diluted

$
(4.49
)

$
1.34Weighted average common shares outstanding:Basic


257,150



211,075Diluted


257,150



215,275  92




---



##### Table of Contents



Note 8.
    Balance
    Sheet Components    December 31,


December 31,2008


2007(in thousands)Inventories:Raw materials

$
273,232


$
255,744Work in process


157,473



160,918Finished goods


635,285



647,178$
1,065,990


$
1,063,840Property, plant and equipment:Land and improvements

$
56,945


$
62,824Buildings and improvements


577,182



583,097Machinery and equipment


1,012,748



980,340Construction in progress


110,721



125,6821,757,596



1,751,943Less accumulated depreciation


693,600



649,011$
1,063,996


$
1,102,932Other current liabilities:Payroll and employee benefit plan accruals

$
181,316


$
136,232Accrued rebates


236,312



301,829Fair value of financial instruments


91,797



Legal and professional accruals


71,813



58,883Other


127,400



148,186$
708,638


$
645,130   Note 9.
    Available-for-Sale
    Fixed Income Securities    Gross


GrossAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value(in thousands)December 31, 2008Debt securities

$
42,146


$
1,772


$
(2,260
)

$
41,658Equity securities






602







602$
42,146


$
2,374


$
(2,260
)

$
42,260December 31, 2007Debt securities

$
88,806


$
1,748


$
(315
)

$
90,239Equity securities






1,122







1,122$
88,806


$
2,870


$
(315
)

$
91,361  93




---



##### Table of Contents



(in thousands)Mature within one year

$
2,819Mature in one to five years


14,115Mature in five years and later


24,724$
41,658       Note 10.
    Goodwill
    and Other Intangible Assets    Total(in thousands)Goodwill balance at December 31, 2007

$
3,855,971Impairment loss on goodwill


(385,000
)Foreign currency translation and other


(309,391
)Goodwill balance at December 31, 2008

$
3,161,580   Total(in thousands)Goodwill balance at March 31, 2007

$
612,742Acquisition of Merck Generics


3,166,005Foreign currency translation and other


77,224Goodwill balance at December 31, 2007

$
3,855,971      94




---



##### Table of Contents



WeightedAverage Life


Original


Accumulated


Net Book(Years)


Cost


Amortization


Value(dollars in thousands)December 31, 2008Amortized intangible assets:Patents and technologies


20


$
118,926


$
71,631


$
47,295Product rights and licenses


10



2,738,191



433,169



2,305,022Other


8



129,563



28,719



100,844$
2,986,680


$
533,519


$
2,453,161December 31, 2007Amortized intangible assets:Patents and technologies


20


$
118,926


$
65,578


$
53,348Product rights and licenses


10



2,961,712



152,865



2,808,847Other


8



129,031



12,520



116,511$
3,209,669


$
230,963


$
2,978,706         Note 11.
    Financial
    Instruments and Risk Management  Foreign
    Currency Exchange Risk
       95




---



##### Table of Contents




    812.4 million ($1.13 billion) of borrowings
    under the Senior Credit Agreement that are designated as a hedge
    of our net investment in certain Euro-functional currency
    subsidiaries. The after-tax impact of revaluing these borrowings
    due to changes in spot exchange rates is included in the foreign
    currency translation adjustment component of other comprehensive
    (loss) earnings in the Consolidated Statements of
    Shareholders Equity.
    $489.6 million net notional value of foreign exchange
    forward contracts maturing within one month that serve to offset
    changes in spot exchange rates of intercompany foreign currency
    denominated assets or liabilities. The Company recognizes the
    earnings impact of these contracts in other income, net in the
    Consolidated Statements of Operations during the terms of the
    contracts, along with the earnings impact of the items they
    generally offset.    
    875.4 million ($1.23 billion) of borrowings
    under the Senior Credit Agreement that are designated as a hedge
    of our net investment in certain Euro-functional currency
    subsidiaries. The after-tax impact of revaluing these borrowings
    due to changes in spot exchange rates is included in the foreign
    currency translation adjustment component of other comprehensive
    (loss) earnings in the Consolidated Statements of
    Shareholders Equity.
    $345.6 million net notional value of foreign exchange
    forward contracts maturing within one month that serve to offset
    changes in spot exchange rates of intercompany foreign currency
    denominated assets or liabilities. The Company recognizes the
    earnings impact of these contracts in other income, net in the
    Consolidated Statements of Operations during the terms of the
    contracts, along with the earnings impact of the items they
    generally offset.    Interest
    Rate Risk
      
    $500.0 million of notional interest rate swaps that fix a
    rate of 5.44% until March 2010
    $500.0 million of notional interest rate swaps that fix a
    rate of 6.03% until December 2010     96




---



##### Table of Contents



Equity
    Risk
    Fair
    Value Measurement
  Fair Value Measurements
  No. FAS 157-3, Determining the Fair Value of a Financial Asset when the
    Market for that Asset is not Active No. FAS 157-3). FAS No. FAS 157-3 No. FAS 157-3
    Level 1:
  Level 2:
  Level 3:
   97




---



##### Table of Contents



Financial Assets

Level 1


Level 2


Level 3


Total(in thousands)Available-for-sale fixed income investments

$



$
32,583


$



$
32,583Available-for-sale equity securities


602











602Foreign exchange derivative assets






14,632







14,632Purchased cash convertible note hedge






235,750







235,750Auction rate
    securities(2)










9,075



9,075Total assets at fair
    value(1)

$
602


$
282,965


$
9,075


$
292,642   Financial Liabilities

Level 1


Level 2


Level 3


Total(in thousands)Foreign exchange derivative liabilities

$



$
19,402


$



$
19,402Interest rate swap derivative liabilities






72,395







72,395Cash conversion feature of cash convertible notes






235,750







235,750Total liabilities at fair
    value(1)

$



$
327,547


$



$
327,547     (1)

    
    The Company chose not to elect the fair value option as
    prescribed by SFAS No. 159 for its financial assets
    and liabilities that had not been previously carried at fair
    value. Therefore, material financial assets and liabilities such
    as short-term and long-term debt obligations and trade accounts
    receivable and payable, are still reported at their carrying
    values.(2)

    
    There have been no changes to the fair value of these securities
    during the quarter ended December 31, 2008.      
    Municipal bonds valued at the quoted market
    price from broker or dealer quotations or transparent pricing
    sources at the reporting date.
    Other available-for-sale fixed income investments valued at the quoted market price from broker or
    dealer quotations or transparent pricing sources at the
    reporting date.
    Equity Securities valued using quoted stock
    prices from the London Exchange at the reporting date and
    translated to U.S. dollars at prevailing spot exchange
    rates.
    Interest rate swap derivative assets and liabilities valued using the LIBOR yield curve at the
    reporting date. Counterparties to these contracts are highly
    rated financial institutions, none of which experienced any
    significant downgrades during the calendar year ended
    December 31, 2008, that would reduce the receivable amount
    owed, if any, to the Company. 98




---



##### Table of Contents




    Foreign exchange derivative assets and liabilities valued using quoted forward foreign exchange
    prices at the reporting date. Counterparties to these contracts
    are highly rated financial institutions, none of which
    experienced any significant downgrades during the calendar year
    ended December 31, 2008, that would reduce the receivable
    amount owed, if any, to the Company.
    Cash Conversion Feature of Cash Convertible Notes and
    Purchased Convertible Note Hedge valued using
    quoted prices for the Companys cash convertible notes, its
    implied volatility and the quoted yield on the Companys
    other long-term debt at the reporting date. Counterparties to
    the Purchased Convertible Note Hedge are highly rated financial
    institutions, none of which experienced any significant
    downgrades during the calendar year ended December 31,
    2008, that would reduce the receivable amount owed, if any, to
    the Company.    Note 12.
    Long-Term
    Debt    December 31,
    2008


December 31,
    2007(in thousands)U.S. Tranche A Term
    Loans(A)

$
265,625


$
312,500Euro Tranche A Term
    Loans(A)


413,684



516,127U.S. Tranche B Term
    Loans(A)


2,504,880



2,556,000Euro Tranche B Term
    Loans(A)


714,583



773,273Revolving
    Facility(A)






300,000Senior Convertible
    Notes(B)


600,000



600,000Cash Convertible
    Notes(C)


655,442



Other


14,586



54,194$
5,168,800


$
5,112,094Less: Current portion


3,381



405,378Total long-term debt

$
5,165,419


$
4,706,716     (A)

    
    On October 2, 2007, the Company entered into a credit
    agreement (the Senior Credit Agreement) among the
    Company, a wholly-owned European subsidiary (the Euro
    Borrower), certain lenders and JPMorgan Chase Bank,
    National Association, as Administrative Agent, pursuant to which
    the Company borrowed $500.0 million in Tranche A Term
    Loans (the U.S. Tranche A Term Loans) and
    $2.0 billion in Tranche B Term Loans (the U.S.
    Tranche B Term Loans), and the Euro Borrower borrowed
    approximately 1.13 billion ($1.6 billion) in
    Euro Term Loans (the Euro Term Loans and, together
    with the U.S. Tranche A Term Loans and the U.S.
    Tranche B Term Loans, the Term Loans). The
    proceeds of the Term Loans were used (1) to pay a portion
    of the consideration for the acquisition of the former Merck
    Generics business, (2) to refinance the 2007 credit
    facility and the 2006 credit facility, (together the
    Existing Credit Agreements), by and among the
    Company, the lenders party thereto and JPMorgan Chase Bank,
    National Association, as administrative agent, (3) to
    purchase the Senior Notes tendered pursuant to the cash tender
    offers therefore and (4) to pay a portion of the fees and
    expenses in respect of the foregoing transactions (collectively,
    the Transactions). The termination of the Existing
    Credit Agreements was concurrent with, and contingent upon, the
    effectiveness of the Senior Credit Agreement. The Senior Credit
    Agreement also contains a $750.0 million revolving facility
    (the Revolving Facility and, together with the Term
    Loans, the Senior Credit Facilities) under which
    either the Company or the Euro Borrower may obtain extensions of
    credit, subject to the satisfaction of specified conditions. In
    conjunction with the closing of the former Merck Generics
    business acquisition the 99




---



##### Table of Contents



Company borrowed $300.0 million under the Revolving
    Facility. The Revolving Facility includes a $100.0 million
    subfacility for the issuance of letters of credit and a
    $50.0 million subfacility for swingline borrowings.
    Borrowings under the Revolving Facility are available in U.S.
    dollars, Euro, Pounds Sterling, Yen or other currencies that may
    be agreed. The Euro Term Loans are guaranteed by the Company and
    the Senior Credit Facilities are guaranteed by substantially all
    of the Companys domestic subsidiaries (the
    Guarantors). The Senior Credit Facilities are also
    secured by a pledge of the capital stock of substantially all
    direct subsidiaries of the Company and the Guarantors (limited
    to 65% of outstanding voting stock of foreign holding companies
    and any foreign subsidiaries) and substantially all of the other
    tangible and intangible property and assets of the Company and
    the Guarantors. The Revolving Facility expires in October 2013.  The U.S. Tranche A Term Loans currently bear interest at
    LIBOR (determined in accordance with the Senior Credit
    Agreement) plus 3% per annum, if the Company chooses to make
    LIBOR borrowings, or at a base rate (determined in accordance
    with the Senior Credit Agreement) plus 2% per annum. The U.S.
    Tranche B Term Loans currently bear interest at LIBOR
    (determined in accordance with the Senior Credit Agreement) plus
    3.25% per annum, if the Company chooses to make LIBOR
    borrowings, or at a base rate (determined in accordance with the
    Senior Credit Agreement) plus 2.25% per annum. The Euro
    Tranche A Term Loans currently bear interest at the Euro
    Interbank Offered Rate (EURIBO) determined in
    accordance with the Senior Credit Agreement) plus 3% per annum.
    The Euro Tranche B Term Loans currently bear interest at the
    EURIBO determined in accordance with the Senior Credit
    Agreement) plus 3.25% per annum. Borrowings under the Revolving
    Facility currently bear interest at LIBOR (or EURIBO, in the
    case of borrowings denominated in Euro) plus 2.50% per annum, if
    the Company chooses to make LIBOR (or EURIBO, in the case of
    borrowings denominated in Euro) borrowings, or at a base rate
    plus 1.50% per annum. The applicable margins over LIBOR, EURIBO
    or the base rate for the Revolving Facility and the U.S.
    Tranche A Term Loans can fluctuate based on a calculation
    of the Companys Consolidated Leverage Ratio as defined in
    the Senior Credit Agreement. The Company also pays a facility
    fee on the entire amount of the Revolving Facility. The facility
    fee is currently 0.50% per annum, but can decrease to 0.375% per
    annum based on the Companys Consolidated Leverage Ratio.The Senior Credit Agreement contains customary affirmative
    covenants for facilities of this type, including covenants
    pertaining to the delivery of financial statements, notices of
    default and certain other information, maintenance of business
    and insurance, collateral matters and compliance with laws, as
    well as customary negative covenants for facilities of this
    type, including limitations on the incurrence of indebtedness
    and liens, mergers and certain other fundamental changes,
    investments and loans, acquisitions, transactions with
    affiliates, dispositions of assets, payments of dividends and
    other restricted payments, prepayments or amendments to the
    terms of specified indebtedness (including the Interim Credit
    Agreement described below) and changes in lines of business. The
    Senior Credit Agreement contains financial covenants requiring
    maintenance of a minimum interest coverage ratio and a senior
    leverage ratio, both of which are defined within the agreement.The Senior Credit Agreement contains default provisions
    customary for facilities of this type, which are subject to
    customary grace periods and materiality thresholds, including,
    among other things, defaults related to payment failures,
    failure to comply with covenants, misrepresentations, defaults
    or the occurrence of a change of control under other
    material indebtedness, bankruptcy and related events, material
    judgments, certain events related to pension plans, specified
    changes in control of the Company and invalidity of guarantee
    and security agreements. If an event of default occurs under the
    Senior Credit Agreement, the lenders may, among other things,
    terminate their commitments, declare immediately payable all
    borrowings and foreclose on the collateral.The U.S. Tranche A Term Loans and the Euro Tranche A
    Term Loans mature on October 2, 2013. The U.S.
    Tranche B Term Loans and the Euro Tranche B Term Loans
    mature on October 2, 2014. The U.S. Tranche B Term
    Loans and the Euro Term Loans amortize quarterly at the rate of
    1.0% per annum beginning in 2008. The Senior Credit Agreement
    requires prepayments of the Term Loans with (1) up to 50%
    of Excess Cash Flow, as defined within the Senior Credit
    Agreement, beginning in 2009, with reductions based on the
    Companys Consolidated Leverage Ratio, (2) the
    proceeds from certain asset sales and casualty events, unless
    the Companys Consolidated Leverage Ratio is equal to or
    less than 3.5 to 1.0, and (3) the proceeds from certain
    issuances of indebtedness not permitted by the Senior Credit
    Agreement. Amounts drawn on the Revolving 100




---



##### Table of Contents



Facility become due and payable on October 2, 2013. The
    Term Loans and amounts drawn on the Revolving Facility may be
    voluntarily prepaid without penalty or premium.In addition, on October 2, 2007, the Company entered into a
    credit agreement (the Interim Credit Agreement)
    among the Company, certain lenders and Merrill Lynch Capital
    Corporation, as Administrative Agent, pursuant to which the
    Company borrowed $2.85 billion in term loans (the
    Interim Term Loans). The proceeds of the Interim
    Term Loans were used to finance in part the acquisition of the
    former Merck Generics business. On November 19, 2007, the
    Interim Term Loans were paid using primarily the proceeds
    received from the preferred stock and common stock issuances of
    $2.82 billion and the remaining $28.1 million was paid
    using existing cash of the Company.On December 20, 2007, the Euro Borrower, certain lenders
    and the Administrative Agent entered into an Amended and
    Restated Credit Agreement (the Amended Senior Credit
    Agreement), which became effective December 28, 2007,
    that, among other things, amends certain provisions of the
    Original Senior Credit Agreement as set out below.The Amended Senior Credit Agreement (i) reduced the
    principal amount of the U.S. Tranche A Term Loans of the
    Company to an aggregate principal amount of $312.5 million,
    (ii) increased the principal amount of the U.S.
    Tranche B Term Loans of the Company to an aggregate
    principal amount of $2.56 billion, (iii) created a
    tranche of Euro Tranche A Term Loans of the Euro Borrower
    in an aggregate principal amount of 350.4
    ($516.1) million and (iv) reduced the Euro
    Tranche B Term Loans of the Euro Borrower to an aggregate
    principal amount of 525.0 ($773.3) million.The Euro Tranche A Term Loans currently bear interest at
    EURIBO (determined in accordance with the Amended Senior Credit
    Agreement) plus 3.25% per annum. Under the terms of the Amended
    Senior Credit Agreement, the applicable margin over EURIBO for
    the Euro Tranche A Term Loans can fluctuate based on the
    Companys Consolidated Leverage Ratio.The Amended Senior Credit Agreement added a prepayment premium
    of 1.0% of the principal amount of the U.S. Tranche B Term
    Loans or Euro Tranche B Term Loans prepaid in connection
    with voluntary and certain mandatory prepayments during the
    12 months following the date of effectiveness of the
    Amended Senior Credit Agreement.During the calendar year ended December 31, 2008, the
    company paid $46.9 million on the U.S. Tranche A Term
    Loans, which included $31.3 million of prepayments related
    to 2009, 52.6 ($74.4) million on the Euro
    Tranche A Term Loans, which included 35.0
    ($49.6) million of prepayments related to 2009,
    $51.1 million on the U.S. Tranche B Term Loans, which
    included $25.6 million of prepayments related to 2009, and
    10.5 ($15.2) million on the Euro Tranche B Term
    Loans, which included 5.3 ($7.4) million of
    prepayments related to 2009. On September 15, 2008, the
    outstanding borrowings under the Revolving Facility were repaid
    in the amount of $300.0 million using proceeds from the
    Cash Convertible Notes.At December 31, 2008 and December 31, 2007, the
    Company had outstanding letters of credit of $83.6 million
    and $51.3 million.  (B)

    
    On March 1, 2007, Mylan entered into a purchase agreement
    relating to the sale by the Company of $600.0 million
    aggregate principal amount of the Companys
    1.25% Senior Convertible Notes due 2012 (the Senior
    Convertible Notes). The Senior Convertible Notes bear
    interest at a rate of 1.25% per year, accruing from
    March 7, 2007. Interest is payable semiannually in arrears
    on March 15 and September 15 of each year, beginning
    September 15, 2007. The Senior Convertible Notes will
    mature on March 15, 2012, subject to earlier repurchase or
    conversion. Holders may convert their notes subject to certain
    conversion provisions determined by, among others, the market
    price of the Companys common stock and the trading price
    of the Senior Convertible Notes. The Senior Convertible Notes
    have an initial conversion rate of 44.5931 shares of common
    stock per $1,000 principal amount (equivalent to an initial
    conversion price of approximately $22.43 per share),
    subject to adjustment, with the principal amount payable in cash
    and the remainder in cash or stock at the option of the Company.
    The accounting related to the Senior Convertible Notes will
    change in accordance with the adoption of FSP No. APB
    14-1 (see
    Note 2).  On March 1, 2007, concurrently with the sale of the Senior
    Convertible Notes, Mylan entered into a convertible note hedge
    transaction, comprised of a purchased call option, and two
    warrant transactions with each of Merrill Lynch International,
    an affiliate of Merrill Lynch, and JPMorgan Chase Bank, National 101




---



##### Table of Contents



Association, London Branch, an affiliate of JPMorgan, each of
    which the Company refers to as a counterparty. The net cost of
    the transactions was  $80.6 million. The purchased call
    options will cover approximately 26.8 million shares of
    Mylan common stock, subject to anti-dilution adjustments
    substantially similar to the anti-dilution adjustments for the
    Senior Convertible Notes, which under most circumstances
    represents the maximum number of shares that underlie the Senior
    Convertible Notes. Concurrently with entering into the purchased
    call options, the Company entered into warrant transactions with
    the counterparties. Pursuant to the warrant transactions, the
    Company will sell to the counterparties warrants to purchase in
    the aggregate approximately 26.8 million shares of Mylan
    common stock, subject to customary anti-dilution adjustments.
    The warrants may not be exercised prior to the maturity of the
    Senior Convertible Notes, subject to certain limited exceptions.The purchased call options are expected to reduce the potential
    dilution upon conversion of the Senior Convertible Notes in the
    event that the market value per share of Mylan common stock at
    the time of exercise is greater than approximately $22.43, which
    corresponds to the initial conversion price of the Senior
    Convertible Notes. The sold warrants have an exercise price that
    is 60.0% higher than the price per share of $19.50 at which the
    Company offered common stock in a concurrent equity offering. If
    the market price per share of Mylan common stock at the time of
    conversion of any Senior Convertible Notes is above the strike
    price of the purchased call options, the purchased call options
    will, in most cases, entitle the Company to receive from the
    counterparties in the aggregate the same number of shares of our
    common stock as the Company would be required to issue to the
    holder of the converted Senior Convertible Notes. Additionally,
    if the market price of Mylan common stock at the time of
    exercise of the sold warrants exceeds the strike price of the
    sold warrants, the Company will owe the counterparties an
    aggregate of approximately 26.8 million shares of Mylan
    common stock. The purchased call options and sold warrants may
    be settled for cash at the Companys election.The purchased call options and sold warrants are separate
    transactions entered into by the Company with the
    counterparties, are not part of the terms of the Senior
    Convertible Notes, and will not affect the holders rights
    under the Senior Convertible Notes. Holders of the Senior
    Convertible Notes will not have any rights with respect to the
    purchased call options or the sold warrants. The purchased call
    options and sold warrants meet the definition of derivatives
    under SFAS No. 133 (as amended by
    SFAS No. 138, Accounting for Certain Derivative
    Instruments and Certain Hedging Activitiesand
    SFAS No. 149, Amendment of Statement 133 on
    Derivative Instruments and Hedging Activities). However,
    because these instruments have been determined to be indexed to
    the Companys own stock (in accordance with the guidance of
    EITF Issue
    No. 01-6,
    The Meaning of Indexed to a Companys Own Stock(EITF Issue
    No. 01-6))
    and have been recorded in stockholders equity in the
    Companys Consolidated Balance Sheet (as determined under
    EITF
    Issue No. 00-19,
    Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock(EITF Issue
    No. 00-19)),
    the instruments are exempted from the scope of
    SFAS No. 133 and are not subject to the fair value
    provisions of that standard.  (C)

    
    On September 15, 2008, Mylan entered into a purchase
    agreement relating to the sale by the Company of
    $575.0 million aggregate principal amount of Cash
    Convertible Notes due 2015 (Cash Convertible Notes).
    The Cash Convertible Notes bear stated interest at a rate of
    3.75% per year, accruing from September 15, 2008. The
    effective interest rate at December 31, 2008 is 9.5%.
    Interest is payable semi-annually in arrears on March 15 and
    September 15 of each year, beginning on March 15, 2009. The
    Cash Convertible Notes will mature on September 15, 2015,
    subject to earlier repurchase or conversion. Holders may convert
    their notes subject to certain conversion provisions determined
    by the market price of the Companys common stock,
    specified distributions to common shareholders, a fundamental
    change, and certain time periods specified in the purchase
    agreement. The Cash Convertible Notes have an initial conversion
    reference rate of 75.0751 shares of common stock per $1,000
    principal amount (equivalent to an initial conversion reference
    price of $13.32 per share), subject to adjustment, with the
    principal amount and remainder payable in cash. The Cash
    Convertible Notes are not convertible into our common stock or
    any other securities under any circumstance.  On September 15, 2008, concurrent with the sale of the Cash
    Convertible Notes, Mylan entered into a convertible note hedge
    and warrant transaction with certain counterparties. The net
    cost of the transactions was $98.6 million. The cash
    convertible note hedge is comprised of purchased cash-settled
    call options that are expected to reduce the Companys
    exposure to potential cash payments required to be made by Mylan
    upon the 102




---



##### Table of Contents



cash conversion of the Cash Convertible Notes. Concurrent with
    entering into the purchased cash-settled call options, the
    Company entered into respective warrant transactions with the
    counterparties pursuant to which the Company has sold to each
    counterparty warrants for the purchase of shares of our common
    stock. Pursuant to the warrant transactions, the Company sold to
    the counterparties warrants to purchase in the aggregate up to
    approximately 43.2 million shares of Mylan common stock,
    subject to anti-dilution adjustments substantially similar to
    the anti-dilution adjustments for the Cash Convertible Notes,
    which under most circumstances represents the maximum number of
    shares that underlie the conversion reference rate for the Cash
    Convertible Notes. The warrants may not be exercised prior to
    the maturity of the Cash Convertible Notes.Pursuant to the call option transactions, if the market price
    per share of the Companys common stock at the time of cash
    conversion of any Cash Convertible Notes is above the strike
    price of the purchased cash-settled call options, such call
    options will, in most cases, entitle us to receive from the
    counterparties in the aggregate the same amount of cash as we
    would be required to issue to the holder of the cash converted
    notes in excess of the principal amount thereof. The sold
    warrants have an exercise price of $20.00 (which represents an
    exercise price of approximately 80% higher than the market price
    per share of $11.10) and are net share settled, meaning that
    Mylan will issue a number of shares per warrant corresponding to
    the difference between our share price at each warrant
    expiration date and the exercise price.The purchased call options and sold warrants are separate
    contracts entered into by us with the counterparties, are not
    part of the notes and do not affect the rights of holders under
    the Cash Convertible Notes. Holders of the Cash Convertible
    Notes will not have any rights with respect to the purchased
    call options or the sold warrants. The purchased cash-settled
    call options meet the definition of derivatives under
    SFAS No. 133. As such, the instrument is marked to
    market each period. In addition, the liability associated with
    the cash conversion feature of the Cash Convertible Notes is
    marked to market each period. At December 31, 2008, the
    $655.4 million consists of $419.7 million of debt
    ($575.0 million face amount, net of $155.3 million
    discount) and a liability with a fair value of
    $235.8 million related to the bifurcated conversion
    feature. The purchased call options are assets recorded at their
    fair value of $235.8 million within other assets in the
    Consolidated Balance Sheets at December 31, 2008. The
    warrants meet the definition of derivatives under
    SFAS No. 133; however, because these instruments have
    been determined to be indexed to the Companys own stock
    (in accordance with the guidance of EITF Issue
    No. 01-6
    and have been recorded in shareholders equity in the
    Companys Consolidated Balance Sheets (as determined under
    EITF Issue
    No. 00-19),
    the instruments are exempt from the scope of
    SFAS No. 133 and are not subject to the fair value
    provisions of that standard.    December 31, 2008Outstanding


Basis

Rate(in thousands, except interest rates)U.S. Tranche A Term Loans

$
265,625


LIBOR + 3%


6.50
%Euro Tranche A Term Loans

$
413,684


EURIBO + 3%


7.86
%U.S. Tranche B Term LoansSwapped to Fixed Rate  December
    2010(1)

$
500,000


Fixed


6.03
%Swapped to Fixed Rate  March
    2010(1)(2)


500,000


Fixed


5.44
%Swapped to Fixed Rate  December
    2010(1)


1,000,000


Fixed


7.37
%Floating Rate


504,880


LIBOR + 3.25%


5.79
%Total U.S. Tranche B Term Loans

$
2,504,880Euro Tranche B Term Loans

$
714,583


EURIBO + 3.25%


8.11
%     (1)

    
    Designated as a cash flow hedge of expected future borrowings
    under the Senior Credit Agreement(2)

    
    This interest rate swap has been extended to March 2012 at a
    rate of 5.38%, effective March 2010  103




---



##### Table of Contents



December 31, 2007Outstanding


Basis

Rate(in thousands, except interest rates)U.S. Tranche A Term Loans

$
312,500


LIBOR + 3.25%


8.31
%Euro Tranche A Term Loans

$
516,127


EURIBO + 3.25%


7.75
%U.S. Tranche B Term LoansSwapped to Fixed Rate  December 2010

$
1,000,000


Fixed


7.37
%Floating Rate


1,556,000


LIBOR + 3.25%


8.24
%Total U.S. Tranche B Term Loans

$
2,556,000Euro Tranche B Term Loans

$
773,273


EURIBO + 3.25%


7.75
%             U.S.


Euro


U.S.


Euro


Senior


CashTranche A


Tranche A


Tranche B


Tranche B


Convertible


ConvertibleTerm Loans


Term Loans


Term Loans


Term Loans


Notes


Notes


Total(in thousands)2009

$



$



$



$



$



$



$
2010


46,875



73,003



25,560



7,292











152,7302011


62,500



97,338



25,560



7,292











192,6902012


78,125



121,672



25,560



7,292



600,000







832,6492013


78,125



121,671



25,560



7,292











232,6482014










2,402,640



685,415











3,088,055Thereafter






















655,442



655,442Total

$
265,625


$
413,684


$
2,504,880


$
714,583


$
600,000


$
655,442


$
5,154,214  104




---



##### Table of Contents



Note 13.
    Income
    Taxes    Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,
    2008


December 31,
    2007


March 31, 2007(dollars in thousands)Federal:Current

$
219,370


$
101,659


$
242,434Deferred


(90,470
)


(29,343
)


(46,593
)128,900



72,316



195,841State and Puerto Rico:Current


28,226



9,598



16,746Deferred


15,978



1,903



(3,740
)44,204



11,501



13,006Foreign:Current


79,187



23,413



174Deferred


(114,868
)


(47,157
)


(1,004
)(35,681
)


(23,744
)


(830
)Income taxes

$
137,423


$
60,073


$
208,017Pre-tax (loss) earningsDomestic

$
(303,167
)

$
(413,886
)

$
586,298Foreign


255,344



(667,178
)


(160,786
)Total

$
(47,823
)

$
(1,081,064
)

$
425,512Effective tax rate


(287.4
)%


(5.6
)%


48.9
%  105




---



##### Table of Contents



Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,


December 31,


March 31,2008


2007


2007(in thousands)Deferred tax assets:Employee benefits

$
48,868


$
40,038


$
16,501Legal matters


65,988



59,388



5,048Accounts receivable allowances


145,579



152,123



126,191Inventories


23,916







8,859Deferred revenue










43,250Investments


16,852



4,321



7,256Other reserves


26,158



6,767



Tax credits


4,200



3,575



3,112Net operating losses


134,779



99,289



17,111Convertible debt


42,733



40,514



44,100Other


82,428



20,885



3,801591,501



426,900



275,229Less: Valuation allowance


(110,194
)


(76,100
)


(18,355
)Total deferred tax assets


481,307



350,800



256,874Deferred tax liabilities:Inventory


2,818



16,897



Plant and equipment


77,056



67,425



40,698Intangible assets


663,987



947,009



98,285Investments


2,541



9,813



10,779Other


66,190







1,890Total deferred tax liabilities


812,592



1,041,144



151,652Deferred tax (liabilities) assets, net

$
(331,285
)

$
(690,344
)

$
105,222Classification in the Consolidated Balance Sheets:Deferred income tax benefit  current

$
199,278


$
192,113


$
145,343Deferred income tax liability  current


(1,935
)


(24,344
)


Deferred income tax benefit  noncurrent


16,493



18,703



45,779Deferred income tax liability  noncurrent


(545,121
)


(876,816
)


(85,900
)Deferred tax (liability) asset, net

$
(331,285
)

$
(690,344
)

$
105,222  106




---



##### Table of Contents



Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,
    2008


December 31,
    2007


March 31, 2007Statutory tax rate


35.0
%


35.0
%


35.0
%State and Puerto Rico income taxes and credits


(41.0
)%


(0.6
)%


2.8
%Research and Development tax credits


4.9
%


0.3
%


(0.3
)%Acquired In-Process R & D


0.0
%


(41.1
)%


12.1
%Effect of foreign operations


9.5
%


1.8
%


0.0
%Impairment of goodwill


(281.8
)%


0.0
%


0.0
%Other items


(14.0
)%


(1.0
)%


(0.7
)%Effective tax rate


(287.4
)%


(5.6
)%


48.9
%   Valuation
    Allowance
    Net
    Operating Losses
    Acquired
    In-Process Research and Development
  No. 96-7, Accounting for Deferred Taxes on In-Process Research and
    Development Activities Acquired in a Purchase Business
    Combination No. 96-7).
  No. 96-7,
  Undistributed
    Earnings
   107




---



##### Table of Contents



Federal
    Tax Credits and Ongoing IRS Examinations
      FIN 48
         108




---



##### Table of Contents



Unrecognized TaxBenefits(in thousands)Balance at December 31, 2007

$
77,600Additions for current year tax positions


49,169Additions for prior year tax positions


538Reductions for prior year tax positions


(3,313
)Settlements


Reductions related to expirations of statute of limitations


(4,819
)Addition due to cumulative adjustment


47,338Balance at December 31, 2008

$
166,513   Unrecognized TaxBenefits(in thousands)Balance at March 31, 2007

$
42,900Additions for current year tax positions


5,700Additions for prior year tax positions


4,400Reductions for prior year tax positions


(3,300
)Settlements


(10,500
)Reductions related to expirations of statute of limitations


(1,200
)Addition due to cumulative adjustment


39,600Balance at December 31, 2007

$
77,600       Note 14.
    Preferred
    and Common Stock     109




---



##### Table of Contents



Note 15.
    Stock-Based
    Incentive Plan  2003 Long-Term
    Incentive Plan
  1997 Incentive Stock
    Option Plan
 110




---



##### Table of Contents



Weighted AverageNumber of Shares


Exercise PriceUnder Option


per ShareOutstanding at March 31, 2006


21,358,670


$
15.16Options granted


1,139,400



21.65Options exercised


(4,053,061
)


12.18Options forfeited


(797,281
)


17.28Outstanding at March 31, 2007


17,647,728



16.17Options granted


4,303,792



15.91Options exercised


(459,836
)


13.18Options forfeited


(661,148
)


17.51Outstanding at December 31, 2007


20,830,536



16.15Options granted


4,180,133



11.46Options exercised


(107,707
)


10.20Options forfeited


(1,479,921
)


16.64Outstanding at December 31, 2008


23,423,041


$
15.32Vested and expected to vest at December 31, 2008


22,852,133


$
15.35Options exercisable at December 31, 2008


15,048,569


$
15.86       Weighted AverageRestricted

Number of Restricted


Grant-DateStock Awards

Stock Awards


Fair ValueNonvested at December 31, 2007


1,295,347


$
16.95Granted


1,699,856



11.30Released


(367,939
)


15.57Forfeited


(83,916
)


14.22Nonvested at December 31, 2008


2,543,348


$
13.46        111




---



##### Table of Contents



Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,
    2008


December 31,
    2007


March 31, 2007Volatility


31.0
%


30.8
%


34.0
%Risk-free interest rate


2.2
%


4.6
%


4.8
%Dividend yield


0.0
%


0.0
%


1.1
%Expected term of options (in years)


4.5



5.0



4.5Forfeiture rate


5.5
%


3.0
%


3.0
%Weighted average grant date fair value per option

$
3.37


$
5.60


$
6.90     Note 16.
    Employee
    Benefits  Defined
    Benefit Plans
      Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans, an
    amendment of FASB Statements No. 87, 88, 106, and 132(R)
 112




---



##### Table of Contents



Defined
    Contribution Plans
      Other
    Benefit Arrangements
    non-U.S. Mylan
  Note 17.
    Segment
    Information  non-cash
  step-up, non-cash
      113




---



##### Table of Contents



Calendar Year EndedDecember 31, 2008

Generics Segment


Specialty Segment


Matrix Segment


Corporate/Other(1)


Consolidated(in thousands)Total revenuesThird party

$
3,907,518


$
385,963


$
376,007


$
468,097


$
5,137,585Intersegment


1,798



31,278



68,813



(101,889
)


Total


3,909,316



417,241



444,820



366,208


$
5,137,585Segment profitability

$
969,929


$
36,649


$
25,033


$
(733,726
)

$
297,885   Nine Months EndedDecember 31, 2007

Generics Segment


Specialty Segment


Matrix Segment


Corporate/Other(1)


ConsolidatedTotal revenuesThird party

$
1,812,404


$
102,126


$
264,231


$



$
2,178,761Intersegment


563



3,401



29,547



(33,511
)


Total


1,812,967



105,527



293,778



(33,511
)

$
2,178,761Segment profitability

$
590,363


$
18,880


$
18,120


$
(1,615,628
)

$
(988,265
)   Fiscal Year EndedMarch 31, 2007

Generics Segment


Specialty Segment


Matrix Segment


Corporate/Other(1)


ConsolidatedTotal revenuesThird party

$
1,532,407


$



$
79,412


$



$
1,611,819Intersegment










16,389



(16,389
)


Total


1,532,407







95,801



(16,389
)

$
1,611,819Segment profitability

$
712,685


$



$
8,578


$
(293,709
)

$
427,554     (1)

    
    Includes corporate general and administrative expenses,
    litigation settlements, intercompany eliminations, revenue
    related to the sale of Bystolic product rights, amortization of
    intangible assets and certain purchase accounting items (such as
    the write-off of in-process research and development and the
    amortization of the inventory
    step-up),
    non-cash impairment charges, and other expenses not directly
    attributable to segments.    Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,
    2008


December 31,
    2007


March 31, 2007(in thousands)Allergy

$
219,308


$
28,301


$
Anti-infective Agents


455,513



166,383



60,768Cardiovascular


889,523



587,020



463,610Central Nervous System


1,235,340



584,466



579,814Dermatology


72,944



44,718



58,066Endocrine and Metabolic


408,384



198,875



133,967Gastrointestinal


357,489



149,804



59,655Renal and Genitourinary


209,374



122,484



148,494Respiratory Agents


310,993



71,167



7,810Other(1)


472,369



209,725



74,763$
4,631,237


$
2,162,943


$
1,586,947  114




---



##### Table of Contents



(1)

    
    Other consists of numerous therapeutic classes, none of which
    individually exceeds 5% of consolidated net revenues.  Geographic
    Information
    Calendar Year Ended


Nine Months Ended


Fiscal Year EndedDecember 31,
    2008


December 31,
    2007


March 31, 2007(in thousands)Net third-party revenuesThe AmericasUnited States

$
2,075,308


$
1,342,564


$
1,506,419Other Americas


163,512



68,117



2,622Europe(1)


1,755,807



508,549



50,958Asia


636,610



243,713



26,948$
4,631,237


$
2,162,943


$
1,586,947     (1)

    
    Sales in France consisted of 16% of consolidated net revenues
    for the calendar year ended December 31, 2008.  Note 18.
    Commitments      OperatingDecember 31,

Leases(in thousands)2009

$
30,0812010


24,1782011


19,2302012


12,8142013


10,128Thereafter


57,905$
154,336      115




---



##### Table of Contents



Note 19.
    Contingencies  Legal
    Proceedings
    Omeprazole
    Lorazepam
    and Clorazepate
   116




---



##### Table of Contents



Pricing
    and Medicaid Litigation
    and/or and/or and/or and/or and/or
     117




---



##### Table of Contents



Modafinil
    Antitrust Litigation and FTC Inquiry
    Levetiracetam
   118




---



##### Table of Contents



Digitek®

    Recall
  ®
  Pioglitazone
    Litigation
    related to the former Merck Generics Business
    Other
    Litigation
   119




---



##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting    Internal
    Control  Integrated Framework
  Form 10-K.
 120




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm          Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB Statement
    No. 109
    Internal Control  Integrated Framework
    121




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
        Internal Control  Integrated Framework
      122




---



##### Table of Contents



Mylan
    Inc.

Supplementary Financial Information  Quarterly
    Financial Data (unaudited,
    in thousands, except per share data)
  Calendar Year Ended December 31, 2008
  Three-Month Period EndedMarch 31,


June 30,


September 30,


December 31,2008(3)


2008


2008(4)


2008Total revenues

$
1,074,461


$
1,203,122


$
1,656,848


$
1,203,154Gross profit


350,221



414,210



911,137



394,653Net (loss) earnings available to common shareholders


(443,893
)


(8,366
)


171,999



(39,990
)(Loss) earnings per
    share(1):Basic

$
(1.46
)

$
(0.03
)

$
0.56


$
(0.13
)Diluted

$
(1.46
)

$
(0.03
)

$
0.45


$
(0.13
)Share
    prices(2):High

$
15.40


$
13.35


$
14.02


$
11.28Low

$
10.33


$
11.40


$
10.85


$
5.77   Nine Months Ended December 31, 2007
  Three-Month Period EndedJune 30,


September 30,


December 31,2007


2007


2007(5)Total revenues

$
546,321


$
477,091


$
1,155,349Gross profit


296,708



221,641



356,099Net (loss) earnings available to common shareholders


79,727



149,827



(1,383,577
)(Loss) earnings per
    share(1):Basic

$
0.32


$
0.60


$
(5.04
)Diluted

$
0.32


$
0.60


$
(5.04
)Share
    prices(2):High

$
22.64


$
18.19


$
16.87Low

$
18.19


$
14.00


$
13.25     (1)

    
    The sum of earnings per share for the quarters may not equal
    earnings per share for the total year due to changes in the
    average number of common shares outstanding and the effect of
    the if-converted method related to our outstanding mandatorily
    redeemable preferred stock.(2)

    
    Closing prices for all dates prior to December 29, 2008 are
    as reported on the New York Stock Exchange. Closing prices for
    December 31, 2008 are as reported on The NASDAQ Stock
    Market.(3)

    
    The results for the three months ended March 31, 2008,
    include a $385.0 million non-cash goodwill impairment
    charge.(4)

    
    The results for the three months ended September 30, 2008,
    include $455.0 million of revenue and gross profit related
    to the sale of the Bystolic product rights.(5)

    
    The results for the three months ended December 31, 2007,
    include the results of the former Merck Generics business since
    its acquisition on October 2, 2007, and certain purchase
    accounting adjustments, including $1.27 billion related to
    acquired in-process research and development. 123




---



##### Table of Contents



ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures        ITEM 9B.
    Other
    Information   PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance    Code of
    Ethics
    ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   124




---



##### Table of Contents



ITEM 14.
    Principal
    Accounting Fees and Services   PART IV  ITEM 15.
    Exhibits,
    Financial Statement Schedules  1.
    Consolidated
    Financial Statements    2.
    Financial
    Statement Schedules  MYLAN
    INC. AND SUBSIDIARIES
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
    (in thousands)
  Additions


Additions(Deductions)


(Deductions)Charged to


Charged toBeginning


Costs and


Other





EndingDescription

Balance


Expenses


Accounts


Deductions


BalanceAllowance for doubtful accounts:Calendar year ended December 31, 2008

$
38,088


$
(2,355
)

$
(2,502
)

$
(6,338
)

$
26,893Nine months ended December 31, 2007

$
15,149


$
9,959


$
13,255
*

$
(275
)

$
38,088Fiscal year ended March 31, 2007

$
10,954


$
(500
)

$
4,778
**

$
(83
)

$
15,149Valuation allowance for deferred tax assets:Calendar year ended December 31, 2008

$
76,100


$
53,421


$
(16,285
)

$
(3,042
)

$
110,194Nine months ended December 31, 2007

$
18,355


$
33,545


$
24,200
*

$



$
76,100Fiscal year ended March 31, 2007

$
1,644


$
5,531


$
11,180
**

$



$
18,355     *
    
    Allowance recorded as part of the former Merck Generics business
    acquisition.**
    
    Allowance recorded as part of the Matrix acquisition.  3.
    Exhibits  3.1(a)

Amended and Restated Articles of Incorporation of the
    registrant, filed as Exhibit 3.1 to the Form 10-Q for the
    quarterly period ended June 30, 2003, and incorporated herein by
    reference.3.1(b)

Amendment to Amended and Restated Articles of Incorporation of
    the registrant, filed as Exhibit 3.2 to the Report on Form 8-K
    filed with the SEC on October 5, 2007, and incorporated herein
    by reference.3.1(c)

Amendment to Amended and Restated Articles of Incorporation of
    the registrant, filed as Exhibit 3.1 to the Report on Form 8-K
    filed with the SEC on November 20, 2007, and incorporated herein
    by reference.3.2

Bylaws of the registrant, as amended to date, filed as Exhibit
    3.1 to the Report of Form 8-K filed on December 21, 2007, and
    incorporated herein by reference.4.1(a)

Rights Agreement dated as of August 22, 1996, between the
    registrant and American Stock Transfer & Trust Company,
    filed as Exhibit 4.1 to the Report on Form 8-K filed with the
    SEC on September 3, 1996, and incorporated herein by reference. 125




---



##### Table of Contents



4.1(b)

Amendment to Rights Agreement dated as of November 8, 1999,
    between the registrant and American Stock Transfer & Trust
    Company, filed as Exhibit 1 to Form 8-A/A filed with the SEC on
    March 31, 2000, and incorporated herein by reference.4.1(c)

Amendment No. 2 to Rights Agreement dated as of August 13, 2004,
    between the registrant and American Stock Transfer & Trust
    Company, filed as Exhibit 4.1 to the Report on Form 8-K filed
    with the SEC on August 16, 2004, and incorporated herein by
    reference.4.1(d)

Amendment No. 3 to Rights Agreement dated as of September 8,
    2004, between the registrant and American Stock Transfer &
    Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K
    filed with the SEC on September 9, 2004, and incorporated herein
    by reference.4.1(e)

Amendment No. 4 to Rights Agreement dated as of December 2,
    2004, between the registrant and American Stock Transfer &
    Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K
    filed with the SEC on December 3, 2004, and incorporated herein
    by reference.4.1(f)

Amendment No. 5 to Rights Agreement dated as of December 19,
    2005, between the registrant and American Stock Transfer &
    Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K
    filed with the SEC on December 19, 2005, and incorporated herein
    by reference.4.2(a)

Indenture, dated as of July 21, 2005, between the registrant and
    The Bank of New York, as trustee, filed as Exhibit 4.1 to the
    Report on Form 8-K filed with the SEC on July 27, 2005, and
    incorporated herein by reference.4.2(b)

Second Supplemental Indenture, dated as of October 1, 2007,
    among the registrant, the Subsidiaries of the registrant listed
    on the signature page thereto and The Bank of New York, as
    trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed
    with the SEC on October 5, 2007, and incorporated herein by
    reference.4.3

Registration Rights Agreement, dated as of July 21, 2005, among
    the registrant, the Guarantors party thereto and Merrill Lynch,
    Pierce, Fenner & Smith Incorporated, BNY Capital Markets,
    Inc., KeyBanc Capital Markets (a Division of McDonald
    Investments Inc.), PNC Capital Markets, Inc. and SunTrust
    Capital Markets, Inc., filed as Exhibit 4.2 to the Report on
    Form 8-K filed with the SEC on July 27, 2005, and incorporated
    herein by reference.4.4

Indenture, dated as of September 15, 2008, among the registrant,
    the guarantors named therein and Bank of New York Mellon as
    trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed
    with the SEC on September 15, 2008, and incorporated herein by
    reference.10.1

1986 Incentive Stock Option Plan, as amended to date, filed as
    Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
    1993, and incorporated herein by reference.*10.2

1997 Incentive Stock Option Plan, as amended to date, filed as
    Exhibit 10.3 to Form 10-Q for the quarter ended September 30,
    2002, and incorporated herein by reference.*10.3

1992 Nonemployee Director Stock Option Plan, as amended to date,
    filed as Exhibit 10(l) to Form 10-K for the fiscal year ended
    March 31, 1998, and incorporated herein by reference.*10.4(a)

Amended and Restated 2003 Long-Term Incentive Plan, filed as
    Appendix A to Definitive Proxy Statement on Schedule 14A, filed
    with the SEC on March 28, 2008, and incorporated herein by
    reference.*10.4(b)

Form of Stock Option Agreement under the 2003 Long-Term
    Incentive Plan, filed as Exhibit 10.4(b) to Form 10-K for the
    fiscal year ended March 31, 2005, and incorporated herein by
    reference.*10.4(c)

Form of Restricted Share Award under the 2003 Long-Term
    Incentive Plan, filed as Exhibit 10.4(c) to Form 10-K for the
    fiscal year ended March 31, 2005, and incorporated herein by
    reference.*10.4(d)

Amendment No. 1 to the Amended and Restated 2003 Long-Term
    Incentive Plan, dated as of December 17, 2008.*10.5

Mylan Inc. Severance Plan, amended as of December 17, 2008.*10.6

3.75% Cash Convertible Notes due 2015 Purchase Agreement dated
    September 9, 2008, among the registrant and the initial
    purchaser named therein, filed as Exhibit 1.1 to the Report on
    Form 8-K filed with the SEC on September 15, 2008, and
    incorporated herein by reference.10.7(a)

Confirmation of OTC Convertible Note Hedge Transaction dated
    September 9, 2008, among the registrant, Merrill Lynch
    International and Merrill Lynch, Pierce, Fenner & Smith
    Incorporated, filed as Exhibit 10.1 to the Report on Form 8-K
    filed with the SEC on September 15, 2008, and incorporated
    herein by reference. 126




---



##### Table of Contents



10.7(b)

Confirmation of OTC Convertible Note Hedge Transaction, amended
    as of November 25, 2008, among the registrant, Merrill Lynch
    International and Merrill Lynch, Pierce, Fenner & Smith
    Incorporated.10.8

Confirmation of OTC Convertible Note Hedge Transaction dated
    September 9, 2008, between the registrant and Wells Fargo Bank,
    National Association, filed as Exhibit 10.2 to the Report on
    Form 8-K filed with the SEC on September 15, 2008, and
    incorporated herein by reference.10.9

Confirmation of OTC Warrant Transaction dated September 9, 2008,
    among the registrant, Merrill Lynch International and Merrill
    Lynch, Pierce, Fenner & Smith Incorporated, filed as
    Exhibit 10.3 to the Report on Form 8-K filed with the SEC on
    September 15, 2008, and incorporated herein by reference.10.10

Confirmation of OTC Warrant Transaction dated September 9, 2008,
    between the registrant and Wells Fargo Bank, National
    Association, filed as Exhibit 10.4 to the Report on Form 8-K
    filed with the SEC on September 15, 2008, and incorporated
    herein by reference.10.11

Amendment to Confirmation of OTC Warrant Transaction dated
    September 15, 2008 among the registrant, Merrill Lynch
    International and Merrill Lynch, Pierce, Fenner & Smith
    Incorporated, filed as Exhibit 10.5 to the Report on Form 8-K
    filed with the SEC on September 15, 2008, and incorporated
    herein by reference.10.12

Amendment to Confirmation of OTC Warrant Transaction dated
    September 15, 2008, between the registrant and Wells Fargo Bank,
    National Association, filed as Exhibit 10.6 to the Report on
    Form 8-K filed with the SEC on September 15, 2008, and
    incorporated herein by reference.10.13

Amendment to Confirmation of OTC Warrant Transaction dated as of
    September 9, 2008 among Mylan Inc., Merrill Lynch International
    and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
    filed as Exhibit 10.7 to the Report on Form 8-K filed with the
    SEC on September 15, 2008, and incorporated herein by reference.10.14

Amendment to Confirmation of OTC Warrant Transaction dated as of
    September 9, 2008 among Mylan Inc., Merrill Lynch International
    and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
    filed as Exhibit 10.8 to the Report on Form 8-K filed with the
    SEC on September 15, 2008, and incorporated herein by reference.10.15

Calculation Agent Agreement dated September 9, 2008, among the
    registrant, Wells Fargo Bank, National Association and Goldman
    Sachs International, filed as Exhibit 10.9 to the Report on Form
    8-K filed with the SEC on September 15, 2008, and incorporated
    herein by reference.10.16(a)

Amended and Restated Executive Employment Agreement dated as of
    April 3, 2006, between the registrant and Robert J. Coury filed
    as Exhibit 10.5 to Form 10-K for the fiscal year ended March 31,
    2006, and incorporated herein by reference.*10.16(b)

Amendment No. 1 to Amended and Restated Executive Employment
    Agreement, dated as of December 22, 2008, between the registrant
    and Robert J. Coury.*10.17(a)

Executive Employment Agreement dated as of July 1, 2004, between
    the registrant and Edward J. Borkowski, filed as Exhibit 10.27
    to Form 10-Q/A for the quarter ended September 30, 2004, and
    incorporated herein by reference.*10.17(b)

Amendment No. 1 to Executive Employment Agreement dated as of
    April 3, 2006, between the registrant and Edward J. Borkowski
    filed as Exhibit 10.6(b) to Form 10-K for the fiscal year ended
    March 31, 2006, and incorporated herein by reference.*10.17(c)

Amendment No. 2 to Executive Employment Agreement dated as of
    March 12, 2008, by and between registrant and Edward J.
    Borkowski filed as Exhibit 99.1 to the Report on Form 8-K filed
    with the SEC on March 12, 2008, and incorporated herein by
    reference.*10.17(d)

Amendment No. 3 to Executive Employment Agreement dated as of
    December 22, 2008, by and between registrant and Edward J.
    Borkowski.*10.18(a)

Executive Employment Agreement, dated as of January 31, 2007,
    between the registrant and Heather Bresch filed as Exhibit 10.3
    to Form 10-Q for the quarter ended March 31, 2008, and
    incorporated herein by reference.*10.18(b)

Amendment No. 1 to Executive Employment Agreement dated as of
    October 2, 2007, by and between the registrant and Heather
    Bresch filed as Exhibit 10.4 to Form 10-Q for the quarter ended
    March 31, 2008, and incorporated herein by reference.*10.18(c)

Amendment No. 2 to Executive Employment Agreement dated as of
    December 22, 2008, by and between the registrant and Heather
    Bresch.* 127




---



##### Table of Contents



10.19(a)

Executive Employment Agreement, dated as of January 31, 2007,
    between the registrant and Rajiv Malik filed as Exhibit 10.6 to
    Form 10-Q for the quarter ended March 31, 2008, and incorporated
    herein by reference.*10.19(b)

Amendment No. 1 to Executive Employment Agreement dated as of
    October 2, 2007, by and between the registrant and Rajiv Malik
    filed as Exhibit 10.7 to Form 10-Q for the quarter ended March
    31, 2008, and incorporated herein by reference.*10.19(c)

Amendment No. 2 to Executive Employment Agreement dated as of
    December 22, 2008, by and between the registrant and Rajiv
    Malik.*10.20(a)

Retirement Benefit Agreement dated as of December 31, 2004,
    between the registrant and Robert J. Coury filed as Exhibit 10.7
    to Form 10-Q for the quarter ended December 31, 2004, and
    incorporated herein by reference.*10.20(b)

Amendment No. 1 to Retirement Benefit Agreement dated as of
    April 3, 2006, between the registrant and Robert J. Coury filed
    as Exhibit 10.11(b) to Form 10-K for the fiscal year ended March
    31, 2006, and incorporated herein by reference.*10.20(c)

Amendment No. 2 to Retirement Benefit Agreement dated as of
    December 22, 2008, between the registrant and Robert J. Coury.*10.21(a)

Retirement Benefit Agreement dated as of December 31, 2004,
    between the registrant and Edward J. Borkowski, filed as Exhibit
    10.8 to Form 10-Q for the quarter ended December 31, 2004, and
    incorporated herein by reference.*10.21(b)

Amendment No. 1 to Retirement Benefit Agreement dated as of
    April 3, 2006, between the registrant and Edward J. Borkowski
    filed as Exhibit 10.12(b) to Form 10-K for the fiscal year ended
    March 31, 2006, and incorporated herein by reference.*10.21(c)

Amendment No. 2 to Retirement Benefit Agreement dated as of
    December 22, 2008, between the registrant and Edward J.
    Borkowski.*10.22

Retirement Benefit Agreement dated January 27, 1995, between the
    registrant and C.B. Todd, filed as Exhibit 10(b) to Form 10-K
    for the fiscal year ended March 31, 1995, and incorporated
    herein by reference.*10.23(a)

Retirement Benefit Agreement dated January 27, 1995, between the
    registrant and Milan Puskar, filed as Exhibit 10(b) to Form 10-K
    for the fiscal year ended March 31, 1995, and incorporated
    herein by reference.*10.23(b)

First Amendment to Retirement Benefit Agreement dated September
    27, 2001, between the registrant and Milan Puskar, filed as
    Exhibit 10.1 to Form 10-Q for the quarter ended September 30,
    2001, and incorporated herein by reference.*10.23(c)

Amendment No. 2 to Retirement Benefit Agreement dated as of
    April 25, 2008, by and between registrant and Milan Puskar,
    filed as Exhibit 10.1 to Form 10-Q for the quarter ended June
    30, 2008, and incorporated herein by reference.*10.24

Split Dollar Life Insurance Arrangement between the registrant
    and the Milan Puskar Irrevocable Trust filed as Exhibit 10(h) to
    Form 10-K for the fiscal year ended March 31, 1996, and
    incorporated herein by reference.*10.25(a)

Transition and Succession Agreement dated as of December 15,
    2003, between the registrant and Robert J. Coury, filed as
    Exhibit 10.19 to Form 10-Q for the quarter ended December 31,
    2003, and incorporated herein by reference.*10.25(b)

Amendment No. 1 to Transition and Succession Agreement dated as
    of December 2, 2004, between the registrant and Robert J. Coury,
    filed as Exhibit 10.1 to Form 10-Q for the quarter ended
    December 31, 2004, and incorporated herein by reference.*10.25(c)

Amendment No. 2 to Transition and Succession Agreement dated as
    of April 3, 2006, between the registrant and Robert J. Coury
    filed as Exhibit 10.19(c) to Form 10-K for the fiscal year ended
    March 31, 2006, and incorporated herein by reference.*10.25(d)

Amendment No. 3 to Transition and Succession Agreement dated as
    of December 22, 2008, between the registrant and Robert J.
    Coury.*10.26(a)

Transition and Succession Agreement dated as of December 15,
    2003, between the registrant and Edward J. Borkowski, filed as
    Exhibit 10.20 to Form 10-Q for the quarter ended December 31,
    2003, and incorporated herein by reference.* 128




---



##### Table of Contents



10.26(b)

Amendment No. 1 to Transition and Succession Agreement dated as
    of December 2, 2004, between the registrant and Edward J.
    Borkowski, filed as Exhibit 10.2 to Form 10-Q for the quarter
    ended December 31, 2004, and incorporated herein by reference.*10.26(c)

Amendment No. 2 to Transition and Succession Agreement dated as
    of April 3, 2006, between the registrant and Edward J. Borkowski
    filed as Exhibit 10.20(c) to Form 10-K for the fiscal year ended
    March 31, 2006, and incorporated herein by reference.*10.26(d)

Amendment No. 3 to Transition and Succession Agreement dated as
    of December 22, 2008, between the registrant and Edward J.
    Borkowski.*10.27(a)

Amended and Restated Transition and Succession Agreement dated
    as of October 2, 2007, between the registrant and Heather
    Bresch, filed as Exhibit 10.2 to Form 10-Q for the quarter ended
    March 31, 2008, and incorporated herein by reference.*10.27(b)

Amendment No. 1 to Transition and Succession Agreement dated as
    of December 22, 2008, between the registrant and Heather Bresch.*10.28(a)

Transition and Succession Agreement dated as of January 31,
    2007, between the registrant and Rajiv Malik, filed as Exhibit
    10.5 to Form 10-Q for the quarter ended March 31, 2008, and
    incorporated herein by reference.*10.28(b)

Amendment No. 1 to Transition and Succession Agreement dated as
    of December 22, 2008, between the registrant and Rajiv Malik.*10.29

Executives Retirement Savings Plan, filed as Exhibit 10.14
    to Form 10-K for the fiscal year ended March 31, 2001, and
    incorporated herein by reference.*10.30

Supplemental Health Insurance Program For Certain Officers of
    the registrant, effective December 15, 2001, filed as Exhibit
    10.1 to Form 10-Q for the quarter ended December 31, 2001, and
    incorporated herein by reference.*10.31

Form of Indemnification Agreement between the registrant and
    each Director, filed as Exhibit 10.31 to Form 10-Q/A for the
    quarter ended September 30, 2004, and incorporated herein by
    reference.*10.32

Description of the registrants Director Compensation
    Arrangements in effect as of the date hereof.*10.33

Agreement Regarding Consulting Services and Shareholders
    Agreement dated as of December 31, 2007 by and among the
    registrant, MP Laboratories (Mauritius) Ltd, Prasad Nimmagadda,
    Globex and G2 Corporate Services Limited, filed as Exhibit 10.26
    to Form 10-KT/A for the period ended December 31, 2007, and
    incorporated herein by reference.10.34(a)

Share Purchase Agreement dated May 12, 2007 by and among Merck
    Generics Holding GmbH, Merck Internationale Beteiligung GmbH,
    Merck KGaA and the registrant, filed with the Report on Form 8-K
    filed with the SEC on May 17, 2007, and incorporated herein by
    reference.10.34(b)

Amendment No. 1 to Share Purchase Agreement by and among the
    registrant and Merck Generics Holding GmbH, Merck S.A. Merck
    Internationale Beteiligung GmbH and Merck KGaA, filed as Exhibit
    10.1 to the Report on Form 8-K filed with the SEC on October 5,
    2007, and incorporated herein by reference.10.35

Amended and Restated Credit Agreement dated as of December 20,
    2007 by and among the registrant, Mylan Luxembourg 5
    S.à.r.l., certain lenders and JPMorgan Chase Bank, National
    Association, as Administrative Agent, filed as Exhibit 10.1 to
    the Report on Form 8-K filed with the SEC on December 27, 2007,
    and incorporated herein by reference.10.36

Separation Agreement and Release dated February 20, 2009,
    by and between the registrant and Edward J. Borkowski.*21

Subsidiaries of the registrant.23

Consent of Independent Registered Public Accounting Firm.31.1

Certification of CEO pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31.2

Certification of CFO pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32

Certification of CEO and CFO pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.     *
    
    Denotes management contract or compensatory plan or arrangement. 129




---



##### Table of Contents



SIGNATURES      by
    /s/  ROBERT
    J. COURY        Signature

Title/s/  ROBERT
    J. COURYRobert
    J. Coury

Vice Chairman, Chief Executive Officer and Director
    (Principal Executive Officer)/s/  EDWARD
    J. BORKOWSKIEdward
    J. Borkowski

Executive Vice President and Chief Financial Officer(Principal Financial Officer)/s/  DANIEL
    C. RIZZO, JR.Daniel
    C. Rizzo, Jr.

Senior Vice President and Corporate Controller(Principal Accounting Officer)/s/  MILAN
    PUSKARMilan
    Puskar

Chairman and Director/s/  WENDY
    CAMERONWendy
    Cameron

Director/s/  NEIL
    DIMICKNeil
    Dimick

Director/s/  DOUGLAS
    J. LEECHDouglas
    J. Leech

Director/s/  JOSEPH
    C. MAROON, M.D.Joseph
    C. Maroon, M.D.

Director/s/  PRASAD
    NIMMAGADDAPrasad
    Nimmagadda

Director/s/  ROD
    PIATTRod
    Piatt

Director/s/  C.B.
    TODDC.B.
    Todd

Director/s/  R.L.
    VANDERVEEN, PH.D., R.PH.R.L.
    Vanderveen, Ph.D., R.Ph.

Director  130




---



##### Table of Contents



EXHIBIT INDEX
  10
.4(d)

Amendment No. 1 to the Mylan Inc. Amended and Restated 2003
    Long-Term Incentive Plan, dated as of December 17, 2008.10
.5

Mylan Inc. Severance Plan as of December 17, 2008.10
.7(b)

Confirmation of the Amendment to the OTC Convertible Note Hedge
    Transaction dated as of November 25, 2008, among the
    registrant, Merrill Lynch International and Merrill Lynch,
    Pierce, Fenner & Smith Incorporated.10
.16(b)

Amendment to Amended and Restated Executive Employment
    Agreement, dated as of December 22, 2008, between the
    registrant and Robert J. Coury.10
.17(d)

Amendment No. 3 to Executive Employment Agreement dated as
    of December 22, 2008, by and between registrant and Edward
    J. Borkowski.10
.18(c)

Amendment No. 2 to Executive Employment Agreement dated as
    of December 22, 2008, by and between the registrant and
    Heather Bresch.10
.19(c)

Amendment No. 2 to Executive Employment Agreement dated as
    of December 22, 2008, by and between the registrant and
    Rajiv Malik.10
.20(c)

Amendment No. 2 to Retirement Benefit Agreement dated as of
    December 22, 2008, between the registrant and Robert J.
    Coury.10
.21(c)

Amendment No. 1 to Retirement Benefit Agreement dated as of
    December 22, 2008, between the registrant and Edward J.
    Borkowski.10
.25(d)

Amendment No. 3 to Transition and Succession Agreement
    dated as of December 22, 2008, between the registrant and
    Robert J. Coury.10
.26(d)

Amendment No. 3 to Transition and Succession Agreement
    dated as of December 22, 2008, between the registrant and
    Edward J. Borkowski.10
.27(b)

Amendment No. 1 to Transition and Succession Agreement
    dated as of December 22, 2008, between the registrant and
    Heather Bresch.10
.28(b)

Amendment No. 1 to Transition and Succession Agreement
    dated as of December 22, 2008, between the registrant and
    Rajiv Malik.10
.32

Description of the registrants Director Compensation
    Arrangements in effect as of the date hereof.*10
.36

Separation Agreement and Release dated February 20, 2009,
    by and between the registrant and Edward J. Borkowski.*21


Subsidiaries of the registrant.23


Consent of Independent Registered Public Accounting Firm.31
.1

Certification of CEO pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of CFO pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32


Certification of CEO and CFO pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.  131