-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JONzXVo3VEIoVYJVzRsIdRYh8uLkHAOsdRc64n7aXHyC2X6/Zzen/gm++4qnTzpq H1yY4P6RUJWC8tpzyOxUdA== /in/edgar/work/0000950123-00-009578/0000950123-00-009578.txt : 20001023 0000950123-00-009578.hdr.sgml : 20001023 ACCESSION NUMBER: 0000950123-00-009578 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001020 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03305 FILM NUMBER: 743352 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 8-K 1 y41577e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 20, 2000 MERCK & CO., Inc. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-3305 22-1109110 (Commission File Number) (I.R.S. Employer Identification No.) One Merck Drive, PO Box 100, Whitehouse Station, NJ 08889-0100 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (908) 423-1000 2 Item 5. Other Events Incorporated by reference is a press release issued by the Registrant on October 20, 2000, attached as Exhibit 99(a). Also incorporated by reference is certain supplemental information not included in the press release, attached as Exhibit 99(b). Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99(a) Press release issued Filed with October 20, 2000 regarding this document earnings for third quarter Exhibit 99(b) Certain supplemental information Filed with not included in the press release this document
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERCK & CO., Inc. Date: October 20, 2000 By: /s/ Debra A. Bollwage ---------------------------------- DEBRA A. BOLLWAGE Assistant Secretary 2 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99(a) Press release issued October 20, 2000 regarding earnings for third quarter 99(b) Certain supplemental information not included in the press release 3 EX-99.A 2 y41577ex99-a.txt PRESS RELEASE 1 Exhibit 99(a) Press Contact: Greg Reaves Investor Contact: Laura Jordan (908) 423-6022 (908) 423-5185 MERCK'S EARNINGS PER SHARE INCREASED 22% FOR THE THIRD QUARTER 2000, DRIVEN BY RECORD SALES OF MORE THAN $10 BILLION WHITEHOUSE STATION, N.J., October 20, 2000 -- Merck & Co., Inc. today announced that earnings per share for the third quarter of 2000 were $0.78, up 22% over the third quarter of 1999. For the quarter, net income increased 19% to $1,835.9 million driven by sales of $10.6 billion, up 29% over the same period last year. For the first nine months, earnings per share were $2.15, an increase of 20% over 1999. Net income grew 17% to $5,057.3 million fueled by a 22% sales increase to $28.9 billion, for the first nine months of 2000. "Income growth for the quarter and first nine months reflects strong sales volume gains in the U.S. and international markets, as well as manufacturing productivity improvements," said Raymond V. Gilmartin, chairman, president and chief executive officer. "These gains helped fund research and development and promotion programs in support of our key products." Sales volume growth was driven by the Company's human health products, which increased 19% and 18% for the third quarter and nine months, respectively, and the Merck-Medco Managed Care business. Sales outside of the United States accounted for 37% of the Company's human health sales for the first nine months. Foreign exchange reduced the human health sales growth for both the third quarter and first nine months by one percentage point. - more - 2 "We are proud of the achievements of our newest medicine VIOXX which, together with ZOCOR, COZAAR/HYZAAR*, FOSAMAX, and SINGULAIR are driving Merck's strong performance," Mr. Gilmartin said. These products accounted for 55% of Merck's worldwide human health sales for the first nine months. "Not only are Merck's medicines achieving success in markets in the United States and abroad, they are also improving the lives of millions of patients worldwide," Mr. Gilmartin said. "More than 15 million prescriptions in the United States alone have been written for VIOXX, our new medicine for osteoarthritis, since its extraordinarily successful launch last year, and it continues as the world's fastest growing prescription arthritis medicine. VIOXX has now achieved nearly $1.5 billion in sales so far this year - more than $600 million in this quarter alone. A key reason for its success is that VIOXX is the only COX-2 inhibitor approved by the U.S. Food and Drug Administration (FDA) both for osteoarthritis and acute pain." A pilot study in osteoarthritis comparing VIOXX and celecoxib, a competitive product, presented at the European League Against Rheumatism in June, showed that VIOXX reduced osteoarthritis pain at night and at rest to a greater degree than either celecoxib 200 mg or acetaminophen 4,000 mg. In June, Merck submitted a Supplemental New Drug Application for VIOXX to the FDA to request labeling changes based on the results of the 8,000-patient VIOXX Gastrointestinal Outcomes Research (VIGOR) study. In this study, VIOXX reduced the incidence of serious gastrointestinal side effects, such as ulcers and bleeding, by more than 50% compared to the nonsteroidal anti-inflammatory drug naproxen. Clinical programs are underway to explore other potential benefits for VIOXX, including the treatment of chronic pain, rheumatoid arthritis and in the prevention and treatment of Alzheimer's disease. Merck has also begun studies to investigate whether VIOXX can reduce the number of colon polyps in patients who suffer from them - a broad population at risk of developing colon cancer. -more - *COZAAR and HYZAAR are registered trademarks of E.I. DuPont de Nemours & Company, Wilmington, DE, USA. 2 3 Global sales of ZOCOR, Merck's cholesterol-modifying medicine, continue to show strong growth. Worldwide sales reached nearly $1.4 billion for the third quarter, up 18% over the same period in 1999. This performance continues to reflect physician confidence in the product's ability to manage all key lipids to save the lives of people with heart disease and high cholesterol. In the United States, the market for "statin" medicines continues to expand at about 20% a year. Opportunities for growth still remain because only about 40% of Americans with heart disease take a prescription cholesterol-lowering medicine. COZAAR and HYZAAR for high blood pressure are the world's most widely prescribed medicines in the angiotensin II antagonist class. Growth continues as physicians recognize the excellent efficacy and tolerability of these two products. That fact is reflected in $405 million in sales for this quarter, a 16% increase over 1999 third quarter sales. The Company has a number of trials underway to evaluate the medicines' effectiveness in improving survival and reducing disability associated with hypertension, diabetic kidney disease and recent heart attacks. FOSAMAX, the leading product worldwide for treatment of postmenopausal osteoporosis, is available in more than 100 countries and continues to show outstanding growth. Sales totaled $360 million this quarter, 29% over the same quarter in 1999. The Company has submitted applications to regulatory agencies worldwide, including the United States, for approval of an innovative once-weekly formulation. This novel dosage form already has been approved and launched in a number of smaller markets around the world and has been rapidly accepted by patients and physicians. The Company also received FDA approval in September to market FOSAMAX to increase bone mass in men with osteoporosis. -more- 3 4 SINGULAIR, Merck's nonsteroidal oral asthma controller drug, had the most successful launch of any asthma medicine in history and continues to show strong growth in all markets in which it has been introduced. Sales for this quarter were $235 million, up 81% compared to the same quarter in 1999. SINGULAIR is now the most prescribed asthma controller therapy among U.S. pediatricians and allergists. SINGULAIR effectively helps control asthma and is a convenient, nonsteroidal, once-a-day tablet. Regulatory approvals for use of SINGULAIR in asthmatic children ages 2 to 5 have been received in the United States and several countries in Latin America and approvals are pending in countries worldwide. Therapeutic choices to treat asthma in this difficult-to-treat age group have been limited in the past, due in part to the difficulty of administering inhaled therapies to young children and parental concerns about steroidal medications. Merck-Medco, the nation's largest provider of pharmacy services, continues to grow rapidly. More clients than ever are ordering prescriptions through merckmedco.com, the world's leading online pharmacy: the site processed a record 100,000 prescriptions per week in September. Merckmedco.com now fills more prescriptions than all of the other online pharmacies combined. Merck-Medco has grown significantly this year, gaining new clients from two important sources: 5 million people through the June acquisition of the pharmacy benefits manager ProVantage, and 9 million out of the 10 million people served by the UnitedHealth Group. Merck-Medco expects to integrate the remaining 1 million UnitedHealth Group plan members in the near future. In commenting on its outlook for the remainder of the year, the Company confirms that it is comfortable with the current analyst range on First Call for its fourth-quarter 2000 earnings per share of $0.73 to $0.76. -more- 4 5 Merck & Co., Inc. is a leading research-driven pharmaceutical products and services company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health, directly and through its joint ventures. Merck-Medco Managed Care manages pharmacy benefits for employers, insurers and other plan sponsors, encouraging the appropriate use of medicines and providing disease management programs. Through these complementary capabilities, Merck works to improve quality of life and contain overall health-care costs. This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements regarding the Company's expected growth rates. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Additional detailed information concerning a number of factors that could cause actual results to differ materially is readily available in Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, in its periodic reports on Form 10-Q and in its reports on Form 8-K (if any). Copies of these forms are available on request to Merck's Office of Stockholder Services. - more - 5 6 The following tables show the financial results for Merck & Co., Inc. and subsidiaries for the quarter and nine months ended September 30, 2000, compared with the corresponding periods of the prior year.
(In Millions Except Earnings per Common Share) Quarter Ended September 30 -------------------------------------------- % 2000 1999 Change ---- ---- ------ Sales $10,567.5 $8,195.7 +29% Costs, Expenses and Other Materials and production 5,952.5 4,365.9 +36% Marketing and Administrative 1,512.8 1,272.7 +19% Research and development 609.8 516.0 +18% Acquired Research -- 51.1 Equity income from affiliates (219.4) (227.1) -3% Other (income) expense, net 70.2 (17.6) Income Before Taxes 2,641.6 2,234.7 * Taxes on Income 805.7 695.1 Net Income 1,835.9 1,539.6 +19% Basic Earnings per Common Share $0.80 $0.65 +23% Earnings per Common Share $0.78 $0.64 +22% Assuming Dilution Average Shares Outstanding 2,299.4 2,343.0 Average Shares Outstanding 2,342.9 2,394.4 Assuming Dilution
* Normalized for one-time events occurring in the third quarter 1999, growth of "Income Before Taxes" for the quarter ended September 30, 2000 was 20%. - more - 6 7
(In Millions Except Earnings per Common Share) 9 Months Ended September 30 ------------------------------------------------- % 2000 1999 Change ---- ---- ------ Sales $28,895.9 $23,750.6 +22% Costs, Expenses and Other Materials and production 15,872.9 12,890.2 +23% Marketing and administrative 4,393.5 3,611.3 +22% Research and development 1,681.5 1,440.5 +17% Acquired Research -- 51.1 Equity income from affiliates (619.5) (581.5) +7% Other (income) expense, net 254.5 (69.1) Income Before Taxes 7,313.0 6,408.1 * Taxes on Income 2,255.7 2,090.8 Net Income 5,057.3 4,317.3 +17% Basic Earnings per Common Share $2.19 $1.83 +20% Earnings per Common Share $2.15 $1.79 +20% Assuming Dilution Average Shares Outstanding 2,306.7 2,353.6 Average Shares Outstanding 2,351.6 2,410.1 Assuming Dilution
* Normalized for one-time events occurring in 1999 and 2000, growth of "Income Before Taxes" for the nine months ended September 30, 2000 was 18%. # # # 7 EX-99.B 3 y41577ex99-b.txt SUPPLEMENTAL INFORMATION 1 EXHIBIT 99(b) MERCK & CO., INC. PRODUCT SALES DETAIL
3Q `00 vs. 3Q `99 TOTAL TOTAL U.S. U.S. Foreign Foreign PRODUCT % CHG $ % CHG $ % CHG $ VIOXX N/M $615 N/M $495 N/M $120 VASOTEC / VASERETIC -5% 460 21% 205 -19% 255 PRINIVIL / PRINZIDE 34% 295 36% 265 20% 30 COZAAR / HYZAAR 16% 405 6% 175 24% 230 MEVACOR 17% 135 29% 110 -17% 25 ZOCOR 18% 1,360 27% 905 3% 455 AGGRASTAT 75% 35 67% 25 100% 10 SINGULAIR 81% 235 90% 190 50% 45 MAXALT 80% 45 75% 35 100% 10 PROPECIA 11% 50 25% 25 0% 25 PROSCAR 9% 120 30% 65 -8% 55 PRIMAXIN 0% 140 -11% 40 5% 100 PEPCID -16% 190 -13% 175 -40% 15 FOSAMAX 29% 360 33% 260 18% 100 CRIXIVAN/STOCRIN -18% 140 -23% 50 -14% 90 TIMOPTIC/TIMOPTIC XE -14% 60 -40% 15 0% 45 TRUSOPT/COSOPT 13% 90 13% 45 13% 45 HEPATITIS VACCINES 31% 105 36% 95 N/M 10 VIRAL VACCINES 0% 155 4% 145 N/M 10 OTHER VACCINES N/M 20 N/M 10 N/M 10
NOTE: Product sales rounded to the nearest $5 million. N / M - Not Meaningful 2 EXHIBIT 99(b) MERCK & CO., INC. PRODUCT SALES DETAIL
9 MONTHS YTD 2000 OVER 1999 TOTAL TOTAL U.S. U.S. Foreign Foreign PRODUCT % CHG $ % CHG $ % CHG $ VIOXX N/M $1,460 N/M $1,175 N/M $285 VASOTEC / VASERETIC -15% 1,460 -12% 640 -17% 820 PRINIVIL / PRINZIDE 34% 835 36% 750 13% 85 COZAAR / HYZAAR 22% 1,185 15% 505 27% 680 MEVACOR -15% 395 -15% 320 -17% 75 ZOCOR 19% 3,820 31% 2,440 2% 1,380 AGGRASTAT 82% 100 67% 75 N/M 25 SINGULAIR 86% 615 92% 480 69% 135 MAXALT 108% 135 110% 105 100% 30 PROPECIA 11% 150 0% 70 23% 80 PROSCAR 6% 345 18% 165 -3% 180 PRIMAXIN 7% 450 4% 130 8% 320 PEPCID -10% 610 -8% 555 -21% 55 FOSAMAX 27% 960 33% 670 16% 290 CRIXIVAN/STOCRIN -17% 410 -23% 155 -14% 255 TIMOPTIC/TIMOPTIC XE -10% 190 -23% 50 -3% 140 TRUSOPT/COSOPT 15% 265 14% 125 17% 140 HEPATITIS VACCINES 20% 270 23% 245 0% 25 VIRAL VACCINES 7% 405 7% 380 N/M 25 OTHER VACCINES N/M 50 N/M 30 N/M 20
NOTE: In-line product sales rounded to the nearest $5 million. N / M - Not Meaningful 3 EXHIBIT 99(b) MERCK & CO., INC. THIRD QUARTER
3Q `00 3Q `99 % CHG. TOTAL SALES $ 10,567.5 $ 8,195.7 29% ---------- --------- TOTAL COSTS, EXPENSES, & OTHER $ 7,925.8 $ 5,961.0 ---------- --------- Materials & Production 5,952.5 4,365.9 Marketing & Administrative 1,512.8 1,272.7 Research & Development 609.8 516.0 Acquired Research - 51.1 Equity Income From Affiliates (219.4) (227.1) Other (Income)/Expense, Net 70.1 (17.6) PRE-TAX INCOME $ 2,641.7 $ 2,234.7 TAXES $ 805.7 $ 695.1 TAX RATE 30.5% 31.1% NET INCOME $ 1,836.0 $ 1,539.6 19% EPS - ASSUMING DILUTION $0.78 $0.64 22% AVG. # SHARES - ASSUMING DILUTION 2,342.9 2,394.4
3Q `00 % CHG. VOL PX FX TOTAL SALES $10,570 29% 25 4 0 ------- --- -- -- -- Total U.S. and Foreign Sales 5,170 18% 21 -2 -1 ------- --- -- -- -- U.S. 3,345 23% 25 -2 0 Foreign 1,825 9% 13 -2 -2 Other Medco Sales 5,400 42%
4 EXHIBIT 99(b) MERCK & CO., INC. NINE MONTHS YEAR TO DATE
2000 1999 % CHG. TOTAL SALES $ 28,895.9 $ 23,750.6 22% ------------ ------------ --- TOTAL COSTS, EXPENSES, & OTHER $ 21,582.9 $ 17,342.5 ------------ ------------ Materials & Production 15,872.9 12,890.2 Marketing & Administrative 4,393.5 3,611.3 Research & Development 1,681.5 1,440.5 Acquired Research -- 51.1 Equity Income From Affiliates (619.5) (581.5) Other (Income)/Expense, Net 254.5 (69.1) PRE-TAX INCOME $ 7,313.0 $ 6,408.1 TAXES $ 2,255.7 $ 2,090.8 TAX RATE 30.8% 32.6% NET INCOME $ 5,057.3 $ 4,317.3 17% EPS - ASSUMING DILUTION $2.15 $1.79 20% AVG. # SHARES - ASSUMING DILUTION 2,351.6 2,410.1
9 mos `00 % CHG. VOL PX FX TOTAL SALES $28,895 22% 18 4 0 ------- --- -- -- -- Total U.S. and Foreign Sales 14,820 18% 21 -2 -1 ------- --- -- -- -- U.S. 9,430 24% 26 -2 0 Foreign 5,390 8% 11 -1 -2 Other Medco Sales 14,075 26%
5 EXHIBIT 99 (b) MERCK & CO., INC. OTHER FINANCIAL DISCLOSURES THIRD QUARTER 2000 OTHER (INCOME)/EXPENSE, NET
3Q `00 3Q `99 9 mos '00 9 mos '99 INTEREST INCOME $(124.8) $(95.2) $(326.4) $(264.1) INTEREST EXPENSE 121.8 79.0 355.1 219.3 EXCHANGE (GAINS)/LOSSES (14.3) (20.9) (31.8) (18.8) MINORITY INTERESTS 74.8 61.8 230.8 168.5 AMORTIZATION OF GOODWILL AND INTANGIBLES 80.8 77.8 238.2 239.0 Other, net (68.2) (120.1) (211.4) (413.0) ------- ------ ------- ------- TOTAL $ 70.1 $(17.6) $ 254.5 $ (69.1)
JOINT VENTURE SALES DETAIL All sales reported here are end-market JV sales, presented on a "NET" basis, rounded to the nearest $5 million.
Merial 3Q `00 3Q `99 9 mos '00 9 mos '99 IVOMEC, HEARTGARD, other avermectins $ 150 $ 180 $ 405 $ 430 FRONTLINE 90 110 275 270 Biologicals 80 85 240 250 Other Animal Health 50 55 150 165 Poultry Genetics 55 50 165 175 ------ ------ ------ ------ TOTAL MERIAL SALES $ 425 $ 480 $1,235 $1,290
PM-MSD 3Q `00 3Q `99 9 mos '00 9 mos '99 HEPATITIS VACCINES $ 35 $ 40 $110 $120 VIRAL VACCINES 10 15 35 50 Other Vaccines 125 120 260 245 ---- ---- ---- ---- TOTAL PM-MSD SALES $170 $175 $405 $415
TOTAL MEDCO PRESCRIPTION/CLAIMS VOLUME (in millions)
2000 1999 % Chg FIRST QUARTER 99 94 5% SECOND QUARTER 98 91 8% THIRD QUARTER 120 90 33% --- --- -- YEAR TO DATE 317 275 15%
-----END PRIVACY-ENHANCED MESSAGE-----