-----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, KrZpaXhKQINEMOVxpANuxhzCCu9alP9xtKcCqIFGBEA5eGu1vcYF+l83BAb+vt3a CMEiPq+kieHcFsLtCbs4/A== 0000950123-01-000509.txt : 20010124 0000950123-01-000509.hdr.sgml : 20010124 ACCESSION NUMBER: 0000950123-01-000509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [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: 1513371 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 y44632e8-k.txt MERCK & CO., INC. 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) January 23, 2001 --------------------------------- 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 7. FINANCIAL STATEMENTS AND EXHIBITS - ----------------------------------------- (c) EXHIBITS Exhibit 99(a) Press release issued Filed with January 23, 2001 regarding this document earnings for fourth quarter Exhibit 99(b) Certain supplemental information Filed with not included in the press release this document ITEM 9. REGULATION FD DISCLOSURE - -------------------------------- Incorporated by reference is a press release issued by the Registrant on January 23, 2001, attached as Exhibit 99(a). Also incorporated by reference is certain supplemental information not included in the press release, attached as Exhibit 99(b). 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: January 23, 2001 By: /S/ DEBRA A. BOLLWAGE --------------------------------- DEBRA A. BOLLWAGE Assistant Secretary - 2 - 3 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99(a) Press release issued January 23, 2001 regarding earnings for fourth quarter 99(b) Certain supplemental information not included in the press release -3- EX-99.A 2 y44632ex99-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 18% FOR 2000, DRIVEN BY THE STRONG MOMENTUM OF FIVE KEY PRODUCTS WHITEHOUSE STATION, N.J., January 23, 2001 -- Merck & Co., Inc. today announced that earnings per share for 2000 were $2.90, an increase of 18% over 1999. Net income grew 16% to $6,821.7 million, fueled by a 23% sales increase to $40.4 billion, for the year. For the fourth quarter of 2000, earnings per share were $0.75, up 14% over the fourth quarter of 1999. Fourth quarter net income increased 12% to $1,764.4 million driven by sales of $11.5 billion, up 28% over the same period last year. "Income growth for the quarter and the year reflects strong worldwide sales volume gains, as well as manufacturing productivity improvements," said Raymond V. Gilmartin, chairman, president and chief executive officer. "These gains helped fund our ongoing research and development programs and promotional campaigns in support of our key products." Sales volume growth was driven by the Company's human health products, which increased 11% and 16% for the fourth quarter and year, respectively, and the Merck-Medco Managed Care business. Sales outside of the United States accounted for 36% of the Company's human health sales for the year. Foreign exchange reduced the human health sales growth for the fourth quarter by four percentage points and by two percentage points for the year. - more - 2 "Our results reflect the strength of our growth strategy," Mr. Gilmartin said. "Our five key products, VIOXX, ZOCOR, COZAAR/HYZAAR*, FOSAMAX and SINGULAIR, drove Merck's performance for the year and created a powerful platform for growth." These products accounted for 57% of Merck's worldwide human health sales for 2000 and 61% for the fourth quarter. "Each of the five medicines offers unique competitive advantages," Mr. Gilmartin said. VIOXX, a once-a-day medicine, is the only COX-2 indicated in the United States both for osteoarthritis and acute pain. Since its extraordinarily successful 1999 launch, VIOXX has become the world's fastest growing branded prescription arthritis medicine, and it is already Merck's second largest-selling medicine. In the United States, VIOXX now accounts for approximately 50 percent of new prescriptions in the COX-2 class, despite being second to market in this class in the United States. VIOXX achieved $2.2 billion in sales for the full year 2000, with $700 million in the fourth quarter. A Food and Drug Administration (FDA) Advisory Committee meeting is scheduled for Feb. 8 to review labeling changes Merck has requested based on the strong results of the VIGOR Study. This 8,000-patient gastrointestinal outcomes research study, in which VIOXX reduced the risk of serious gastrointestinal complications by half compared to the NSAID naproxen, was published in November in THE NEW ENGLAND JOURNAL OF MEDICINE. Another study, presented in November, showed that VIOXX significantly reduced moderate-to-severe acute pain after dental surgery to a greater degree compared to codeine combined with acetaminophen. ZOCOR, Merck's cholesterol-modifying medicine, is showing continued strong growth, based on the product's demonstrated ability to act favorably on ALL major lipid parameters - HDL, LDL and triglycerides. ZOCOR has benefited from an increased interest in the scientific community about the role that HDL plays in protecting against cardiovascular events. Worldwide sales reached $1.5 billion for the fourth quarter, up 14% over the same period in 1999. -more- *COZAAR and HYZAAR are registered trademarks of E.I. DuPont de Nemours & Company, Wilmington, DE, USA. 3 In the United States, the market for "statin" medicines is expanding at almost 20% a year, primarily from products such as ZOCOR that can significantly affect cholesterol levels at the starting dose. Merck continues its consumer and education awareness efforts in the United States because more than half of the people who should be taking cholesterol medicines are still untreated. COZAAR and HYZAAR maintain strong leadership in a class of highly effective and well-tolerated high blood pressure medicines called angiotensin II antagonists (AIIAs). Sales for the two products were $530 million for this quarter, a 29% increase over 1999 fourth quarter sales. Physicians continue to gain confidence in these products, prescribing them for more than 7 million patients worldwide. This broad acceptance makes COZAAR and HYZAAR the world's most widely prescribed drugs in their class. FOSAMAX, the leading product worldwide for the treatment and prevention of postmenopausal osteoporosis, continues to outperform the competition because it is the only osteoporosis medicine indicated and consistently proven to reduce the incidence of fractures of the hip as well as the spine. Sales totaled $315 million this quarter, 9% over the same quarter in 1999. Merck continues to strengthen the competitive advantage of FOSAMAX through its recent introduction of the unique once-weekly formulation. Regulatory approvals for FOSAMAX once weekly continue in all parts of the world, including Australia, Korea and the United Kingdom. In countries where it has been launched, such as in the United States and Mexico, sales of the once-weekly formulation have risen rapidly because of its convenient regimen. -more- 4 SINGULAIR, Merck's once-a-day leukotriene-antagonist, is one of the top-selling asthma controllers worldwide. Sales for this quarter were $245 million, up 44% compared to the same quarter in 1999. Advantages enabling SINGULAIR to approach market leadership in the United States include that it can be used in children as young as 2, is not a steroid and that it may improve compliance because it is an oral rather than an inhaled medication. The FDA Antiviral Advisory Committee on Jan. 10 unanimously recommended approval of CANCIDAS, Merck's investigational intravenous antifungal medicine, for the treatment of invasive aspergillosis in patients who did not respond to or were intolerant of other antifungal therapies. (The recommendations of the Advisory Committee are not binding on the FDA.) Merck-Medco continued its strong performance in 2000, bolstering its position as the nation's most successful pharmacy benefit manager. The addition of the UnitedHealthcare Group contract, with 10 million clients, and the acquisition of ProVantage with its 5 million lives helped fuel Merck-Medco's growth. For the year, the volume of prescriptions handled increased 22 percent to more than 450 million and drug spend increased 29 percent to $23 billion. Merckmedco.com continues its success: it now processes more than 110,000 prescriptions per week and its total prescription sales exceed those of all of the other major online pharmacies combined. In commenting on its outlook for 2001, the Company reiterates that it is comfortable with the First Call range of analysts' earnings per share estimates of $3.15 to $3.25. Merck initially reported this guidance on Dec. 12, 2000, in a press release for the Company's Annual Business Briefing. Investors are invited to listen to a live webcast of Merck's fourth-quarter earnings conference call today at 9 a.m., EST, by visiting Merck's corporate website www.merck.com. The call will be available for replay on the Merck website until Feb. 6, 2001. -more- 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. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the cautionary statements in Item 1 of our Form 10-K for the year ended Dec. 31, 1999, and in our periodic reports on Form 10-Q and Form 8-K (if any) which we incorporate by reference. -more- 6 The following tables show the financial results for Merck & Co., Inc. and subsidiaries for the quarter and the twelve months ended December 31, 2000, compared with the corresponding periods of the prior year.
(In Millions Except Earnings per Common Share) Quarter Ended December 31 ------------------------------------ % 2000 1999 CHANGE ---------- --------- ------ Sales $11,467.3 $8,963.4 +28% Costs, Expenses and Other Materials and production 6,570.6 4,644.0 +41%* Marketing and Administrative 1,774.1 1,588.6 +12% Research and development 662.4 627.9 + 5% Equity income from affiliates (145.5) (180.4) -19% Other (income) expense, net 94.6 71.9 Income Before Taxes 2,511.1 2,211.4 +14% Taxes on Income 746.7 638.2 Net Income 1,764.4 1,573.2 +12% Basic Earnings per Common Share $0.77 $0.68 +13% Earnings per Common Share $0.75 $0.66 +14% Assuming Dilution Average Shares Outstanding 2,304.8 2,334.6 Average Shares Outstanding 2,355.8 2,387.5 Assuming Dilution
* The increase in materials and production costs for both the three and 12 months ending Dec. 31, 2000, is primarily driven by growth in the Merck-Medco business. -more- 7
(In Millions Except Earnings per Common Share) 12 Months Ended December 31 ---------------------------------------------- % 2000 1999 CHANGE ---------- ---------- ------ Sales $40,363.2 $32,714.0 +23% Costs, Expenses and Other Materials and production 22,443.5 17,534.2 +28%* Marketing and administrative 6,167.7 5,199.9 +19% Research and development 2,343.8 2,068.3 +13% Acquired Research -- 51.1 Equity income from affiliates (764.9) (762.0) -- Other (income) expense, net 349.0 3.0 Income Before Taxes 9,824.1 8,619.5 ** Taxes on Income 3,002.4 2,729.0 Net Income 6,821.7 5,890.5 +16% Basic Earnings per Common Share $2.96 $2.51 +18% Earnings per Common Share $2.90 $2.45 +18% Assuming Dilution Average Shares Outstanding 2,306.9 2,349.0 Average Shares Outstanding 2,353.2 2,404.6 Assuming Dilution
* The increase in materials and production costs for both the three and 12 months ending Dec. 31, 2000, is primarily driven by growth in the Merck-Medco business. ** Normalized for one-time events occurring in 1999 and 2000, growth of "Income Before Taxes" for the twelve months ended December 31, 2000 was 17%. # # # EX-99.B 3 y44632ex99-b.txt CERTAIN SUPPLEMENTAL INFORMATION 1 EXHIBIT 99(b) MERCK & CO., INC. PRODUCT SALES DETAIL
4Q `00 vs. 4Q `99 ------------------------------------------------------------------ TOTAL TOTAL U.S. U.S. FOREIGN FOREIGN PRODUCT % CHG $ % CHG $ % CHG $ - ---------------------------------------------------------------------------------------------------------- VIOXX N/M $ 700 N/M $ 570 N/M $ 130 VASOTEC / VASERETIC -44% 330 -73% 65 -23% 265 PRINIVIL / PRINZIDE 26% 240 30% 215 0% 25 COZAAR / HYZAAR 29% 530 47% 265 15% 265 MEVACOR -7% 125 0% 105 -33% 20 ZOCOR 14% 1,460 27% 970 -5% 490 AGGRASTAT 20% 30 25% 25 0% 5 SINGULAIR 44% 245 46% 190 38% 55 MAXALT 38% 55 33% 40 50% 15 PROPECIA -10% 45 0% 25 -20% 20 PROSCAR 4% 125 8% 65 0% 60 PRIMAXIN 0% 155 0% 50 0% 105 PEPCID 2% 240 2% 220 0% 20 FOSAMAX 9% 315 11% 210 5% 105 CRIXIVAN/STOCRIN -29% 120 -15% 55 -38% 65 TIMOPTIC/TIMOPTIC XE -24% 65 0% 20 -31% 45 TRUSOPT/COSOPT 0% 100 0% 45 0% 55 HEPATITIS VACCINES 0% 75 0% 70 0% 5 VIRAL VACCINES 5% 115 0% 105 N/M 10 OTHER VACCINES 0% 30 N/M 25 N/M 5
NOTE: Product sales rounded to the nearest $5 million. N / M - Not Meaningful 2 MERCK & CO., INC. PRODUCT SALES DETAIL
FULL YEAR 2000 vs. FULL YEAR 1999 ----------------------------------------------------------- TOTAL TOTAL U.S. U.S. FOREIGN FOREIGN PRODUCT % CHG $ % CHG $ % CHG $ - ------------------------------------------------------------------------------------------------ VIOXX N/M $2,160 N/M $1,745 N/M $ 415 VASOTEC / VASERETIC -22% 1,790 -28% 705 -18% 1,085 PRINIVIL / PRINZIDE 32% 1,075 35% 965 10% 110 COZAAR / HYZAAR 24% 1,715 24% 770 24% 945 MEVACOR -13% 520 -11% 425 -21% 95 ZOCOR 17% 5,280 30% 3,410 0% 1,870 AGGRASTAT 63% 130 54% 100 N/M 30 SINGULAIR 72% 860 76% 670 58% 190 MAXALT 81% 190 81% 145 80% 45 PROPECIA 5% 195 0% 95 11% 100 PROSCAR 6% 470 15% 230 -2% 240 PRIMAXIN 5% 605 3% 180 6% 425 PEPCID -7% 850 -5% 775 -17% 75 FOSAMAX 22% 1,275 27% 880 13% 395 CRIXIVAN/STOCRIN -20% 530 -21% 210 -20% 320 TIMOPTIC/TIMOPTIC XE -14% 255 -18% 70 -12% 185 TRUSOPT/COSOPT 11% 365 10% 170 11% 195 HEPATITIS VACCINES 15% 345 17% 315 0% 30 VIRAL VACCINES 6% 520 5% 485 17% 35 OTHER VACCINES 14% 80 38% 55 0% 25
NOTE: Product sales rounded to the nearest $5 million. N / M - Not Meaningful 3 MERCK & CO., INC. FOURTH QUARTER
4Q `00 4Q `99 % CHG. - -------------------------------------------------------------------------------- TOTAL SALES $ 11,467.3 $ 8,963.4 28% ------------ ----------- TOTAL COSTS, EXPENSES, & OTHER $ 8,956.2 $ 6,752.0 ------------ ----------- Materials & Production 6,570.6 4,644.0 Marketing & Administrative 1,774.1 1,588.6 Research & Development 662.4 627.9 Equity Income From Affiliates (145.5) (180.4) Other (Income)/Expense, Net 94.6 71.9 PRE-TAX INCOME $ 2,511.1 $ 2,211.4 TAXES $ 746.7 $ 638.2 TAX RATE 29.7% 28.9% NET INCOME $ 1,764.4 $ 1,573.2 12% EPS - ASSUMING DILUTION $ 0.75 $ 0.66 14% AVG. # SHARES - ASSUMING DILUTION 2,355.8 2,387.5
4Q `00 % CHG. VOL PX FX ------ ------- --- -- -- TOTAL SALES $11,465 28% 24 6 -2 ------- ------- ------- ------- --- Total U.S. and Foreign Sales 5,400 11% 14 1 -4 ------- ------- ------- ------- --- U.S 3,500 20% 17 3 0 Foreign 1,900 -3% 9 -1 -11 Other Medco Sales 6,065 48%
4 MERCK & CO., INC. FULL YEAR
2000 1999 % CHG. - -------------------------------------------------------------------------------- TOTAL SALES $ 40,363.2 $ 32,714.0 23% ------------ ------------ TOTAL COSTS, EXPENSES, & OTHER $ 30,539.1 $ 24,094.5 ------------ ------------ Materials & Production 22,443.5 17,534.2 Marketing & Administrative 6,167.7 5,199.9 Research & Development 2,343.8 2,068.3 Acquired Research -- 51.1 Equity Income From Affiliates (764.9) (762.0) Other (Income)/Expense, Net 349.0 3.0 PRE-TAX INCOME $ 9,824.1 $ 8,619.5 TAXES $ 3,002.4 $ 2,729.0 TAX RATE 30.6% 31.7% NET INCOME $ 6,821.7 $ 5,890.5 16% EPS - ASSUMING DILUTION $ 2.90 $ 2.45 18% AVG. # SHARES - ASSUMING DILUTION 2,353.2 2,404.6
2000 % CHG. VOL PX FX ------- -------- ------- -- -- TOTAL SALES $40,365 23% 20 4 -1 ------- ------- ------- -- -- Total U.S. and Foreign Sales 20,225 16% 19 -1 -2 ------- ------- ------- -- -- U.S 12,935 23% 24 -1 0 Foreign 7,290 5% 10 -1 -4 Other Medco Sales 20,140 32%
5 MERCK & CO., INC. OTHER FINANCIAL DISCLOSURES FOURTH QUARTER 2000 OTHER (INCOME)/EXPENSE, NET
4Q `00 4Q `99 2000 1999 ------------------------------------------------------------------------------------------------------------- INTEREST INCOME $ (144.2) $ (100.6) $ (470.6) $ (364.7) INTEREST EXPENSE 129.3 97.6 484.4 316.9 EXCHANGE (GAINS)/LOSSES (2.5) (8.4) (34.4) (27.2) MINORITY INTERESTS 77.9 53.8 308.7 222.3 AMORTIZATION OF GOODWILL AND INTANGIBLES 81.0 78.4 319.1 317.4 Other, net (46.9) (48.9) (258.2) (461.7) ------------------------------------------------------ TOTAL $ 94.6 $ 71.9 $ 349.0 $ 3.0 -------------------------------------------------------------------------------------------------------------
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 4Q `00 4Q `99 2000 1999 ------------------------------------------------------------------------------------------------------------- IVOMEC, HEARTGARD, other avermectins $ 130 $ 135 $ 535 $ 565 FRONTLINE 70 45 345 315 Biologicals 80 90 320 340 Other Animal Health 45 65 195 230 Poultry Genetics 50 55 215 230 ------------------------------------------------------ TOTAL MERIAL SALES $ 375 $ 390 $1,610 $1,680 -------------------------------------------------------------------------------------------------------------
AVENTIS PASTEUR-MSD 4Q `00 4Q `99 2000 1999 ------------------------------------------------------------------------------------------------------------- HEPATITIS VACCINES $ 25 $ 40 $135 $160 VIRAL VACCINES 10 20 45 70 Other Vaccines 100 90 360 335 ------------------------------------------------- TOTAL PM-MSD SALES $135 $150 $540 $565 -------------------------------------------------------------------------------------------------------------
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% FOURTH QUARTER 135 97 39% -------------------------------------- YEAR TO DATE 452 372 22% -------------------------------------------------------------------------------------------------------------
-----END PRIVACY-ENHANCED MESSAGE-----