-----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, Oup6LwmQdyui9+hZL/3ovQBMwpyEWzYvXMePObrdV97XewhhZo3u19K4VCy7fLSL /3Bt+zNBeO9O9DPDgbfGgQ== 0000950123-02-011541.txt : 20021205 0000950123-02-011541.hdr.sgml : 20021205 20021205110957 ACCESSION NUMBER: 0000950123-02-011541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021205 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021205 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: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 02849349 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 y66469e8vk.txt FORM 8-K 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) December 5, 2002 ------------------------------- 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 ----------------------- Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits Exhibit 99 Press release issued Filed with December 5, 2002 regarding this document financial guidance for 2003 Item 9. Regulation FD Disclosure - --------------------------------- Incorporated by reference is a press release issued by the Registrant on December 5, 2002, attached as Exhibit 99. This information is not "filed" pursuant to the Securities Exchange Act and is not incorporated by reference into any Securities Act registration statements. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD. 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: December 5, 2002 By: /s/ Debra A. Bollwage --------------------------------- DEBRA A. BOLLWAGE Assistant Secretary EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 99 Press release issued December 5, 2002 regarding financial guidance for 2003 EX-99 3 y66469exv99.txt PRESS RELEASE EXHIBIT 99 Media Contacts: Janet Skidmore Investor Contact: Mark Stejbach (908) 423-3046 (908) 423-5185 Chris Loder (908) 423-3786 MERCK ANNOUNCES $3.40 TO $3.47 CONSOLIDATED EARNINGS PER SHARE RANGE FOR 2003 GUIDANCE REAFFIRMS DOUBLE DIGIT EPS GROWTH IN CORE PHARMACEUTICALS BUSINESS WHITEHOUSE STATION, N.J., Dec. 5, 2002 - Merck & Co., Inc. announced today that it anticipates full-year 2003 consolidated earnings per share (EPS) of $3.40 to $3.47. The full-year guidance reflects the company's continued expectation for double digit EPS growth in the core pharmaceuticals business and includes a full year of net income from Medco Health Solutions, Inc. However, the company's intention to separate the Medco Health business in mid-2003, subject to market conditions, remains unchanged. After the separation has occurred, Medco Health's historical results up through the separation date will be presented in the company's consolidated financial statements as Discontinued Operations, and Merck will adjust its 2003 consolidated earnings expectations to reflect the separation, as appropriate. The company also announced 2003 guidance for the following items: o Worldwide (WW) net sales will be driven by the company's major inline products, including the impact of new studies and indications. Sales forecasts for those products for 2003 are as follows:
WORLDWIDE PRODUCT THERAPEUTIC CATEGORY 2003 NET SALES ------- -------------------- -------------- ZOCOR Cholesterol modifying $5.6 to $5.9 billion Coxibs Arthritis and Pain $2.6 to $2.8 billion (VIOXX and ARCOXIA) FOSAMAX Osteoporosis $2.6 to $2.8 billion COZAAR/HYZAAR Hypertension $2.4 to $2.6 billion SINGULAIR Asthma and (anticipated) Allergic $2.0 to $2.3 billion Rhinitis*
* An sNDA (supplemental New Drug Application) for an allergic rhinitis indication for SINGULAIR was filed in 1Q02. This guidance assumes approval of the sNDA and sales of SINGULAIR for allergic rhinitis. -more- 2 o Under an agreement with AstraZeneca (AZN), Merck receives supply payments at predetermined rates on the U.S. sales of certain products by AZN, most notably PRILOSEC and NEXIUM. Merck anticipates that the total supply payments that the company receives from AZN will decline in 2003 at a mid-single digit percentage rate. o Merck continues to expect that manufacturing productivity will offset inflation on product cost in the core pharmaceuticals business. o The income contribution related to the Merck and Schering-Plough collaboration will be negative in 2003. This reflects that sales of ezetimibe will be more than offset by launch expenses for the product and ongoing joint venture R&D spending. The results of the Merck and Schering-Plough collaboration are combined with the results of Merck's other joint venture relationships and reported, in the aggregate, as Equity Income from Affiliates. o Research and Development expense (which excludes joint ventures) is estimated to grow 10 percent to 12 percent over the full-year 2002 expense. o Consolidated Marketing and Administrative expense for 2003 is estimated to grow at a mid-single digit percentage rate over the full-year 2002 expense. o The consolidated 2003 tax rate is estimated to be approximately 29.5 percent to 30.5 percent. o Merck plans to continue its stock buyback program during 2003. As of Sept. 30, 2002, $11.8 billion remains under the current buyback authorizations approved by Merck's Board of Directors. o Given these guidance elements, the company anticipates double digit earnings per share growth in its core pharmaceuticals business in 2003. o Medco Health net income on a stand-alone basis is estimated to grow 20 percent to 25 percent for full-year 2003. The company anticipates separating Medco Health from Merck in mid-2003, subject to market conditions. For the period prior to the separation, Merck will continue its practice, begun in 2002, of providing additional disclosure detailing the results of both its core pharmaceuticals business and its Medco Health business on a stand-alone basis. After the separation has occurred, Medco Health's historical results up through the separation date will be presented in the company's consolidated financial statements as Discontinued Operations. The company also reaffirmed that it anticipates EPS for 2002, on an as-reported basis, to be at the same level as 2001 results. The 2002 as-reported EPS will be affected by the benefit from the implementation of FAS 142 regarding goodwill amortization, most of which relates to Merck's 1993 acquisition of Medco. Merck also reaffirmed that the 2002 guidance for -more- 3 all of the income statement items forecasted on Oct. 18, 2002, is still appropriate. Details on the income statement items forecasted on Oct. 18, 2002, can be found in the company's third quarter sales and earnings release, which was filed with the Securities and Exchange Commission as an exhibit to a Form 8-K on the same day. Merck plans to host a conference call today at 9 a.m. EST to discuss this guidance in further detail. Investors are invited to listen to a live Webcast of this conference call by visiting Merck's corporate Website at www.merck.com. ABOUT MERCK 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. ABOUT MEDCO HEALTH Medco Health Solutions, Inc. (www.medcohealth.com) is the nation's leading provider of prescription healthcare services, based on the $29 billion in drug spend the company managed for its clients in 2001. Formerly known as Merck-Medco, Medco Health is a wholly owned and independently managed subsidiary of Merck & Co., Inc., and assists its clients to moderate the cost and enhance the quality of prescription drug benefits provided to 65 million Americans nationwide. 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, 2001, and in our periodic reports on Form 10-Q and Form 8-K (if any) which we incorporate by reference. # # # -----END PRIVACY-ENHANCED MESSAGE-----