-----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, O+4P03IiqDkvosJYLmx1Dq+gHhdgjPH+YRQ2CyP7Mj/CDYEljUJWzVw0Ogzgodqm zeVtk8e4+hIZ6KBrRT4aog== 0000950123-03-013374.txt : 20031203 0000950123-03-013374.hdr.sgml : 20031203 20031203085139 ACCESSION NUMBER: 0000950123-03-013374 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031203 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031203 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: 031033878 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 y92202e8vk.txt MERCK & CO., INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 3, 2003 -------------------------------- 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) (IRS Employer Identification No.) One Merck Drive, PO Box 100, Whitehouse Station, NJ 08889-0100 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (908) 423-1000 ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99 Press release issued December 3, 2003 regarding financial guidance for 2004 Item 9. Regulation FD Disclosure Incorporated by reference is a press release issued by the Registrant on December 3, 2003, regarding financial guidance for 2004, attached as Exhibit 99. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and is not incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. 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 3, 2003 By: /s/ Debra A. Bollwage ----------------------------- DEBRA A. BOLLWAGE Assistant Secretary EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99 Press release issued December 3, 2003 regarding financial guidance for 2004
EX-99 3 y92202exv99.txt PRESS RELEASE Exhibit 99 Media Contacts: Tony Plohoros Investor Contact: Mark Stejbach (908) 423-3644 (908) 423-5185 Anita Larsen (908) 423-6022 MERCK ANNOUNCES $3.11 TO $3.17 CONSOLIDATED EARNINGS PER SHARE RANGE FOR 2004 WHITEHOUSE STATION, N.J., Dec. 3, 2003 - Merck & Co., Inc. announced today that it anticipates full-year 2004 consolidated earnings per share (EPS) of $3.11 to $3.17. The company also announced 2004 guidance for the following items:
WORLDWIDE PRODUCT THERAPEUTIC CATEGORY 2004 NET SALES ------- -------------------- -------------- ZOCOR Cholesterol modifying $4.9 to $5.1 billion Coxibs Arthritis and Pain $2.6 to $2.8 billion (VIOXX and ARCOXIA) FOSAMAX Osteoporosis $3.0 to $3.2 billion COZAAR / HYZAAR Hypertension $2.7 to $2.9 billion SINGULAIR Asthma and Seasonal Allergic Rhinitis $2.4 to $2.7 billion
- - 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. In 2004, Merck anticipates a decline of approximately 15 to 20 percent compared with the full-year 2003 level. - - The income contribution related to the Merck and Schering-Plough collaboration is expected to be positive in 2004. 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. - - Merck continues to expect that manufacturing productivity will offset inflation on product costs. - - Product gross margin percentage is estimated to be approximately 80 percent to 81 percent as a result of changes to the sales mix. - - Research and Development expense (which excludes joint ventures) is anticipated to increase at a low-teens percentage growth rate over the full-year 2003 level. - more - 2 - - Consolidated Marketing and Administrative expense is estimated to be at the same level as the full-year 2003 expense. - - The consolidated 2004 tax rate is estimated to be approximately 28.5 to 29.5 percent. - - Merck plans to continue its stock buyback program in 2004. As of Sept. 30, 2003, $10.2 billion remains under the current buyback authorizations approved by Merck's Board of Directors. In addition, the actions that the company announced in the fourth quarter of 2003 to lower its cost structure, including the elimination of positions, will continue in 2004. Restructuring charges related to the 2004 actions are expected to reduce full-year 2004 income from continuing operations before taxes by $75 to $125 million. The $3.11 to $3.17 earnings per share guidance for 2004 given above includes the effect of these restructuring charges. The company also reaffirmed that it anticipates reported earnings per share from continuing operations for 2003 of $2.90 to $2.95. This range includes the impact of the elimination of positions consistent with the company's program to lower its cost structure as well as a new distribution program for U.S. wholesalers, both of which were discussed in the company's third quarter sales and earnings release. Assuming the new distribution program is fully effective, the impact on product sales is likely to be at the higher end of the $650 to $750 million range previously disclosed, and therefore, 2003 earnings per share are likely to be at the lower end of the $2.90 to $2.95 range. Details on the income statement items forecasted on Oct. 22, 2003 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. Journalists are invited to listen to a live Web cast of the conference call by visiting Merck's Web site at www.merck.com and clicking on the Newsroom tab. ABOUT MERCK Merck & Co., Inc. is a global research-driven pharmaceutical products 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. - more - 3 FORWARD-LOOKING STATEMENT This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements include statements regarding product development. 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 press release 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, 2002, and in our periodic reports on Form 10-Q and Form 8-K (if any) which we incorporate by reference. # # # -----END PRIVACY-ENHANCED MESSAGE-----