þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Page | ||
1 | ||
Financial Statements: |
||
2 | ||
3 | ||
4 - 7 | ||
Supplemental Schedule*: |
||
8 | ||
9 | ||
10 | ||
11 |
* | Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because they are not applicable. |
-1-
December 31, | ||||||||
2006 | 2005 | |||||||
Assets |
||||||||
Investments |
||||||||
Investment in the Master Trust |
$ | 3,595,468,293 | $ | 2,984,052,736 | ||||
Participant loans |
37,274,460 | 37,519,077 | ||||||
Total investments |
3,632,742,753 | 3,021,571,813 | ||||||
Receivables |
||||||||
Employer contribution |
7,133,134 | 6,704,706 | ||||||
Participant contribution |
17,026,291 | 15,710,064 | ||||||
Accrued interest and dividends |
6,942,180 | 7,018,941 | ||||||
Total receivables |
31,101,605 | 29,433,711 | ||||||
Net
assets available for benefits |
$ | 3,663,844,358 | $ | 3,051,005,524 | ||||
-2-
Year Ended | ||||
December 31, | ||||
2006 | ||||
Additions to net assets attributed to |
||||
Investment gain from the Master Trust |
||||
Net appreciation in fair value of investments |
$ | 414,260,906 | ||
Interest and dividends |
137,148,109 | |||
Net investment gain |
551,409,015 | |||
Contributions to the Plan |
||||
By participants |
222,674,150 | |||
By employer |
88,782,822 | |||
Total contributions |
311,456,972 | |||
Transfers in |
2,092,979 | |||
Total additions |
864,958,966 | |||
Deductions from net assets attributed to |
||||
Benefits paid to participants |
(251,984,902 | ) | ||
Transfers out |
(135,230 | ) | ||
Total deductions |
(252,120,132 | ) | ||
Net increase |
612,838,834 | |||
Net assets available for benefits |
||||
Beginning of year |
3,051,005,524 | |||
End of year |
$ | 3,663,844,358 | ||
-3-
1. | Description of Plan | |
The following description of the Merck & Co., Inc. Employee Savings and Security Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions. | ||
General |
||
The Plan was designed to provide an easy, economical way for employees to become stockholders of Merck & Co., Inc. (the Company or Merck) as well as a systematic means of saving and investing for the future. Regular full-time, part-time, and temporary employees of the Company and of certain wholly-owned subsidiaries as defined by the Plan document who are not covered by a collective bargaining agreement are eligible to enroll in the Plan on or after the first day of the month following their date of hire. | ||
The Plan is administered by a management committee appointed by the Companys Chief Executive Officer or Compensation and Benefits Committee of its Board of Directors. | ||
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
Master Trust |
||
The assets of the Plan are maintained, for investment purposes only, on a commingled basis with the assets of the Merck & Co., Inc. Employee Stock Purchase & Savings Plan in the Merck & Co., Inc. Employee Savings & Security Plan and the Merck & Co., Inc. Employee Stock Purchase & Savings Plan Trust (the Master Trust). The plans do not own specific Master Trust assets but rather maintain individual beneficial interests in such assets. The portion of fund assets allocable to each plan is based upon the participants account balance within each plan. Investment income for each fund is allocated to each plan based on the relationship of each plans beneficial interest in the fund to the total beneficial interest of all plans in the fund. | ||
Contributions |
||
Participants may contribute from 2% up to 25% of their base pay. Employees earning less than $90,000 may contribute a maximum of 25% of base pay. Employees earning $90,000 or more are limited to maximum contributions of 15% of base pay. However, pre-tax contributions cannot exceed the statutory limit for pre-tax deferrals ($15,000 in 2006). In addition, the Company matches 75% of an employees contributions up to a maximum of 6% of base pay per pay period. Company matching contributions are invested according to a participants elections. | ||
Age 50 and above In addition, the Plan permits unmatched pre-tax catch-up contributions of up to $5,000 for 2006 by participants who are at least age 50 by year end. | ||
Participants direct the investment of their contributions into any fund investment option available under the Plan, including the Merck Common Stock Fund. During 2006, the Plan offered 16 mutual funds, a commingled fund, a separately managed fund and the Merck Common Stock Fund. |
-4-
Participant Accounts |
||
Each participants account is credited with the participants contribution, the Companys matching contribution and an allocation of Plan earnings. The allocation is based on participants account balances, as defined in the Plan document. | ||
Vesting |
||
Participants are immediately vested in their contributions, all Company matching contributions, plus actual earnings thereon. | ||
Participant Loans |
||
Participants may borrow from their account balances with interest charged at the prime rate plus 1%. Loan terms range from one to five years for a short term loan or up to thirty years for the purchase of a primary residence. The minimum loan is $500 and the maximum loan is the lesser of (i) $50,000 less the highest outstanding loan balance(s) during the one year period prior to the new loan application date, or (ii) 50% of the participants account balance less any current outstanding loan balance and defaulted loan amounts. | ||
Payment of Benefits |
||
In-service (which include hardship withdrawals) and termination distributions are made throughout the year in accordance with applicable Plan provisions. | ||
Other Matters |
||
Transfers in and out during 2006 primarily relate to transfers between the Plan and the Merck & Co., Inc. Employee Stock Purchase and Savings Plan for employees who changed their status during the year. | ||
2. | Summary of Accounting Policies | |
Basis of Accounting |
||
The accompanying financial statements are prepared on the accrual basis of accounting. | ||
Use of Estimates |
||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are adequate. Actual results could differ from those estimates. | ||
Investment Valuation and Income Recognition |
||
Valuation of investments of the Plan represents the Plans allocable portion of the Master Trust. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Master Trust at year end. For the commingled and separately managed funds within the Master Trust, the investment units are based on the current market values of the underlying assets of the fund. Participant loans are valued at their outstanding balances. |
-5-
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. | ||
Contributions |
||
Employee and Company matching contributions are recorded in the period in which the Company makes the payroll deductions from the participants earnings. | ||
Payment of Benefits |
||
Benefits are recorded when paid. | ||
Expenses |
||
The Plans administrative expenses are paid by the Company. | ||
Risks and Uncertainties |
||
The Plan provides for various investment options in investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statement of net assets available for benefits. | ||
3. | Related-Party Transactions | |
Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company (Fidelity). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The total market value of investments in the mutual funds managed by Fidelity was $829,345,318 and $668,837,111 at December 31, 2006 and December 31, 2005, respectively. | ||
Merck & Co., Inc. also is a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Merck Common Stock Fund transactions qualify as party-in-interest transactions. The market value of investments in the Merck Common Stock Fund was $801,341,057 and $587,754,541 at December 31, 2006 and December 31, 2005, respectively. | ||
4. | Plan Termination | |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination of the Plan, each participant thereby affected would receive the entire value of his or her account as though he or she had retired as of the date of such termination. |
-6-
5. | Tax Status | |
The Plan obtained a tax determination letter from the Internal Revenue Service dated August 20, 2003 indicating that it had been designed in accordance with applicable sections of the Internal Revenue Code (IRC). However, the Plan has been amended since the receipt of the determination letter. The Plan sponsor and legal counsel believe that the Plan is designed and currently operates in compliance with the IRC. Therefore, no provision for income taxes has been made. | ||
6. | Master Trust | |
The Plan had an approximate 92% and 91% interest in the Master Trust at December 31, 2006 and December 31, 2005 respectively. The net assets of the Master Trust are as follows: |
December 31, | ||||||||
2006 | 2005 | |||||||
Mutual Funds |
$ | 2,244,486,627 | $ | 2,043,270,222 | ||||
Commingled and Separately Managed Funds |
749,397,294 | 536,679,881 | ||||||
Merck Common Stock Fund |
922,164,315 | 680,857,190 | ||||||
Accrued interest and dividends |
7,989,452 | 8,144,971 | ||||||
$ | 3,924,037,688 | $ | 3,268,952,264 | |||||
Year Ended | ||||
December 31, | ||||
2006 | ||||
Investment income, net
|
||||
Interest and dividends |
$ | 150,532,642 | ||
Net appreciation in Mutual Funds |
131,696,678 | |||
Net appreciation in Commingled and Separately Managed Funds |
80,925,360 | |||
Net appreciation in Merck Common Stock Fund |
247,982,701 | |||
Total investment income |
$ | 611,137,381 | ||
-7-
Schedule H | ||
EIN: 22-1109110 | ||
December 31, 2006
|
Plan No.: 001 |
(c) Description of Investment Including | ||||||||||
(a) | (b) Identity of Issuer, Borrower, | Maturity date, Rate of Interest, Collateral, | (d) Cost | (e) Current | ||||||
Lessor or Similar Party | Par or Maturity Value | Value | ||||||||
Master Trust | Investment in Master Trust | | $ | 3,595,468,293 | ||||||
* |
Participant Loans | Interest rates ranging from 5% to 12.5% and with maturities through 2037 | | 37,274,460 | ||||||
Total | $ | 3,632,742,753 | ||||||||
* | Denotes a party-in-interest to the Plan. |
-8-
Merck & Co., Inc. Employee Savings and Security Plan |
||||
By: | /s/ Mark E. McDonough | |||
Mark E. McDonough | ||||
Vice President and Treasurer | ||||
-9-