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 |
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Financial Statements: |
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Supplemental Schedule*: |
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Exhibit 23 - Consent of Independent Registered Public Accounting Firm |
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EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
* | Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not required. |
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December 31, | ||||||||
2007 | 2006 | |||||||
Assets |
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Investments, at fair value |
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Investments at market value |
$ | 48,190,718 | $ | 39,265,683 | ||||
Participant loans at cost |
1,953,190 | 1,792,543 | ||||||
Total investments, at fair value |
50,143,908 | 41,058,226 | ||||||
Receivables |
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Employer contribution |
7,031 | 53,386 | ||||||
Participant contributions |
26,485 | 90,252 | ||||||
Accrued interest and dividends |
175,239 | 178,128 | ||||||
Total receivables |
208,755 | 321,766 | ||||||
Cash and cash equivalents |
36,152 | 29,884 | ||||||
Net assets available for benefits |
$ | 50,388,815 | $ | 41,409,876 | ||||
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Year Ended | ||||
December 31, | ||||
2007 | ||||
Additions to net assets attributed to |
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Investment income |
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Net appreciation in market value of investments |
$ | 7,467,840 | ||
Dividends and interest |
1,882,617 | |||
Net investment income |
9,350,457 | |||
Contributions to the Plan |
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By participants |
4,446,282 | |||
By employer |
1,289,495 | |||
Total contributions |
5,735,777 | |||
Transfers in |
732,465 | |||
Total additions |
15,818,699 | |||
Deductions from net assets attributed to |
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Benefits paid to participants |
(6,115,038 | ) | ||
Transfers out |
(724,722 | ) | ||
Total deductions |
(6,839,760 | ) | ||
Net increase |
8,978,939 | |||
Net assets available for benefits |
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Beginning of year |
41,409,876 | |||
End of year |
$ | 50,388,815 | ||
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1. | Description of the Plan | |
The following description of the Merck Puerto Rico 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 is a profit sharing plan designed to provide an opportunity for employees of Merck Sharp & Dohme Quimica de Puerto Rico, Inc. and Merck Sharp & Dohme (I.A.) Corp. (the Companies) to become stockholders of Merck & Co., Inc. (Merck) and to encourage them to save on a regular basis by setting aside part of their earnings. Regular full-time and part-time employees of the Companies, as defined in the Plan document, who have completed at least one year of employment and are not covered by a collective bargaining agreement, are eligible to enroll in the Plan. | ||
Participants direct the investment of their contributions into any mutual fund investment option as well as the Merck Common Stock Fund. During 2007, the Plan offered 16 mutual funds, a commingled fund, a separately managed fund and the Merck Common Stock Fund. | ||
The Plan is administered in part by the Employee Benefits Committee appointed by the President of the Companies and in part by a management committee appointed by the Compensation and Benefits Committee of the Board of Directors of Merck. All costs of administering the Plan are borne by the Companies. | ||
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
Contributions | ||
Participants may contribute from 2% up to 15% of their base pay, provided that pre-tax contributions shall not exceed 10% of base compensation or $8,000. In addition, the Companies match 50% of pre-tax and after-tax contributions up to 5% of each participants base compensation applicable to the pay period in which the contribution is being made. Company matching contributions are invested according to a participants elections. | ||
Participant Accounts | ||
Each participants account is credited with the participants contribution, the Companies 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 Companies matching contributions, plus actual earnings thereon. | ||
Participant Loans | ||
Participants may borrow from their account balances with interest charged at prime rate plus 1%. Loan terms range from one to five years or up to thirty years for the purchase of a primary residence. |
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The minimum loan is $500 and the maximum loan is the lesser of (i) $50,000 less the highest outstanding loan balance 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. | ||
Payment of Benefits | ||
Participants are entitled to receive automatic, voluntary, in-service (which include hardship withdrawals), or mandatory distributions as provided in the applicable Plan provisions. | ||
2. | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The 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 changes therein and disclosure of contingent assets and liabilities at the date of the financial statements. Management believes that these estimates are adequate. Actual results could differ from those estimates. | ||
Investment Valuation and Income Recognition | ||
The investments of the Plan are stated at quoted market prices in an active market (except for participant loans which are presented at the outstanding balance). Shares of mutual funds are presented at quoted market prices which represent the net asset value of the shares held by the Plan at the reporting date. For the commingled funds, the investment units are based on the current market values of the underlying assets of the fund. | ||
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on them. Interest income on participant loans is recorded on accrual basis. | ||
Contributions | ||
Employee and Companies matching contributions are recorded in the period in which the Companies make the payroll deductions from the participants earnings. | ||
Payment of Benefits | ||
Benefits are recorded when paid. |
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Transfer of Assets to/from Other Plans | ||
Companies employees or retirees may elect to transfer their savings to other plans qualified by the Puerto Rico Treasury Department (the PRTD) or by the U.S. Internal Revenue Service (the IRS). Newly hired employees are allowed to transfer their savings from former employer plans to the Plan. | ||
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. | ||
New Accounting Pronouncement | ||
In September 2006, the Financial Accounting Standards Board issued Statement No. 157, Fair Value Measurements (FAS 157). FAS 157 clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. FAS 157 is effective January 1, 2008 and the effect of adoption of FAS 157 on the Plans Statement of Net Assets Available for Benefits or Statement of Changes in Net Assets Available for Benefits is not expected to be material. | ||
3. | Investments | |
The following presents investments that represent 5% or more of the Plans net assets as of year-end: |
December 31, | ||||||||
2007 | 2006 | |||||||
Merck Common Stock Fund |
$ | 27,551,800 | $ | 21,289,077 | ||||
Columbia Acorn Fund, Class Z |
2,806,232 | 2,462,764 | ||||||
T. Rowe Price Blue Chip Growth Fund |
2,795,281 | 2,377,861 | ||||||
American Funds EuroPacific Growth Fund, Class A |
2,731,718 | 2,137,185 | ||||||
Fidelity Retirement Money Market Portfolio |
2,506,702 | 2,411,076 | ||||||
$ | 38,391,733 | $ | 30,677,963 | |||||
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During 2007, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $7,467,840 as follows: |
December 31 | ||||
2007 | ||||
Mutual Funds |
$ | 514,359 | ||
Commingled Funds |
100,548 | |||
Merck Common Stock Fund |
6,852,933 | |||
Total investment income |
$ | 7,467,840 | ||
4. | Related Party Transactions | |
Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company (Fidelity). Fidelity is the record keeper 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 $8,089,988 and $7,085,691 at December 31, 2007 and December 31, 2006, 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 total market value of investments in the Merck Common Stock Fund was $27,551,800 and $21,289,077 at December 31, 2007 and December 31, 2006, respectively. | ||
5. | Plan Termination | |
Although they have not expressed any intent to do so, the Companies have 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. | Tax Status | |
The Plan obtained a tax determination letter from the PRTD dated February 18, 1998 indicating that it had been designed in accordance with applicable sections of the Puerto Rico Internal Revenue Code of 1994 (PRIRC) and is, therefore, exempt from Puerto Rico income taxes. On August 20, 2003, the Plan obtained a tax determination letter from the Internal Revenue Service indicating it has 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 PRIRC and IRC. Therefore, no provision for income taxes has been made. |
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Identity of Issuer, Borrower, | Share | Current | ||||||||||||||
Lessor or Similar Party | Description of Investment | Balance | Cost | Value | ||||||||||||
* | Merck & Co., Inc. | Merck Common Stock Fund |
1,054,479.880 | ** | $ | 27,551,800 | ||||||||||
* | Fidelity Investment Co. | Fidelity Retirement Money Market Portfolio |
2,506,702.160 | ** | 2,506,702 | |||||||||||
Fidelity Low-Priced Stock Fund |
45,783.337 | ** | 1,883,069 | |||||||||||||
Fidelity Diversifed International Fund |
52,034.692 | ** | 2,076,184 | |||||||||||||
Fidelity Freedom 2005 Fund |
2,883.908 | ** | 34,001 | |||||||||||||
Fidelity Freedom 2010 Fund |
2,113.094 | ** | 31,316 | |||||||||||||
Fidelity Freedom 2015 Fund |
37,094.398 | ** | 462,567 | |||||||||||||
Fidelity Freedom 2020 Fund |
15,433.984 | ** | 244,011 | |||||||||||||
Fidelity Freedom 2025 Fund |
22,911.630 | ** | 301,975 | |||||||||||||
Fidelity Freedom 2030 Fund |
20,425.642 | ** | 337,432 | |||||||||||||
Fidelity Freedom 2035 Fund |
6,768.714 | ** | 92,596 | |||||||||||||
Fidelity Freedom 2040 Fund |
10,022.251 | ** | 97,517 | |||||||||||||
Fidelity Freedom 2050 Fund |
1,978.854 | ** | 22,619 | |||||||||||||
T. Rowe Price Associates, Inc. | T. Rowe Price Blue Chip Growth Fund |
69,482.494 | ** | 2,795,281 | ||||||||||||
The Capital Group Companies | American Funds EuroPacific Growth Fund, Class A |
53,699.975 | ** | 2,731,718 | ||||||||||||
Columbia Wanger Asset Management, LP | Columbia Acorn Fund, Class Z |
94,773.123 | ** | 2,806,232 | ||||||||||||
Pacific Investment Management Company | PIMCO Total Return Institutional Fund |
84,495.012 | ** | 956,702 | ||||||||||||
AXA Rosenberg Investment Management, LLC | AXA Rosenberg U.S. Small Capitalization Fund |
N/A | ** | 1,029,804 | ||||||||||||
SSgA Funds Management, Inc. | SSgA Flagship 500 Index Fund Series A |
N/A | ** | 2,229,192 | ||||||||||||
* | Participant Loans | Interest rates ranging from 5% to 10.5% and with
maturities through 2035 |
1,953,190 | |||||||||||||
Total |
$ | 50,143,908 | ||||||||||||||
* | Denotes a party-in-interest to the Plan. | |
** | Cost is not required for participant directed investment. |
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Merck & Co., Inc., as plan administrator |
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By: | /s/ Mark E. McDonough | |||
Mark E. McDonough | ||||
Vice President and Treasurer | ||||
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