Merck & Co Inc · 10-K405 · For 12/31/95 · EX-13
Filed On 3/20/96 · SEC File 1-03305 · Accession Number 950130-96-896
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
3/20/96 Merck & Co Inc 10-K405 12/31/95 11:103 Donnelley R R & S..02/FA
Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K 24 102K
2: EX-10.(A) Executive Incentive Plan 6 20K
3: EX-10.(F) 1996 Incentive Stock Plan 7 33K
4: EX-10.(L) Medco Class A Non-Qualified Stock Option Agreement 6 25K
5: EX-10.(O) Amendment - Employee Agreement Bwt Lofberg & Medco 2 14K
6: EX-11 Computation of Earnings 1 9K
7: EX-12 Computation of Ratios of Earnings to Fixed Charges 1 9K
8: EX-13 Pages 28-51 1995 Annual Report 47± 189K
9: EX-21 List of Subsidiaries 5 16K
10: EX-24 Power of Attorney 2 12K
11: EX-27 Financial Data Schedule 2 8K
FINANCIAL
REVIEW
DESCRIPTION OF MERCK'S BUSINESS
Merck is a leading research-driven pharmaceutical company that discovers,
develops, manufactures and markets a broad range of human and animal health
products and services.
SALES
----------------------------------------------------------------
($ in millions) 1995 1994 1993
----------------------------------------------------------------
Cardiovasculars.................. $ 6,232.4 $ 5,351.6 $4,820.8
Anti-ulcerants................... 1,019.8 1,565.7 1,324.0
Antibiotics...................... 848.3 827.4 868.7
Ophthalmologicals................ 570.6 482.3 454.6
Vaccines/biologicals............. 529.9 485.3 522.9
Benign prostate hypertrophy...... 405.8 322.7 187.4
Other Merck human health......... 266.5 381.3 596.2
Other human health............... 5,726.7 4,103.9 296.6
Animal health/crop protection.... 1,041.9 1,027.4 916.7
Specialty chemical............... 39.2 422.2 510.3
----------------------------------------------------------------
$16,681.1 $14,969.8 $10,498.2
================================================================
Human health products include therapeutic and preventive agents, generally
sold by prescription, for the treatment of human disorders. Among these are
cardiovascular products, of which Vasotec, Zocor, Mevacor, Prinivil and
Vaseretic are the largest-selling and which include Cozaar and Hyzaar launched
in 1995; anti-ulcerants, of which Pepcid is the largest-selling in 1995,
succeeding Prilosec, the largest-selling prior to its 1994 transfer to the Astra
Merck joint venture; antibiotics, of which Primaxin and Noroxin are the largest-
selling; ophthalmologicals, of which Timoptic, Timoptic-XE and Trusopt are the
largest-selling; vaccines/biologicals, of which M-M-R II, a pediatric vaccine
for measles, mumps and rubella, Recombivax HB (hepatitis B vaccine recombinant)
and Varivax, a live virus vaccine for the prevention of chickenpox launched in
1995, are the largest-selling; benign prostate hypertrophy, which includes
Proscar, a treatment for symptomatic benign prostate enlargement; and other
Merck human health products, which include Fosamax, a treatment for osteoporosis
in postmenopausal women, which was cleared for marketing in the United States by
the U.S. Food and Drug Administration (F.D.A.) in late September 1995, and
launched in mid-October, anti-inflammatory/analgesics, psychotherapeutics and a
muscle relaxant. Also included in this category are rebates and discounts on
Merck pharmaceutical products. Other human health primarily includes Merck-Medco
Managed Care (Medco) sales of non-Merck products and Medco human health
services, principally managed prescription drug programs.
Animal health/crop protection products include animal medicinals used for
control and alleviation of disease in livestock, small animals and poultry.
These products are primarily antiparasitics, of which Ivomec for the control of
internal and external parasites in livestock, and Heartgard-30 for the
prevention of canine heartworm disease, are the largest-selling; crop protection
products; coccidiostats for the treatment of poultry diseases, and poultry
breeding stock.
Specialty chemical products are used in health care, food processing, oil
exploration, paper, textiles and personal care. All specialty chemical
businesses were divested by the first quarter of 1995.
Promotion of the Company's human and animal health products is generally
made by professional representatives. Customers for human health products
include drug wholesalers and retailers, hospitals, clinics, governmental
agencies and managed health-care providers such as health maintenance
organizations and other institutions. Customers for human health services
include corporations, labor unions, insurance companies, Blue Cross and Blue
Shield organizations, Federal and state employee plans, health maintenance and
other similar organizations. Customers for animal health/crop protection
products include veterinarians, distributors, wholesalers, retailers, feed
manufacturers, veterinary suppliers and laboratories.
The markets in which the Company's business is conducted are highly
competitive and, in many cases, highly regulated. The introduction of new,
technologically innovative products and processes by competitors may result in
price reductions and product substitutions, even for products protected by
patents. Global efforts toward health-care cost containment continue to exert
pressure on product pricing. In the United States, government efforts to slow
the increase of health-care costs and the demand for price discounts from
managed-care groups have limited the Company's ability to mitigate the effect of
inflation on costs and expenses through pricing. Outside of the United States,
government mandated cost containment programs have required the Company to
similarly limit selling prices. Additionally, government actions to reduce
patient reimbursement, restrict physician prescribing levels and increase the
use of generic products have significantly reduced the sales growth of certain
products. It is anticipated that the worldwide trend for cost containment and
competitive pricing will continue for the balance of the 1990's and result in
continued pricing pressures.
Merck is responding to this new environment in a number of ways. In
November 1993, the Company acquired Medco Containment Services, Inc. to enhance
its competitive position in the emerging area of managed care. Medco provides
services to managed-care organizations designed to reduce prescription
28
drug benefit costs through managed prescription drug programs. Managed-care
organizations are expected to deliver a major portion of the nation's future
health-care services. The Company is also developing a series of health
management programs which use patient and physician communication to improve
drug therapy, promote better health outcomes and lower the long-term cost of
care associated with certain chronic diseases. The Company is also responding to
the new environment by developing innovative sales, marketing and education
techniques, by developing health-care alliances with large pharmaceutical buyers
and by continuing efforts to become more productive throughout the entire
organization.
In the United States, legislative bodies are working to expand health-care
access and reduce the costs associated therewith. The debate to reform the
health-care system has been and will continue to be protracted and intense.
Although the Company cannot fully predict the outcome of legislation to
accomplish the goals of reform, it is well positioned to respond to evolving
market forces resulting from legislative changes to the system. The Company
believes that its current policies and strategies will enable it to maintain a
strong position in this changing economic environment.
Since early 1990, the Company has voluntarily committed to a policy of
constraining price increases. The policy limits the net weighted average price
increases for all human health pharmaceutical products to the general rate of
inflation as measured by the U.S. Consumer Price Index (CPI). In early 1993, the
policy was extended to provide further savings to the health-care system by
limiting price increases on individual products to the projected CPI plus 1% on
an annual basis. Since its inception, this policy has yielded a cumulative net
price increase that is significantly below the cumulative increase in the
general rate of U.S. inflation. This policy is supported by our strategy to grow
through volume and not price, given stable market conditions and government
policies that foster innovation.
Also in 1990, Merck introduced its Equal Access to Medicines Program in a
number of states. Under this program, Merck voluntarily granted its best price
discounts to state Medicaid programs in exchange for full patient access to our
products. This innovative program served as a model for national legislation
applicable to all prescription drug manufacturers.
Other principal strategies for remaining competitive in this environment
include investing in research and development (R&D) directed toward the
discovery and development of technologically innovative products and new
indications for existing products, acquisitions, joint ventures, licensing
agreements and other strategic alliances. Continuous improvement in productivity
gains has become a permanent strategy. Productivity gains in 1995 continued to
offset inflation at the manufacturing level, and the Company seeks to achieve
the same goal in 1996. Actions undertaken include plant optimization,
implementing lowest cost processes, improving integration and technology
transfer between research and manufacturing, re-engineering of core and
administrative processes and delayering the organization. The Company put
additional resources into its sales force in 1995, in large part by reallocating
resources from staff positions into the field. This served the dual purpose of
optimizing the organization and driving revenue growth by directing more
resources to product launches.
In 1989, Merck and E. I. du Pont de Nemours and Company (DuPont) agreed to
form a long-term research and marketing collaboration to further develop a new
class of therapeutic agents for high blood pressure and heart disease,
discovered and developed by DuPont, called angiotensin II receptor antagonists.
In return, Merck provided DuPont marketing rights in the United States and
Canada to the Merck prescription medicines, Sinemet and SinemetCR. In 1994,
Cozaar, the first of the angiotensin II receptor antagonists, was cleared for
Merck to market in several European countries. In 1995, Cozaar and Hyzaar, a
combination of Cozaar and the diuretic hydrochlorothiazide, were cleared for
Merck to market in the United States and many international markets.
To further enhance the Company's access to research products, Merck and
DuPont created an independent, research-driven, worldwide pharmaceutical joint
venture, equally owned by each party, which began operations on January 1, 1991.
DuPont contributed its entire pharmaceutical and radiopharmaceutical imaging
agents businesses and is providing administrative services. Merck is providing
research and development expertise, development funds, certain European
marketing rights to several of its prescription medicines, international
industry expertise and cash. The joint venture's R&D effort is not expected to
produce significant commercial results in the near term. In January 1995, the
joint venture began co-promotion of Merck's prescription medicines, Prinivil and
Prinzide, in the United States. Joint venture sales for 1995 were $1.2 billion,
consisting primarily of cardiovascular, radiopharmaceutical and central nervous
system products.
In December 1994, the Company agreed to arrangements that, among other
things, eliminated the Company's right to offset the consequences of
disproportionate allocations of the DuPont Merck joint venture income and
expense against the Company's right to receive a disproportionate share of
income arising from its 1989 long-term research and marketing agreement with
DuPont. Accordingly, the Company recorded a $499.6 million provision for an
obligation to the joint venture. This obligation is a function of the favorable
performance of assets contributed by DuPont to the joint venture through
December 31, 1994, and certain Merck contractual commitments. This obligation
will be discharged by the end of 1996. The elimination of the offset resulting
from the December 1994 agreement will have no material effect on the Company's
liquidity or future cash flows. The anticipated favorable results from the 1989
agreement are being reported when realized.
In 1989, Merck and Johnson & Johnson formed a joint venture to develop and
market a broad range of non-prescription medicines for U.S. consumers. In
January 1990, the joint venture acquired the U.S. self-medication business of
ICI Americas, Inc. (ICI), with ICI obtaining the U.S. rights to Elavil, one of
the Company's products. In January 1993, Merck and Johnson & Johnson extended
their U.S. joint venture agreement to market and sell over-the-counter (OTC)
pharmaceutical products in Europe. Also in January 1993,
29
Merck contributed its existing OTC medications business in Spain to a new joint
venture company. In September 1993, the European joint venture established a new
company in the United Kingdom to market Merck and Johnson & Johnson OTC
medications. In January 1994, Merck and Johnson & Johnson acquired Laboratoires
J. P. Martin, a leading self-medication business in France. In April 1995, the
joint venture obtained F.D.A. clearance in the United States for marketing
Pepcid AC Acid Controller, a non-prescription formulation of Pepcid, Merck's H2-
receptor antagonist. Sales of product marketed by the joint venture were $403.5
million for 1995, consisting primarily of gastrointestinal products.
In 1991, Merck formed a separate vaccine division to enhance its existing
vaccine business and also to expand its presence through acquisitions, licensing
agreements and outside research collaborations. In 1992, Merck and Connaught
Laboratories, Inc., an affiliate of Pasteur Merieux Serums et Vaccines
(Pasteur), finalized an agreement to collaborate on the development and
marketing of combination pediatric vaccines and to promote selected vaccine
products in the United States. In November 1994, Merck and Pasteur formed a
joint venture to market vaccines and to collaborate in the development of
combination vaccines for distribution in Europe. This joint venture is not
expected to have a significant impact on comparability of net income in the near
term. Joint venture vaccine sales for 1995 were $598.6 million.
In 1982, the Company entered into an agreement with Astra AB (Astra) to
develop and market Astra products in the United States. Under the first phase of
the agreement, Merck marketed three Astra products, Prilosec, Plendil and
Tonocard, in exchange for a royalty. In July 1993, the Company's total sales of
Astra products reached a level that triggered the first step in the
establishment of a separate entity for operations related to Astra products. On
November 1, 1994, Astra paid Merck $820.0 million for an interest in a joint
venture that is carried on in a company called Astra Merck Inc., in which Merck
and Astra each own a 50% share. This joint venture develops and markets in the
United States most new prescription medicines from Astra's research. The
formation of the joint venture has not had a material impact on comparability of
net income. As of November 1, 1994, Astra Merck product sales are no longer
reported in consolidated sales. Sales for 1994 prior to November 1 were $733.2
million. Joint venture sales for 1995 were $1.3 billion, consisting primarily of
Prilosec, for which the joint venture received F.D.A. approval in 1995 to market
in the United States as the first and only acid pump inhibitor to maintain
healing of erosive esophagitis.
During 1995, Medco entered into a joint venture with the Wyeth-Ayerst
Division of American Home Products Corporation to develop, market and implement
health management programs for women's health and certain other important
therapeutic areas. The joint venture company commenced operations during the
year and will introduce its first health management programs in 1996. The
formation of this joint venture is not expected to have a significant impact on
the Company's financial position and will not significantly impact ongoing
results of operations.
The Company completed the sale of its remaining specialty chemical
businesses in 1995. In January, the Company sold its Calgon Vestal Laboratories
business for $261.5 million to Bristol-Myers Squibb. In February, the Company
sold its Kelco business to Monsanto for $1.075 billion. These divestitures
resulted in pretax gains of $682.9 million recorded in the first quarter. These
specialty chemical businesses were not significant to the Company's financial
position or results of operations.
In its continued effort to focus on core businesses, in October 1995, the
Company sold Medco Behavioral Care (MBC), a managed mental health-care service
business, to MBC management and Kohlberg Kravis Roberts & Co. for $340.0
million. The sale of this business did not have a significant impact on the
Company's financial position and will not significantly affect ongoing results
of operations.
FOREIGN OPERATIONS
The Company's operations outside the United States are conducted primarily
through subsidiaries. Sales by subsidiaries outside the United States were 32%
of sales in 1995 and 1994, and 44% in 1993. The decline in the percentage of
sales outside the United States since 1993 is due primarily to higher domestic
sales resulting from the Medco acquisition.
($ in Millions)
Year Domestic Sales Total Sales
---- -------------- -----------
1986 2,105 4,129
1987 2,500 5,061
1988 2,996 5,940
1989 3,487 6,550
1990 4,039 7,671
1991 4,617 8,603
1992 5,180 9,663
1993 5,914 10,498
1994 10,150 14,970
1995 11,321 16,681
Amounts after 1992 include the impact of Medco from the date of acquisition on
November 18, 1993. Amounts after 1993 include the impact of the formation of a
joint venture with Astra on November 1, 1994.
The Company's worldwide business is subject to risks of currency
fluctuations and governmental actions. The Company does not regard these risks
as a deterrent to further expansion of its operations abroad. However, the
Company closely reviews its methods of operations, particularly in less
developed countries, and adopts strategies responsive to changing economic and
political conditions.
The ongoing integration of the European market is affecting businesses
operating within the European Union (EU), particularly companies such as Merck
that maintain research facilities, manufacturing plants and marketing and sales
organizations in several countries. Merck is in the process of rationalizing its
EU operations.
Over the years, the Company has divested and restructured to reduce its
operational exposure in countries where economic conditions or government
policies make it difficult to earn fair
30
returns. At the same time, Merck is actively pursuing opportunities in countries
located in Latin America, Eastern Europe, Asia Pacific and other countries where
changes in government and in fiscal and regulatory policies are making it
possible for Merck to earn fair, economic returns. While none of these actions
individually has significantly affected operations, the overall impact has been
favorable.
OPERATING RESULTS
Total sales for 1995 increased 11% from 1994. The effect of a weakening U.S.
dollar against foreign currencies increased 1995 sales growth by two percentage
points, while price changes reduced growth by one percentage point. Sales for
1995 were affected by the formation of a joint venture with Astra and the
divestiture of Synetic (a Medco subsidiary) in 1994, as well as the divestitures
of Calgon Vestal Laboratories, Kelco and MBC in 1995. Adjusting for these
effects, 1995 sales grew 21%, with unit volume up 20%. Total sales for 1994
increased 43%. Sales for 1994 reflect a full year's impact of the Medco
acquisition in 1993 and the effect of the formation of the Astra Merck joint
venture in 1994. Excluding Medco sales of non-Merck products and including Medco
sales of Merck products for the full year 1993 to achieve comparability, and
adjusting for the effects of the joint venture formation and the sale of the
Calgon Water Management business in 1993, 1994 sales grew 9%, with unit volume
up 8%. Foreign exchange increased 1994 sales growth by one percentage point,
while price changes had essentially no impact. The effects of changes in the
value of foreign currencies are measured net of price increases in
hyperinflationary countries, principally in Latin America.
COMPONENTS OF SALES GROWTH
-------------------------
TOTAL SALES SALES VOLUME NET PRICING FOREIGN
GROWTH GROWTH ACTIONS EXCHANGE RATES
------------ ------------- ------------ ----------------
1991 12.1% 9.8% 2.2% 0.1%
1992 12.3 10.3 1.2 0.8
1993 6.8 8.6 0.1 -1.9
1994 8.6 8.4 -0.6 0.8
1995 20.9 19.9 -0.7 1.7
This chart illustrates the effects of price, volume and exchange on the
Company's sales. Growth for 1995 has been adjusted for the effect of the Astra
Merck joint venture formation and the sale of Synetic (a Medco subsidiary) in
1994, as well as the sales of Calgon Vestal Laboratories, Kelco, and Medco
Behavioral Care in 1995. Growth for 1994 has been adjusted to exclude Medco
sales of non-Merck products and include Medco sales of Merck products for the
full year 1993 to achieve comparability, as well as for the effect of the Astra
Merck joint venture formation. Growth for 1993 has been adjusted to exclude the
effects of the sale of the Calgon Water Management business and the acquisition
of Medco in 1993. The Company has grown predominantly through sales volume over
the last five years. The unfavorable effect of price on sales growth in 1995
reflects a continual decline from a 2.2% favorable effect in 1991, while the
effect of exchange has varied over the same period.
In 1995, sales of human and animal health products and services grew 14%.
Favorable foreign exchange rates increased this sales growth by two percentage
points, and price changes had a one point unfavorable effect. Adjusting for the
effects of the Astra Merck joint venture formation and the Synetic divestiture
in 1994, as well as the MBC divestiture in 1995, sales in this category grew 21%
in total and 20% on a volume basis in 1995. Domestic sales growth was 15%, or
25% adjusted for the aforementioned effects. Foreign sales grew 14%, including a
five percentage point increase from the effect of exchange. The unit volume
growth from the sales of Merck's human and animal health products was paced by
Vasotec, Vaseretic, Prinivil, Zocor, Pepcid, Primaxin and Proscar. The
introduction of Varivax, Cozaar, Hyzaar, Fosamax and Trusopt also added to the
sales growth.
Vasotec, Merck's angiotensin converting enzyme (ACE) inhibitor for reducing
high blood pressure and treating heart failure, recorded solid growth. During
1995, it again established a new Merck product sales record, and retained its
position as the leading branded product in the worldwide cardiovascular market.
Vasotec is also indicated to decrease the rate of development of overt heart
failure and to reduce hospitalizations for heart failure in people with left
ventricular dysfunction - a weakening of the heart's main pumping chamber (as
measured by an ejection fraction of 35% or less) - but with no heart failure
symptoms. Vaseretic, a combination of Vasotec and hydrochlorothiazide, also
prescribed for the treatment of high blood pressure, continued strong growth.
Prinivil, which also treats high blood pressure and acts as an adjunctive
therapy for treatment of heart failure, recorded solid growth as well. In 1995,
Prinivil received a new label indication in the United States to improve
survival after acute heart attack.
Together, Merck's cholesterol-lowering agents, Zocor and Mevacor, the two
leading drugs in the U.S. cholesterol-lowering market, continued their
outstanding performance, holding about 40% of the worldwide market. Zocor,
Merck's second cholesterol-lowering agent, and the leading cholesterol reducer
in Europe, continued its exceptional performance and became the fastest growing
lipid-lowering medicine in 1995. The significant growth was primarily driven by
the results of the landmark Scandinavian Simvastatin Survival Study (4S). The
study was presented at the American Heart Association in 1994 and showed that
Zocor reduced the overall risk of death by 30% and the risk of coronary death by
42%. Based on the 4S results, several countries have approved a new indication
for Zocor and in June 1995, the F.D.A. cleared Zocor as the first and only
cholesterol-lowering medication indicated to save lives and prevent heart
attacks in people with heart disease and high cholesterol. With fewer than one-
third of patients who have coronary disease currently receiving cholesterol-
lowering therapy, there remains a strong potential for the continued growth of
Zocor. Unit sales of Mevacor were down in 1995 primarily in the United States
due to strong competition. In early 1995, Merck received clearance from the
F.D.A. to market Mevacor as the only lipid-lowering drug indicated to slow the
progression of atherosclerosis (clogging of the arteries) in patients with
coronary artery disease and elevated cholesterol, as part of the treatment plan
to reduce elevated cholesterol levels.
31
Pepcid, an H2-receptor antagonist for treatment of duodenal ulcers and the
short-term treatment of gastric ulcers and gastroesophageal reflux disease
(GERD), continues its solid performance despite competition from generic
cimetidine, newer antisecretory agents and the introduction of OTC H2
antagonists. In April 1995, the Merck and Johnson & Johnson joint venture
obtained F.D.A. clearance in the United States for marketing Pepcid AC Acid
Controller (Pepcid AC), a non-prescription formulation of Pepcid. Pepcid AC is
the first OTC product that has been shown to both relieve and prevent heartburn
and acid indigestion. Strong sales can be attributed to consumer satisfaction
and acceptance of the product by doctors and pharmacists.
Proscar recorded significant volume growth in 1995. It is the only drug
indicated to treat the symptoms of benign prostate enlargement that also shrinks
the prostate. In early 1995, the F.D.A. granted clearance for revised
prescribing information for Proscar, citing clinical evidence that the majority
of men taking Proscar experience statistically significant improvement in
urinary symptoms as measured by total symptom score, some in as little as two
weeks after beginning therapy. Information added to the updated prescribing
information for Proscar was based on the analysis of patients treated in the 12-
month, placebo-controlled clinical trials with Proscar and open extensions
providing data for 36 months and, in a smaller group of patients, for 48 months.
In October 1995, the results of the Scandinavian Reduction of the Prostate Study
(SCARP), the first long-term, placebo-controlled study with Proscar, were
released. The results confirmed that treatment not only provides symptomatic
relief, but that it can also halt and even reverse the progression of benign
prostate enlargement, and that the improvement is maintained over an extended
period of time.
In March 1995, the F.D.A. licensed Merck to market Varivax, a live-virus
vaccine, for protection against chickenpox in healthy individuals (12 months of
age and older) who have not had the disease. The American Academy of Pediatrics
(A.A.P.) and the Advisory Committee on Immunization Practices to the Centers for
Disease Control and Prevention recommended the universal use of Varivax in early
childhood, and for susceptible older children and adolescents. The A.A.P. also
indicated that Varivax will become a standard part of their recommended
childhood immunization schedule. By the end of 1995, more than 1.5 million
Americans had received Varivax, making it the most rapidly accepted vaccine
since Merck introduced the measles vaccine in 1963.
Cozaar, Merck's new antihypertensive, and Hyzaar, a combination of Cozaar
and the diuretic hydrochlorothiazide, were both cleared for marketing in the
United States by the F.D.A. in April 1995, and were both launched in the United
States in May. These products have also been launched in several international
markets, and are the first in a new class of drugs that block a potent hormone
called angiotensin II, resulting in gradual, smooth, 24-hour blood pressure
reduction. In clinical studies, Cozaar and Hyzaar had excellent tolerability
profiles and were highly effective. Those patients taking Cozaar had a low
incidence of certain adverse reactions that are characteristic of other
antihypertensive treatments.
Fosamax, a breakthrough prescription medicine to treat osteoporosis in
women after menopause, was cleared for marketing in the United States by the
F.D.A. in late September 1995, and was launched in mid-October. By the end of
1995, Fosamax was also cleared for marketing in more than 30 countries,
including the United Kingdom, Italy, Sweden and Mexico. Fosamax builds healthy
bone, restoring some of the bone lost as a result of osteoporosis. Fosamax is a
new treatment choice and the first non-hormonal medicine for women after
menopause who have osteoporosis. About one-in-three women over the age of 50
suffer from this bone-weakening disease.
Results from two three-year pivotal studies support the conclusion that
Fosamax builds healthy bone at the spine and hip and significantly increases
bone mineral density at other sites, suggesting that the gains in bone mineral
density at the spine and hip did not occur because of a loss of bone mineral
density elsewhere in the skeleton. While these studies were not designed to
detect fracture risk, further analysis showed that Fosamax reduced by 48% the
number of women who suffered new spinal fractures compared with women treated
with placebo.
Trusopt, the first carbonic anhydrase inhibitor made in a topical (eyedrop)
formulation, was launched in May 1995 in the United States. It has also been
launched in many European countries and initial sales are very strong everywhere
it has been launched. Trusopt is indicated for the treatment of elevated
intraocular pressure in patients with ocular hypertension or open-angle
glaucoma. Trusopt has been proven effective in the consistent lowering of
intraocular pressure in most patients and may be used both as monotherapy and
adjunctive therapy.
Sales of other human health products and services contributed significantly
to 1995 sales growth. Other human health principally includes sales of non-Merck
products by Medco, which currently manages pharmaceutical benefits for
approximately 47 million plan participants, up from 41 million at the end of
1994. For three quarters of those individuals, Medco manages both their retail
pharmacy and mail service prescriptions, providing fully integrated drug benefit
services. As a result, the number of prescriptions managed by Medco grew to 171
million in 1995, up from 131 million prescriptions in 1994.Sales of ivermectin,
a broad-spectrum antiparasitic, were down modestly in 1995 primarily due to
depressed cattle and swine economies in the United States. A group of longer-
established products, including Noroxin, Mefoxin, Aldomet, Indocin, Clinoril and
Dolobid, while still producing strong revenues, also continued to decline in
unit volume due to generic and therapeutic competition.
In 1994, sales of human and animal health products and services grew 46%.
Favorable foreign exchange rates increased sales growth by one percentage point.
Price changes had essentially no impact. Excluding Medco sales of non-Merck
products and including Medco sales of Merck products for the full year 1993 to
achieve comparability, and adjusting for the effect of the Astra Merck joint
venture formation, sales grew 9% in total and on a volume basis in 1994.
Domestic sales growth was 78%, or 11% excluding the aforementioned effects.
Foreign sales grew 6%, including a two percentage
32
point increase from the effect of exchange. The unit volume gain from the sale
of Merck's human and animal health products was paced by Vasotec, Vaseretic,
Prinivil, Zocor, Pepcid, Prilosec, Proscar and ivermectin.
The decline in specialty chemical sales in 1995 reflects the sales of
Calgon Vestal Laboratories and Kelco in the first quarter of 1995. The decline
in specialty chemical sales in 1994 principally reflects the sale of the Calgon
Water Management business in the second quarter of 1993.
COSTS, EXPENSES AND OTHER
--------------------------------------------------------------------------------
($ in millions) 1995 Change 1994 Change 1993
--------------------------------------------------------------------------------
Materials and
production .............. $7,456.3 +25% $5,962.7 +139% $2,497.6
Marketing and
administrative .......... 3,297.8 +4% 3,177.5 +9% 2,913.9
Research and development.. 1,331.4 +8% 1,230.6 +5% 1,172.8
Gains on sales of
specialty chemical
businesses .............. (682.9) * -- * --
Restructuring charge ..... 175.0 * -- * 775.0
Gain on joint venture
formation ............... -- * (492.0) * --
Provision for joint venture
obligation .............. -- * 499.6 * --
Other (income)
expense, net ............ 306.3 +74% 176.2 +387% 36.2
--------------------------------------------------------------------------------
$11,883.9 +13% $10,554.6 +43% $7,395.5
================================================================================
*Not applicable
In 1995, materials and production costs increased 25%. Adjusting for the
effects of the 1994 Astra Merck joint venture formation and sale of Synetic, as
well as the 1995 sales of Calgon Vestal Laboratories, Kelco and MBC, materials
and production costs increased 34%, compared to a 21% sales growth rate on the
same basis. Adjusting for the aforementioned effects, and excluding exchange and
inflation, these costs increased 29%, compared to a 20% unit sales volume gain
in 1995. The higher growth rate in these costs over the sales volume growth is
primarily attributable to growth in Medco's historically lower-margin business.
The increase driven by Medco is partially offset by cost controls and
productivity improvements from the Company's continuing efforts to streamline
and restructure operations. In 1994, materials and production costs increased
139%, primarily due to the inclusion of a full year's impact of the Medco
acquisition. Excluding Medco's cost of non-Merck products and including the cost
of Medco sales of Merck products for the full year 1993 to achieve
comparability, and adjusting for the effect of the 1994 Astra Merck joint
venture formation, materials and production costs increased 10%, compared to a
9% sales growth rate on the same basis. Excluding the aforementioned effects,
exchange and inflation, these costs increased 7%, compared to an 8% unit sales
volume gain in 1994, also reflecting cost controls and productivity
improvements.
Marketing and administrative expenses increased 4% in 1995. Adjusting for
the effects of the 1994 Astra Merck joint venture formation and the sale of
Synetic, as well as the 1995 sales of Calgon Vestal Laboratories, Kelco and MBC,
marketing and administrative expenses increased 12%. Adjusting for the
aforementioned effects, and excluding exchange and inflation, these expenses
increased 6%. The increase in marketing and administrative expenses in 1995
primarily reflects the commitment of resources to support the launches of
several new products in 1995. Marketing and administrative expenses increased 9%
in 1994. Excluding the effects of exchange and inflation, these expenses
increased 5%, primarily due to the inclusion of a full year's impact of the
Medco acquisition. Marketing and administrative expenses as a percentage of
sales were 20% in 1995, 21% in 1994 and 28% in 1993. The improvement in these
ratios reflects the lower marketing and administrative costs relative to sales
of Medco, continuing cost controls, productivity improvements and the beneficial
effects from the restructuring programs.
Research and development expenses increased 8% in 1995. Excluding the
effects of exchange and inflation, these expenses increased 3%. Research and
development expenses increased 5% in 1994. Excluding the effects of exchange and
inflation, these expenses were essentially level with 1993. Not included in
consolidated research and development expenses are costs incurred by the
Company's joint ventures, which totaled $376.9 million in 1995 and $319.4
million in 1994.
Research and development in the pharmaceutical industry is inherently a
long-term process. The data below show an unbroken trend of year-to-year
increases in research and development spending. For the period 1986 to 1995, the
compounded annual growth rate in research and development was 12%.
EXPENDITURES
------------
($ in Millions)
Year Total R & D Expenditures
------ --------------------------
1986 480
1987 566
1988 669
1989 751
1990 854
1991 988
1992 1,112
1993 1,173
1994 1,231
1995 1,331
This chart excludes research and development costs incurred by the
Company's joint ventures, which were $376.9 milion in 1995.
In the first quarter of 1995, the Company recorded gains of $682.9 million
on the sales of Calgon Vestal Laboratories and Kelco. (See Note 3 to the
financial statements for further information.)
In the first quarter of 1995, the Company recorded a pretax restructuring
charge of $175.0 million. The restructuring actions involve manufacturing
facility consolidation, rationalization and work-force reduction in Europe and
the United States. The consolidation and rationalization actions, which will be
completed by 1999, involve fixed asset write-off and
33
closure costs. The restructuring charge includes $31.0 million directly related
to the elimination of approximately 450 positions. This work-force reduction is
expected to reduce annual employment costs by approximately $29.0 million. The
total initiative is expected to result in substantial additional production-
related savings and will not materially impact the Company's liquidity.
In the second quarter of 1993, the Company recorded a pretax restructuring
charge of $775.0 million. The restructuring charge is the sum of two distinct
programs one near term and the other longer term. The near-term initiative
reduced the work force by approximately 2,100 positions, a substantial number of
which were permanently eliminated. Work-force reductions were achieved through
an early retirement program in the United States and appropriate programs
elsewhere at a cost of $450.0 million. This program proceeded as planned and was
completed in 1994. The longer-term initiative involves the consolidation and
rationalization of manufacturing facilities and distribution centers, further
reducing the work force, primarily outside the United States, at a cost of an
additional $325.0 million. Future cash outlays resulting from these initiatives
are not expected to have a material impact on the Company's liquidity. These
initiatives have reduced annual employment costs by approximately $165.0 million
and will result in substantial additional production-related savings.
In 1994, the Company recorded a gain of $492.0 million on the sale to Astra
of an interest in a joint venture and a provision of $499.6 million in
recognition of an obligation to the DuPont Merck joint venture. (See Note 4 to
the financial statements for further information.)
In 1995, other expense, net, increased primarily as a result of $500.5
million of nonrecurring charges consisting of $278.5 million for losses on sales
of assets, $161.2 million for endowment of The Merck Company Foundation and
$60.8 million for settlement of claims. This effect was partially offset by a
$289.7 million increase in equity income from affiliates, primarily resulting
from the formation of the Astra Merck joint venture, as well as higher interest
income, lower interest expense and favorable exchange resulting from the
translation of the Company's balance sheet. In 1994, other expense, net,
increased primarily due to a full year's effect of amortization of goodwill and
other intangibles and interest expense resulting from the Medco acquisition as
well as higher income applicable to minority interests. This effect was
partially offset by higher equity income from affiliates and lower exchange
losses resulting from translation of the Company's balance sheet. (See Note 15
to the financial statements for further information.)
EARNINGS
----------------------------------------------------------------------------
($ in millions except
per share amounts) 1995 Change 1994 Change/(1)/ 1993
----------------------------------------------------------------------------
Net income $3,335.2 +11% $2,997.0 +38% $2,166.2
As a % of sales 20.0% 20.0% 20.6%
As a % of average
total assets 14.6% 14.3% 14.0%
Earnings per
common share $2.70 +13% $2.38 +27% $1.87
============================================================================
(1) Excluding the 1993 restructuring charge, 1994 net income and earnings per
share growth rates would have been 12% and 3%, respectively.
Net income was up 11% in 1995 and up 38% in 1994. Excluding the 1993
restructuring charge, 1994 net income increased 12%. Net income as a percentage
of sales was 20.0% in 1995 and 1994, compared to 20.6% in 1993. The decline in
the ratio for 1995 and 1994 from 1993, is principally due to the inclusion of a
full year's impact of the Medco acquisition and reflects Medco's historically
lower-margin business. The impact of the Medco acquisition on this ratio was
mitigated by unit sales volume growth, favorable product mix in Merck's human
and animal health business, productivity improvements and continuing cost
controls. Foreign currency exchange had a favorable impact in 1995 and 1994. The
Company's effective income tax rate in 1995 was 30.5%, compared with 32.1% in
1994. The lower effective tax rate in 1995 primarily relates to joint ventures,
which also affected pretax income growth. Specifically, pretax income growth was
reduced by the inclusion of the Company's share of taxes related to the Astra
Merck joint venture and the European vaccine joint venture with Pasteur, both
formed in the fourth quarter of 1994. Prior to the formation of these joint
ventures, the taxes related to these businesses were included in the Company's
tax provision. Therefore, the reduction in pretax growth is offset by
a corresponding reduction in the Company's tax rate in 1995, resulting in no
effect on net income growth. Net income as a percentage of average total assets
was 14.6% in 1995, 14.3% in 1994 and 14.0% in 1993, with the improvements
attributed to the continued growth in operations and the Company's asset
management efforts. Earnings per share grew 13% in 1995, compared to 3% in 1994,
excluding the 1993 restructuring charge. In 1995, earnings per share increased
at a faster rate than net income as a result of treasury stock purchases. The
dilution in 1994 earnings per share growth, as compared to net income growth, is
principally due to the additional shares issued in November 1993 to complete the
Medco acquisition.
DISTRIBUTION OF INCOME
----------------------
($ in Millions)
ADDITION ADDITION TO ADDITION TO
TO RETAINED EARNINGS RETAINED EARNINGS
RETAINED + +
Year EARNINGS DIVIDENDS DIVIDENDS + TAXES ON INCOME
---- -------- ------------------ ---------------------------
1986 397 676 1,073
1987 541 906 1,405
1988 660 1,207 1,871
1989 814 1,495 2,283
1990 993 1,781 2,699
1991 1,201 2,122 3,167
1992 1,340 2,447 3,564
1993 927 2,166 3,103
1994 1,534 2,997 4,415
1995 1,757 3,335 4,797
Amounts for 1994 include a full year's impact of the Medco acquisition in
1993 and the impact of the formation of the Astra Merck joint venture in 1994.
Amounts for 1993 include the impact of the acquisition of Medco and a
restructuring charge. Amounts for 1992 exclude the cumulative effect of
accounting changes.
Pricing pressures have made it increasingly difficult for the Company to
recover the effect of inflation on costs and expenses. To the extent possible,
the Company's objective is
34
to offset the impact of inflation through productivity and technological
improvements, business restructuring, cost containment programs and price
increases.
In March 1995, the Financial Accounting Standards Board issued Statement
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires adoption no later than fiscal 1996.
This Statement establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles and goodwill related to those assets to
be held and used, and for long-lived assets and certain identifiable intangibles
to be disposed of. The Company will adopt this Statement as of January 1, 1996,
which will have no effect on results of operations.
In October 1995, the Financial Accounting Standards Board issued Statement
No. 123, Accounting for Stock-Based Compensation, which requires adoption no
later than fiscal 1996. The Statement provides a choice of accounting methods,
the fair value method or the current intrinsic value method, with disclosure of
the fair value impact. Both methods require the Company to estimate, using an
option pricing model, the fair value of equity instruments issued to employees
at the date of grant. The fair value method requires recognition of compensation
cost ratably over the vesting period of the underlying equity instruments. The
intrinsic value method requires disclosure of pro forma net income and earnings
per share as if the fair value method had been applied. The Company will adopt
this Statement as of January 1, 1996, using the current intrinsic value method.
The Company believes that it is in compliance in all material respects with
applicable environmental laws and regulations. The Company has maintained a
leadership role in supporting environmental initiatives and fostering pollution
prevention by actions including the elimination of, or the application of best
available technology to reduce air emissions of known or suspect carcinogens at
its facilities worldwide. At the end of 1995, projects were in place that are
expected to reduce all environmental releases of toxic chemicals by 90% from
1987 levels. In 1995, the Company incurred capital expenditures of approximately
$87.0 million for environmental protection facilities. Capital expenditures for
this purpose are forecasted to exceed $300.0 million for the years 1996 through
2000. In addition, the Company's operating and maintenance expenditures for
pollution control were approximately $68.5 million in 1995. Expenditures for
this purpose for the years 1996 through 2000 are forecasted to exceed $420.0
million. The Company is a party to a number of proceedings brought under the
Comprehensive Environmental Response, Compensation and Liability Act, commonly
known as Superfund, as well as under other Federal and state statutes. While it
is not feasible to predict or determine the outcome of these
proceedings, management does not believe that they should result in a materially
adverse effect on the Company's financial position, results of operations,
liquidity or capital resources. The Company is also remediating environmental
contamination resulting from past industrial activity at certain of its sites.
Expenditures for environmental purposes were $17.7 million in 1995, and are
estimated at $145.0 million for the years 1996 through 2000. The Company has
taken an active role in identifying and providing for these costs; and,
therefore, management does not believe that these expenditures should result in
a materially adverse effect on the Company's financial position, results of
operations, liquidity or capital resources.
Along with other pharmaceutical manufacturers and pharmaceutical benefits
managers (PBMs), the Company has received notice from the Federal Trade
Commission (F.T.C.) that it intends to investigate agreements, alliances,
activities and acquisitions involving pharmaceutical manufacturers and PBMs. The
Company has cooperated fully with the F.T.C. investigation, and believes that it
is currently operating in all material respects in accordance with applicable
standards. While it is not feasible to predict or determine the outcome of the
investigation, management does not believe that it should result in a materially
adverse effect on the Company's financial position, results of operations or
liquidity.
CAPITAL EXPENDITURES
Capital expenditures were $1.0 billion in 1995 and 1994. Expenditures in
the United States were $793.5 million in 1995 and $772.1 million in 1994.
Expenditures during 1995 included $533.2 million for production facilities,
$83.2 million for research and development facilities, $92.7 million for safety
and environmental projects and $296.4 million for administrative and general
site projects. Not included above are capital expenditures incurred by the
Company's joint ventures, which totaled $154.3 million in 1995, including $66.1
million for research and development facilities.
Capital authorizations in 1995 were $1.1 billion, an increase of 62% from
1994's level of $682.6 million. This increase is driven by investment in
manufacturing facilities to support new and in-line products. Capital
expenditures approved but not yet spent at December 31, 1995, were $595.5
million. These commitments include investments in production facilities ($274.0
million), research and development facilities ($93.7 million), safety and
environmental projects ($58.9 million) and administrative and general site
projects ($168.9 million).
Depreciation was $463.3 million in 1995 and $475.6 million in 1994, of
which $332.8 million and $345.7 million, respectively, applied to locations in
the United States.
CAPITAL EXPENDITURES
--------------------
($ in Millions)
YEAR TOTAL CAPITAL EXPENDITURES
---- --------------------------
1986 211
1987 254
1988 373
1989 433
1990 671
1991 1,042
1992 1,067
1993 1,013
1994 1,009
1995 1,005
This chart excludes capital expenditures incurred by the Company's joint
ventures, which were $154.3 million in 1995.
35
ANALYSIS OF LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations continues to be the Company's primary source of
funds to finance operating needs and capital expenditures. Pretax cash flows
from operations for 1995 were essentially equivalent to 1994 and reflect the
impact of the endowment of The Merck Company Foundation, increased pension
funding and timing of receipts and disbursements. In 1995, cash from operations
was used to fund capital expenditures of $1.0 billion, to pay Company dividends
of $1.5 billion and to partially fund the purchase of treasury shares. At
December 31, 1995, the total of worldwide cash and investments was $5.3 billion,
including $3.3 billion in cash, cash equivalents and short-term investments and
$2.0 billion of long-term investments. The above totals include $1.3 billion in
cash and investments held by Banyu Pharmaceutical Co., Ltd., in which the
Company has a 50.87% ownership interest.
SELECTED DATA
--------------------------------------------------------------
($ in millions) 1995 1994 1993
--------------------------------------------------------------
Working capital............... $2,928.0 $1,473.1 $(161.1)
Total debt to total
liabilities and equity...... 7.5% 5.9% 14.3%
Cash provided by operations
to total debt............... 1.6:1 3.2:1 1.1:1
==============================================================
Working capital levels are more than adequate to meet the operating
requirements of the Company. The increase in working capital in 1995 reflects
both continued normal growth of the Company as well as proceeds from the sales
of the Company's specialty chemical businesses. Also, in December 1995, the
Company's wholly-owned subsidiary, Merck Sharp & Dohme Overseas Finance, S.A.,
issued $1.0 billion par value of variable rate nonconvertible Preferred Equity
Certificates. These proceeds will be used to fund a portion of the Company's
stock repurchase program and for other general corporate purposes. The increase
in the ratio of total debt to total liabilities and equity in 1995 reflects
increased debt issued during the year.
In 1994, improvements in working capital and the ratios of total debt to
total liabilities and equity and cash provided by operations to total debt
reflect both normal growth of the Company and the reduction in commercial paper
borrowings used to finance the Medco acquisition. The repayment of commercial
paper borrowings was funded by operating cash flows and proceeds received from
Astra on the sale of an interest in a joint venture.
The 1993 ratios were impacted by the acquisition of Medco in November 1993
for approximately $6.6 billion. The Company issued $4.2 billion of equity
securities and paid $2.4 billion in cash, of which $1.8 billion was financed
with commercial paper and $250.0 million was financed with long-term debt. The
balance of the purchase price paid in cash was financed from internal sources.
From 1993 to 1995, the Company purchased $2.6 billion of treasury shares
under two programs authorized by the Board of Directors in 1993 and 1994. The
1993 program was completed in 1994. In November 1995, the Board of Directors
approved purchases of up to an additional $3.0 billion of Merck shares. Through
December 31, 1995, $1.6 billion of shares had been purchased under the 1994
program. Since 1984, the Company has purchased 292.4 million shares at a total
cost of $6.6 billion.
From 1993 to 1995, short-term borrowings were affected by purchases of
treasury shares resulting in periodic reductions in working capital and
increases in the ratio of total debt to total liabilities and equity. The
favorable ratio of cash provided by operations to total debt is an indication of
the ability of the Company to cover its debt obligations.
A significant portion of the Company's cash flows are denominated in
foreign currencies. The Company relies on sustained cash flows generated from
foreign sources to support its long-term commitment to U.S. dollar-based
research and development. To the extent the dollar value of cash flows is
diminished as a result of a strengthening dollar, the Company's ability to fund
research and other dollar-based strategic initiatives at a consistent level may
be impaired. To protect against the reduction in value of foreign currency cash
flows, the Company has instituted balance sheet and revenue hedging programs to
partially hedge this risk.
The objective of the balance sheet hedging program is to protect the U.S.
dollar value of foreign currency denominated net monetary assets from the
effects of volatility in foreign exchange that might occur prior to their
conversion to U.S. dollars. To achieve this objective, the Company will
hedge foreign currency risk on monetary assets and liabilities where hedging is
cost beneficial. The Company seeks to fully hedge exposure denominated in
developed country currencies, such as those of Japan, Europe and Canada, and
will either partially hedge or not hedge at all, exposure in other currencies,
particularly exposure in hyperinflationary countries where hedging instruments
may not be available at any cost. The Company will minimize the effect of
exchange on unhedged exposure, principally by managing operating activities and
net asset positions at the local level. The Company manages its net asset
exposure principally with forward exchange contracts. These contracts enable the
Company to buy and sell foreign currencies in the future at fixed exchange
rates. On net monetary assets hedged, forward contracts offset the consequences
of changes in foreign exchange on the amount of U.S. dollar cash flows derived
from the net assets. Contracts used to hedge net monetary asset exposure have
average maturities at inception of less than one year. The cash flows generated
from these forward contracts are reported as arising from operating activities
in the Consolidated Statement of Cash Flows. The balance sheet hedging program
has significantly reduced the volatility of U.S. dollar cash flows derived from
foreign currency denominated net monetary assets.
The objective of the revenue hedging program is to reduce the potential for
longer-term unfavorable changes in foreign exchange to decrease the U.S. dollar
value of future cash flows
36
derived from foreign currency denominated sales. To achieve this objective, the
Company will partially hedge forecasted sales that are expected to occur over
its planning cycle, typically no more than three years into the future. The
Company will layer in hedges over time, increasing the portion of sales hedged
as it gets closer to the expected date of the transaction. The portion of sales
hedged is based on assessments of cost-benefit profiles that consider natural
offsetting exposures, revenue and exchange rate volatilities and correlations,
and the cost of hedging instruments. The Company manages its forecasted
transaction exposure principally with purchased local currency put options. On
the forecasted transactions hedged, these option contracts effectively reduce
the potential for a strengthening U.S. dollar to decrease the future U.S. dollar
cash flows derived from foreign currency denominated sales. Purchased
local currency put options provide the Company with a right, but not an
obligation, to sell foreign currencies in the future at a pre-determined price.
If the value of the U.S. dollar weakens relative to other major currencies
when the options mature, the options would expire unexercised, enabling the
Company to benefit from favorable movements in exchange, except to the extent of
premiums paid for the contracts. Over the last three years the program has had a
minimal cumulative effect on cash flows, principally because of the prevailing
weakness in the U.S. dollar compared with other major currencies. However, the
program has prevented a loss in value of cash flows during interim periods of
relative strength in the U.S. dollar for the portion of revenues hedged. The
cash flows associated with these contracts are reported as arising from
operating activities in the Consolidated Statement of Cash Flows.
The Company's strong financial position, as evidenced by its triple-A
credit ratings from Moody's and Standard & Poor's on outstanding debt issues,
provides a high degree of flexibility in obtaining funds on competitive terms.
The ability to finance ongoing operations primarily from internally generated
funds is desirable because of the high risks inherent in research and
development required to develop and market innovative new products and the
highly competitive nature of the pharmaceutical industry.
In September 1995, the Company issued $500.0 million of 10-year euronotes
bearing a coupon of 6.8% payable annually. Proceeds from the sale of these
securities will be used for general corporate purposes.
In 1993, Merck filed a shelf registration with the Securities and Exchange
Commission under which the Company could issue up to $1.0 billion of debt
securities. Proceeds from the sale of these securities are to be used for
general corporate purposes. In 1993, the Company initiated a medium-term note
program under this shelf and issued $80.0 million of structured floating rate
medium-term notes. In January 1996, the Company issued $250.0 million of 30-year
debentures under the shelf, bearing a coupon of 6.3% payable semi-annually. The
1993 shelf registration, together with $85.0 million unused capacity from a
$500.0 million 1991 shelf registration, provide $755.0 million of shelf
capacity.
CONDENSED INTERIM FINANCIAL DATA
-----------------------------------------------------------------------------
($ in millions except
per share amounts) 4th Q 3rd Q 2nd Q 1st Q
-----------------------------------------------------------------------------
1995
-----------------------------------------------------------------------------
Sales............................. $4,556.9 $4,171.1 $4,135.7 $3,817.3
Materials and
production costs................ 2,125.9 1,858.2 1,746.0 1,726.2
Marketing/administrative
expenses........................ 910.9 767.2 849.6 770.0
Research/development
expenses........................ 381.1 332.5 329.7 288.2
Other income, net................. (73.9) (33.8) (31.1) (62.9)
Income before taxes............... 1,212.9 1,247.0 1,241.5 1,095.8
Net income........................ 857.8 861.9 858.1 757.4
Earnings per common share......... $ .70 $ .70 $ .69 $ .61
=============================================================================
1994
-----------------------------------------------------------------------------
Sales............................. $3,871.5 $3,792.0 $3,792.0 $3,514.3
Materials and
production costs................ 1,526.5 1,451.9 1,528.7 1,455.6
Marketing/administrative
expenses........................ 874.2 820.7 726.7 755.9
Research/development
expenses........................ 365.0 308.4 290.9 266.3
Other expense, net................ 20.0 39.3 100.2 24.2
Income before taxes............... 1,085.8 1,171.7 1,145.5 1,012.3
Net income........................ 773.0 784.8 764.1 675.2
Earnings per common share......... $ .61 $ .62 $ .61 $ .54
=============================================================================
In the chart above, sales for the fourth quarter of 1994 and the full year
1995 were reduced as a result of the fourth quarter 1994 formation of the Astra
Merck joint venture and the sale of Synetic. Sales for 1995 were also reduced by
the first quarter 1995 sales of Calgon Vestal Laboratories and Kelco and the
fourth quarter 1995 sale of MBC.
DIVIDENDS PAID PER COMMON SHARE
Year 4th Q 3rd Q 2nd Q 1st Q
1995 ............................ $1.24 $.34 $.30 $.30 $.30
1994 ............................ 1.14 .30 .28 .28 .28
==============================================================================
COMMON STOCK MARKET PRICES
------------------------------------------------------------------------------
1995 4th Q 3rd Q 2nd Q 1st Q
------------------------------------------------------------------------------
High .................................... $67 1/4 $57 7/8 $51 1/4 $45 1/8
Low .................................... 55 5/8 47 1/4 41 1/4 36 3/8
------------------------------------------------------------------------------
1994
------------------------------------------------------------------------------
High .................................... $39 1/2 $36 1/8 $32 1/4 $38
Low ..................................... 34 29 28 1/8 28 3/4
==============================================================================
The principal market for trading of the common stock is the New York Stock
Exchange under the symbol MRK.
37
CONSOLIDATED Merck & Co., Inc. and Subsidiaries
STATEMENT OF INCOME
------------------------------------------------------------------------------
Years Ended December 31
($ in millions except per share amounts) 1995 1994 1993
------------------------------------------------------------------------------
SALES ................................. $16,681.1 $14,969.8 $10,498.2
COSTS, EXPENSES AND OTHER
Materials and production .............. 7,456.3 5,962.7 2,497.6
Marketing and administrative .......... 3,297.8 3,177.5 2,913.9
Research and development .............. 1,331.4 1,230.6 1,172.8
Gains on sales of specialty chemical
businesses ............................ (682.9) -- --
Restructuring charge .................. 175.0 -- 775.0
Gain on joint venture formation ....... -- (492.0) --
Provision for joint venture obligation -- 499.6 --
Other (income) expense, net ........... 306.3 176.2 36.2
------------------------------------------------------------------------------
11,883.9 10,554.6 7,395.5
------------------------------------------------------------------------------
INCOME BEFORE TAXES ................... 4,797.2 $4,415.2 3,102.7
TAXES ON INCOME ....................... 1,462.0 $1,418.2 936.5
------------------------------------------------------------------------------
Net Income ............................ $ 3,335.2 $ 2,997.0 $ 2,166.2
==============================================================================
EARNINGS PER COMMON SHARE ............. $ 2.70 $ 2.38 $ 1.87
==============================================================================
CONSOLIDATED STATEMENT Merck & Co., Inc. and Subsidiaries
OF RETAINED EARNINGS
Years Ended December 31
($ in millions) 1995 1994 1993
------------------------------------------------------------------------------
BALANCE, JANUARY 1 .................... $10,942.0 $ 9,393.2 $ 8,466.0
------------------------------------------------------------------------------
NET INCOME ............................ 3,335.2 2,997.0 2,166.2
COMMON STOCK DIVIDENDS DECLARED ....... (1,578.0) (1,463.1) (1,239.0)
NET UNREALIZED GAIN ON INVESTMENTS .... 41.4 14.9 --
------------------------------------------------------------------------------
BALANCE, DECEMBER 31 .................. $12,740.6 $10,942.0 $ 9,393.2
==============================================================================
The accompanying notes are an integral part of these financial statements.
38
CONSOLIDATED STATEMENT Merck & Co., Inc. and Subsidiaries
OF BALANCED SHEET
December 31
($ in millions) 1995 1994
-------------------------------------------------------------------------------
ASSETS
-------------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents ............................. $ 1,847.4 $ 1,604.0
Short-term investments ................................ 1,502.4 665.7
Accounts receivable ................................... 2,495.7 2,351.5
Inventories ........................................... 1,872.5 1,660.9
Prepaid expenses and taxes ............................ 899.5 639.6
-------------------------------------------------------------------------------
Total current assets .................................. 8,617.5 6,921.7
-------------------------------------------------------------------------------
INVESTMENTS ........................................... 1,969.6 1,416.9
-------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT (at cost)
Land .................................................. 206.3 212.6
Buildings ............................................. 2,783.2 2,604.5
Machinery, equipment and office furnishings ........... 4,055.9 4,029.4
Construction in progress .............................. 663.6 826.4
-------------------------------------------------------------------------------
7,709.0 7,672.9
Less allowance for depreciation ....................... 2,439.9 2,376.6
-------------------------------------------------------------------------------
5,269.1 5,296.3
-------------------------------------------------------------------------------
GOODWILL AND OTHER INTANGIBLES (net of accumulated
amortization of $411.5 million in 1995 and $291.1 million
in 1994) ................................................. 6,826.3 7,212.3
-------------------------------------------------------------------------------
OTHER ASSETS 1,149.3 1,009.4
-------------------------------------------------------------------------------
$23,831.8 $21,856.6
===============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities ............... $ 3,105.2 $ 2,715.4
Loans payable and current portion of long-term debt .... 423.1 146.7
Income taxes payable ................................... 1,743.0 2,206.5
Dividends payable ...................................... 418.2 380.0
-------------------------------------------------------------------------------
Total current liabilities .............................. 5,689.5 5,448.6
-------------------------------------------------------------------------------
LONG-TERM DEBT ......................................... 1,372.8 1,145.9
-------------------------------------------------------------------------------
DEFERRED INCOME TAXES AND NONCURRENT LIABILITIES ....... 2,747.5 2,914.3
-------------------------------------------------------------------------------
MINORITY INTERESTS ..................................... 2,286.3 1,208.8
-------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock
Authorized - 2,700,000,000 shares
Issued - 1,483,463,327 shares - 1995
- 1,483,167,594 shares - 1994 ................... 4,742.5 4,667.8
Retained earnings ....................................... 12,740.6 10,942.0
-------------------------------------------------------------------------------
17,483.1 15,609.8
Less treasury stock, at cost
254,614,794 shares - 1995
235,341,571 shares - 1994 .............................. 5,747.4 4,470.8
-------------------------------------------------------------------------------
Total stockholders' equity .............................. 11,735.7 11,139.0
-------------------------------------------------------------------------------
$23,831.8 $21,856.6
===============================================================================
The accompanying notes are an integral part of this financial statement.
39
CONSOLIDATED STATEMENT Merck & Co., Inc. and Subsidiaries
OF RETAINED EARNINGS
Years Ended December 31
($ in millions) 1995 1994 1993
-------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Income before taxes ........................ $ 4,797.2 $ 4,415.2 $ 3,102.7
Adjustments to reconcile income before taxes
to cash provided from operations before taxes:
Gains on sales of specialty chemical
businesses ................................ (682.9) -- --
Restructuring charge ...................... 175.0 -- 775.0
Gain on joint venture formation ........... -- (492.0) --
Provision for joint venture obligation .... -- 499.6 --
Depreciation and amortization ............. 667.2 681.6 386.5
Other ..................................... 483.9 (10.7) (62.9)
Net changes in assets and liabilities:
Accounts receivable ...................... (244.1) (265.0) (263.1)
Inventories .............................. (271.8) (26.2) (46.6)
Accounts payable and accrued liabilities.. 383.1 290.6 (122.9)
Noncurrent liabilities ................... (290.8) (123.5) 67.9
Other .................................... (43.0) 28.1 71.8
-------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES
BEFORE TAXES ................................ 4,973.8 4,997.7 3,908.4
INCOME TAXES PAID ........................... (2,029.6) (857.8) (859.9)
-------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ... 2,944.2 4,139.9 3,048.5
-------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ........................ (1,005.5) (1,009.3) (1,012.7)
Purchase of Medco, net of cash and cash
equivalents acquired ....................... -- -- (1,869.4)
Purchase of securities, subsidiaries and
other investments ......................... (13,772.3) (14,814.5) (9,521.4)
Proceeds from joint venture formation, net of
cash transferred .......................... -- 759.3 --
Proceeds from sale of securities, subsidiaries
and other investments ...................... 12,430.1 15,082.3 9,863.5
Proceeds from sales of specialty chemical
businesses, net of cash transferred ........ 1,321.1 -- --
Other ....................................... (295.7) (50.2) (47.7)
-------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES ....... (1,322.3) (32.4) (2,587.7)
-------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term borrowings ......... 40.5 (1,580.2) 910.8
Proceeds from issuance of debt .............. 549.5 336.6 353.8
Payments on debt ............................ (108.2) (152.4) (39.4)
Proceeds from issuance of preferred stock of
subsidiaries ............................... 1,019.6 -- --
Purchase of treasury stock .................. (1,570.9) (704.5) (371.0)
Dividends paid to stockholders .............. (1,539.8) (1,434.1) (1,174.4)
Proceeds from exercise of stock options ..... 264.0 138.6 83.4
Other ....................................... (56.1) (6.2) 22.6
-------------------------------------------------------------------------------
NET CASH USED BY FINANCING ACTIVITIES ....... (1,401.4) (3,402.2) (214.2)
-------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS ........................... 22.9 69.3 7.7
-------------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents ... 243.4 774.6 254.3
Cash and Cash Equivalents at Beginning of Year 1,604.0 829.4 575.1
-------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR ... $ 1,847.4 $ 1,604.0 $ 829.4
===============================================================================
The accompanying notes are an integral part of this financial statement.
40
NOTES TO Merck & Co., Inc. and Subsidiaries
FINANCIAL STATEMENTS ($ in millions except per share amounts)
1. NATURE OF OPERATIONS
Merck is a leading research-driven pharmaceutical company that discovers,
develops, manufactures and markets a broad range of human and animal health
products and services. Human health products include therapeutic and preventive
agents, generally sold by prescription, for the treatment of human disorders.
Human health services include primarily managed prescription drug programs.
Animal health/crop protection products include animal medicinals, used for
control and alleviation of disease in livestock, small animals and poultry, and
agricultural insecticides.
Customers for human health products and services include drug wholesalers
and retailers, hospitals, clinics, governmental agencies, corporations, labor
unions, retirement systems, insurance carriers, managed health-care providers
such as health maintenance organizations and other institutions. Customers for
the Company's animal health/crop protection products include veterinarians,
distributors, wholesalers, retailers, feed manufacturers, veterinary suppliers
and laboratories.
2. SUMMARY OF ACCOUNTING POLICIES
Principles of Consolidation -- The consolidated financial statements include the
accounts of the Company and all of its subsidiaries. For those consolidated
subsidiaries where Company ownership is less than 100%, the outside
stockholders' interest in each of the Company's accounts is shown as Minority
interests in the consolidated financial statements. The Company follows the
equity method for 20% or more owned affiliates.
Foreign Currency Translation -- The U.S. dollar is the functional currency for
the Company's foreign subsidiaries.
Cash and Cash Equivalents -- Cash equivalents are comprised of certain highly
liquid investments with original maturities of less than three months.
Inventories -- The majority of domestic inventories are valued at the lower of
last-in, first-out (LIFO) cost or market. Remaining inventories are valued at
the lower of first-in, first-out (FIFO) cost or market.
Depreciation -- Depreciation is provided over the estimated useful lives of the
assets, principally using the straight-line method. For tax purposes,
accelerated methods are used.
Earnings Per Share -- Earnings per common share are based on the weighted
average number of shares outstanding. These weighted averages were 1,236.1
million, 1,257.2 million and 1,156.5 million in 1995, 1994 and 1993,
respectively. Common stock equivalents do not have a significant dilutive
effect.
Goodwill and Other Intangibles -- Goodwill of $3.8 billion in 1995 and $4.1
billion in 1994 (net of accumulated amortization) represents the excess of
acquisition costs over the fair value of net assets of businesses purchased and
is amortized on a straight-line basis over periods up to 40 years. Other
acquired intangibles principally include customer relationships of $3.0 billion
in 1995 and $3.1 billion in 1994 (net of accumulated amortization) that arose in
connection with the acquisition of Medco Containment Services, Inc. Other
acquired intangibles are recorded at cost and are amortized on a straight-line
basis over their estimated useful lives ranging from predominantly 28 to 40
years. The Company continually reviews goodwill and other intangibles to assess
recoverability from future operations using undiscounted cash flows. Impairments
would be recognized in operating results if a permanent diminution in value
occurred.
Use of Estimates -- The financial statements are prepared in conformity with
generally accepted accounting principles and, accordingly, include amounts that
are based on management's best estimates and judgments.
Reclassifications -- Certain reclassifications have been made to prior year
amounts to conform with current year presentation.
3. ACQUISITION, DIVESTITURES AND RESTRUCTURINGS
On November 18, 1993, the Company acquired all the outstanding shares of Medco
Containment Services, Inc. for approximately $6.6 billion. Merck-Medco Managed
Care (Medco) principally provides services designed to reduce prescription drug
benefit costs through managed prescription drug programs. The purchase price
consisted of $2.4 billion in cash, 114.0 million common shares with a market
value of $3.8 billion, and 36.1 million options valued at $387.1 million, net of
tax. The acquisition was accounted for by the purchase method and, accordingly,
Medco's results of operations have been included with the Company's since the
acquisition date. The fair value of assets acquired and liabilities assumed
totaled $5.0 billion and $2.4 billion, respectively. The excess of the purchase
price over the fair value of net assets acquired is being amortized on a
straight-line basis over 40 years.
41
Summarized below are unaudited pro forma combined results of operations for
the year ended December 31, 1993 assuming the acquisition occurred at the
beginning of the year:
1993
-------------------------------------------------------------------------
Sales ......................................................... $13,047.1
Net income .................................................... 2,170.9
Earnings per common share ..................................... $ 1.73
=========================================================================
The unaudited pro forma combined results of operations are not necessarily
indicative of the results of operations that would have occurred had the two
companies actually combined during the period presented or of future results of
operations of the combined companies.
In June 1993, the Company sold its Calgon Water Management business for
$307.5 million to English China Clays plc. The gain from the sale is included in
Other (income) expense, net. (See Note 15 for further information.) The Company
completed the sale of its remaining specialty chemical businesses in 1995. In
January, the Company sold its Calgon Vestal Laboratories business for $261.5
million to Bristol-Myers Squibb. In February, the Company sold its Kelco
business to Monsanto for $1.075 billion. These divestitures resulted in pretax
gains of $682.9 million recorded in the first quarter. These specialty chemical
businesses were not significant to the Company's financial position or results
of operations.
In its continued effort to focus on core businesses, in October 1995, the
Company sold Medco Behavioral Care (MBC), a managed mental health-care service
business, to MBC management and Kohlberg Kravis Roberts & Co. for $340.0
million. The sale of this business did not have a significant impact on the
Company's financial position and will not significantly affect ongoing results
of operations.
The Company recorded a pretax restructuring charge of $775.0 million in
1993 in connection with an initiative to streamline and restructure worldwide
operations through staff reductions and consolidation of manufacturing and
distribution facilities.
In the first quarter of 1995, the Company recorded a pretax restructuring
charge of $175.0 million. The restructuring actions involve manufacturing
facility consolidation, rationalization and work-force reduction in Europe and
the United States.
4. STRATEGIC ALLIANCES
In 1989, the Company entered into an agreement with DuPont to form a long-term
research and marketing collaboration. Effective January 1, 1991, the Company
formed a 50%-owned joint venture with DuPont, creating an independent, research-
driven, worldwide pharmaceutical firm. DuPont contributed its entire
pharmaceutical and radiopharmaceutical imaging agents businesses and is
providing administrative services. The Company is providing research and
development expertise, development funds, certain European marketing rights to
several of its prescription medicines, international industry expertise and
cash. In January 1995, the joint venture began co-promotion of Merck's
prescription medicines, Prinivil and Prinzide,in the United States. Joint
venture sales for 1995 were $1.2 billion, consisting primarily of
cardiovascular, radiopharmaceutical and central nervous system products.
In December 1994, the Company agreed to arrangements that, among other
things, eliminated the Company's right to offset the consequences of
disproportionate allocations of the DuPont Merck joint venture income and
expense against the Company's right to receive a disproportionate share of
income arising from its 1989 long-term research and marketing agreement with
DuPont. Accordingly, the Company recorded a $499.6 million provision for an
obligation to the joint venture. This obligation is a function of the favorable
performance of assets contributed by DuPont to the joint venture through
December 31, 1994