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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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. |
December 31, | ||||||||
2005 | 2004 | |||||||
Assets |
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Investments at market value |
$ | 31,719,738 | $ | 28,084,714 | ||||
Participant loans at cost |
1,798,612 | 1,938,996 | ||||||
Total investments |
33,518,350 | 30,023,710 | ||||||
Receivables |
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Employer contribution |
27,521 | 49,208 | ||||||
Participant contributions |
90,975 | 165,092 | ||||||
Accrued interest and dividends |
185,805 | 199,978 | ||||||
Total receivables |
304,301 | 414,278 | ||||||
Net assets available for benefits |
$ | 33,822,651 | $ | 30,437,988 | ||||
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Year Ended | ||||
December 31, | ||||
2005 | ||||
Additions to net assets attributed to |
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Investment gain |
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Net appreciation in market value of investments |
$ | 495,273 | ||
Dividends and interest |
1,331,739 | |||
Net investment gain |
1,827,012 | |||
Contributions to the Plan |
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By participants |
4,687,518 | |||
By employer |
1,334,949 | |||
Total contributions |
6,022,467 | |||
Transfers in |
27,836 | |||
Total additions |
7,877,315 | |||
Deductions from net assets attributed to |
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Benefits paid to participants |
(4,480,822 | ) | ||
Transfers out |
(11,830 | ) | ||
Total deductions |
(4,492,652 | ) | ||
Net increase |
3,384,663 | |||
Net assets available for benefits |
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Beginning of year |
30,437,988 | |||
End of year |
$ | 33,822,651 | ||
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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. | ||
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. During 2004 the Companies matching contributions were invested entirely in Merck Common Stock (non-participant directed) and could not be reallocated into any other investment option. Since January 2005, all participants have had the option to invest all Company matching contributions in any of the available fund options (participant directed), except the Medco Stock Fund. Effective September 1, 2005, the Medco Stock Fund was eliminated from the plan. | ||
Participants direct the investment of their contributions into any mutual fund investment option as well as the Merck Common Stock Fund (participant directed). During 2005, the Plan offered 19 investment options: 18 mutual funds and the Merck Common Stock Fund. | ||
Participant Accounts | ||
Each participant account is credited with the participants contribution, the Companies matching contribution, and 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. |
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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. The minimum loan is $500 and the maximum loan is the lesser of $50,000 less the highest outstanding loan balance during the one year period prior to the new loan application date, or 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are adequate. Actual results could differ from those estimates. | ||
Investment Valuation and Income Recognition | ||
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. | ||
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. 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 Other Plans | ||
Companies employees or retirees may elect to transfer their savings to other plans qualified by the Puerto Rico Department of Treasury (the PRTD) or by the U.S. Internal Revenue Service (the IRS). | ||
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 the amounts reported in the statement of net assets available for benefits. | ||
3. | Investments | |
The following presents investments that represent 5% or more of the Plans net assets as of year-end. |
2005 | 2004 | ||||||||
Merck Common Stock Fund |
$ | 15,974,013 | $ | 17,251,318 | * | ||||
Fidelity
Retirement Money Market Fund |
2,884,487 | 935,331 | |||||||
T. Rowe
Price Blue Chip Growth Fund |
2,434,726 | 1,198,097 | |||||||
Columbia
Acorn Fund, Class Z |
2,099,540 | 728,442 | |||||||
Fidelity
Low-Priced Stock Fund |
1,727,269 | 1,287,779 | |||||||
Medco Stock Fund |
| 1,928,051 | |||||||
$ | 25,120,035 | $ | 23,329,018 | ||||||
* | Includes non-participant directed portion |
During 2005, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $495,273 as follows: |
2005 | ||||
Mutual Funds |
$ | 534,712 | ||
Merck Common Stock Fund |
(372,763 | ) | ||
Medco Stock Fund |
333,324 | |||
$ | 495,273 | |||
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4. | Non-Participant Directed Investments | |
Beginning January 1, 2005 participants were no longer required to invest any portion of Company-matching contributions in the Merck Common Stock Fund. Additionally, any existing balances could be moved into any of the available fund options. As such, all investments in 2005 were participant-directed. Information about the net assets for the Merck Common Stock Fund at December 31, 2004 is as follows: |
December 31, 2004 | ||||
Net assets - |
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Merck Common Stock |
$ | 6,787,749 | ||
5. | 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. As of December 31, 2005, the total market value of investments in the mutual funds managed by Fidelity was $6,307,715. | ||
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. As of December 31, 2005, the total market value of investments in the Merck Common Stock Fund was $15,974,013. | ||
6. | 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. | ||
7. | 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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8. | Other Matters | |
Transfers in during 2005 of $27,836 consist of transfers between the Plan and the Merck & Co., Inc. Employee Savings and Security Plan for employees who changed their status during the year. | ||
Transfers out consist of transfers of $11,830 for employees who transferred out to the Merck & Co., Inc. Employee Savings and Security Plan. | ||
As a result of the Medco Health Solutions spin-off in 2003, the Plans participants who were invested in the Merck Common Stock Fund on the distribution date received a pro rata distribution of 0.1206 unit of the Medco Stock Fund for each unit of the Merck Stock Fund. The Medco Stock Fund expired during 2005. Participants had the option to transfer investments out of the Medco Stock Fund at any time prior to the expiration date. Any remaining balances in this Fund were transferred automatically to a money market fund. |
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Identity of Issue, Borrower, | Share | Current | ||||||||||
Lessor or Similar Party | Description of Investment | Balance | Cost | Value | ||||||||
* Merck & Co. Inc. | Merck Common Stock Fund |
768,819.140 | ** | $ | 15,974,013 | |||||||
* Fidelity Investment Co. | Fidelity Retirement Money Market Fund |
2,884,486.810 | *** | 2,884,487 | ||||||||
Fidelity Low-Priced Stock Fund |
42,293.550 | *** | 1,727,269 | |||||||||
Fidelity Diversifed International Fund |
30,457.601 | *** | 991,090 | |||||||||
Fidelity Freedom 2005 Fund |
2,698.424 | *** | 30,006 | |||||||||
Fidelity Freedom 2010 Fund |
1,848.071 | *** | 25,965 | |||||||||
Fidelity Freedom 2015 Fund |
20,170.615 | *** | 232,971 | |||||||||
Fidelity Freedom 2020 Fund |
8,430.517 | *** | 124,013 | |||||||||
Fidelity Freedom 2025 Fund |
10,865.185 | *** | 129,950 | |||||||||
Fidelity Freedom 2030 Fund |
5,088.282 | *** | 76,426 | |||||||||
Fidelity Freedom 2035 Fund |
2,281.548 | *** | 27,903 | |||||||||
Fidelity Freedom 2040 Fund |
6,527.179 | *** | 57,635 | |||||||||
T. Rowe Price Associates, Inc. | T. Rowe Price Blue Chip Growth Fund |
74,502.034 | *** | 2,434,726 | ||||||||
The Capital Group Companies | American Funds EuroPacific Growth Fund, Class A |
33,341.372 | *** | 1,370,330 | ||||||||
Columbia Wanger Asset Management, LP | Columbia Acorn Fund, Class Z |
74,531.070 | *** | 2,099,540 | ||||||||
Grantham, Mayo, Van Otterloo & Co., LLC | GMO US Core Equity Fund Class III |
56,385.939 | *** | 794,478 | ||||||||
Pacific Investment Management Company | PIMCO Total Return Fund -
Institutional Class |
72,645.379 | *** | 762,776 | ||||||||
AXA Rosenberg Investment Management LLC |
AXA Rosenberg U.S. Small Capitalization Fund |
87,165.741 | *** | 953,593 | ||||||||
SSGA Funds Management, Inc. | SSGA Flagship 500 Index Fund Series A |
4,394.191 | *** | 1,022,567 | ||||||||
* Participant Loans | Interest rates ranging from 5% to 10.5% and with
maturities through 2033 |
1,798,612 | ||||||||||
Total |
$ | 33,518,350 | ||||||||||
* | Denotes a party-in-interest to the Plan | |
** | Historical cost is not available from the Trustee | |
*** | Cost is not required for participant directed investment |
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Merck & Co., Inc., as plan administrator |
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By: | /s/Caroline Dorsa | |||
Caroline Dorsa | ||||
Vice President and Treasurer | ||||
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