UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 20, 2009
Merck & Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
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| 1-3305
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22-1109110 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| One Merck Drive, PO Box 100, Whitehouse Station, NJ
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08889-0100 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code (908) 423-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On January 1, 2009, Merck & Co., Inc. (the “Company”) adopted the provisions of (i) Financial
Accounting Standards Board (“FASB”) Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements — an amendment to ARB No. 51 (“FAS 160”) and (ii) FASB Staff Position EITF
03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities (“FSP EITF 03-6-1”).
Based upon the effective date of the pronouncement, the audited consolidated financial
statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008
(the “Form 10-K”) did not reflect the adoption of FAS 160 and FSP EITF 03-6-1. Accordingly, the
following sections of the Company’s Form 10-K have been updated solely to reflect the retrospective
presentation and computational requirements of FAS 160 and FSP EITF 03-6-1 that were not yet
effective for the financial statements originally filed with the Form 10-K, and are filed herewith
as Exhibit 99.1 and incorporated herein by reference:
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Item 6 — Selected Financial Data |
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Item 7 — Management’s Discussion and Analysis of Financial Condition and Results
of Operations |
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Item 8 — Financial Statements and Supplementary Data |
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Notes to Consolidated Financial Statements |
FAS 160 provides guidance for the accounting, reporting and disclosure of noncontrolling
interests and requires, among other things, that noncontrolling interests be recorded as equity in
the consolidated financial statements. The adoption of this standard resulted in the
reclassification of $2.4 billion previously classified as Minority Interests to Noncontrolling
Interests, a separate component of Equity on the Consolidated Balance Sheet. Additionally, Net
Income Attributable to Noncontrolling Interests is now shown separately from Net Income
Attributable to Merck & Co., Inc. in the Consolidated Statement of Income.
FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating
securities and shall be included in the computation of earnings per share pursuant to the two-class
method. The two-class method is an earnings allocation formula that treats a participating
security as having rights to earnings that would otherwise have been available to common
stockholders. Restricted Stock Units (“RSUs”) granted by the Company to certain management level
employees participate in dividends on the same basis as common shares and are nonforfeitable by the
holder. As a result these RSUs meet the definition of a participating security. The adoption of
this standard was not material to the Company’s results of operations (see Note 16).
Also filed with this Current Report on Form 8-K is the revised Computation of Ratios of
Earnings to Fixed Charges, attached as Exhibit 12.
No attempt has been made to update other information in the Form 10-K except to the extent
expressly provided above.