A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
1. | The plan is subject to ERISA therefore the Plan is filing Plan financial statements and schedules prepared in accordance with financial reporting requirements of ERISA. | |
2. | A written consent of the accountant. |
Page(s) | ||||
1 | ||||
Financial Statements |
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2 | ||||
3 | ||||
4-8 | ||||
Supplemental Schedule* |
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9 |
* | Note: Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. | |||||||
EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP |
PricewaterhouseCoopers LLP | ||
10 Tenth Street, Northwest | ||
Suite 1400 | ||
Atlanta, GA 30309-3851 | ||
Telephone (678) 419 1000 | ||
Facsimile (678) 419 1239 | ||
www.pwc.com |
1
(in thousands of dollars) | 2007 | 2006 | ||||||
Assets |
||||||||
Investments at fair value (Note 3) |
||||||||
Common stocks |
$ | 23,163 | $ | 19,621 | ||||
Common/collective trust funds |
12,237 | 11,654 | ||||||
Mutual funds |
105,300 | 89,059 | ||||||
Loans to participants |
2,357 | 2,342 | ||||||
Total investments |
143,057 | 122,676 | ||||||
Receivables |
||||||||
Participant contributions |
260 | 326 | ||||||
Employer contribution |
106 | 158 | ||||||
Accrued income |
184 | 1,711 | ||||||
Unsettled investment sales |
37 | 103 | ||||||
Total receivables |
587 | 2,298 | ||||||
Total assets |
143,644 | 124,974 | ||||||
Liabilities |
||||||||
Payables |
||||||||
Unsettled investment purchases |
4 | 83 | ||||||
Total liabilities |
4 | 83 | ||||||
Net assets available for benefits, at fair value |
143,640 | 124,891 | ||||||
Adjustment from fair value to contract value for indirect |
||||||||
interest in benefit-responsive investment contracts |
35 | 158 | ||||||
Net assets available for benefits |
$ | 143,675 | $ | 125,049 | ||||
2
(in thousands of dollars) | ||||
Additions to net assets attributed to |
||||
Interest and dividend income |
$ | 942 | ||
Net appreciation in fair value of investments (Note 3) |
12,429 | |||
Contributions |
||||
Participants |
10,728 | |||
Employer |
4,705 | |||
Rollovers from other plans |
888 | |||
Total contributions |
16,321 | |||
Total additions |
29,692 | |||
Deductions from net assets attributed to |
11,050 | |||
Benefits paid to participants |
16 | |||
Administrative expenses |
11,066 | |||
Total deductions |
18,626 | |||
Net increase |
||||
Net assets available for benefits |
||||
Beginning of year |
125,049 | |||
End of year |
143,675 | |||
3
1. | Description of the Plan | |
The following description of the Merial 401(k) Savings Plan (the Plan) is provided for general information purposes. Participants of the Plan should refer to the Plan document for a more complete description of the Plans provisions. | ||
General The Plan is a defined contribution plan, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan covers all full-time and part-time employees of Merial Limited and Merial Select (the Company), who have enrolled as participants. The Plan was originally adopted effective January 1, 1989. |
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Eligibility An employee is eligible to participate in the Plan as soon as administratively feasible, following the date on which he or she performs his or her first hour of service with the employer and executes a salary reduction agreement. Employees who are part of a collective bargaining agreement or are not United States citizens are not eligible to participate in the Plan. |
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Participant Contributions Under the provision of the Plan, allowable contributions are outlined as follows: |
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Salary Reduction Agreement: Participants may elect to enter a salary reduction agreement of up to 50% of the participants compensation. These amounts are credited to the participants account as pre-tax contributions. The maximum amount of compensation that a participant may elect to defer for the year ended December 31, 2007 was $15,500. | ||
Voluntary Contributions: In addition to pre-tax contributions made through the salary reduction agreement, a participant may make voluntary non-deductible contributions to their account in an amount up to 50% of their compensation; provided, however, that the total percentage of voluntary contributions and salary reduction contributions do not exceed 50% of the participants compensation for each payroll period within a plan year. | ||
Catch up Contributions: Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. The maximum catch-up contribution available to participants for 2007 was $5,000. | ||
Employer Contributions The employer makes matching contributions to the participants account equal to 100% of the participants salary reduction contributions and voluntary contributions up to 3% of the participants compensation and 50% of a participants salary reduction contributions between 4% and 6% of the participants compensation. |
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Participant Accounts Each participants account is credited with the participants contribution and allocations of (a) the Companys contribution and (b) Plan investment earnings or losses. Each investment charges an expense fee for each transaction. Some of the investment vehicles (Fidelity Advisor Diversified International, PIMCO Total Return Fund, and Allianz NFJ Small Cap Value Fund) charge a redemption fee if investments are sold during a period of time following purchase (seven to 60 days). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. |
4
Vesting Participants are vested immediately in their contributions and employer contributions plus actual earnings thereon. |
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Investments The trustee of the Plan is Wells Fargo Bank Minnesota, N.A. (hereafter referred to as Trustee). It is the duty of the Trustee to acquire and dispose of the Plans assets and to perform such other services as the Trustee shall deem necessary or desirable in connection with the management of the Plans investment holdings. |
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Withdrawals Participants may elect to withdraw any portion of their employee contribution accounts, employer match account, or rollover account for any reason after attainment of age 591/2. Participants under the age of 591/2 that have a specified financial hardship may withdraw all or any portion of their salary reduction contributions. |
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Participant Loans Participants have the ability to borrow against their vested account balance in the Plan. Participants may borrow 50% of their vested account balance, up to $50,000 in any twelve-month period. The loans are collateralized by the balance in the participants account and bear interest at rates that range from 4.75% to 9.50%, which are commensurate with local prevailing rates charged by lenders for similar loans. |
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Each loan is collateralized by the assignment of the borrowers entire right, title and interest in his/her participant account. Loans may be repaid over one to five years or thirty years, based on the type of loans, as defined, and the entire unpaid principal balance of the loan is due either upon the participants termination or a default in payment of either principal or interest. Repayment of a loan shall be made through payroll deduction at least quarterly. | ||
Payment of Benefits When a participant terminates service with the Company or reaches his or her normal retirement date, the balance of the account is payable to the participant. For participants with account balances in excess of $5,000, an election is available to defer the distribution until the participants normal retirement date. The normal retirement date is the date the participant reaches age 65. Participants may elect to receive the distribution as either a lump sum payment in cash or annual installment payments in cash over a period not to exceed ten years. |
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2. | Summary of Significant Accounting Policies | |
Basis of Accounting The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
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Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes, herein, and disclosures of contingent assets and liabilities. Actual results may differ from these estimates. |
5
Investment Valuation Common stocks are valued on the basis of the closing price per share on December 31, 2007 and 2006 as reported on the New York Stock Exchange or, if no sales were made on that date, at the closing price on the next preceding day on which sales were made. Investments in mutual funds and common/collective trust funds are valued at the last reported net asset value on each valuation date. Loans to participants are carried at their outstanding balance, which approximates fair value. |
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As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. | ||
Investment Transactions and Income Investment transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest is recognized on an accrual basis. The net appreciation or depreciation in market value of investments consists of realized gains and losses and changes in unrealized appreciation or depreciation of these investments during the year. Realized gains and losses on investments are determined on the basis of average cost. Unrealized gains or losses on investments are based on changes in the market values or fair values of such investments. |
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Payment of Benefits Distributions to participants are recorded when payment is made. In-service withdrawals will generally be made in cash. Participants have the option of requesting any portion of an in-service withdrawal that is invested in Merck and Company, Inc. (Merck) or Sanofi-Aventis ADRs in shares rather than cash (in kind distribution). In-kind distributions are recorded based on the market value of the shares at the date of distribution. |
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Cash and Cash Equivalents The Plan considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. |
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Administrative Expenses Administrative expenses may be paid by the Company. During 2007, expenses were paid by the Company with the exception of loan application and annual maintenance fees, which are paid directly out of the Plans funds and charged to the participants accounts. The loan application and annual loan maintenance fees are paid by specific participants with outstanding loans. Administrative expenses for 2007 were $16,260. |
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Effects of New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 157 (SFAS No. 157), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 |
6
clarifies that fair value is the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date. SFAS No. 157 is required to be applied whenever another financial accounting standard requires or permits an asset or liability to be measured at fair value. SFAS No. 157 does not expand the use of fair value to any new circumstances. The Plan will adopt SFAS No. 157 effective January 1, 2008 and does not anticipate that the adoption of this standard will be material to the financial statements. | ||
3. | Investments | |
Investments, at fair value are as follows: |
(in thousands of dollars) | 2007 | 2006 | ||||||
Common Stocks |
||||||||
Merck and Company, Inc. |
$ | 21,462 | * | $ | 17,586 | * | ||
Sanofi-Aventis ADR** |
1,701 | 2,035 | ||||||
Total Common Stocks |
23,163 | 19,621 | ||||||
Common/Collective Trust Funds |
||||||||
Wells Fargo Collective Stable Return Funds |
11,626 | 11,098 | * | |||||
Wells Fargo Short Term Investment Fund N |
| 556 | ||||||
Wells Fargo Advantage Cash Investment Fund |
611 | | ||||||
Total Common/Collective Trust Funds |
12,237 | 11,654 | ||||||
Mutual Funds |
||||||||
Allianze Small Cap Value Fund |
18,279 | * | 15,417 | * | ||||
Fidelity Investment Diversified International Fund |
17,064 | * | 13,111 | * | ||||
AIM Basic Value Fund |
12,433 | * | 12,857 | * | ||||
Wells Fargo Advantage Large Company Growth Fund |
12,137 | * | 11,574 | * | ||||
Artisan Mid Cap Fund |
10,884 | 7,754 | * | |||||
Lord Abbett Mid Cap Value |
7,886 | * | 6,448 | |||||
Pimco Total Return Fund |
5,853 | 5,209 | ||||||
Wells Fargo Advantage Aggressive Allocation Fund |
5,172 | 4,298 | ||||||
Wells Fargo Advantage Growth Balanced Fund |
5,188 | 4,118 | ||||||
Wells Fargo Advantage Index Fund |
4,464 | 3,021 | ||||||
Wells Fargo Advantage Moderate Balance Fund |
2,453 | 1,973 | ||||||
Wells Fargo Advantage Conservative Fund |
2,052 | 1,642 | ||||||
Neuberger Berman Fasciano |
1,435 | 1,637 | ||||||
Total Mutual Funds |
105,300 | 89,059 | ||||||
Loans to participants |
2,357 | 2,342 | ||||||
Total investments |
$ | 143,057 | $ | 122,676 | ||||
* | These investments represent 5% or more of the Plans net assets as of the end of the plan year. | |
** | ADR American Depository Receipts |
7
During the year ended December 31, 2007, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $12,429 as follows: |
(in thousands of dollars) | ||||
Type of Investments
|
||||
Common stocks |
$ | 5,559 | ||
Common/collective trust fund |
494 | |||
Mutual funds |
6,353 | |||
Other security changes |
23 | |||
$ | 12,429 | |||
4. | Plan Termination | |
Although it has not expressed any intent to do so, the Company reserves the right under the Plan to terminate the Plan, in whole or in part, at any time subject to the provisions of ERISA. In the event of Plan termination, assets of the Plan would be distributed in accordance with the Plan agreement. | ||
5. | Parties-In-Interest | |
The Company is jointly (50/50) owned by Merck and Sanofi-Aventis (collectively the Parents). The Plan allows for investment in shares of the Parents. | ||
At December 31, 2007, the Plan held investments of $21,461,824 or 369,331 shares of Merck common stock. | ||
During 2004, Aventis was purchased by a competitor, Sanofi Synthelabo, forming a new company known as Sanofi-Aventis. As part of the purchase, Sanofi Synthelabo tendered an offer to Aventis ADR (American Depository Receipts) Plan participants to purchase their stock in exchange for Sanofi Synthelabo stock and cash. The Aventis ADR Fund was frozen upon the sale of Aventis. | ||
At December 31, 2007, the Plan held investments of $1,700,864 or 37,357 shares of Sanofi-Aventis ADRs. | ||
6. | Tax Status | |
The Plan obtained its latest determination letter on September 7, 2001, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. The Plan has been amended since its latest determination letter. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, the Plan administrator believes that the Plan was qualified and the related trust was tax exempt as of the financial statement date. | ||
7. | Risks and Uncertainties | |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and amounts reported in the statement of net assets available for benefits. |
8
(b) Identity of issue | (c) Description of investments, including | |||||||||
borrower, lessor, or | maturity date, rate of interest, | (e) Current | ||||||||
(a) | similar party | collateral, par or maturity value | (d) Cost ** | value | ||||||
*
|
Merck and Company, Inc. (589331107) | Common Stock, 369,331 shares | $ | 21,462 | ||||||
*
|
Sanofi-Aventis(80105N105) | 37,357 American depository receipts | 1,701 | |||||||
Total Common Stock | 23,163 | |||||||||
*
|
Wells Fargo Collective Stable Ret Fund (PF9966003) | Common Collective Fund, 281,144 units *** | 11,661 | |||||||
*
|
Wells Fargo Advantage Cash Inv Fund (VP7000046) | Common Collective Fund, 611,466 units | 611 | |||||||
Total Common Collective Trust Fund | 12,272 | |||||||||
Allianz Small Cap Value Fund (018918706) | Mutual Fund, 617,549 units | 18,279 | ||||||||
Fidelity Investments Diversified Intl Fund (315920736) | Mutual Fund, 781,692 units | 17,064 | ||||||||
AIM Basic Value Fund (00141M747) | Mutual Fund, 394,710 units | 12,433 | ||||||||
*
|
Wells Fargo Advtg Lg Co Grwth Fund (94975G561) | Mutual Fund, 224,641 units | 12,137 | |||||||
Artisan Mid Cap Fund (04314H303) | Mutual Fund, 351,787 units | 10,884 | ||||||||
Lord Abbett Mid Cap Value Fund (543919104) | Mutual Fund, 424,690 units | 7,886 | ||||||||
Pimco Total Return Fund (693390726) | Mutual Fund, 547,501 units | 5,853 | ||||||||
Wells Fargo Advtg Aggr Alloc Fund (94975G413) | Mutual Fund, 351,830 units | 5,172 | ||||||||
*
|
Wells Fargo Advtg Growth Bal Fund (94975G363) | Mutual Fund, 182,666 units | 5,188 | |||||||
*
|
Wells Fargo Index Fund (94975G686) | Mutual Fund, 80,014 units | 4,464 | |||||||
*
|
Wells Fargo Advtg Mod Bal Fund (94975H106) | Mutual Fund, 119,655 units | 2,453 | |||||||
*
|
Wells Fargo Advtg Conserv Alloc Fund (94975H767) | Mutual Fund, 107,108 units | 2,052 | |||||||
Neuberger Berman Fascino Fund (641224852) | Mutual Fund, 37,265 units | 1,435 | ||||||||
Total Mutual Fund | 105,300 | |||||||||
*
|
Participants loans | Loans to participants at interest rates, | ||||||||
ranging from 4.75% to 9.50% with | ||||||||||
maturities through 2037 | 2,357 | |||||||||
$ | 143,092 | |||||||||
* | Denotes party-in-interest to the Plan. | |
** | Cost information not required for participant-directed accounts under an individual account plan. | |
*** | Presented at contract value. |
9
Merial 401(k) Savings Plan |
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Date: June 26, 2008 | ||||
Jean Mauldin | ||||
Chief Financial Officer | ||||