Merck Announces Initial Steps In Global Restructuring Program

Merck & Co., Inc. (NYSE:MRK) -- Initial Phase of Cost Reduction Program Expected to Yield Cumulative Pretax Savings of $3.5 Billion to $4.0 Billion in 2006-2010 -- Costs Associated with Restructuring Program Expected to be Substantially Complete by 2008 -- Elimination of 7,000 Positions Expected by End of 2008 -- Five of 31 Manufacturing Facilities Expected to be Closed or Sold -- Full-Year 2005 EPS Expected to be $2.47 to $2.51 Excluding Charges, with Reported 2005 EPS of $2.04 to $2.10 -- Full-Year 2006 EPS Expected to be $2.28 to $2.36 Including Approximately $0.07 Impact from Stock Option Expensing but Excluding Restructuring Charges, with Reported 2006 EPS of $1.98 to $2.12

Merck & Co., Inc. (NYSE:MRK) today announced the first phase of aglobal restructuring program designed to reduce the Company's coststructure, increase efficiency, and enhance competitiveness. Theinitial steps will include the implementation of a new supply strategyby the Merck Manufacturing Division (MMD), which is intended to createa leaner, more cost-effective and customer-focused manufacturing modelover the next three years.

"The actions we are announcing today are an important first stepin positioning Merck to meet the challenges the Company faces now andin the future," said Richard T. Clark, chief executive officer andpresident of Merck & Co., Inc. "We are engaged in an ongoing effort toenhance efficiencies throughout the Company and improve the way wediscover, develop, manufacture and market our medicines and vaccinesand ensure that we get them to patients who need them as quickly,safely and efficiently as possible. Going forward, we also plan topursue improved approaches to R&D, and marketing and sales. We lookforward to discussing our initial plans at our Annual BusinessBriefing on December 15."

Merck expects the initial phase of the cost reduction program toyield cumulative pretax savings of $3.5 billion to $4.0 billion from2006 through 2010. A significant portion of the total restructuringsavings through 2010, or approximately $2 billion, will result fromthe implementation of the new MMD supply strategy. These savings inmanufacturing should enable Merck's gross margin beyond 2008 to returnto levels consistent with those seen in the period prior to the lossof U.S. market exclusivity for ZOCOR.

As part of the global restructuring program, the Company expectsto eliminate approximately 7,000 positions in manufacturing and otherdivisions worldwide, representing about 11% of its global work force,by the end of 2008. About half of the position reductions are expectedto occur in the United States, with the remainder in other countries.Merck intends to sell or close five of its 31 manufacturing facilitiesworldwide and to reduce operations at a number of other sites. TheCompany also expects to close one basic research site and twopreclinical development sites. The sites identified for closure areexpected to be closed by the end of 2008, subject to compliance withlegal obligations.

The pretax costs of the restructuring are expected to be $350million to $400 million in 2005 and $800 million to $1 billion in2006. Through the end of 2008, when the initial phase of therestructuring program is substantially complete, the cumulative pretaxcosts of the restructuring activities announced today are expected torange from $1.8 billion to $2.2 billion. Approximately 70% of thecumulative pretax costs are non-cash, relating primarily toaccelerated depreciation for those facilities scheduled for closure.

Merck will implement its new supply strategy by creating a globalfacility network that combines the best of Merck manufacturing withthe manufacturing capabilities of key external suppliers, introducinga new production system based on lean manufacturing principles, anddeveloping a new approach to product commercialization to enableaccelerated delivery of Merck's research pipeline through the launchphase.

As part of the strategy, Merck will reconfigure its manufacturingoperations to create a global network that is better aligned tocurrent and anticipated future product demand. The manufacturingdivision will also drive significant efficiencies, decrease headcount,and reduce or refocus operations throughout the plant network and theentire manufacturing division. These initiatives are designed tocreate a leaner, more efficient global network with plants operatingat optimal capacity. The Company will also enhance its relationshipswith key external suppliers to leverage cost efficiencies whileallowing it to focus internal manufacturing resources on coreactivities that provide competitive advantage for Merck.

Merck is also implementing a global rollout of lean manufacturingprinciples, which are guidelines for reducing the time from customerorder to manufacturing, and streamlining the production system toreduce manufacturing costs, inventory and cycle time significantlythroughout its network. A pilot program now under way at Merck'spharmaceutical manufacturing site in Arecibo, Puerto Rico, isdelivering a 50% reduction in on-site cycle time and on-site inventoryreduction of greater than 30%.

Merck is bringing together units from its manufacturing andresearch organizations to create a new commercialization organizationfocused on accelerating the delivery of its pipeline. Merck willidentify dedicated commercialization facilities that will supportproduction needs from late-phase clinical trials through the launchphase, with a goal of cutting 12 to 15 months from the time it nowtakes to develop new production processes and manufacture launchsupplies. The newly structured group will be part of the manufacturingdivision. This key initiative will support ongoing efforts to reduceclinical trial cycle times.

"Taken together, the initiatives of the Merck supply strategy aredesigned to transform manufacturing at Merck, enhancing shareholdervalue while increasing our ability to rapidly deliver new medicines tothe marketplace," said MMD President, Willie A. Deese.

Merck has decreased its global inventory level by $400 millionrelative to 2003 levels. Further inventory reductions are planned aspart of the new manufacturing strategy.

Merck anticipates capital expenditures of approximately $1.4billion in 2005, a $100 million reduction from the $1.5 billionpreviously disclosed. Capital expenditures for 2006 are estimated tobe $1.3 billion. As Merck continues its initiatives in managingcapital, the total reduction over the 2005 to 2008 period is expectedto be $1.3 billion versus the Company's expectations for long-rangecapital spending at the end of 2004. This reduction in capital is inaddition to the $600 million reduction in spending previouslyannounced. Merck continues on track to generate $1.2 billion inaggregate procurement savings across the Company by 2008.

Merck's 2005 free operating cash flow, after capital expenditures,is expected to be in excess of $5 billion. The Company's 2006 freeoperating cash flow, after capital expenditures, is expected to beapproximately $5 billion, including the one time impact of the taxpayment related to repatriation of funds under the American JobsCreation Act. Excluding the impact of the AJCA-related tax payment,free operating cash flow after capital expenditures in 2006 isexpected to exceed $5 billion.

2005 Guidance

Merck anticipates 2005 earnings per share (EPS) of $2.47 to $2.51,excluding the impact of net tax charges and the restructuring chargesrelated to headcount reductions and site closures. Merck anticipatesreported full-year 2005 EPS of $2.04 to $2.10.

2006 Guidance

Merck anticipates 2006 EPS of $2.28 to $2.36, including theapproximately $0.07 impact of stock option expensing but excluding therestructuring charges related to site closure and positioneliminations. Merck anticipates reported 2006 EPS of $1.98 to $2.12.

Conference Call

The Company will host a conference call to discuss these newinitiatives and the Company's financial guidance. Investors areinvited to a live Web cast of Merck's conference call today at 8:30a.m. EST, by visiting the Newsroom section of the Merck Web site(www.merck.com/newsroom/webcast/). Institutional investors andanalysts can participate in the call by dialing (706) 758-9927.Journalists are invited to listen by calling (706) 758-9928. A replayof the Web cast will be available starting at 1 p.m. EST today through5 p.m. EST on Dec. 2. To listen to the replay, dial (706) 645-9291 or(800) 642-1687 and enter ID # 2756546.

About Merck

Merck & Co., Inc. is a global research-driven pharmaceuticalcompany dedicated to putting patients first. Established in 1891,Merck discovers, develops, manufactures and markets vaccines andmedicines in more than 20 therapeutic categories. The Company devotesextensive efforts to increase access to medicines through far-reachingprograms that not only donate Merck medicines but help deliver them tothe people who need them. Merck also publishes unbiased healthinformation as a not-for-profit service. For more information, visitwww.merck.com.

Forward-Looking Statement

This press release, including the financial information thatfollows, contains "forward-looking statements" as that term is definedin the Private Securities Litigation Reform Act of 1995. Thesestatements are based on management's current expectations and involverisks and uncertainties, which may cause results to differ materiallyfrom those set forth in the statements. The forward-looking statementsmay include statements regarding product development, productpotential or financial performance. No forward-looking statement canbe guaranteed, and actual results may differ materially from thoseprojected. Merck undertakes no obligation to publicly update anyforward-looking statement, whether as a result of new information,future events, or otherwise. Forward-looking statements in this pressrelease should be evaluated together with the many uncertainties thataffect Merck's business, particularly those mentioned in thecautionary statements in Item 1 of Merck's Form 10-K for the yearended Dec. 31, 2004, and in its periodic reports on Form 10-Q and Form8-K, which the Company incorporates by reference.

Merck Financial Guidance for 2005

Worldwide sales will be driven by the Company's major products,including the impact of new studies and indications. Sales forecastsfor those products for 2005 are as follows:
WORLDWIDE
PRODUCT 2005 SALES
------- ----------
ZOCOR (Cholesterol modifying) $4.2 to $4.5 billion
FOSAMAX (Osteoporosis) $3.1 to $3.4 billion
COZAAR/HYZAAR (Hypertension) $2.9 to $3.2 billion
SINGULAIR (Respiratory) $2.9 to $3.2 billion
Other reported products* $5.9 to $6.2 billion

* Other reported products comprise: AGGRASTAT, ARCOXIA, CANCIDAS,
COSOPT, CRIXIVAN, EMEND, INVANZ, MAXALT, PRIMAXIN, PROPECIA,
PROSCAR, STOCRIN, TIMOPTIC/TIMOPTIC XE, TRUSOPT, Vaccines and
VASOTEC/VASERETIC.

-- Under an agreement with AstraZeneca (AZN), Merck receives revenue at predetermined percentages of the U.S. sales of certain products by AZN, most notably NEXIUM. In 2005, Merck anticipates these revenues to be approximately $1.5 to $1.7 billion.

-- The income contribution related to the Merck and Schering-Plough collaboration is expected to be positive in 2005. Equity Income from Affiliates includes the results of the Merck and Schering-Plough collaboration combined with the results of Merck's other joint venture relationships. Equity Income from Affiliates is expected to be approximately $1.5 to $1.7 billion for 2005.

-- Merck continues to expect that manufacturing productivity will offset inflation on product costs.

-- Product gross margin percentage is estimated to be approximately 77 to 78% for the full-year 2005. This guidance excludes the portion of the restructuring costs (detailed below) that will be included in product costs and will affect reported PGM in 2005.

-- Research and Development expense (which excludes joint ventures) is estimated to decline at a low-to-mid single-digit percentage rate versus the full-year 2004 level. The full-year 2004 level referred to includes acquired R&D expenses in that year.

-- Marketing and Administrative expense is anticipated to increase at a mid single-digit percentage growth rate over the full-year 2004 level. The full-year 2004 level excludes the costs related to the withdrawal of VIOXX and the charge taken in the fourth quarter related solely to future legal defense costs of VIOXX litigation. The full-year 2004 and full-year 2005 exclude the costs associated with position eliminations in 2004 and 2005 as well as other restructuring costs pursuant to the Company's streamlining of its business processes.

-- As part of the Company's restructuring of its operations, additional costs related to site closings, position eliminations and related costs will be incurred in 2005. The aggregate 2005 pretax expense related to these activities is estimated to be $350 million to $ 400 million.

-- The consolidated 2005 tax rate is estimated to be approximately 27.5 to 28.5% (excluding the net tax charges). This guidance does not reflect the tax rate impact of restructuring costs. The effective tax rate to be applied to the Company's restructuring costs is at a higher level than the underlying effective tax rate guidance.

-- Merck plans to continue its stock buyback program in 2005. As of Oct. 31, $7.7 billion remains under the current buyback authorizations approved by Merck's Board of Directors.

Given these guidance elements, Merck anticipates full-year 2005EPS of $2.47 to $2.51, excluding the impact of net tax charges and theimpact of the restructuring charges related to headcount reductionsand site closures. Merck anticipates reported full-year 2005 EPS of$2.04 to $2.10.

This guidance does not reflect the establishment of any reservesfor any potential liability relating to the VIOXX litigation.

Merck Financial Guidance for 2006

Worldwide sales will be driven by the Company's major products,including the impact of new studies and indications. Sales forecastsfor those products for 2006 are as follows:
WORLDWIDE
PRODUCT 2006 SALES
------- ----------
ZOCOR (Cholesterol modifying) $2.3 to $2.6 billion
FOSAMAX (Osteoporosis) $2.8 to $3.1 billion
COZAAR/HYZAAR (Hypertension) $2.9 to $3.2 billion
SINGULAIR (Respiratory) $3.3 to $3.6 billion
Other reported products* $6.3 to $6.6 billion

* Other reported products comprise: AGGRASTAT, ARCOXIA, CANCIDAS,
COSOPT, CRIXIVAN, EMEND, INVANZ, MAXALT, PRIMAXIN, PROPECIA,
PROSCAR, STOCRIN, TIMOPTIC/TIMOPTIC XE, TRUSOPT, Vaccines and
VASOTEC/VASERETIC.

-- Under an agreement with AstraZeneca (AZN), Merck receives revenue at predetermined percentages of the U.S. sales of certain products by AZN, most notably NEXIUM. In 2006, Merck anticipates these revenues to be approximately $1.5 to $1.7 billion.

-- The income contribution related to the Merck and Schering-Plough collaboration is expected to be positive in 2006. Equity Income from Affiliates includes the results of the Merck and Schering-Plough collaboration combined with the results of Merck's other joint venture relationships. Equity Income from Affiliates is expected to be approximately $2.0 to $2.3 billion for 2006.

-- Product gross margin percentage is estimated to be approximately 75 to 77% for the full-year 2006. This guidance excludes the portion of the restructuring costs (detailed below) that will be included in product costs and will affect reported PGM in 2006.

-- Research and Development expense (which excludes joint ventures) is estimated to continue at the same level as the full-year 2005 expense. Research and development expense in 2006 does not include the impact of stock option expense (detailed below).

-- Marketing and Administrative expense is anticipated to increase at a low single-digit percentage growth rate over the full-year 2005 level. The full-year 2005 and 2006 levels exclude the costs associated with position eliminations in 2005 as well as other restructuring costs pursuant to the Company's streamlining of its business processes. The 2006 amount also does not include the impact of stock option expense.

-- The impact of stock option expense is expected to be approximately $220 million, or approximately $0.07 per share.

-- As part of the Company's restructuring of its operations, additional costs related to site closings, position eliminations and related costs will be incurred in 2006. The aggregate 2006 pretax expense related to these activities is estimated to be $800 million to $1.0 billion.

-- The consolidated 2006 tax rate is estimated to be approximately 24 to 26%. This guidance does not reflect the tax rate impact of restructuring costs. The effective tax rate to be applied to the Company's restructuring costs is at a higher level than the underlying effective tax rate guidance.

-- Merck plans to continue its stock buyback program in 2006. As of Oct. 31, $7.7 billion remains under the current buyback authorizations approved by Merck's Board of Directors.

Given these guidance elements, Merck anticipates full-year 2006EPS of $2.28 to $2.36, including the estimated $0.07 impact related tostock option expense, but excluding the impact of the restructuringcharges related to site closures and position eliminations. Merckanticipates reported full-year 2006 EPS of $1.98 to $2.12.

This guidance does not reflect the establishment of any reservesfor any potential liability relating to the VIOXX litigation.