Obligation Merck & Co 2.25% ( US58933YAB11 ) en USD

Merck & Co

100 % ▲

Etas-Unis

US58933YAB11 ( en USD )

2.25% par an ( paiement semestriel )

15/01/2016 - Obligation échue

Prospectus brochure de l'obligation Merck & Co US58933YAB11 en USD 2.25%, échue

2 000 USD

850 000 000 USD

58933YAB1

AA ( Haute qualité )

A1 ( Qualité moyenne supérieure )

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YAB11, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2016

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YAB11, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YAB11, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-163858
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities Offered
Offering Price

Fee(1)
2.250% Notes due 2016
$ 850,000,000

$ 60,605
3.875% Notes due 2021
$1,150,000,000

$ 81,995

Total
$2,000,000,000

$142,600

(1)
The filing fee of $142,600 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Prospectus Supplement
(To Prospectus dated December 18, 2009)
$2,000,000,000

Merck & Co., Inc.
$850,000,000 2.250% Notes due 2016
$1,150,000,000 3.875% Notes due 2021

We are offering $850,000,000 aggregate principal amount of our 2.250% Notes due 2016 (the "2016 notes") and $1,150,000,000 aggregate principal amount of our
3.875% Notes due 2021 (the "2021 notes"). We refer to the 2016 notes and the 2021 notes collectively as the "notes."
Interest on the notes is payable on January 15 and July 15 of each year, beginning on July 15, 2011. The 2016 notes will mature on January 15, 2016 and the 2021
notes will mature on January 15, 2021. We may redeem some or all of the notes of either series at any time at the applicable redemption price set forth in the prospectus
supplement under the caption "Description of the Notes--Optional Redemption."

Investing in the notes involves risks. See "Risk Factors" beginning on page S-2 of this prospectus supplement and in those
documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Proceeds, Before

Public Offering Price

Underwriting Discount

Expenses, to Us
Per 2016 note

99.759%
0.350%

99.409%
Total

$847,951,500
$2,975,000
$844,976,500
Per 2021 note

99.698%
0.450%

99.248%
Total

$1,146,527,000
$5,175,000

$1,141,352,000
Interest on the notes will accrue from December 10, 2010. The notes will not be listed on any securities exchange. Currently, there are no public markets for the
notes.
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We expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The Depository Trust Company and its participants,
including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., on or about December 10, 2010.

Joint Book-Running Managers

BofA Merrill Lynch
J.P. Morgan
Citi
Co-Managers

BNP PARIBAS

Credit Suisse
Goldman, Sachs & Co.
Morgan Stanley

HSBC

RBS
The Williams Capital Group, L.P.
December 7, 2010
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We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained or incorporated by
reference in this prospectus supplement, any related free writing prospectus prepared by us or the accompanying prospectus. We take no responsibility for, and
can provide no assurance as to the reliability of any other information that others may give you. If the information varies between this prospectus supplement and
the accompanying prospectus, the information in this prospectus supplement supersedes the information in the accompanying prospectus. We are not making an
offer of these securities in any jurisdiction where the offer or sale is not permitted. Neither the delivery of this prospectus supplement, any related free writing
prospectus or the accompanying prospectus, nor any sale made hereunder and thereunder, shall under any circumstances create any implication that there has
been no change in our affairs since the date of this prospectus supplement, any related free writing prospectus or the accompanying prospectus, regardless of the
time of delivery of such document or any sale of the securities offered hereby or thereby, or that the information contained or incorporated by reference herein or
therein is correct as of any time subsequent to the date of such information. Generally, references to the "prospectus" in this prospectus supplement and the
accompanying prospectus mean both this prospectus supplement and the accompanying prospectus combined.
TABLE OF CONTENTS
Prospectus Supplement

Merck

S-1

United States Federal Income Tax Considerations

S-13
Risk Factors

S-2
Underwriting

S-18
Forward-Looking Statements

S-3
Incorporation of Certain Documents by Reference

S-20
Capitalization

S-5
Legal Matters

S-20
Ratio of Earnings to Fixed Charges

S-6
Experts

S-21
Description of the Notes

S-7

Prospectus

About This Prospectus

1

Legal Ownership and Book-Entry Issuance

15
Merck

2
Plan of Distribution

18
Risk Factors

2
Validity of Debt Securities

19
Forward-Looking Statements

2
Experts

19
Ratios of Earnings to Fixed Charges

3
Where You Can Find More Information

20
Use of Proceeds

3
Incorporation of Certain Documents by Reference

21
Description of Debt Securities We May Offer

4

S-i
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MERCK
We are a global health care company that delivers innovative health solutions through our medicines, vaccines, biologic therapies, and consumer and animal
products, which we market directly and through our joint ventures. Our operations are principally managed on a products basis and are comprised of one reportable
segment, which is the pharmaceutical segment. The pharmaceutical segment includes human health pharmaceutical and vaccine products marketed either directly by us or
through joint ventures. Human health pharmaceutical products consist of therapeutic and preventive agents, sold by prescription, for the treatment of human disorders. We
sell these human health pharmaceutical products primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as
health maintenance organizations, pharmacy benefit managers and other institutions. Vaccine products consist of preventative pediatric, adolescent and adult vaccines,
primarily administered at physician offices. We sell these human health vaccines primarily to physicians, wholesalers, physician distributors and government entities. We
also have animal health operations that discover, develop, manufacture and market animal health products, including vaccines. Additionally, we have consumer health care
operations that develop, manufacture and market over-the-counter, foot care and sun care products, which are sold through wholesale and retail drug, food chain and mass
merchandiser outlets in the United States and Canada.
Our address is One Merck Drive, Whitehouse Station, New Jersey 08889-0100, and our telephone number is (908) 423-1000. Our web site is located at
www.merck.com. Information on our web site is not incorporated into this prospectus supplement or the accompanying prospectus by reference and should not be
considered a part of this prospectus supplement or the accompanying prospectus.

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RISK FACTORS
Before acquiring any of the notes, you should carefully consider the following risk factors and the risk factors and assumptions related to our business identified or
described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and any subsequent Current Report on Form 8-K incorporated by
reference herein, and all other information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus. The occurrence of
any one or more of the foregoing or following risks could materially adversely affect your investment in the notes or our business and operating results.
The notes are obligations exclusively of Merck and not of our subsidiaries, and payment to holders of the notes will be structurally subordinated to the
liabilities of our subsidiaries.
The notes are not guaranteed by any of our subsidiaries and therefore the notes will be structurally subordinated to all existing and future secured and unsecured
indebtedness and other liabilities of our subsidiaries. The indebtedness of our subsidiaries totaled $8.7 billion as of September 30, 2010. In addition, as of September 30,
2010, certain of our subsidiaries also guaranteed $7.8 billion of our existing indebtedness ($0.7 billion of which matured on October 1, 2010). Our obligations under the
notes will be structurally subordinated to guarantees by our subsidiaries of our indebtedness. We also guarantee indebtedness of our subsidiary Merck Sharp & Dohme
Corp. ("Old Merck"), including $8.5 billion aggregate principal amount of its outstanding debt securities. Therefore the notes will be structurally subordinated to Old
Merck's obligations with respect to those debt securities, and our guarantee of those debt securities will rank pari passu with the notes. The terms of the notes and the
indenture do not preclude our subsidiaries from incurring debt or other liabilities or providing guarantees that will be structurally senior to the notes.
The notes are our unsecured obligations and will be effectively junior to secured indebtedness that we may issue.
The notes will be unsecured obligations. Holders of any secured debt that we may issue may foreclose on the assets securing such debt, reducing the cash flow from
the foreclosed property available for payment of unsecured debt, including the notes. Holders of our secured debt also would have priority over unsecured creditors in the
event of our bankruptcy, liquidation or similar proceeding. In the event of our bankruptcy, liquidation or similar proceeding, holders of our secured debt would be entitled
to proceed against their collateral, and the assets securing that collateral may not be available for payment of unsecured debt, including the notes. As a result, the notes will
be effectively junior to any secured debt that we may issue, to the extent of the value of the assets securing such debt.
Active trading markets for the notes may not develop, which could limit their market prices or your ability to sell them.
The notes are new issues of debt securities for which there currently are no trading markets. As a result, we cannot provide any assurance that any markets will
develop for the notes or that you will be able to sell your notes. We have no plans to list the notes on any securities exchange. If any of the notes are traded after their initial
issuance, they may trade at discounts from their initial offering prices depending on prevailing interest rates, the markets for similar securities, general economic conditions,
our financial condition, performance and prospects and other factors. The underwriters have advised us that they intend to make a market in each series of notes, but they
are not obligated to do so. The underwriters may discontinue any market-making in the notes at any time at their sole discretion. Accordingly, we cannot assure you that a
liquid trading market will develop for the notes of any series, that you will be able to sell your notes at a particular time or that the prices you receive when you sell will be
favorable. To the extent active trading markets do not develop, the liquidity and trading prices for the notes may be harmed. Accordingly, you may be required to bear the
financial risk of an investment in the notes for an indefinite period of time.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and any documents we incorporate by reference herein or therein and oral statements made from time
to time by us may contain so called "forward-looking statements" (within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, or the Exchange Act), all of which are based on management's current expectations and are subject to risks and uncertainties which
may cause results to differ materially from those set forth in the statements. One can identify these forward-looking statements by their use of words such as "expects,"
"plans," "will," "estimates," "forecasts," "projects" and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or
current facts. These statements are likely to address our growth strategy, financial results, product development, product approvals, product potential and development
programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ materially from our forward-looking
statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No
forward-looking statement can be guaranteed and actual future results may vary materially. We do not assume the obligation to update any forward-looking statement. We
caution you not to place undue reliance on these forward-looking statements. Although it is not possible to predict or identify all such factors, they may include the
following:

· Competition from generic products as our products lose patent protection.

· Increased "brand" competition in therapeutic areas important to our long-term business performance.

· The difficulties and uncertainties inherent in new product development. The outcome of the lengthy and complex process of new product development is
inherently uncertain. A drug candidate can fail at any stage of the process and one or more late-stage product candidates could fail to receive regulatory

approval. New product candidates may appear promising in development but fail to reach the market because of efficacy or safety concerns, the inability to
obtain necessary regulatory approvals, the difficulty or excessive cost to manufacture and/or the infringement of patents or intellectual property rights of
others. Furthermore, the sales of new products may prove to be disappointing and fail to reach anticipated levels.

· Pricing pressures, both in the United States and abroad, including rules and practices of managed care groups, judicial decisions and governmental laws and

regulations related to Medicare, Medicaid and health care reform, pharmaceutical reimbursement and pricing in general.

· Changes in government laws and regulations and the enforcement thereof affecting our business.

· Efficacy or safety concerns with respect to marketed products, whether or not scientifically justified, leading to product recalls, withdrawals or declining sales.

· Significant litigation related to Vioxx, and Vytorin and Zetia.

· The arbitration proceeding involving our right to distribute Remicade and Simponi.

· Legal factors, including product liability claims, antitrust litigation and governmental investigations, including tax disputes, environmental concerns and

patent disputes with branded and generic competitors, any of which could preclude commercialization of products or negatively affect the profitability of
existing products.

· Lost market opportunity resulting from delays and uncertainties in the approval process of the U.S. Food and Drug Administration and foreign regulatory

authorities.

· Increased focus on privacy issues in countries around the world, including the United States and the European Union. The legislative and regulatory landscape

for privacy and data protection continues to evolve, and there has been an increasing amount of focus on privacy and data protection issues with the potential
to affect directly our business, including recently enacted laws in a majority of states in the United States requiring security breach notification.

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· Changes in tax laws including changes related to the taxation of foreign earnings.

· Changes in accounting pronouncements promulgated by standard-setting or regulatory bodies, including the Financial Accounting Standards Board and the

Securities and Exchange Commission (the "SEC"), that are adverse to us.

· The possibility that the expected synergies from the merger of Old Merck and Schering-Plough Corporation ("Schering-Plough") will not be realized, or will

not be realized within the expected time period.

· Economic factors over which we have no control, including changes in inflation, interest rates and foreign currency exchange rates.
This list should not be considered an exhaustive statement of all potential risks and uncertainties. See "Risk Factors" above as well as the risk factors described in the
documents incorporated herein by reference.

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CAPITALIZATION
The following table sets forth the consolidated capitalization of Merck and its subsidiaries at September 30, 2010 on a historical basis.

September 30, 2010

(in millions)
Short-Term Debt:

Loans payable and current portion of long-term debt(1)

$
4,116.0
Long-Term Debt:

Long-term debt(2)(3)

14,031.9

Total debt

$
18,147.9
Equity:

Total Merck & Co., Inc. stockholders' equity

$
55,592.8
Noncontrolling Interests

2,455.5

Total equity

58,048.3

Total capitalization

$
76,196.2

(1)
Loans payable at September 30, 2010 consisted primarily of $1.7 billion of commercial paper borrowings. On October 1, 2010, $0.7 billion of our current portion of
long-term debt matured.
(2) Long-term debt at September 30, 2010 consisted of notes and debentures with maturities ranging from 2011 to 2041. In addition, $2.0 billion was available for
borrowing under our 364-day credit facility and $2.0 billion was available for borrowing under our credit facility maturing in August 2012.
(3) Long-term debt includes $7.1 billion of Merck & Co., Inc. debt. The balance of debt is issued by our subsidiaries. Long-term debt at September 30, 2010 does not
include $2.0 billion of notes offered hereby.

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RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the nine months ended September 30, 2010 and each of the fiscal years ended December 31, 2005 through
2009 are as follows:

Nine Months
Ended
Years Ended December 31,
September 30,
2005
2006
2007
2008
2009
2010
12
11
6
21
23
4
On November 3, 2009, Old Merck and Schering-Plough completed their previously announced merger. The results of Schering-Plough's business have been
included in the ratios above only for periods subsequent to the completion of the merger. Therefore, the ratio for the year ended December 31, 2009 does not reflect a full
year of legacy Schering-Plough operations and the ratios for the years ended December 31, 2005, 2006, 2007 and 2008 are based on the historical financial statements of
Old Merck, which became our financial statements as a result of the merger.
For purposes of computing these ratios, "earnings" consist of income from continuing operations before taxes, one-third of rents (deemed by us to be representative
of the interest factor inherent in rents), interest expense, net of amounts capitalized and equity (income) loss from affiliates, net of distributions. "Fixed charges" consist of
one-third of rents, interest expense as reported in our consolidated financial statements and dividends on preferred stock. Interest expense does not include interest related to
uncertain tax positions.

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