Obligation Merck & Co 3.7% ( US58933YAT29 ) en USD

Merck & Co

80.3909 % ▼

Etas-Unis

US58933YAT29 ( en USD )

3.7% par an ( paiement semestriel )

10/02/2045

Prospectus brochure de l'obligation Merck & Co US58933YAT29 en USD 3.7%, échéance 10/02/2045

2 000 USD

2 000 000 000 USD

58933YAT2

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

10/08/2024 ( Dans 84 jours )

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YAT29, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2045

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YAT29, 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 US58933YAT29, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d865378d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
Amount to be
offering price
Maximum aggregate
Amount of
securities to be registered

registered

per security
offering price
registration fee(1)
Floating Rate Notes due 2017

$300,000,000

100%

$300,000,000

$ 34,860.00
Floating Rate Notes due 2020

$700,000,000

100%

$700,000,000

$ 81,340.00
1.850% Notes due 2020

$1,250,000,000
99.981%

$1,249,762,500

$ 145,222.40
2.350% Notes due 2022

$1,250,000,000
99.865%

$1,248,312,500

$ 145,053.91
2.750% Notes due 2025

$2,500,000,000
99.835%

$2,495,875,000

$ 290,020.68
3.700% Notes due 2045

$2,000,000,000
99.425%

$1,988,500,000

$ 231,063.70
Total

$8,000,000,000

$7,982,450,000

$927,560.69

(1) The filing fee of $927,560.69 is calculated in accordance with Rule 456(b) and Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-185248

Prospectus Supplement
(To Prospectus dated December 3, 2012)
$8,000,000,000

Merck & Co., Inc.
$300,000,000 Floating Rate Notes due 2017
$700,000,000 Floating Rate Notes due 2020
$1,250,000,000 1.850% Notes due 2020
$1,250,000,000 2.350% Notes due 2022
$2,500,000,000 2.750% Notes due 2025
$2,000,000,000 3.700% Notes due 2045
We are offering $300,000,000 aggregate principal amount of our Floating Rate Notes due 2017 (the "2017 notes"), $700,000,000 aggregate principal amount of our
Floating Rate Notes due 2020 (the "2020 floating rate notes"), $1,250,000,0000 aggregate principal amount of our 1.850% Notes due 2020 (the "2020 fixed rate notes"),
$1,250,000,000 aggregate principal amount of our 2.350% Notes due 2022 (the "2022 notes"), $2,500,000,000 aggregate principal amount of our 2.750% Notes due 2025
(the "2025 notes") and $2,000,000,000 aggregate principal amount of our 3.700% Notes due 2045 (the "2045 notes"). We refer to the 2020 fixed rate notes, the 2022 notes,
the 2025 notes and the 2045 notes collectively as the fixed rate notes, and the 2017 notes and the 2020 floating rate notes collectively as the floating rate notes. We refer
to the fixed rate notes and the floating rate notes collectively as the notes.
Interest on the fixed rate notes is payable on February 10 and August 10 of each year, beginning on August 10, 2015, and interest on the floating rate notes is payable
on February 10, May 10, August 10 and November 10 of each year, beginning on May 10, 2015. The 2017 notes will bear interest at a floating rate equal to three-month
LIBOR plus 0.125% and the 2020 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.375%. The 2017 notes will mature on
February 10, 2017, the 2020 floating rate notes and the 2020 fixed rate notes will mature on February 10, 2020, the 2022 notes will mature on February 10, 2022, the 2025
notes will mature on February 10, 2025 and the 2045 notes will mature on February 10, 2045.
We may redeem some or all of the fixed rate notes of each series at any time at the applicable redemption price set forth in the prospectus supplement under the
caption "Description of the Notes--Optional Redemption." The floating rate notes are not redeemable prior to maturity.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-3 of this prospectus supplement and in the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
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Final Prospectus Supplement
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.

Public
Underwriting
Proceeds, Before

Offering Price(1)
Discount

Expenses, to Us(1)
Per 2017 note

100%

0.200%

99.800%
Total

$
300,000,000
$
600,000
$
299,400,000
Per 2020 floating rate note

100%

0.350%

99.650%
Total

$
700,000,000
$
2,450,000
$
697,550,000
Per 2020 fixed rate note

99.981%

0.350%

99.631%
Total

$
1,249,762,500
$
4,375,000
$
1,245,387,500
Per 2022 note

99.865%

0.400%

99.465%
Total

$
1,248,312,500
$
5,000,000
$
1,243,312,500
Per 2025 note

99.835%

0.450%

99.385%
Total

$
2,495,875,000
$ 11,250,000
$
2,484,625,000
Per 2045 note

99.425%

0.875%

98.550%
Total

$
1,988,500,000
$ 17,500,000
$
1,971,000,000

(1)
Plus accrued interest from February 10, 2015, if settlement occurs after that date.
Interest on the notes will accrue from February 10, 2015. The notes will not be listed on any securities exchange or automated dealer quotation system. Currently,
there are no public markets for the notes.
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 February 10, 2015.
Joint Book-Running Managers

J.P. Morgan
Deutsche Bank Securities
Credit Suisse
All Notes

All Notes

All Notes
BNP PARIBAS
Citigroup
BofA Merrill Lynch
(2020 Floating Rate Notes,
(2017 Notes, 2025 Notes, 2045 Notes)
(2045 Notes)
2020 Fixed Rate Notes, 2022 Notes)

Co-Managers
BNP PARIBAS
Citigroup
BofA Merrill Lynch
(2017 Notes, 2025 Notes, 2045 Notes)
(2020 Floating Rate Notes,
(2017 Notes, 2020 Floating Rate
2020 Notes, 2022 Notes)
Notes, 2020 Fixed Rate Notes,

2025 Notes, 2045 Notes)

HSBC

RBS

Santander

DNB Markets
ING

SMBC Nikko

Wells Fargo Securities
Blaylock Beal Van, LLC

Great Pacific Securities
February 5, 2015
Table of Contents
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 and 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

Page
Merck
S-1
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Final Prospectus Supplement
Risk Factors
S-3
Forward-Looking Statements
S-5
Use of Proceeds
S-7
Capitalization
S-8
Ratio of Earnings to Fixed Charges
S-9
Description of the Notes
S-10
Certain U.S. Federal Tax Considerations
S-18
Underwriting
S-23
Incorporation of Certain Documents by Reference
S-27
Validity of the Notes
S-27
Experts
S-27
Prospectus

About This Prospectus

1
Merck

2
Risk Factors

2
Forward-Looking Statements

2
Ratios of Earnings to Fixed Charges

3
Selected Financial Data

4
Use of Proceeds

4
Description of Debt Securities We May Offer

5
Legal Ownership and Book-Entry Issuance

15
Plan of Distribution

19
Validity of Debt Securities

20
Experts

20
Where You Can Find More Information

21
Incorporation of Certain Documents by Reference

21

S-i
Table of Contents
MERCK
We are a global health care company that delivers innovative health solutions through our prescription medicines, vaccines, biologic therapies
and animal health products, which we market directly and through our joint ventures. Our operations are principally managed on a products basis
and are comprised of three operating segments, which are the Pharmaceutical, Animal Health and Alliances segments, and 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, generally 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 preventive 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, which we sell to veterinarians, distributors and animal producers. Recently,
we divested our consumer care operations, which developed, manufactured and marketed over-the-counter, foot care and sun care products, sold
through wholesale and retail drug, food chain and mass merchandiser outlets, as well as club stores and specialty channels.
Our address is 2000 Galloping Hill Road, Kenilworth, New Jersey 07033, and our telephone number is (908) 740-4000. Our web site is
located at www.merck.com. Information available on, or accessible through, 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.
RECENT DEVELOPMENTS
On February 4, 2015, we announced our financial results for the fourth quarter of 2014 and full year of 2014 as follows:

Fourth Quarter

Year Ended

Dec. 31,
2014
2013
2014
Dec. 31,
$ in millions, except EPS amounts

(unaudited)
(unaudited)
(unaudited)
2013

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Final Prospectus Supplement
Sales

$
10,482
$
11,319
$
42,237
$44,033
GAAP EPS

2.54

0.26

4.07

1.47
Non-GAAP EPS that excludes items listed below1

0.87

0.88

3.49

3.49
GAAP Net Income2

7,316

781

11,920
4,404
Non-GAAP Net Income that excludes items listed below1,2

2,504

2,599

10,215
10,443
Non-GAAP (generally accepted accounting principles) earnings per share (EPS) of $0.87 for the fourth quarter and $3.49 for the full year of
2014 exclude acquisition- and divestiture-related costs, restructuring costs and certain other items, as well as an $11.2 billion gain on the
divestiture of the Consumer Care business.

S-1
Table of Contents
A reconciliation of GAAP to non-GAAP net income and EPS is provided in the tables that follow.

Fourth Quarter

Year Ended

Dec. 31,
2014
2013
2014
Dec. 31,
$ in millions, except EPS amounts

(unaudited)
(unaudited)
(unaudited)
2013

EPS

GAAP EPS

$
2.54
$
0.26
$
4.07
$
1.47
Difference3

(1.67)

0.62

(0.58)

2.02
Non-GAAP EPS that excludes items listed below1

$
0.87
$
0.88
$
3.49
$
3.49

Net Income
GAAP net income2
$
7,316
$
781
$
11,920
$ 4,404
Difference

(4,812)

1,818

(1,705)
6,039
Non-GAAP net income that excludes items listed below1,2
$
2,504
$
2,599
$
10,215
$10,443

Decrease (Increase) in Net Income Due to Excluded Items:
Acquisition-and divestiture-related costs4
$
1,394
$
1,348
$
5,946
$ 5,549
Restructuring costs

619

962

1,978
2,401
Gain on sale of Merck Consumer Care
(11,209)

(11,209)

Gain on AstraZeneca option exercise

(741)

Gain on divestiture of certain ophthalmic products

(84)

(480)

Loss on extinguishment of debt

628

628

Additional year of health care reform fee

193

Other

(14)

(9)

(13)
Net decrease (increase) in income before taxes

(8,666)

2,310

(3,694)
7,937
Income tax (benefit) expense5

3,854

(492)

2,045
(1,898)
Acquisition- and divestiture-related costs attributable to non-controlling
interests

(56)

Decrease (increase) in net income
$
(4,812)
$
1,818
$
(1,705)
$ 6,039

1 We are providing certain 2014 and 2013 non-GAAP information that excludes certain items because of the nature of these items and the impact
they have on the analysis of underlying business performance and trends. Management believes that providing this information enhances
investors' understanding of the company's performance. This information should be considered in addition to, but not in lieu of, information
prepared in accordance with GAAP. For description of the items, see table, including the related footnotes, below.
2 Net income attributable to Merck & Co., Inc.
3 Represents the difference between calculated GAAP EPS and calculated non-GAAP EPS, which may be different than the amount calculated by
dividing the impact of the excluded items by the weighted-average shares for the period.
4 Includes expenses for the amortization of intangible assets recognized as a result of mergers and acquisitions, intangible asset impairment
charges and expense or income related to changes in the fair value measurement of contingent consideration. Also includes merger integration
costs, as well as transaction and certain other costs related to business acquisitions and divestitures.
5 Includes the estimated tax impact on the reconciling items. In addition, amount for full-year 2014 includes a net benefit of $517 million recorded
in connection with AstraZeneca's option exercise, as well as a benefit of approximately $300 million associated with a capital loss generated in
the first quarter. Amount for full-year 2013 also includes net benefits of approximately $325 million related to the settlements of certain federal
income tax issues.

S-2
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Final Prospectus Supplement
Table of Contents
RISK FACTORS
Before acquiring any of the notes, you should carefully consider the following risk factors and the risk factors and assumptions related to us
identified or described in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports 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 $6.5 billion as of
September 30, 2014. In addition, our obligations under the notes will be structurally subordinated to guarantees by our subsidiaries of our
indebtedness. As of September 30, 2014, certain of our subsidiaries also guaranteed $5.1 billion aggregate principal amount of our existing
indebtedness. We also guarantee indebtedness of our subsidiary Merck Sharp & Dohme Corp. ("Old Merck"), including $6.2 billion aggregate
principal amount of its outstanding debt securities (which is part of the $6.5 billion of indebtedness of our subsidiaries referred to above).
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. Since September 30, 2014, we reduced the indebtedness of our
subsidiaries that we guarantee by $1.9 billion and reduced the amount of our existing indebtedness guaranteed by our subsidiaries by $3.8 billion.
See "Capitalization."
The notes are our unsecured obligations and will be effectively junior to secured indebtedness that we may incur or issue.
The notes will be unsecured obligations. Holders of any secured debt that we may incur or 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 incur or 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 or
to arrange for quotation on any automated dealer quotation system. 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. The market price of our floating rate notes, in particular,
will be influenced by the three-month LIBOR, volatility in such rate

S-3
Table of Contents
and events that affect the LIBOR generally. 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.
The amount of interest payable on the floating rate notes is set only once per period based on the three-month LIBOR on the interest
determination date, which rate may fluctuate substantially.
In the past, the level of three-month LIBOR has experienced significant fluctuations. You should note that historical levels, fluctuations and
trends of three-month LIBOR are not necessarily indicative of future levels. Any historical upward or downward trend in three-month LIBOR is
not an indication that three-month LIBOR is more or less likely to increase or decrease at any time during a floating rate interest period, and you
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Final Prospectus Supplement
should not take the historical levels of three-month LIBOR as an indication of its future performance. You should further note that although actual
three-month LIBOR on an interest payment date or at other times during an interest period may be higher than three-month LIBOR on the
applicable interest determination date, you will not benefit from three-month LIBOR at any time other than on the interest determination date for
such interest period. As a result, changes in three-month LIBOR may not result in a comparable change in the market value of the floating rate
notes.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of your floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether
the banks that provided rates to the British Bankers' Association, or the BBA, in connection with the calculation of LIBOR may have been under-
reporting or otherwise manipulating or attempting to manipulate LIBOR.
Actions by the BBA, ICE Benchmark Administration Limited (the current administrator of LIBOR), regulators or law enforcement agencies
may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to predict the effect of any such changes and any
other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes may
adversely affect the trading market for LIBOR-based securities, including the floating rate notes.

S-4
Table of Contents
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, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 "anticipates," "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 known. 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, including laws governing intellectual property 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 Fosamax.

· 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.
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Final Prospectus Supplement

· 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.

S-5
Table of Contents

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

· Economic factors over which we have no control, including changes in inflation, interest rates, foreign currency exchange rates and three-

month LIBOR.
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.

S-6
Table of Contents
USE OF PROCEEDS
The net proceeds of the offering after giving effect to the underwriting discounts and other expenses are estimated to be approximately
$7.940 billion. We intend to use a substantial portion of the net proceeds of the offering to repay commercial paper issued to substantially finance
our acquisition of Cubist Pharmaceuticals, Inc. ("Cubist"), which closed on January 21, 2015. The interest rate on the commercial paper is 0.13%
and the maturity of such commercial paper is February 2015. Any remaining net proceeds will be used for general corporate purposes, including
without limitation repurchases of our common stock, and the repayment of outstanding commercial paper borrowings and upcoming debt
maturities.

S-7
Table of Contents
CAPITALIZATION
The following table sets forth the consolidated capitalization of Merck and its subsidiaries at September 30, 2014 on a historical basis and as
adjusted to reflect the issuance and sale of the notes.

September 30, 2014

As

Actual
Adjusted

(in millions)

Short-Term Debt:

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

$ 9,275
$ 9,275

Long-Term Debt:
Long-term debt(2)(3)(4)
18,566
18,566
Floating Rate Notes due 2017 offered hereby

--

300
Floating Rate Notes due 2020 offered hereby

--

700
1.850% Notes due 2020 offered hereby

--
1,250(5)
2.350% Notes due 2022 offered hereby

--
1,248(5)
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Final Prospectus Supplement
2.750% Notes due 2025 offered hereby

--
2,496(5)
3.700% Notes due 2045 offered hereby

--
1,989(5)

Total debt
$27,841
$35,824
Equity:
Total Merck & Co., Inc. stockholders' equity
$45,224
$45,224
Noncontrolling Interests

136

136

Total equity
45,360
45,360

Total capitalization
$73,201
$81,184

(1)
At December 31, 2014, loans payable and current portion of long-term debt was approximately $2.7 billion. However, loans payable and
current portion of long-term debt at September 30, 2014 and December 31, 2014 do not include any commercial paper issued in connection
with the Cubist acquisition. Consequently, the "as adjusted" column does not reflect the application of the net proceeds from the issue and
sale of the notes to repay commercial paper issued to substantially finance our acquisition of Cubist, as further described under "Use of
Proceeds."

(2)
Long-term debt at September 30, 2014 consisted of notes and debentures with maturities ranging from 2014 to 2043. In addition, $6.0 billion
was available for borrowing under our five-year credit facility maturing in August 2019.

(3)
Long-term debt includes $14.5 billion of Merck & Co., Inc. debt. The balance of debt is issued by our subsidiaries. Long-term debt at
September 30, 2014 does not include the $8.0 billion of notes offered hereby.

(4)
Long-term debt does not reflect any outstanding debt assumed in connection with the Cubist acquisition, which consisted of approximately
$1.1 billion at the closing of the transaction on January 21, 2015. On January 21, 2015, we also launched a tender offer for up to an aggregate
of $1,036,804,680 for all three outstanding series of convertible notes (the "Cubist notes") on behalf of our wholly owned subsidiary, Cubist,
with such purchase price equal to 100% of the outstanding principal amount plus any accrued and unpaid interest. The Cubist acquisition also
triggered the conversion right of Cubist notes holders to convert their notes into cash based on the merger consideration, until February 23,
2015. The Company expects that all or substantially all of the Cubist notes will be converted into cash based on the merger consideration.

(5)
Includes the gross proceeds from the notes offered hereby, which are reflected at their discounted amounts. The discounts will be amortized
over the life of the notes, as applicable.

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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, 2014 and each of the fiscal years ended
December 31, 2013 through 2009 are as follows:

Nine Months
Ended September 30,
Years Ended December 31,

2014

2013
2012
2011
2010
2009
8

6
9
8
2
23
On November 3, 2009, Merck & Co., Inc. and Schering-Plough merged. 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.
For purposes of computing these ratios, "earnings" consist of income before taxes, one-third of rents (deemed by us to be representative of
the interest factor inherent in rents), interest expense, interest capitalized, net of amortization and equity (income) loss from affiliates, net of
distributions. "Fixed charges" consist of one-third of rents, interest expense and dividends on preferred stock. Interest expense does not include
interest related to uncertain tax positions.

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DESCRIPTION OF THE NOTES
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Final Prospectus Supplement
The following description of the particular terms of the 2017 notes, the 2020 floating rate notes, the 2020 fixed rate notes, the 2022 notes, the
2025 notes and the 2045 notes offered hereby supplements the general description of debt securities set forth in the accompanying prospectus under
"Description of Debt Securities We May Offer."
References to the "fixed rate notes" refer to the 2020 fixed rate notes, the 2022 notes, the 2025 notes and the 2045 notes, collectively.
References to the "floating rate notes" refer to the 2017 notes and the 2020 floating rate notes, collectively. References to the "notes" refer to the
fixed rate notes and the floating rate notes, collectively.
We qualify the description of the notes by reference to the indenture as described below. The 2017 notes, the 2020 floating rate notes, the
2020 fixed rate notes, the 2022 notes, the 2025 notes and the 2045 notes will each be issued as a separate series of debt securities under the
indenture.
The 2017 notes will initially be limited to $300,000,000 aggregate principal amount and will mature on February 10, 2017. The 2020 floating
rate notes will initially be limited to $700,000,000 aggregate principal amount and will mature on February 10, 2020. The 2020 fixed rate notes
will initially be limited to $1,250,000,000 aggregate principal amount and will mature on February 10, 2020. The 2022 notes will initially be
limited to $1,250,000,000 aggregate principal amount and will mature on February 10, 2022. The 2025 notes will initially be limited to
$2,500,000,000 aggregate principal amount and will mature on February 10, 2025. The 2045 notes will initially be limited to $2,000,000,000
aggregate principal amount and will mature on February 10, 2045.
The notes are unsecured and will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding.
The notes will not be guaranteed by any of our subsidiaries and will therefore be structurally subordinated to all liabilities of our subsidiaries from
time to time outstanding, including any guarantees provided by our subsidiaries. As of September 30, 2014, the indebtedness of our subsidiaries
totaled $6.5 billion and certain of our subsidiaries also guaranteed $5.1 billion aggregate principal amount of our indebtedness. Since September
30, 2014, we reduced the indebtedness of our subsidiaries that we guarantee by $1.9 billion and reduced the amount of our existing indebtedness
guaranteed by our subsidiaries by $3.8 billion. See "Capitalization."
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The full defeasance and covenant defeasance provisions of the indenture described under "Description of Debt Securities We May Offer--
Defeasance" in the accompanying prospectus will apply to the fixed rate notes, but not to any floating rate notes that we issue.
Interest
The notes will bear interest from February 10, 2015.
Fixed Rate Notes
The 2020 fixed rate notes will bear interest at a rate of 1.850% per annum, the 2022 notes will bear interest at a rate of 2.350% per annum,
the 2025 notes will bear interest at a rate of 2.750% per annum and the 2045 notes will bear interest at a rate of 3.700% per annum. Interest on the
fixed rate notes will be payable semi-annually in arrears on February 10 and August 10 of each year, commencing on August 10, 2015, to the
person in whose name such notes were registered at the close of business on the preceding January 26 or July 26, as the case may be. Interest on
the fixed rate notes will be computed on the basis of a 360-day year composed of twelve 30-day months. If any payment date for the fixed rate
notes is not a business day, we will make the payment on the next business day, but we will not be liable for any additional interest as a result of
the delay in payment. With respect to the fixed rate notes, by business day, we mean any Monday, Tuesday, Wednesday, Thursday or Friday which
is not a day when banking institutions in the place of payment are authorized or obligated by law or executive order to be closed.

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Floating Rate Notes
The floating rate notes will bear interest at a variable rate. The interest rate for the floating rate notes for a particular interest period will be a
per annum rate equal to LIBOR as determined on the applicable interest determination date by the calculation agent appointed by us, which
initially will be the trustee, plus 0.125% for the 2017 notes and plus 0.375% for the 2020 floating rate notes. The interest rate on the floating rate
notes will be reset on the first day of each interest period other than the initial interest period (each an "interest reset date"). Interest on the floating
rate notes will be payable quarterly on February 10, May 10, August 10 and November 10 of each year, beginning May 10, 2015. An interest
period is the period commencing on an interest payment date (or, in the case of the initial interest period, commencing on February 10, 2015) and
ending on the day preceding the next interest payment date. The initial interest period is February 10, 2015 through May 9, 2015. The interest
determination date for an interest period will be the second London business day preceding such interest period (the "interest determination date").
The interest determination date for the initial interest period will be February 6, 2015. All payments of interest on the floating rate notes due on any
interest payment date will be made to the persons in whose names the floating rate notes are registered at the close of business on the 15th calendar
day immediately preceding the interest payment date (whether or not a business day). However, interest that we pay on the maturity date will be
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Final Prospectus Supplement
payable to the person to whom the principal will be payable. Interest on the floating rate notes will be calculated on the basis of the actual number
of days in each quarterly interest period and a 360-day year.
If an interest payment date, other than the maturity date, falls on a day that is not a business day, the interest payment will be postponed to
the next day that is a business day, except that if that business day is in the next succeeding calendar month, the interest payment date will be the
immediately preceding business day. If the maturity date of the floating rate notes falls on a day that is not a business day, the payment of interest
and principal will be made on the next succeeding business day, and no interest on such payment will accrue for the period from and after the
maturity date. With respect to the floating rate notes, "business day" is any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day
when banking institutions in the place of payment are authorized or obligated by law or executive order to be closed that is also a London business
day. A "London business day" is any day on which dealings in United States dollars are transacted in the London interbank market.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:
(1) With respect to any interest determination date, LIBOR will be the rate for deposits in United States dollars having a maturity of
three months commencing on the first day of the applicable interest period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.,
London time, on that interest determination date. If no rate appears, then LIBOR, in respect of that interest determination date, will be
determined in accordance with the provisions described in (2) below.
(2) With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (1) above,
the calculation agent will request the principal London offices of each of four major reference banks in the London interbank market, as
selected by the calculation agent, to provide the calculation agent with its offered quotation for deposits in United States dollars for the
period of three months, commencing on the first day of the applicable interest period, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that interest
determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the interest
determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the interest
determination date by three major banks in the City of New York selected by the calculation agent for loans in United States dollars to
leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in United
States dollars in that market at that time; provided that if the banks selected by the calculation agent are not providing

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quotations in the manner described by this sentence, LIBOR will be the same as the rate determined for the immediately preceding interest
reset date or if there is no immediately preceding interest reset date, LIBOR will be the same as the rate determined for the initial interest
period.
"Reuters Screen LIBOR01 Page" means the display designated on page "LIBOR01" on Reuters (or such other page as may replace the
LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of
major banks).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to
8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half
cent being rounded upwards).
The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States laws of general application.
The calculation agent will, upon the request of any holder of the floating rate notes, provide the interest rate then in effect with respect to the
floating rate notes. All calculations made by the calculation agent in the absence of manifest error will be conclusive for all purposes and binding
on us and the holders of the floating rate notes.
Optional Redemption
The floating rate notes are not redeemable prior to maturity.
We may, at our option, redeem some or all of the 2020 fixed rate notes or the 2022 notes, at any time or from time to time, or we may, at our
option, redeem some or all of the 2025 notes or the 2045 notes prior to the applicable Par Call Date at any time or from time to time, at a
redemption price equal to the greater of (i) 100% of the principal amount of the fixed rate notes to be redeemed or (ii) the sum of the present values
of the Remaining Scheduled Payments (as defined below) discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at a rate equal to the Reinvestment Rate (as defined below) plus 10 basis points with respect to the 2020 fixed
rate notes, the Reinvestment Rate plus 12.5 basis points with respect to the 2022 notes, the Reinvestment Rate plus 15 basis points with respect to
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