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Merck & Co. Inc.$45.99($.38)(.82%)

    Merck Announces Second-Quarter 2012 Financial Results
    Friday, July 27, 2012 at 7:00:09 AM ET
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--Worldwide Sales Up One Percent to $12.3 Billion, Five Percent Excluding Foreign Exchange; Pharmaceuticals, Animal Health and Consumer Care All Contributed to Growth

--Double-Digit Global Growth for JANUVIA, JANUMET, VICTRELIS, ISENTRESS, GARDASIL and ZOSTAVAX

--On Track for Six Major Filings in 2012-2013, Including Suvorexant and Odanacatib

--Reaffirmed 2012 Full-Year Non-GAAP EPS Target of $3.75 to $3.85, Excluding Certain Items; GAAP EPS Range of $2.04 to $2.30

Merck (MRK), known as MSD outside the United States and Canada, today announced financial results for the second quarter of 2012.

$ in millions, except EPS amounts                           Second   Second
                                                            Quarter  Quarter
                                                             2012     2011
---------------------------------------------------------  -------  -------
Sales                                                      $12,311  $12,151
---------------------------------------------------------  -------  -------
GAAP EPS                                                      0.58     0.65
---------------------------------------------------------  -------  -------
Non-GAAP EPS that excludes items listed below(1)              1.05     0.95
---------------------------------------------------------  -------  -------
GAAP Net Income(2)                                           1,793    2,024
---------------------------------------------------------  -------  -------
Non-GAAP Net Income that excludes items listed below(1,2)    3,227    2,950
---------------------------------------------------------  -------  -------

Non-GAAP (generally accepted accounting principles) earnings per share (EPS) for the second quarter of $1.05 exclude acquisition-related costs and restructuring costs.

A reconciliation of GAAP to non-GAAP net income and EPS is provided in the tables below. Year-to-date results can be found in the attached tables.

                                              Second Quarter 2012 Second Quarter 2011
                                              ------------------- -------------------
$ in millions, except EPS amounts                 Net       EPS       Net       EPS
                                               Income(2)           Income(2)
--------------------------------------------  ---------  -------  ---------  -------
GAAP                                             $1,793    $0.58     $2,024    $0.65
--------------------------------------------  ---------  -------  ---------  -------
Difference                                        1,434  0.47(3)        926  0.30(3)
--------------------------------------------  ---------  -------  ---------  -------
Non-GAAP that excludes items listed below(1)     $3,227    $1.05     $2,950    $0.95
--------------------------------------------  ---------  -------  ---------  -------
$ in millions                                       Second       Second
                                                    Quarter      Quarter
                                                     2012         2011
----------------------------------------------  --------------  -------
Acquisition-related costs(4)                            $1,417   $1,440
----------------------------------------------  --------------  -------
Restructuring costs                                        289      816
----------------------------------------------  --------------  -------
Other                                           -        7
----------------------------------------------  --------------  -------
Net decrease (increase) in income before taxes           1,706    2,263
----------------------------------------------  --------------  -------
Income tax (benefit) expense(5)                          (272)  (1,337)
----------------------------------------------  --------------  -------
Decrease (increase) in net income                       $1,434     $926
----------------------------------------------  --------------  -------

"This quarter we delivered strong operational performance by focusing on growth and execution. We achieved top- and bottom-line growth by advancing our core strategy and maintaining momentum across our businesses," said Kenneth C. Frazier, chairman and chief executive officer of Merck. "The company remains focused on translating cutting-edge science into medically important products. We’re seeing significant progress in the pipeline this year, and we expect six major filings over the next 18 months, including suvorexant for insomnia and odanacatib for osteoporosis. This focus on innovation and execution will drive long-term shareholder value."

Select Revenue Highlights

Worldwide sales were $12.3 billion for the second quarter of 2012, an increase of 1 percent, or 5 percent excluding foreign exchange, compared with the second quarter of 2011. Sales also were unfavorably impacted by the arbitration settlement agreement with Johnson & Johnson discussed below.

The following table reflects sales of the company’s top pharmaceutical products, as well as total sales of animal health and consumer care products.

$ in millions                     Second Quarter  Second Quarter  Change
                                       2012            2011
--------------------------------  --------------  --------------  ------
Total Sales                              $12,311         $12,151      1%
--------------------------------  --------------  --------------  ------
Pharmaceutical                            10,560          10,360      2%
--------------------------------  --------------  --------------  ------
   SINGULAIR                               1,431           1,354      6%
--------------------------------  --------------  --------------  ------
   JANUVIA                                 1,058             779     36%
--------------------------------  --------------  --------------  ------
   ZETIA                                     632             592      7%
--------------------------------  --------------  --------------  ------
   REMICADE                                  518             842    -38%
--------------------------------  --------------  --------------  ------
    VYTORIN                                  445             459     -3%
--------------------------------  --------------  --------------  ------
   JANUMET                                   411             321     28%
--------------------------------  --------------  --------------  ------
   ISENTRESS                                 398             337     18%
--------------------------------  --------------  --------------  ------
   COZAAR/HYZAAR                             337             406    -17%
--------------------------------  --------------  --------------  ------
   GARDASIL                                  324             277     17%
--------------------------------  --------------  --------------  ------
   PROQUAD, M-M-R II and VARIVAX             316             291      9%
--------------------------------  --------------  --------------  ------
Animal Health                                865             802      8%
--------------------------------  --------------  --------------  ------
Consumer Care                                552             541      2%
--------------------------------  --------------  --------------  ------
Other Revenues                               333             448    -26%
--------------------------------  --------------  --------------  ------

Pharmaceutical Revenue Performance

Second-quarter pharmaceutical sales grew 2 percent to $10.6 billion, including a 3 percent negative impact due to foreign exchange. Adjusting pharmaceutical sales in the second quarter of 2011 to exclude sales of REMICADE (infliximab) and SIMPONI (golimumab) from the territories transferred to Johnson & Johnson through the settlement agreement, pharmaceutical sales would have increased 5 percent in the second quarter of 2012.(6) The revenue increases largely reflect strong sales growth for JANUVIA (sitagliptin), VICTRELIS (boceprevir), JANUMET (sitagliptin/metformin hydrochloride), SINGULAIR (montelukast sodium), ISENTRESS (raltegravir) and GARDASIL [Human Papillomavirus Quadrivalent (Types 6, 11, 16 and 18) Vaccine, Recombinant]. These increases were partially offset by expected declines in sales of COZAAR (losartan potassium) and HYZAAR (losartan potassium and hydrochlorothiazide) as well as European austerity measures.

Sales from emerging markets accounted for approximately 18 percent of pharmaceutical sales in the second quarter. Growth in the emerging markets is being driven by diversified brands and core products like JANUVIA, JANUMET and ISENTRESS. China continues to be a key driver with 27 percent growth for the second quarter, including a 4 percent benefit from foreign exchange.

Worldwide sales of the combined diabetes franchise of JANUVIA/JANUMET, medicines that help lower blood sugar levels in adults with type 2 diabetes, grew 33 percent to $1.5 billion in the second quarter of 2012 driven by growth in all regions.

Worldwide sales of SINGULAIR, a once-a-day oral medicine for the chronic treatment of asthma and the relief of symptoms of allergic rhinitis, grew 6 percent to $1.4 billion in the second quarter of 2012. The patent for SINGULAIR will expire in the U.S. in Aug. 2012 and in major European markets in Feb. 2013. The company expects a significant and rapid reduction in sales thereafter in those markets. SINGULAIR will retain marketing exclusivity in Japan until 2016.

Sales of ZETIA (ezetimibe) and VYTORIN (ezetimibe/simvastatin), medicines for lowering LDL cholesterol, grew 2 percent to $1.1 billion in the second quarter driven by growth of ZETIA in the United States and VYTORIN outside of the United States.

Combined sales of REMICADE and SIMPONI, treatments for inflammatory diseases, declined 35 percent to $594 million for the second quarter of 2012. In Europe, Russia and Turkey, where Merck retained exclusive marketing rights, the combined sales of REMICADE and SIMPONI declined 3 percent for the second quarter of 2012, but excluding the impact of foreign exchange grew 6 percent. In July 2011, the company transferred exclusive marketing rights for REMICADE and SIMPONI to Johnson & Johnson in Canada, Central and South America, the Middle East, Africa and Asia Pacific.

ISENTRESS, an HIV integrase inhibitor for use in combination with other antiretroviral agents for the treatment of HIV-1 infection, grew 18 percent to $398 million in the second quarter driven by strong growth in the emerging markets and the United States.

Global sales of Merck’s antihypertensive medicines COZAAR and HYZAAR were down 17 percent to $337 million in the second quarter of 2012 due to the loss of marketing exclusivity in the United States and major European markets in 2010.

Sales recorded by Merck for GARDASIL, a vaccine to help prevent certain diseases caused by four types of human papillomavirus (HPV), increased 17 percent to $324 million for the quarter driven by vaccinations of males in the United States and the launch in Japan.

Sales of ZOSTAVAX (zoster vaccine live), a vaccine for the prevention of herpes zoster, grew 22 percent to $148 million in the quarter. The company continues to increase its promotional efforts for ZOSTAVAX in the United States.

Sales of VICTRELIS, the company’s oral hepatitis C virus NS3/4A protease inhibitor, were $126 million in the quarter. VICTRELIS is approved in 43 countries and has launched in 23 of those markets.

Animal Health Revenue Performance

Animal Health sales totaled $865 million for the second quarter of 2012, an 8 percent increase over the second quarter of 2011, including a 6 percent negative impact due to foreign exchange. Animal Health had strong performance in the United States and Asia Pacific, with growth led by increased sales of cattle and swine products. The division’s products include pharmaceutical and vaccine products for the prevention, treatment and control of disease in all major farm and companion animal species.

Consumer Care Revenue Performance

Second-quarter global sales of Consumer Care were $552 million, an increase of 2 percent compared to the second quarter of 2011, including a 1 percent negative impact due to foreign exchange. The sales increase was primarily due to MiraLAX, CLARITIN and COPPERTONE.

Other Revenue Performance

Other revenues - primarily comprised of alliance revenue, miscellaneous corporate revenues and third-party manufacturing sales - declined 26 percent to $333 million. The change was driven largely by lower revenue from AstraZeneca LP (AZLP) recorded by Merck, which declined 27 percent to $223 million, as well as by lower third-party manufacturing sales.

Second-Quarter Expense and Other Information

The costs detailed below totaled $9.7 billion on a GAAP basis during the second quarter of 2012 and include $1.7 billion of acquisition-related costs and restructuring costs.

$ in millions                           Included in expenses for the period
                              -------------------------------------------------------
Second Quarter 2012            GAAP     Acquisition-    Restructuring   Non-GAAP(1)
                                           Related          Costs
                                          Costs(4)
----------------------------  ------  ---------------  -------------  --------------
Materials and production      $4,112           $1,226            $83          $2,803
----------------------------  ------  ---------------  -------------  --------------
Marketing and administrative   3,249               64             21           3,164
----------------------------  ------  ---------------  -------------  --------------
Research and development       2,165              127             41           1,997
----------------------------  ------  ---------------  -------------  --------------
Restructuring costs              144  --            144  -
----------------------------  ------  ---------------  -------------  --------------
Second Quarter 2011
----------------------------
Materials and production      $4,284           $1,344           $109          $2,831
----------------------------  ------  ---------------  -------------  --------------
Marketing and administrative   3,525               77             23           3,425
----------------------------  ------  ---------------  -------------  --------------
Research and development       1,936               19             16           1,901
----------------------------  ------  ---------------  -------------  --------------
Restructuring costs              668   -            668  -
----------------------------  ------  ---------------  -------------  --------------

The gross margin was 66.6 percent for the second quarter of 2012 and 64.7 percent for the second quarter of 2011, reflecting 10.6 and 12.0 percentage point unfavorable impacts, respectively, from the acquisition-related costs and restructuring costs noted above.

Marketing and administrative expenses, on a non-GAAP basis, were $3.2 billion in the second quarter of 2012, a decrease from $3.4 billion in the second quarter of 2011. The decrease was primarily due to ongoing productivity measures.

Research and development (R&D) expenses, on a non-GAAP basis, were $2.0 billion in the second quarter of 2012, an increase from $1.9 billion in the second quarter of 2011. The increase primarily reflects the $120 million upfront payment as part of the Endocyte Inc. transaction.

Equity income from affiliates was $142 million for the second quarter, which primarily reflects the performance of AZLP and Sanofi Pasteur MSD.

Other (income) expense, net was $103 million of expense in the second quarter of 2012, compared to $121 million of expense in the second quarter of 2011.

Key Developments

The company noted the following developments:

-- Pivotal Phase III data were presented that showed suvorexant, an investigational treatment for insomnia, improved patients’ ability to fall asleep and stay asleep, achieving significance on 15 of 16 primary endpoints. Merck anticipates filing regulatory applications for approval by the end of 2012;

-- Primary efficacy outcomes were met in the Phase III trial of odanacatib, Merck’s investigational cathepsin-K inhibitor for osteoporosis, and Merck announced that the study is being concluded early. Merck expects to file regulatory applications for approval in the United States and Europe in the first half of 2013 and Japan in the third quarter of 2013;

-- Merck continued to advance plans for four additional major regulatory filings by end of 2013 including: BRIDION (sugammadex), a neuromuscular blocker reversal agent; V503, a nine-valent vaccine for HPV; TREDAPTIVE (extended-release niacin/laropiprant), a novel candidate for multiple lipid parameters; and vintafolide, a small molecule drug conjugate for ovarian and other cancers (European Union filing);

-- Merck previously announced in late March 2012 that the independent Data Safety Monitoring Board of the IMPROVE-IT study planned to review data from the study again in approximately nine months. That review has been scheduled for March 2013, at which point nine months of additional data will have been adjudicated;

-- Five-year data were presented from the STARTMRK study, in which the regimen including ISENTRESS demonstrated better efficacy and long-term safety and tolerability versus the regimen including efavirenz; and

-- Merck and AstraZeneca amended their option agreement related to AZLP. As a result, AstraZeneca will not acquire Merck’s stake in AZLP in 2012 and has a new option to acquire Merck’s interest in June 2014.

Financial Targets

Merck continues to expect full-year 2012 non-GAAP EPS to be between $3.75 and $3.85 and the 2012 GAAP EPS range to be $2.04 to $2.30. The 2012 non-GAAP range excludes acquisition-related costs and costs related to restructuring programs.

Merck continues to expect full-year 2012 revenues to be at or near 2011 levels on a constant currency basis. At current exchange rates, sales would be affected unfavorably by approximately 6 percent for the third quarter and more than 3 percent for the full year.

In addition, the company expects full-year 2012 non-GAAP R&D expenses to be slightly higher than the 2011 level. The company now expects the full-year 2012 non-GAAP tax rate to be approximately 25 percent.

A reconciliation of anticipated 2012 EPS as reported in accordance with GAAP to non-GAAP EPS that excludes certain items is provided in the table below.

$ in millions, except EPS amounts                Full-Year 2012
----------------------------------------------  ----------------
GAAP EPS                                         $2.04 to $2.30
----------------------------------------------  ----------------
Difference(3)                                     1.71 to 1.55
----------------------------------------------  ----------------
Non-GAAP EPS that excludes items listed below    $3.75 to $3.85
----------------------------------------------  ----------------
Acquisition-related costs(4)                    $5,200 to $4,900
----------------------------------------------  ----------------
Restructuring costs                               1,100 to 800
----------------------------------------------  ----------------
Net decrease (increase) in income before taxes   6,300 to 5,700
----------------------------------------------  ----------------
Estimated income tax (benefit) expense          (1,110) to (985)
----------------------------------------------  ----------------
Decrease (increase) in net income               $5,190 to $4,715
----------------------------------------------  ----------------

Total Employees

As of June 30, 2012, Merck had approximately 84,000 employees worldwide.

Earnings Conference Call

Investors are invited to a live audio webcast of Merck’s second-quarter earnings conference call today at 8:00 a.m. EDT by visiting Merck’s Internet site, www.merck.com/investors/events-and-presentations/home.html. Institutional investors and analysts can participate in the call by dialing (706) 758-9927 or (877) 381-5782. Journalists are invited to monitor the call by dialing (706) 758-9928 or (800) 399-7917. A replay of the call will be available starting at 11 a.m. EDT today for approximately one week. To listen to the replay, dial (404) 537-3406 or (855) 859-2056 and enter ID No. 91089609.

About Merck

Today’s Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships. For more information, visit www.merck.com and connect with us on Twitter, Facebook and YouTube.

Forward-Looking Statement

This news release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the merger between Merck and Schering-Plough, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that all of the expected synergies from the merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; Merck’s ability to accurately predict future market conditions; dependence on the effectiveness of Merck’s patents and other protections for innovative products; and the exposure to litigation and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Merck’s 2011 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

(1) Merck is providing certain 2012 and 2011 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 a description of the items, see Table 2a including the related footnotes, attached to this release.

(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.

(4) Includes expenses for the amortization of intangible assets and amortization of purchase accounting adjustments to inventories recognized as a result of mergers and acquisitions, as well as intangible asset impairment charges. Also includes integration and other costs associated with mergers and acquisitions.

(5) Includes an estimated income tax (benefit) expense on the reconciling items. The second quarter of 2011 also includes the net favorable impact of approximately $700 million relating to the settlement of a federal income tax audit, as well as the favorable impact of certain foreign and state tax rate changes that resulted in a net $230 million reduction of deferred tax liabilities on intangibles established in purchase accounting.

(6)
$ in millions                                                     Second       Second  Change
                                                                  Quarter      Quarter
                                                                   2012         2011
------------------------------------------------------------  --------------  -------  ------
Pharmaceutical sales as reported                                     $10,560  $10,360      2%
------------------------------------------------------------  --------------  -------  ------
Sales of REMICADE and SIMPONI in the territories transferred  -    (306)
------------------------------------------------------------  --------------  -------
Pharmaceutical sales as adjusted                                     $10,560  $10,054      5%
------------------------------------------------------------  --------------  -------  ------
                                                           MERCK & CO., INC.
                                                       CONSOLIDATED STATEMENT OF
                                                           OPERATIONS - GAAP
                                                   (AMOUNTS IN MILLIONS, EXCEPT PER
                                                            SHARE FIGURES)
                                                              (UNAUDITED)
                                                                Table 1
                                                                      GAAP           % Change               GAAP             % Change
                                                             -----------------------             ---------------------------
                                                                2Q12        2Q11                   YTD 2012      YTD 2011
                                                             ----------- ----------- --------    ------------- ------------- --------
Sales                                                         $12,311     $12,151       1%        $ 24,041      $ 23,732        1%
Costs, Expenses and Other
   Materials and production (1)                                 4,112       4,284       -4%          8,150         8,343        -2%
   Marketing and administrative (1)                             3,249       3,525       -8%          6,322         6,689        -5%
   Research and development (1)                                 2,165       1,936       12%          4,026         4,094        -2%
   Restructuring costs (2)                                        144         668      -78%            363           654       -44%
   Equity income from affiliates (3)                             (142 )       (55 )      *            (253 )        (193 )      31%
   Other (income) expense, net (1) / (4)                          103         121      -15%            247           744       -67%
Income Before Taxes                                             2,680       1,672       60%          5,186         3,401        52%
Income Tax Provision (Benefit)                                    860        (382 )                  1,599           276
Net Income                                                      1,820       2,054      -11%          3,587         3,125        15%
Less: Net Income Attributable to Noncontrolling Interests          27          30                       56            58
Net Income Attributable to Merck & Co., Inc.                  $ 1,793     $ 2,024      -11%       $  3,531      $  3,067        15%
Earnings per Common Share Assuming Dilution (5)               $  0.58     $  0.65      -11%       $   1.15      $   0.98        17%
                                                             - ------    - ------    --------    -- ------     -- ------     --------
Average Shares Outstanding Assuming Dilution                    3,072       3,110                    3,074         3,106
                                                               ------                               ------
Tax Rate (6)                                                     32.1 %     -22.8 %                   30.8 %         8.1 %
                                                               ------ -    ------ -                 ------ --     ------ --
*100% or greater
(1) Amounts include the impact of acquisition-related costs and
restructuring costs. See accompanying tables for details.
(2) Represents separation and other related costs associated with
restructuring activities under the company’s formal restructuring
programs.
(3) Primarily reflects equity income from the AstraZeneca LP and
Sanofi Pasteur MSD partnerships.
(4) Other (income) expense, net in the first six months of 2011
includes a charge of $500 million related to the resolution of the
arbitration proceeding with Johnson & Johnson and a $127 million
gain on the sale of certain manufacturing facilities and related
assets.
(5) The company calculates earnings per share pursuant to the
two-class method which requires the allocation of net income between
common shareholders and participating security holders. Net income
attributable to Merck & Co., Inc. common shareholders used to
calculate earnings per common share assuming dilution was $1,792
million and $2,020 million for the second quarter of 2012 and 2011,
respectively, and was $3,528 million and $3,059 million for the
first six months of 2012 and 2011, respectively.
(6) The GAAP effective tax rates for the second quarter and first
six months of 2012 were 32.1% and 30.8%, respectively. Excluding the
impact of the non-GAAP reconciling items detailed in the
accompanying tables, the effective tax rates were 25.8% and 25.3%
for the second quarter and first six months of 2012, respectively.
The GAAP effective tax rates for the second quarter and first six
months of 2011 were (22.8)% and 8.1%, respectively. Excluding the
impact of the non-GAAP reconciling items detailed in the
accompanying tables, the effective tax rates were 24.3% and 24.9%
for the second quarter and first six months of 2011, respectively.
                                                                 MERCK & CO., INC.
                                                             CONSOLIDATED STATEMENT OF
                                                                    OPERATIONS
                                                          GAAP TO NON-GAAP RECONCILIATION
                                                                      SECOND
                                                                   QUARTER 2012
                                                      (AMOUNTS IN MILLIONS, EXCEPT PER SHARE
                                                                     FIGURES)
                                                                    (UNAUDITED)
                                                                     Table 2a
                                                                GAAP        Acquisition-      Restructuring     Adjustment          Non-GAAP
                                                                          Related Costs(1)      Costs (2)        Subtotal
                                                             --------     --------------     ------------     ------------        ----------
Sales                                                         $12,311                                           $      -           $ 12,311
Costs, Expenses and Other
Materials and production                                        4,112            1,226              83             1,309              2,803
   Marketing and administrative                                 3,249               64              21                85              3,164
   Research and development                                     2,165              127              41               168              1,997
   Restructuring costs                                            144                              144               144                  -
   Equity income from affiliates                                 (142 )                                                -               (142 )
   Other (income) expense, net                                    103                                                  -                103
Income Before Taxes                                             2,680           (1,417 )          (289 )          (1,706 )            4,386
Taxes on Income                                                   860                                               (272 )   (3)      1,132
Net Income                                                      1,820                                             (1,434 )            3,254
Less: Net Income Attributable to Noncontrolling Interests          27                                                  -                 27
Net Income Attributable to Merck & Co., Inc.                  $ 1,793                                           $ (1,434 )         $  3,227
Earnings per Common Share Assuming Dilution                   $  0.58                                                              $   1.05    (4)
                                                             - ------                                                             -- ------
Average Shares Outstanding Assuming Dilution                    3,072                                                                 3,072
Tax Rate                                                         32.1 %                                                                25.8 %
                                                               ------ -                                                              ------ --
Merck is providing 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.
(1) Amounts included in materials and production costs reflect
expenses for the amortization of intangible assets recognized as a
result of mergers and acquisitions. Amounts included in marketing
and administrative expenses reflect merger integration costs.
Amounts included in research and development expenses represent
in-process research and development ("IPR&D") impairment charges.
(2) Amounts primarily include employee separation costs and
accelerated depreciation associated with facilities to be closed or
divested related to actions under the company’s formal restructuring
programs.
(3) Represents the estimated tax impact on the reconciling items.
(4) The company calculates earnings per share pursuant to the
two-class method which requires the allocation of net income between
common shareholders and participating security holders. Net income
attributable to Merck & Co., Inc. common shareholders used to
calculate non-GAAP earnings per common share assuming dilution was
$3,226 million for the second quarter of 2012.
                                                                 MERCK & CO., INC.
                                                             CONSOLIDATED STATEMENT OF
                                                                    OPERATIONS
                                                          GAAP TO NON-GAAP RECONCILIATION
                                                                        SIX
                                                            MONTHS ENDED JUNE 30, 2012
                                                               (AMOUNTS IN MILLIONS,
                                                             EXCEPT PER SHARE FIGURES)
                                                                    (UNAUDITED)
                                                                       Table
                                                                        2b
                                                               GAAP         Acquisition-      Restructuring     Adjustment          Non-GAAP
                                                                          Related Costs (1)     Costs (2)        Subtotal
                                                            --------     ---------------     ------------     ------------        ----------
Sales                                                        $24,041                                            $      -           $ 24,041
Costs, Expenses and Other
   Materials and production                                    8,150            2,455               88             2,543              5,607
   Marketing and administrative                                6,322              115               45               160              6,162
   Research and development                                    4,026              136               86               222              3,804
   Restructuring costs                                           363                               363               363                  -
   Equity income from affiliates                                (253 )                                                 -               (253 )
   Other (income) expense, net                                   247                                                   -                247
Income Before Taxes                                            5,186           (2,706 )           (582 )          (3,288 )            8,474
Taxes on Income                                                1,599                                                (548 )   (3)      2,147
Net Income                                                     3,587                                              (2,740 )            6,327
Less: Net Income Attributable to Noncontrolling Interests         56                                                   -                 56
Net Income Attributable to Merck & Co., Inc.                 $ 3,531                                            $ (2,740 )         $  6,271
Earnings per Common Share Assuming Dilution                  $  1.15                                                               $   2.04    (4)
                                                            - ------                                                              -- ------
Average Shares Outstanding Assuming Dilution                   3,074                                                                  3,074
Tax Rate                                                        30.8 %                                                                 25.3 %
                                                              ------ -                                                               ------ --
Merck is providing 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.
(1) Amounts included in materials and production costs reflect
expenses for the amortization of intangible assets recognized as a
result of mergers and acquisitions. Amounts included in marketing
and administrative expenses reflect merger integration costs.
Amounts included in research and development expenses represent
in-process research and development ("IPR&D") impairment charges.
(2) Amounts primarily include employee separation costs and
accelerated depreciation associated with facilities to be closed or
divested related to actions under the company’s formal restructuring
programs.
(3) Represents the estimated tax impact on the reconciling items.
(4) The company calculates earnings per share pursuant to the
two-class method which requires the allocation of net income between
common shareholders and participating security holders. Net income
attributable to Merck & Co., Inc. common shareholders used to
calculate non-GAAP earnings per common share assuming dilution was
$6,266 million for the first six months of 2012.
                                                             MERCK & CO., INC.
                                                       FRANCHISE / KEY PRODUCT SALES
                                                                 (AMOUNTS
                                                               IN MILLIONS)
                                                                  Table 3
                                                2012                                     2011                           % Change  % Change
                                        1Q       2Q     Jun YTD    1Q       2Q     Jun YTD    3Q       4Q     Full Year    2Q      Jun YTD
                                     -------  -------  -------  -------  -------  -------  -------  -------  ---------  --------  --------
TOTAL SALES (1)                      $11,731  $12,311  $24,041  $11,580  $12,151  $23,732  $12,022  $12,294    $48,047         1         1
                                     -------  -------  -------  -------  -------  -------  -------  -------  ---------  --------  --------
PHARMACEUTICAL                        10,082   10,560   20,642    9,820   10,360   20,179   10,354   10,755     41,289         2         2
  Primary Care and Women’s Health
    Cardiovascular
      Zetia                              614      632    1,246      582      592    1,174      614      640      2,428         7         6
      Vytorin                            444      445      889      480      459      939      469      475      1,882        -3        -5
    Diabetes & Obesity
      Januvia                            919    1,058    1,977      739      779    1,518      846      960      3,324        36        30
      Janumet                            392      411      802      305      321      626      350      386      1,363        28        28
    Respiratory
      Singulair                        1,340    1,431    2,771    1,328    1,354    2,682    1,336    1,461      5,479         6         3
      Nasonex                            375      293      668      373      323      696      266      325      1,286        -9        -4
      Clarinex                           134      140      273      155      209      364      128      129        621       -33       -25
      Asmanex                             48       51       99       60       47      107       42       57        206         8        -8
      Dulera                              39       50       89       13       25       37       22       37         96         *         *
    Women’s Health & Endocrine
      Fosamax                            184      186      370      208      221      429      215      211        855       -16       -14
      NuvaRing                           146      157      303      142      154      297      159      168        623         2         2
      Follistim AQ                       116      125      241      133      143      276      129      126        530       -12       -13
      Implanon                            76       85      161       60       81      141       80       74        294         5        14
      Cerazette                           67       72      139       59       66      125       74       69        268         9        11
    Other
      Maxalt                             156      154      310      173      131      304      156      178        639        17         2
      Arcoxia                            112      117      229      114      100      214      108      110        431        17         7
      Avelox                              73       44      117      106       61      167       59       95        322       -28       -30
  Hospital and Specialty
    Immunology
      Remicade                           519      518    1,037      753      842    1,595      561      511      2,667       -38       -35
      Simponi                             74       76      150       54       75      129       74       61        264         1        16
    Infectious Disease
      Isentress                          337      398      735      292      337      629      343      387      1,359        18        17
      PegIntron                          162      183      345      166      154      319      163      175        657        19         8
      Cancidas                           145      166      311      158      168      326      150      164        640        -1        -4
      Victrelis                          111      126      238        1       21       22       31       87        140         *         *
      Invanz                             101      110      211       87      103      189      107      110        406         7        12
      Primaxin                            88      104      192      136      136      272      124      119        515       -24       -30
      Noxafil                             59       66      125       55       56      110       61       59        230        19        13
    Oncology
      Temodar                            237      225      461      248      234      481      223      230        935        -4        -4
      Emend                              102      145      247       87      120      207       98      114        419        21        19
    Other
      Cosopt / Trusopt                   124      105      229      114      122      236      124      117        477       -14        -3
      Bridion                             58       60      118       41       47       89       52       60        201        27        33
      Integrilin                          53       60      113       64       56      120       53       57        230         7        -6
  Diversified Brands
      Cozaar / Hyzaar                    336      337      674      426      406      832      404      427      1,663       -17       -19
      Propecia                           108      100      208      106      112      218      112      117        447       -11        -5
      Zocor                              103       96      199      127      107      234      110      111        456       -10       -15
      Claritin Rx                         87       48      134      120       65      186       55       74        314       -27       -28
      Remeron                             57       66      123       60       57      117       65       59        241        16         5
      Proscar                             51       55      106       60       53      113       58       52        223         4        -6
      Vasotec / Vaseretic                 53       49      102       57       59      116       57       58        231       -18       -12
  Vaccines
      Gardasil                           284      324      608      214      277      490      445      274      1,209        17        24
      ProQuad, M-M-R II and Varivax      255      316      571      244      291      535      391      276      1,202         9         7
      RotaTeq                            142      142      284      125      148      272      184      195        651        -4         4
      Zostavax                            76      148      224       24      122      146      108       78        332        22        54
      Pneumovax                          112      101      213       79       64      143      133      222        498        57        49
  Other Pharmaceutical (2)             1,013      985    2,000      892    1,064    1,957    1,018    1,064      4,038        -7         2
ANIMAL HEALTH                            821      865    1,686      758      802    1,560      826      868      3,253         8         8
CONSUMER CARE                            554      552    1,106      517      541    1,058      421      361      1,840         2         5
  Claritin OTC                           169      145      314      167      134      301      118       92        511         8         4
Other Revenues (3)                       274      333      608      486      448      935      421      310      1,666       -26       -35
  Astra                                  186      223      409      322      306      628      299      256      1,184       -27       -35
                                     -------  -------  -------  -------  -------  -------  -------  -------  ---------  --------  --------
* 100% or greater
Sum of quarterly amounts may not equal year-to-date amounts due to
rounding.
(1) Only select products are shown.
(2) Includes Pharmaceutical products not individually
shown above. Other Vaccines sales included in Other Pharmaceutical
were $60 million and $75 million for the first and second quarters
of 2012, respectively. Other Vaccines sales included in Other
Pharmaceutical were $54 million, $67 million, $100 million and $62
million for the first, second, third and fourth quarters of 2011,
respectively.
(3) Other revenues are primarily comprised of alliance
revenue, miscellaneous corporate revenues and third party
manufacturing sales.

SOURCE: Merck & Co., Inc.

Merck & Co., Inc. 
Media Contacts: 
Ron Rogers, 908-423-6449 
Steve Cragle, 908-423-3461 
or 
Investor Contacts: 
Carol Ferguson, 908-423-4465 
Alex Kelly, 908-423-5185
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