OREANDA-NEWS. Merck (NYSE:MRK), known as MSD outside the United States and Canada, today announced financial results for the fourth quarter and full year of 2014.

Fourth Quarter Year Ended
Dec. 31, Dec. 31,
\$ in millions, except EPS amounts 2014 2013 2014 2013
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.

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

Fourth Quarter Year Ended
Dec. 31, Dec. 31,
\$ in millions, except EPS amounts 2014 2013 2014 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

Select Business Highlights

In 2014, Merck took proactive, strategic action to sharpen its commercial and research and development (R&D) focus, redesign its operating model and reduce its cost base. Through consistent execution of these actions, the company continued to transform into a more competitive, more innovative company and is building a platform for sustained future growth.

“Our stronger focus has led to better, consistent execution, and our results in 2014 demonstrate the significant progress we’ve made in evolving the company to better serve health care markets around the world,” said Kenneth C. Frazier, chairman and chief executive officer, Merck. “As we look forward to 2015 and beyond, we will continue to focus our resources on those internal and external opportunities that can generate the most value for patients, customers and shareholders.”

“While we are transforming the way Merck operates and executes, our fundamental strategy has remained consistent. Our success and our future will continue to be predicated on innovating at the intersection of scientific opportunity and global unmet medical need. This is the best pathway to sustainable, long-term growth,” continued Frazier.

Worldwide sales were \$10.5 billion for the fourth quarter of 2014, a decrease of 7 percent compared with the fourth quarter of 2013, including a 3 percent negative impact from foreign exchange and a 7 percent negative impact from patent expiries and divestitures, including the Consumer Care business. Full-year 2014 worldwide sales were \$42.2 billion, a decrease of 4 percent compared with the full year of 2013, including a 1 percent negative impact from foreign exchange and a 4 percent negative impact from patent expiries and divestitures, including the Consumer Care business.

The following table reflects sales of the company’s top pharmaceutical products, as well as total sales of Animal Health and Consumer Care products.

Year Year
Fourth Fourth Change Ended Ended Change
Quarter Quarter Ex- Dec. 31, Dec. 31, Ex-
\$ in millions 2014 2013 Change Exchange 2014 2013 Change Exchange
Total Sales \$10,482 \$11,319 -7% -4% \$42,237 \$44,033 -4% -3%
Pharmaceutical 9,370 9,760 -4% 0% 36,042 37,437 -4% -2%
JANUVIA/
JANUMET 1,652 1,624 2% 6% 6,002 5,833 3% 4%
ZETIA/
VYTORIN 1,032 1,152 -10% -7% 4,166 4,300 -3% -2%
REMICADE 557 620 -10% -3% 2,372 2,271 4% 4%
GARDASIL 356 394 -10% -6% 1,738 1,831 -5% -3%
ISENTRESS 418 442 -5% -1% 1,673 1,643 2% 3%
PROQUAD,
M-M-R II and
VARIVAX 366 273 34% 36% 1,394 1,306 7% 8%
NASONEX 268 327 -18% -15% 1,099 1,335 -18% -16%
SINGULAIR 319 298 7% 16% 1,092 1,196 -9% -4%
Animal Health 885 871 2% 8% 3,454 3,362 3% 5%
Consumer Care 16 390 -96% -96% 1,547 1,894 -18% -17%
Other Revenues 211 298 -29% -63% 1,194 1,340 -11% -24%

Commercial and Pipeline Highlights

  • The company continued to make steady progress in advancing its late-stage pipeline, and received U.S. approval for six new products in 2014 that are launching in 2015, including novel medicines KEYTRUDA (pembrolizumab) for the treatment of advanced melanoma in patients whose disease has progressed after other therapies and BELSOMRA (suvorexant) for the treatment of insomnia.
  • Additionally, as part of its acquisition of Cubist Pharmaceuticals, Inc. (Cubist), the company acquired ZERBAXA (ceftolozane/tazobactam), an antibiotic approved by the U.S. Food and Drug Administration (FDA) in December 2014 to treat Gram-negative bacteria, a key cause of in-hospital infections. The company is preparing to launch ZERBAXA immediately in the United States.
  • Merck continued to accelerate its KEYTRUDA program.
    • In September 2014, the FDA granted approval of KEYTRUDA, the first FDA-approved anti-PD-1 therapy. An estimated 2,000 patients were receiving treatment with KEYTRUDA in December 2014.
    • KEYTRUDA received Breakthrough Therapy Designation from the FDA for advanced non-small cell lung cancer (NSCLC) in 2014. Last month, the company announced that it expects to submit a supplemental Biologics License Application in mid-year 2015 to the FDA for KEYTRUDA for the treatment of patients with Epidermal Growth Factor Receptor (EGFR) mutation-negative and Anaplastic Lymphoma Kinase (ALK) rearrangement-negative NSCLC whose disease has progressed on or following platinum-containing chemotherapy.
    • KEYTRUDA continues to be studied in more than 30 cancers and in 20 combination settings, and Merck has presented data in a number of different tumor types.
  • The company accelerated its hepatitis C virus (HCV) clinical development program in 2014.
    • Merck recently announced that it expects to file a New Drug Application (NDA) with the FDA in the first half of 2015 for grazoprevir/elbasvir (MK-5172/MK-8742), the company’s investigational oral, once-daily combination regimen for the treatment of chronic HCV infection.
      • On Jan. 30, 2015, the company received notification from the FDA of its intent to rescind Breakthrough Therapy Designation status for this combination treatment regimen, citing the availability of other recently approved treatments for Genotype 1 patients. The company expects to discuss this matter with the FDA and does not expect that it will impact its ability to file an NDA for this combination regimen or the timing of that filing.
    • The company has started the Phase 2 C-CREST studies to study combination regimens of grazoprevir and MK-3682 (formerly IDX21437) with either elbasvir or MK-8408 for the treatment of HCV infection. The company expects to begin Phase 3 studies in 2015.
  • The company continued to build upon its legacy and leadership in vaccines with the approval of GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant), which was approved by the FDA in December 2014 to prevent cancers and other diseases caused by nine HPV types.
  • The company anticipates an FDA advisory committee meeting will be held in the first quarter of 2015 to review BRIDION (sugammadex), an investigational agent for the reversal of neuromuscular blockade induced by rocuronium or vecuronium. If approved, the company expects to launch BRIDION later in 2015.
  • The company strengthened its antibiotics portfolio by acquiring Cubist; its hepatitis pipeline by acquiring Idenix Pharmaceuticals, Inc.; and its oncology pipeline by acquiring OncoEthix.

Pharmaceutical Revenue Performance

Fourth-quarter pharmaceutical sales declined 4 percent to \$9.4 billion, including a 4 percent negative impact from foreign exchange and a 3 percent negative impact reflecting approximately \$200 million of lower sales from patent expiries and product divestitures. Also contributing to the decline were lower sales of ZETIA (ezetimibe)/VYTORIN (ezetimibe/ simvastatin), medicines for lowering LDL cholesterol; the HCV portfolio of VICTRELIS (boceprevir) and PEGINTRON (peginterferon alfa-2b); and REMICADE (infliximab), a treatment for inflammatory diseases. These declines were partially offset by growth in the four core therapeutic areas of vaccines, diabetes, hospital acute care and oncology. The growth in oncology reflects the launch of KEYTRUDA whose sales were \$50 million in the fourth quarter of 2014. Full-year 2014 pharmaceutical sales declined 4 percent to \$36.0 billion, including a 2 percent negative impact from foreign exchange and a 3 percent negative impact from patent expiries and product divestitures.

Animal Health Revenue Performance

Animal Health sales totaled \$885 million for the fourth quarter of 2014, an increase of 2 percent compared with the fourth quarter of 2013, including a 6 percent negative impact from foreign exchange. Growth was driven by increases across most species. In companion animals, growth was supported by the global launch of BRAVECTO (fluralaner), a chewable tablet that kills fleas and ticks in dogs for up to 12 weeks. Worldwide sales for the full year of 2014 were \$3.5 billion, an increase of 3 percent, including a 2 percent negative impact from foreign exchange. Full-year 2014 results reflect the company’s decision in the third quarter of 2013 to voluntarily suspend the sale of ZILMAX (zilpaterol hydrochloride), a feed supplement for beef cattle, in the United States and Canada. Excluding ZILMAX, full-year 2014 sales grew 7 percent, including a 2 percent negative impact from foreign exchange.

Other Revenue Performance

Other revenues – primarily comprising alliance revenue, miscellaneous corporate revenues and third-party manufacturing sales – decreased 29 percent to \$211 million compared to the fourth quarter of 2013. The decrease was driven primarily by the loss of revenue from AstraZeneca (AZ) recorded by Merck, which was \$193 million in the fourth quarter of 2013. On June 30, 2014, AZ exercised its option to buy the company’s interest in a subsidiary and, through it, the company’s interest in Nexium and Prilosec. Other revenues decreased 11 percent to \$1.2 billion for the full year of 2014.

Fourth-Quarter and Full-Year 2014 Expense and Other Information

The costs detailed below totaled \$9.3 billion on a GAAP basis during the fourth quarter of 2014 and include \$2.0 billion of acquisition- and divestiture-related costs and restructuring costs and certain other items.

\$ in millions Included in expenses for the period
Acquisition- and
Divestiture-
Fourth Quarter Related Restructuring
2014 GAAP Costs(4) Costs Non-GAAP(1)
Materials and production \$3,749 \$984 \$105 \$2,660
Marketing and administrative 2,924 81 57 2,786
Research and development 2,283 329 108 1,846
Restructuring costs 349 – 349 –
Fourth Quarter
2013
Materials and production \$4,607 \$1,301 \$253 \$3,053
Marketing and administrative 2,982 32 81 2,869
Research and development 1,836 15 63 1,758
Restructuring costs 565 – 565 –

The costs detailed below totaled \$36.6 billion on a GAAP basis for the full year of 2014 and include \$8.0 billion of acquisition-related costs and restructuring costs and certain other items.

\$ in millions Included in expenses for the period
Acquisition- and
Divestiture-
Year Ended Related Restructuring Certain
Dec. 31, 2014 GAAP Costs(4) Costs Other Items Non-GAAP(1)
Materials and production \$16,768 \$5,254 \$482 \$– \$ 11,032
Marketing and administrative 11,606 234 200 193 10,979
Research and development 7,180 365 283 – 6,532
Restructuring costs 1,013 – 1,013 – –
Year Ended
Dec. 31, 2013
Materials and production \$16,954 \$5,176 \$446 \$– \$11,332
Marketing and administrative 11,911 94 145 – 11,672
Research and development 7,503 279 101 – 7,123
Restructuring costs 1,709 – 1,709 – –

The gross margin was 64.2 percent for the fourth quarter of 2014 compared to 59.3 percent for the fourth quarter of 2013, reflecting 10.4 and 13.7 unfavorable percentage point impacts, respectively, from the acquisition- and divestiture-related costs and restructuring costs noted above. The gross margin was 60.3 percent for the full year of 2014 compared to 61.5 percent for the full year of 2013, reflecting 13.6 and 12.8 unfavorable percentage point impacts, respectively, from the acquisition- and divestiture-related costs and restructuring costs noted above.

Marketing and administrative expenses, on a non-GAAP basis, were \$2.8 billion in the fourth quarter of 2014, a decrease from \$2.9 billion in the same period of 2013, which was primarily driven by the sale of the Consumer Care business. Full-year marketing and administrative expenses in 2014, on a non-GAAP basis, were \$11.0 billion, a decrease from \$11.7 billion in 2013. The declines were primarily due to productivity measures and divestitures.

R&D expenses, on a non-GAAP basis, were \$1.8 billion in the fourth quarter of 2014, a 5 percent increase compared to the fourth quarter of 2013. Full-year R&D expenses in 2014, on a non-GAAP basis, were \$6.5 billion, a decrease from \$7.1 billion in 2013. The full-year decline reflects targeted cost reductions and lower clinical development spending resulting from portfolio prioritization.

Other (income) expense, net, was \$10.6 billion of income in the fourth quarter of 2014 compared to \$157 million of expense in the fourth quarter of 2013. Other (income) expense, net, was \$11.4 billion of income for the full year of 2014 compared to \$815 million of expense for the full year of 2013. Other (income) expense, net in the fourth quarter and full year of 2014 includes an \$11.2 billion gain on the divestiture of the Consumer Care business and a \$628 million loss on the extinguishment of debt.

The GAAP effective tax rates of 38.0 percent for the fourth quarter of 2014 and 30.9 percent for the full year of 2014 reflect the impacts of acquisition- and divestiture-related costs, restructuring costs and certain other items, including the impact of the gain on the divestiture of the Consumer Care business being taxed primarily at combined U.S. federal and state tax rates. The non-GAAP effective tax rates, which exclude these items, were 20.0 percent for the fourth quarter and 24.3 percent for the full year of 2014. Both the GAAP and non-GAAP effective tax rates for the fourth quarter and full year of 2014 include the favorable impact of tax legislation enacted in the fourth quarter of 2014.

Financial Outlook

Merck expects its full-year 2015 non-GAAP EPS range to be between \$3.32 and \$3.47, including a \$0.27 negative impact from foreign exchange. The range excludes acquisition- and divestiture-related costs and costs related to restructuring programs. Merck expects its full-year 2015 GAAP EPS range to be between \$1.62 and \$1.91.

At mid-January 2015 exchange rates, Merck anticipates full-year 2015 revenues to be between \$38.3 billion and \$39.8 billion, including a \$2.6 billion negative impact from foreign exchange and approximately \$1 billion of net lost sales from acquisitions and divestitures.

In addition, the company expects full-year 2015 non-GAAP marketing and administrative expenses to be below 2014 levels and R&D expenses to be modestly above 2014 levels.

The company anticipates its full-year 2015 non-GAAP tax rate will be in the range of 22 to 23 percent, not including a 2015 R&D tax credit.

A reconciliation of anticipated 2015 EPS, as reported in accordance with GAAP to non-GAAP EPS that excludes certain items, is provided in the table below.

Full Year
\$ in millions, except EPS amounts 2015
GAAP EPS \$1.62 to \$1.91
Difference3 1.70 to 1.56
Non-GAAP EPS that excludes items listed below \$3.32 to \$3.47
Acquisition- and divestiture-related costs \$5,000 to \$4,700
Restructuring costs 950 to 750
Net decrease (increase) in income before taxes 5,950 to 5,450
Estimated income tax (benefit) expense (1,100) to (1,000)
Decrease (increase) in net income \$4,850 to \$4,450

Total Employees

As of Dec. 31, 2014, Merck had approximately 70,000 employees worldwide, including the company’s joint ventures in China and Brazil.


Forward-Looking Statement

This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of Merck’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline products that the products will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; Merck’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of Merck’s patents and other protections for innovative products; and the exposure to litigation, including patent 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 2013 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 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 Tables 2a and 2b, 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 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.

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF INCOME - GAAP

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 1

GAAP

GAAP

4Q14

4Q13

% Change

Dec YTD

2014

Dec YTD

2013

% Change

Sales \$ 10,482 \$ 11,319 -7 % \$ 42,237 \$ 44,033 -4 %
Costs, Expenses and Other
Materials and production (1) 3,749 4,607 -19 % 16,768 16,954 -1 %
Marketing and administrative (1) 2,924 2,982 -2 % 11,606 11,911 -3 %
Research and development (1) 2,283 1,836 24 % 7,180 7,503 -4 %
Restructuring costs (2) 349 565 -38 % 1,013 1,709 -41 %
Equity income from affiliates (3) (16 ) (53 ) -70 % (257 ) (404 ) -36 %
Other (income) expense, net (1) (4) (10,618 ) 157 * (11,356 ) 815 *
Income Before Taxes 11,811 1,225 * 17,283 5,545 *
Income Tax Provision 4,484 410 5,349 1,028
Net Income 7,327 815 * 11,934 4,517 *
Less: Net Income Attributable to Noncontrolling Interests 11 34 14 113
Net Income Attributable to Merck & Co., Inc. \$ 7,316 \$ 781 * \$ 11,920 \$ 4,404 *
Earnings per Common Share Assuming Dilution \$ 2.54 \$ 0.26 * \$ 4.07 \$ 1.47 *
Average Shares Outstanding Assuming Dilution 2,880 2,959 2,928 2,996
Tax Rate (5) 38.0 % 33.5 % 30.9 % 18.5 %
* 100% or greater

(1) Amounts include the impact of acquisition and divestiture-related costs, restructuring costs and certain other items. See accompanying tables for details.
(2) Represents separation and other related costs associated with restructuring activities under the company's formal restructuring programs.
(3) Reflects the performance of the company’s joint ventures and other equity method affiliates, including the Sanofi Pasteur MSD partnership, as well as the AstraZeneca LP partnership until its termination on June 30, 2014.
(4) Other (income) expense, net in the fourth quarter and full year of 2014 includes an \$11.2 billion gain on the divestiture of Merck's Consumer Care business and a \$628 million loss on the extinguishment of debt. In addition, other (income) expense, net for the full year of 2014 includes a gain of \$741 million related to AstraZeneca's option exercise, gains of \$480 million on the divestiture of certain ophthalmic products in several international markets, and gains of \$204 million related to the divestiture of the company's Sirna Therapeutics, Inc. subsidiary, as well as a \$93 million goodwill impairment charge related to the company's joint venture with Supera Farma Laboratorios S.A. Other (income) expense, net in 2013 reflects approximately \$140 million of exchange losses as a result of a Venezuelan currency devaluation.
(5) The effective income tax rates for the fourth quarter and full year of 2014 include the impact of the gain on the divestiture of Merck's Consumer Care business being taxed primarily at combined U.S. federal and state tax rates. The effective income tax rates for the fourth quarter and full year of 2014 also reflect the favorable impact of tax legislation enacted in the fourth quarter of 2014. In addition, the effective income tax rate for the full year of 2014 reflects 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 of 2014.
The effective income tax rate for the full year of 2013 reflects net benefits from the settlements of certain federal income tax issues, reductions in tax reserves upon expiration of applicable statute of limitations and the favorable impact of tax legislation enacted in the first quarter of 2013.
MERCK & CO., INC.
CONSOLIDATED STATEMENT OF INCOME
GAAP TO NON-GAAP RECONCILIATION
FOURTH QUARTER 2014
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)
(UNAUDITED)
Table 2a
GAAP

Acquisition and Divestiture-

Related Costs (1)

Restructuring

Costs (2)

 Certain Other Items (3) Adjustment Subtotal Non-GAAP
Sales \$ 10,482 \$ 10,482
Costs, Expenses and Other
Materials and production 3,749 984 105 1,089 2,660
Marketing and administrative 2,924 81 57 138 2,786
Research and development 2,283 329 108 437 1,846
Restructuring costs 349 349 349 -
Equity income from affiliates (16 ) (16 )
Other (income) expense, net (10,618 ) (10,679 ) (10,679 ) 61
Income Before Taxes 11,811 (1,394 ) (619 ) 10,679 8,666 3,145
Taxes on Income 4,484 3,854 ((4 )) 630
Net Income 7,327 4,812 2,515
Less: Net Income Attributable to Noncontrolling Interests 11 11
Net Income Attributable to Merck & Co., Inc. \$ 7,316 \$ 4,812 \$ 2,504
Earnings per Common Share Assuming Dilution \$ 2.54 \$ 0.87
Average Shares Outstanding Assuming Dilution 2,880 2,880
Tax Rate 38.0 % 20.0 %
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, as well as transaction and certain other costs related to business acquisitions and divestitures. Amounts included in research and development expenses reflect a \$316 million charge resulting from an increase in the fair value of a liability for contingent consideration, as well as in-process research and development (“IPR&D”) impairment charges of \$13 million.
(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) Included in other (income) expense, net is an \$11.2 billion gain on the divestiture of Merck's Consumer Care business, an additional gain of \$84 million on the divestiture of certain ophthalmic products in several international markets and a \$628 million loss on the extinguishment of debt.
(4) Represents the estimated tax impact on the reconciling items.
MERCK & CO., INC.
CONSOLIDATED STATEMENT OF INCOME
GAAP TO NON-GAAP RECONCILIATION
FULL YEAR 2014
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)
(UNAUDITED)
Table 2b
GAAP

Acquisition and Divestiture-

Related Costs (1)

Restructuring

Costs (2)

 Certain Other Items (3) Adjustment Subtotal Non-GAAP
Sales \$ 42,237 \$ 42,237
Costs, Expenses and Other
Materials and production 16,768 5,254 482 5,736 11,032
Marketing and administrative 11,606 234 200 193 627 10,979
Research and development 7,180 365 283 648 6,532
Restructuring costs 1,013 1,013 1,013 -
Equity income from affiliates (257 ) (257 )
Other (income) expense, net (11,356 ) 93 (11,811 ) (11,718 ) 362
Income Before Taxes 17,283 (5,946 ) (1,978 ) 11,618 3,694 13,589
Taxes on Income 5,349 2,045 ((4 )) 3,304
Net Income 11,934 1,649 10,285
Less: Net Income Attributable to Noncontrolling Interests 14 (56 ) (56 ) 70
Net Income Attributable to Merck & Co., Inc. \$ 11,920 \$ 1,705 \$ 10,215
Earnings per Common Share Assuming Dilution \$ 4.07 \$ 3.49
Average Shares Outstanding Assuming Dilution 2,928 2,928
Tax Rate 30.9 % 24.3 %
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 of \$4.2 billion for the amortization of intangible assets recognized as a result of mergers and acquisitions, as well as \$1.1 billion of impairment charges on product intangibles. Amounts included in marketing and administrative expenses reflect merger integration costs, as well as transaction and certain other costs related to business acquisitions and divestitures. Amounts included in research and development expenses reflect a charge of \$316 million resulting from an increase in the fair value of a liability for contingent consideration, as well as in-process research and development (“IPR&D”) impairment charges of \$49 million primarily related to the company's joint venture with Supera. Amount included in other (income) expense, net represents a goodwill impairment charge related to the joint venture with Supera. Amount included in net income attributable to non-controlling interests represents the portion of intangible asset and goodwill impairment charges related to the joint venture with Supera that are attributable to non-controlling interests.
(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) Amount included in marketing and administrative expenses represents an additional year of expense related to the healthcare reform fee in accordance with final regulations issued in the third quarter by the Internal Revenue Service. Included in other (income) expense, net is an \$11.2 billion gain on the divestiture of Merck's Consumer Care business, a \$741 million gain related to AstraZeneca's option exercise, gains of \$480 million on the divestiture of certain ophthalmic products in several international markets and a \$628 million loss on the extinguishment of debt.
(4) Represents the estimated tax impact on the reconciling items, including a net benefit of approximately \$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.
MERCK & CO., INC.
FRANCHISE / KEY PRODUCT SALES
(AMOUNTS IN MILLIONS)
Table 3
2014 2013 % Change % Change
1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year
4Q Full Year
TOTAL SALES (1) \$ 10,264 \$ 10,934 \$ 10,557 \$ 10,482 \$ 42,237 \$ 10,671 \$ 11,010 \$ 11,032 \$ 11,319 \$ 44,033 -7 -4
PHARMACEUTICAL 8,451 9,087 9,134 9,370 36,042 8,891 9,310 9,475 9,760 37,437 -4 -4
Primary Care and Women's Health
Cardiovascular
Zetia 611 717 660 662 2,650 629 650 662 716 2,658 -8 0
Vytorin 361 417 369 370 1,516 394 417 396 436 1,643 -15 -8
Diabetes
Januvia 858 1,058 933 1,082 3,931 884 1,072 927 1,121 4,004 -3 -2
Janumet 476 519 505 570 2,071 409 474 442 503 1,829 13 13
General Medicine & Women's Health
NuvaRing 168 178 186 191 723 151 171 170 193 686 -1 5
Implanon / Nexplanon 102 119 158 123 502 84 102 96 120 403 2 25
Dulera 102 103 124 132 460 68 79 82 95 324 39 42
Follistim AQ 110 102 97 102 412 122 134 124 101 481 1 -14
Hospital and Specialty
Hepatitis
PegIntron 112 103 84 81 381 126 142 104 124 496 -34 -23
Victrelis 59 46 27 21 153 110 116 121 81 428 -74 -64
HIV
Isentress 390 453 412 418 1,673 362 412 427 442 1,643 -5 2
Acute Care
Cancidas 166 156 183 175 681 162 163 151 183 660 -4 3
Invanz 114 134 141 139 529 110 120 130 128 488 9 8
Noxafil 74 98 107 122 402 65 71 75 98 309 25 30
Bridion 73 82 90 95 340 63 69 75 82 288 15 18
Primaxin 71 81 91 86 329 84 85 88 79 335 9 -2
Immunology
Remicade 604 607 604 557 2,372 549 527 574 620 2,271 -10 4
Simponi 157 174 170 188 689 108 120 126 146 500 29 38
Other
Cosopt / Trusopt 99 100 34 25 257 105 103 104 103 416 -76 -38
Oncology
Emend 122 144 136 151 553 116 135 123 134 507 13 9
Temodar 83 93 88 86 350 216 219 162 111 708 -23 -51
Keytruda 0 0 4 50 55 0 0 0 0 0 * *
Diversified Brands
Respiratory
Nasonex 312 258 261 268 1,099 385 325 297 327 1,335 -18 -18
Singulair 271 284 218 319 1,092 337 281 280 298 1,196 7 -9
Clarinex 62 69 49 52 232 61 64 54 55 235 -6 -1
Other
Cozaar / Hyzaar 205 214 195 192 806 267 255 238 246 1,006 -22 -20
Arcoxia 128 141 132 118 519 121 121 112 131 484 -9 7
Fosamax 123 121 114 112 470 137 144 140 139 560 -20 -16
Propecia 74 58 66 67 264 68 67 71 77 283 -13 -7
Zocor 64 69 61 64 258 82 74 65 79 301 -19 -14
Remeron 50 40 47 56 193 52 53 44 56 206 -1 -6
Vaccines
Gardasil 383 409 590 356 1,738 390 383 665 394 1,831 -10 -5
ProQuad, M-M-R II and Varivax 280 326 421 366 1,394 272 339 421 273 1,306 34 7
Zostavax 142 156 181 285 765 168 141 185 264 758 8 1
Pneumovax 23 101 102 197 346 746 111 108 193 241 653 44 14
RotaTeq 169 147 174 169 659 162 144 201 129 636 31 4
Other Pharmaceutical (2) 1,175 1,209 1,225 1,174 4,778 1,361 1,430 1,350 1,435 5,570 -18 -14
ANIMAL HEALTH 813 872 885 885 3,454 840 851 800 871 3,362 2 3
CONSUMER CARE (3) 546 583 401 16 1,547 571 490 443 390 1,894 -96 -18
Claritin OTC 170 153 110 1 434 177 78 123 92 471 -99 -8
Other Revenues (4) 454 392 137 211 1,194 369 359 314 298 1,340 -29 -11
Astra 147 316 1 0 465 262 245 220 193 920 * -50