/Merck Announces Third-Quarter 2010 Financial Results

NEWS

Merck Announces Third-Quarter 2010 Financial Results

Merck

2010/10/29

Non-GAAP EPS of $0.85, Excluding Certain Items; GAAP EPS of $0.11, for the Quarter
Strong Sales of Key Pharmaceutical Products; Solid Performance by Consumer Care and Animal Health Units
New Product Launches and Progressing Pipeline Drive Business Momentum
On Track to Meet Synergy Target of $3.5 Billion in Annual Savings by End of 2012
Raised Lower End of 2010 Non-GAAP EPS Target Range Due to Solid Year-to-Date Performance; Long-Term Non-GAAP EPS Growth Rate Target Reaffirmed

Merck & Co., Inc. (NYSE: MRK) today announced financial results for the third quarter of 2010. The company reported non-GAAP (generally accepted accounting principles) earnings per share (EPS) for the third quarter of $0.85, which excludes purchase accounting adjustments, restructuring costs, merger-related expenses and a $950 million legal reserve. Third-quarter GAAP EPS was $0.11.

Worldwide sales for the third quarter of 2010 were $11.1 billion. Net income1 for the third quarter was $342 million.

For the first nine months of 2010, worldwide sales were $33.9 billion and net income was $1.4 billion.

A reconciliation of EPS as reported in accordance with GAAP to EPS, excluding certain items, is provided in the table that follows. The third quarter and year-to-date 2009 results below reflect legacy Merck on a stand-alone basis.

Quarter Ended Sept. 30

Nine Months Ended Sept. 30

2010

2009

2010

2009

GAAP EPS

$ 0.11

$ 1.61

$ 0.44

$ 3.03

EPS impact of items*

0.74

(0.71)

2.10

(0.56)

Non-GAAP EPS that excludes certain items listed below****2

$ 0.85

$ 0.90

$ 2.54

$ 2.47

** Amount calculated as follows (in millions except per share amounts)*

Third- Quarter 2010

Third- Quarter 2009

Nine Months Ended Sept. 30, 2010

Nine Months Ended Sept. 30, 2009

Purchase accounting adjustments

$ 1,540

$ —

$ 5,576

$ —

Merger restructuring program

384

—

1,497

—

Costs related to other restructuring programs

117

135

484

Merger-related costs

144

235

257

Legal reserve

950

—

950

—

Gain on AstraZeneca’s asset option exercise

—

(443)

—

Gain from sale of interest in Merial

—

(2,763)

—

(2,763)

Net decrease (increase) in income before taxes

2,941

(2,502)

7,950

(2,022)

Income tax (benefit) expense3

(638)

986

(1,383)

848

Decrease (increase) in net income

$ 2,303

$ (1,516)

$ 6,567

$ (1,174)

EPS impact of items

$ 0.74

$ (0.71)

$ 2.10

$ (0.56)

“We are pleased with the third quarter as well as our overall execution during Merck’s first year as a combined company following the merger,” said Richard T. Clark, chairman and chief executive officer. “Our key products are performing well, and at the same time we are launching new products, advancing our robust R&D pipeline and achieving our important merger synergies. One year later, Merck is a much stronger, unified organization that is well-positioned for the future.”

Select Business Highlights

New four-year data on odanacatib, the company’s investigational treatment for osteoporosis in post-menopausal women, was presented last week at the American Society for Bone and Mineral Research annual meeting. Clinical and preclinical studies continue to provide data on the potential of odanacatib to increase bone density, cortical thickness and bone strength when treating osteoporosis.
Also, full data results for two pivotal late-stage studies for boceprevir, for the treatment of hepatitis C, will be presented Nov. 1 and 2 at the annual meeting of the American Association for the Study of Liver Disease.
Safety and efficacy data from the DEFINE study for anacetrapib for the treatment of atherosclerosis will be presented in a late-breaker presentation on Nov. 17, at the American Heart Association’s Scientific Sessions.
In the quarter, the company also launched three new medicines: the intravenous (IV) formulation of BRINAVESS (vernakalant) for the treatment of atrial fibrillation in adults in the European Union (EU), Iceland and Norway; DULERA (mometasone furoate and formoterol fumarate dihydrate) for the treatment of asthma in the United States; and DAXAS (roflumilast) for the treatment of symptomatic COPD in Canada and certain European markets, through a partnership.
The company is making progress growing its business in emerging markets, with 18 percent of sales from human health pharmaceuticals and vaccines coming from these markets in the quarter.
Merck continues to secure strategic research and development collaborations, including agreements this quarter with Alectos Therapeutics and NicOx, to develop targeting technologies for new compounds. In addition, the company signed an agreement to allow Lundbeck to distribute SYCREST (asenapine), Merck’s treatment for bipolar disorder, in all markets outside the United States, China and Japan.
Merck’s subsidiary, Schering-Plough (Ireland) Company and Centocor Ortho Biotech Inc., a Johnson & Johnson subsidiary, have concluded the arbitration hearing regarding Remicade and Simponi, and will file post-hearing briefs and present arguments to the arbitration panel in late December. Merck anticipates a decision in 2011.

Third-Quarter Financial Results

The following supplemental combined third-quarter 2009 non-GAAP sales are adjusted to reflect a full quarter of legacy Merck and legacy Schering-Plough combined results. This supplemental information is provided to enhance investors’ understanding of the company’s products and overall business performance and should be considered in addition to, but not in lieu of, sales recorded in accordance with GAAP.

GAAP 3Q10

GAAP 3Q09

Adj. 3Q09

Supp. Comb. Non-GAAP 3Q09

Total Sales

$ 11,125

$ 6,050

$ 5,481

$ 11,531

Human Health4

9,660

5,676

4,425

10,101

Animal Health

687

—

664

Consumer Care4

291

—

283

Other Revenues5

487

374

109

483

The third quarter 2010 results discussed below reflect the performance of the combined company. The increases noted in quarterly comparisons are largely due to the inclusion of legacy Schering-Plough operations in 2010 results, but not in 2009 results.

Materials and production costs were $4.2 billion for the third quarter of 2010, compared to $1.4 billion for the third quarter of 2009. The third quarter of 2010 includes $1.4 billion of costs related to the amortization of intangible assets and purchase accounting adjustments to inventories as a result of the merger. The third quarters of 2010 and 2009 include $44 million and $27 million, respectively, for costs associated with restructuring programs. The gross margin was 62.3 percent for the third quarter of 2010, reflecting a 12.6 percentage point unfavorable impact from the purchase accounting adjustments and restructuring costs noted above.

Marketing and administrative expenses were $3.2 billion for the third quarter of 2010, which include $130 million of restructuring costs and $64 million of merger-related costs. Marketing and administrative costs were $1.7 billion for the third quarter of 2009. Costs for the third quarter of 2009 include $56 million of merger-related expenses.

Research and development expenses were $2.3 billion for the third quarter of 2010, which include $189 million for in-process research and development impairments and $163 million for restructuring activities. Expenses for 2009 were $1.3 billion for the quarter, which include $48 million of costs for restructuring activities.

Restructuring costs, primarily related to employee separations, were $50 million for the third quarter of 2010 compared with $42 million for the third quarter of 2009.

Total overall costs associated with the company’s global restructuring programs included in materials and production, marketing and administrative, research and development, and restructuring costs were $387 million and $117 million for the third quarters of 2010 and 2009, respectively, primarily comprised of employee separation costs and accelerated depreciation.

Equity income from affiliates was $236 million in the third quarter of 2010. Equity income from affiliates no longer reflects any contribution from the Merck/Schering-Plough partnership or from Merial Limited.

Other (income) expense was $1.1 billion of expense in the third quarter of 2010, which includes the unfavorable impact of a $950 million legal reserve, compared with $2.8 billion of income in the third quarter of 2009, which included the gain on the sale of Merck’s interest in Merial Limited. The company has established the legal reserve in connection with an anticipated resolution of the previously disclosed investigation by the U.S. Attorney’s Office for the District of Massachusetts related to VIOXX. Merck’s discussions with the government are ongoing. Until they are concluded, there can be no certainty about a definitive resolution.

The GAAP effective tax rate of 25.3 percent for the third quarter of 2010 reflects the impact of the legal reserve referred to above, restructuring costs and purchase accounting adjustments. It also includes a $380 million tax benefit from changes in a foreign entity’s tax rate that became effective in the third quarter, resulting in a reduction in deferred tax liabilities on product intangibles recorded in conjunction with the merger. The non-GAAP effective tax rate, which excludes all these items, was 22.2 percent for the quarter.

Financial Targets

For 2010, Merck raised the lower end of the non-GAAP EPS range and is now targeting a range of $3.31 to $3.39, excluding certain items, and a 2010 GAAP EPS range of $0.66 to $0.97. The 2010 non-GAAP range excludes purchase accounting adjustments, restructuring and merger-related costs, the first-quarter tax charge related to U.S. health care reform legislation, the second-quarter gain on AstraZeneca’s asset option exercise, and the third-quarter $950 million legal reserve. EPS and other financial targets for 2010 assume that Merck will retain full rights to REMICADE and SIMPONI in the applicable markets.

A reconciliation of anticipated 2010 EPS as reported in accordance with GAAP to non-GAAP EPS that excludes certain items is provided in the table that follows:

Full-Year 2010

GAAP EPS

$0.66 to $0.97

EPS impact of items*

$2.65 to $2.42

Non-GAAP EPS that excludes certain items listed below

$3.31 to $3.39

** Amount calculated as follows (in millions except per share amounts)*

Full-Year 2010

Purchase accounting adjustments

$7,000 to $6,500

Costs related to restructuring programs

2,000 to 1,700

Merger-related costs

350 to 250

Legal reserve

950

Gain on AstraZeneca’s asset option exercise

(443)

Net decrease (increase) in income before taxes

9,857 to 8,957

Income tax (benefit) expense6

(1,593) to (1,423)

Decrease (increase) in net income

$8,264 to $7,534

EPS impact of items

$2.65 to $2.42

Merck said it expects full-year 2010 revenue to be between $45.4 billion and $46.1 billion, including the impact of U.S. health care reform legislation. For the full year 2010, the increased Medicaid rebates (including Managed Medicaid) and other impacts are expected to reduce revenue by approximately $170 million, which includes a third-quarter 2010 impact of approximately $43 million and $120 million for the first nine months of 2010.

Non-GAAP research and development expense, which excludes joint ventures, is anticipated to be approximately $8.2 billion to $8.6 billion for the full year of 2010. This target excludes the portion of the restructuring costs and any in-process R&D impairment charges included in research and development expense for 2010.

Merck continues to estimate that its consolidated non-GAAP 2010 tax rate will be approximately 22 percent to 24 percent.

Merck continues to target a high single-digit non-GAAP EPS compound annual growth rate for the combined company from 2009 to 2013 when compared to Merck’s 2009 non-GAAP EPS. As the company has previously said, the longer-term target is applicable regardless of the assumptions made for the REMICADE and SIMPONI business.

Product Performance – Human Health

The sales figures discussed below for legacy Schering-Plough products are reported on a GAAP basis, which represents sales for the third quarter of 2010 only.

Bone, Respiratory, Immunology and Dermatology

Worldwide sales of SINGULAIR (montelukast sodium), a once-a-day oral medicine indicated for the chronic treatment of asthma and the relief of symptoms of allergic rhinitis, were $1.2 billion for the third quarter of 2010, an increase of 12 percent compared with the third quarter of 2009.

Global sales of NASONEX (mometasone furoate monohydrate), nasal spray, an inhaled nasal corticosteroid for the treatment of nasal allergy symptoms, were $259 million for the third quarter of 2010.

Sales of REMICADE (infliximab) were $661 million for the third quarter of 2010. REMICADE is a treatment for inflammatory diseases which is marketed by Merck in countries outside the United States (except in Japan and certain other Asian markets). In addition, SIMPONI (golimumab), a once-monthly, subcutaneous treatment for certain inflammatory diseases, has been launched in 18 countries, and launches in other international markets are planned.

Cardiovascular

Global sales of ZETIA (ezetimibe) and VYTORIN (ezetimibe/simvastatin) were $571 million and $485 million, respectively, for the third quarter of 2010. Combined global sales of ZETIA and VYTORIN were $1.1 billion for the third quarter of 2010.

Diabetes and Obesity

JANUVIA (sitagliptin), Merck’s DPP-4 inhibitor for the treatment of type 2 diabetes, recorded worldwide sales of $600 million during the third quarter of 2010, representing a 22 percent increase compared with the same quarter in 2009. JANUMET (sitagliptin/metformin hydrochloride), a single tablet that targets all three key defects of type 2 diabetes, achieved worldwide sales of $247 million during the quarter, an increase of 43 percent compared with the third quarter 2009. The JANUVIA/JANUMET combined franchise had sales of $847 million during the third quarter of 2010, an increase of 28 percent compared to the same quarter in 2009.

Infectious Disease

ISENTRESS (raltegravir), an HIV integrase inhibitor for use in combination with other antiretroviral agents for the treatment of HIV-1 infection, reported worldwide sales of $278 million for the third quarter of 2010, an increase of 41 percent compared with the third quarter of 2009.

Worldwide sales of PEGINTRON (peginterferon alfa-2b) for chronic hepatitis C were $168 million for the third quarter of 2010.

Diversified Brands

Merck’s diversified brands are human health pharmaceutical products that are approaching the expiration of their marketing exclusivity or are no longer protected by patents in developed markets, but continue to be a core part of the company’s offering in other markets around the world.

Global sales of Merck’s antihypertensive medicines, COZAAR (losartan potassium) and HYZAAR7 (losartan potassium and hydrochlorothiazide), were $423 million for the third quarter of 2010, representing a 51 percent decrease compared with the third quarter of 2009. The company continues to experience a decline in COZAAR/HYZAAR sales since these medicines have lost marketing exclusivity in the United States and in major European markets.

Neuroscience and Ophthalmology

Global sales of MAXALT (rizatriptan benzoate), Merck’s tablet for the treatment of acute migraine, were $133 million for the third quarter of 2010, an 8 percent decrease from the same quarter last year.

Oncology

Sales of TEMODAR (temozolomide), a treatment for certain types of brain tumors, were $254 million for the third quarter of 2010.

Sales of CAELYX (pegylated liposomal doxorubicin hydrochloride) for the treatment of ovarian cancer, metastatic breast cancer and Kaposi’s sarcoma, were $70 million for the third quarter of 2010. As previously disclosed, marketing rights for CAELYX will transition to Johnson & Johnson as of Dec. 31, 2010.

Vaccines**8

Total sales as recorded by Merck of its cervical cancer vaccine, GARDASIL (human papillomavirus (HPV) quadrivalent (types 6, 11, 16, 18) vaccine, recombinant), were $316 million for the third quarter of 2010, a 2 percent increase from the same quarter in 2009. Sales, in part, benefited from the timing of certain public sector sales.

Worldwide sales of Merck’s other viral vaccines, which include VARIVAX (varicella virus vaccine live), M-M-R II (measles, mumps and rubella virus vaccine live) and PROQUAD (measles, mumps, rubella and varicella virus vaccine live), as recorded by Merck, were $434 million for the third quarter of 2010, a decrease of 6 percent compared with the same period a year earlier.

ZOSTAVAX (zoster vaccine live), the company’s vaccine to help prevent shingles (herpes zoster), recorded sales of $23 million for the third quarter of 2010 compared with $84 million for the third quarter of 2009. Sales during the quarter were limited by continuing supply constraints.

Women’s Health and Endocrine

Global sales of NUVARING (etonogestrel/ethinyl estradiol vaginal ring), a contraceptive product, were $134 million for the third quarter of 2010.

Sales of FOLLISTIM/PUREGON (follitropin beta injection), a fertility treatment, were $119 million for the third quarter of 2010.

Product Performance ― Animal Health

Animal Health sales totaled $687 million for the third quarter of 2010, reflecting continued solid performance among poultry, swine and aquatic products. Animal Health includes pharmaceutical and vaccine products for the prevention, treatment and control of disease in all major farm and companion animal species. Merck’s Animal Health business is subject to a proposed joint venture with sanofi-aventis which the company expects to close in the first quarter of 2011.

Product Performance ― Consumer Care

Consumer Care sales were $291 million for the third quarter of 2010, which reflect continued strong performance of a number of key brands including DR. SCHOLL’s, CLARITIN and COPPERTONE. Consumer Care includes footcare and suncare consumer products, and a variety of over-the-counter medicines.

Total Employees

As of Sept. 30, Merck had approximately 93,000 employees worldwide.

Explanatory Note

Supplemental combined non-GAAP sales are provided in the attached schedules at the end of this news release to reflect the revenues of the company’s product sales on a comparable basis to periods prior to the merger. Merck has defined supplemental combined non-GAAP sales as GAAP sales adjusted to reflect a full quarter of Merck and Schering-Plough performance as if the merger closed at the beginning of the periods indicated in the applicable table. This supplemental information is provided to enhance investors’ understanding of the company’s products and overall business performance. This information should be considered in addition to, but not in lieu of, sales recorded in accordance with GAAP. Supplemental combined non-GAAP sales are available in Tables 3 and 3a as part of this news release, and additional information is included in the 8-K filing today.

Earnings Conference Call

Investors are invited to a live audio webcast of Merck’s third-quarter earnings conference call today at 8:00 a.m. EDT by visiting Merck’s Web 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 listen in on the call by dialing (706) 758-9928 or (800) 399-7917. A replay of the webcast will be available starting at 11 a.m. EDT today through 5 p.m. EDT on Nov. 6. To listen to the replay, dial (706) 645-9291 or (800) 642-1687 and enter ID No. 11269659.

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 that donate and deliver our products to the people who need them. For more information, visit www.merck.com.

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF OPERATIONS – GAAP

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

TABLE 1

GAAP

3Q10

3Q09

% Change

YTD 2010

YTD 2009

% Change

Sales

$ 11,124.9

$ 6,049.7

84%

$ 33,893.3

$ 17,334.8

96%

Costs, Expenses and Other

Materials and production (1)

4,191.4

1,430.3

13,955.9

4,118.0

Marketing and administrative (2)

3,217.9

1,725.5

86%

9,666.8

5,088.0

90%

Research and development (3)

2,296.4

1,254.0

83%

6,474.0

3,873.5

67%

Restructuring costs (4)

49.6

42.4

17%

863.6

144.1

Equity income from affiliates (5)

(236.4)

(688.2)

-66%

(416.8)

(1,861.2)

-78%

Other (income) expense, net (6)

1,108.3

(2,791.1)

995.6

(2,854.7)

Income Before Taxes

497.7

5,076.8

-90%

2,354.2

8,827.1

-73%

Taxes on Income

126.0

1,621.5

872.2

2,327.7

Net Income

371.7

3,455.3

-89%

1,482.0

6,499.4

-77%

Less: Net Income Attributable to Noncontrolling Interests

30.1

31.0

89.3

93.8

Net Income Attributable to Merck & Co., Inc.

$ 341.6

$ 3,424.3

-90%

$ 1,392.7

$ 6,405.6

-78%

Earnings per Common Share Assuming Dilution (7)

$ 0.11

$ 1.61

-93%

$ 0.44

$ 3.03

-85%

Average Shares Outstanding Assuming Dilution

3,101.6

2,113.7

3,123.3

2,110.6

Tax Rate (8)

25.3%

31.9%

37.1%

26.4%

*≥ 100%

(1) The third quarter and first nine months of 2010 includes $1.4 billion and $5.4 billion, respectively, of expenses for the amortization of intangible assets and the amortization of purchase accounting adjustments to inventories recognized as a result of the merger. Also includes restructuring costs of $44 million and $27 million in the third quarter of 2010 and 2009, respectively, and $325 million and $96 million for the first nine months of 2010 and 2009, respectively, primarily related to accelerated depreciation.

(2) The third quarter and the first nine months of 2010 includes restructuring costs of $130 million primarily related to accelerated depreciation. Also reflects merger-related costs of $64 million and $56 million in the third quarter of 2010 and 2009, respectively, and $218 million and $106 million in the first nine months of 2010 and 2009, respectively.

(3) Includes restructuring costs of $163 million and $48 million in the third quarter of 2010 and 2009, respectively, and $313 million and $244 million in the first nine months of 2010 and 2009, respectively, primarily related to accelerated depreciation. In addition, expenses for the third quarter and the first nine months of 2010 include $189 million and $216 million, respectively, of in-process research and development (“IPR&D”) impairment charges.

(4) Represents separation and other related costs associated with restructuring activities.

(5) In 2010, equity income from affiliates no longer reflects any contribution from the Merck/Schering-Plough partnership, which is now wholly-owned by the company as a result of the merger, or from Merial Limited due to the sale of Merck’s interest in 2009.

(6) The change in other (income) expense, net in the third quarter of 2010 is primarily due to a $2.8 billion gain recognized on the disposition of Merck’s interest in Merial Limited in 2009, a $950 million legal reserve recorded in 2010, as well as lower realized gains on the company’s investment portfolio in 2010. Other (income) expense, net reflects merger-related costs of $88 million in the third quarter of 2009.

The change in other (income) expense, net for the first nine months of 2010 is primarily the result of a $2.8 billion gain on the disposition of Merck’s interest in Merial Limited recognized in 2009. In addition, during the first nine months of 2010, the company recognized a $950 million legal reserve, higher interest expense and lower interest income largely attributable to the financing of the merger, lower realized gains on the company’s investment portfolio and higher exchange losses due to the Venezuelan currency devaluation. Partially offsetting these items was $443 million of income recognized upon AstraZeneca’s asset option exercise and income on the settlement of certain disputed royalties recorded in 2010. Other (income) expense, net reflects merger-related costs of $17 million and $151 million in the first nine months of 2010 and 2009, respectively.

(7) 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 $340.4 million and $3,412.6 million for the third quarter of 2010 and 2009, respectively, and was $1,387.4 million and $6,385.4 million for the first nine months of 2010 and 2009, respectively.

(8) The effective tax rate of 25.3% for the third quarter of 2010 reflects the net unfavorable impact of approximately 3 percentage points resulting from the legal reserve, restructuring costs and purchase accounting adjustments, partially offset by a $380 million tax benefit from changes in a foreign entity’s tax rate that became effective in the third quarter, resulting in a reduction in deferred tax liabilities on product intangibles recorded in conjunction with the merger. The effective tax rate of 37.1% for the first nine months of 2010 reflects the net unfavorable impact of approximately 15 percentage points resulting from purchase accounting charges, the impact of a $146.5 million charge associated with a change in tax law that requires taxation of the prescription drug subsidy of the company’s retiree health benefit plans which was enacted in the first quarter of 2010 as part of U.S. health care reform legislation, as well as by the impact of AstraZeneca’s asset option exercise, restructuring charges and a legal reserve, partially offset by the favorable impact of the $380 million tax benefit noted above.

The effective tax rate of 31.9% for the third quarter of 2009 reflects a net unfavorable rate impact of approximately 5 percentage points reflecting the unfavorable rate impact of the gain on the sale of Merck’s interest in Merial, partially offset by the favorable impact of the closing of a tax exam. The effective tax rate of 26.4% for the first nine months of 2009 reflects a net unfavorable rate impact of approximately 1 percentage point reflecting the unfavorable impact of the gain on the sale of Merck’s interest in Merial, partially offset by the favorable impact of 2009 tax settlements, including the settlement reached with the Canada Revenue Agency in the first quarter of 2009, as well as the closing of a tax exam.

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF OPERATIONS

GAAP TO NON-GAAP RECONCILIATION

THIRD QUARTER 2010

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2a

GAAP

Purchase Accounting (1)

Restructuring Costs (2)

Merger-Related Costs (3)

Certain Other Items (4)

Adjustment Subtotal

Non-GAAP

Sales

$ 11,124.9

$ –

$ 11,124.9

Materials and production

4,191.4

1,350.8

44.4

1,395.2

2,796.2

Marketing and administrative

3,217.9

130.5

63.7

194.2

3,023.7

Research and development

2,296.4

189.5

162.8

352.3

1,944.1

Restructuring costs

49.6

49.6

–

Equity income from affiliates

(236.4)

–

(236.4)

Other (income) expense, net

1,108.3

950.0

158.3

Income Before Taxes

497.7

(1,540.3)

(387.3)

(63.7)

(950.0)

(2,941.3)

3,439.0

Taxes on Income

126.0

(638.3)

(5)

764.3

Net Income

371.7

(2,303.0)

2,674.7

Less: Net Income Attributable to Noncontrolling Interests

30.1

–

30.1

Net Income Attributable to Merck & Co., Inc.

$ 341.6

$ (2,303.0)

$ 2,644.6

Earnings per Common Share Assuming Dilution

$ 0.11

$ (0.74)

$ 0.85

(6)

Average Shares Outstanding Assuming Dilution

3,101.6

3,101.6

Tax Rate

25.3%

22.2%

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 and the amortization of purchase accounting adjustments to inventories recognized as a result of the merger. Amounts included in research and development expense 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 sold or closed.

(3) Merger-related costs include transaction and integration costs associated with the merger.

(4) Included in other (income) expense, net is a $950 million legal reserve.

(5) Includes a $380 million tax benefit from changes in a foreign entity’s tax rate, as well as the estimated tax impact on the reconciling items.

(6) 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 $2,634.5 million for the third quarter of 2010.

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF OPERATIONS

GAAP TO NON-GAAP RECONCILIATION

NINE MONTHS ENDED SEPTEMBER 30, 2010

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2b

GAAP

Purchase Accounting (1)

Restructuring Costs (2)

Merger-Related Costs (3)

Certain Other Items (4)

Adjustment Subtotal

Non-GAAP

Sales

$ 33,893.3

$ –

$ 33,893.3

Materials and production

13,955.9

5,360.0

325.5

5,685.5

8,270.4

Marketing and administrative

9,666.8

130.5

218.0

348.5

9,318.3

Research and development

6,474.0

216.2

312.7

528.9

5,945.1

Restructuring costs

863.6

863.6

–

Equity income from affiliates

(416.8)

–

(416.8)

Other (income) expense, net

995.6

17.1

507.0

524.1

471.5

Income Before Taxes

2,354.2

(5,576.2)

(1,632.3)

(235.1)

(507.0)

(7,950.6)

10,304.8

Taxes on Income

872.2

(1,383.7)

(5)

2,255.9

Net Income

1,482.0

(6,566.9)

8,048.9

Less: Net Income Attributable to Noncontrolling Interests

89.3

–

89.3

Net Income Attributable to Merck & Co., Inc.

$ 1,392.7

$ (6,566.9)

$ 7,959.6

Earnings per Common Share Assuming Dilution

$ 0.44

$ (2.10)

$ 2.54

(6)

Average Shares Outstanding Assuming Dilution

3,123.3

3,123.3

Tax Rate

37.1%

21.9%

(2) Amounts primarily include employee separation costs and accelerated depreciation associated with facilities to be sold or closed.

(3) Merger-related costs include transaction and integration costs associated with the merger.

(4) Included in other (income) expense, net is a $950 million legal reserve and a $443 million gain recognized upon AstraZeneca’s exercise of the asset option.

(5) Includes a $380 million tax benefit from changes in a foreign entity’s tax rate, a charge of $146.5 million associated with a change in tax law that requires taxation of the prescription drug subsidy of the company’s retiree health benefit plans which was enacted in the first quarter of 2010 as part of U.S. health care reform legislation, as well as the estimated tax impact on the other reconciling items.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES

THIRD QUARTER 2010

(AMOUNTS IN MILLIONS)

Table 3

The following Table reflects Supplemental Combined Non-GAAP sales for the prior year which were adjusted to reflect a full quarter of Merck and Schering-Plough combined results as if the merger closed as of January 1, 2009.

GAAP

Adjustment

Supp. Comb. Non-GAAP

% Change (3Q10 GAAP vs Supp. Comb. Non-GAAP 3Q09)

3Q10

3Q09

TOTAL SALES (1)

$11,125

$6,050

$5,481

$11,531

-4

HUMAN HEALTH (2)

9,660

5,676

4,425

10,101

-4

Bone, Resp., Imm., & Dermatology

Singulair

1,215

1,085

Remicade

661

608

Nasonex

259

266

-3

Fosamax

220

276

-20

Clarinex

137

164

-17

Arcoxia

Asmanex

-9

Proventil

-27

Cardiovascular

Zetia

571

562

563

Vytorin

485

505

525

-8

Integrilin

-15

Diabetes & Obesity

Januvia

600

491

Janumet

247

173

Infectious Disease

Isentress

278

197

PegIntron

168

198

-15

Primaxin

135

168

-20

Cancidas

135

155

-13

Invanz

Avelox

-15

Rebetol

-14

Crixivan / Stocrin

-2

Diversified Brands

Cozaar / Hyzaar

423

861

-51

Zocor

114

141

-19

Propecia

109

—

Claritin Rx

-14

Vasotec / Vaseretic

-4

Proscar

-14

Remeron

-32

Neurosciences & Ophthalmology

Maxalt

133

144

-8

Cosopt / Trusopt

114

123

-7

Subutex / Suboxone

-88

Oncology

Temodar

254

278

-9

Emend

Caelyx

Intron A

-10

Vaccines

ProQuad, M-M-R II and Varivax

434

462

-6

Gardasil

316

311

RotaTeq

119

127

-7

Pneumovax

110

130

-15

Zostavax

-73

Women’s Health & Endocrine

NuvaRing

134

131

Follistim / Puregon

119

122

-2

Implanon

Cerazette

Other Human Health (3)

1,049

182

834

1,016

ANIMAL HEALTH

687

664

CONSUMER CARE (2)

291

283

Claritin OTC

Other Revenues (4)

487

374

109

483

Astra

345

340

(1) Only select products are shown.

(2) Human Health includes worldwide prescription pharmaceutical sales and consumer product sales excluding the US and Canada. Consumer Care includes US and Canada consumer product sales.

(3) Includes Human Health products not individually shown above. Other vaccines sales included in Other Human Health were $94 million and $53 million for third quarter 2010 and 2009, respectively.

(4) Other revenues are primarily comprised of alliance revenue, miscellaneous corporate revenues and third party manufacturing sales.

Note: The Company is providing Supplemental Combined Non-GAAP sales to reflect the revenues of the company’s product sales on a comparable basis to periods prior to the merger. Merck has defined Supplemental Combined Non-GAAP sales as GAAP sales adjusted to reflect a full quarter of Merck and Schering-Plough performance as if the merger closed at the beginning of the periods indicated in this table. This supplemental information is provided to enhance investors’ understanding of the company’s sales performance. This information should be considered in addition to, but not in lieu of, sales reported in accordance with GAAP.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES

SEPTEMBER YEAR-TO-DATE 2010

(AMOUNTS IN MILLIONS)

Table 3a

The following Table reflects Supplemental Combined Non-GAAP sales for the prior year which were adjusted to reflect the period of Merck and Schering-Plough combined results as if the merger closed as of January 1, 2009.

GAAP

Adjustment

Supp. Comb. Non-GAAP

% Change (Sep YTD 10 GAAP vs Supp. Comb. Non-GAAP Sep YTD 09)

Sep YTD 10

Sep YTD 09

TOTAL SALES (1)

$33,893

$17,335

$16,413

$33,748

—

HUMAN HEALTH (2)

29,230

16,165

13,129

29,293

—

Bone, Resp., Imm., & Dermatology

Singulair

3,638

3,400

Remicade

2,004

1,691

Nasonex

917

893

Fosamax

692

815

-15

Clarinex

513

564

-9

Arcoxia

284

260

Asmanex

155

156

-1

Proventil

155

169

-8

Cardiovascular

Zetia

1,668

1,625

1,629

Vytorin

1,452

1,478

1,535

-5

Integrilin

203

223

-9

Diabetes & Obesity

Januvia

1,710

1,364

Janumet

666

456

Infectious Disease

Isentress

777

518

PegIntron

539

629

-14

Primaxin

452

493

-8

Cancidas

437

442

-1

Invanz

249

205

Avelox

224

250

-10

Rebetol

166

197

-16

Crixivan / Stocrin

148

154

-4

Diversified Brands

Cozaar / Hyzaar

1,690

2,606

-35

Zocor

347

419

-17

Propecia

322

318

Claritin Rx

298

323

-8

Vasotec / Vaseretic

191

226

-15

Proscar

172

219

-21

Remeron

160

174

-8

Neurosciences & Ophthalmology

Maxalt

401

418

-4

Cosopt / Trusopt

353

370

-5

Subutex / Suboxone

110

155

-29

Oncology

Temodar

799

781

Emend

268

228

Caelyx

209

195

Intron A

155

177

-12

Vaccines

ProQuad, M-M-R II and Varivax

1,093

1,036

Gardasil

768

841

-9

RotaTeq

350

387

-10

Pneumovax

220

218

Zostavax

136

202

-32

Women’s Health & Endocrine

NuvaRing

414

375

Follistim / Puregon

389

397

-2

Implanon

165

126

Cerazette

160

134

Other Human Health (3)

3,009

510

2,416

2,926

ANIMAL HEALTH

2,126

1,957

CONSUMER CARE (2)

1,091

1,048

Claritin OTC

334

342

-2

Other Revenues (4)

1,446

1,170

280

1,450

—

Astra

950

1,082

-12

(1) Only select products are shown.

(2) Human Health includes worldwide prescription pharmaceutical sales and consumer product sales excluding the US and Canada. Consumer Care includes US and Canada consumer product sales.

(3) Includes Human Health products not individually shown above. Other vaccines sales included in Other Human Health were $207 million and $137 million for the first nine months of 2010 and 2009, respectively.

(4) Other revenues are primarily comprised of alliance revenue, miscellaneous corporate revenues and third party manufacturing sales.

Merck & Co., Inc. Media: Steven Campanini, 908-423-4291 or David Caouette, 908-423-3461 or Investor: Alex Kelly, 908-423-5185 or Joe Romanelli, 908-423-5088

Summary

Non-GAAP EPS of 0.85,ExcludingCertainItems;GAAPEPSof0.11, for the Quarter Strong Sales of Key Pharmaceutical Products; Solid Performance by Consumer Care and Animal Health Units New Product Launches and Progressing Pipeline Drive Business Momentum On Track to Meet Synergy Target of 3.5 Billion in Annual Savings by End of 2012 Raised Lower End of 2010 Non-GAAP EPS Target Range Due to Solid Year-to-Date Performance; Long-Term Non-GAAP EPS Growth Rate Target Reaffirmed Merck & Co., Inc. (NYSE: MRK) today announced financial results for the third quarter of 2010. The company reported non-GAAP (generally accepted accounting principles) earnings per share (EPS) for the third quarter of 0.85, which excludes purchase accounting adjustments, restructuring costs, merger-related expenses and a 950millionlegalreserve.Third−quarterGAAPEPSwas0.11. Worldwide sales for the third quarter of 2010 were 11.1billion.Netincome1forthethirdquarterwas342 million. For the first