Third-Quarter 2015 Earnings Conference Call Executive Commentary Highlights. October 27, 2015

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1 Third-Quarter 2015 Earnings Conference Call Executive Commentary Highlights October 27, 2015

2 Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA This presentation of Merck & Co., Inc., Kenilworth, N.J., USA (the company ) includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of These statements are based upon the current beliefs and expectations of the company 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; the company 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 the company s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions. The company 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 the company s 2014 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). 2

3 Call Agenda Order of Remarks Teri Loxam Vice President, Investor Relations Kenneth Frazier Chairman, President and CEO Robert Davis Executive Vice President and Chief Financial Officer Adam Schechter Executive Vice President and President, Global Human Health Roger Perlmutter Executive Vice President and President, Merck Research Laboratories Q&A 3

4 Third-Quarter 2015 Performance Highlights Worldwide Sales $ in millions Third-Quarter 2015 Third-Quarter 2014 Change Change Ex-exchange Total Sales $10,073 $10,557-5% 2% Pharmaceutical 8,925 9,134-2% 6% Animal Health % 7% Consumer Care* ** ** Other Revenues ** 39% Net Income *divested on Oct. 1, 2014 ** 100% $ in millions Third-Quarter 2015 Third-Quarter 2014 GAAP net income 2 $1,826 $895 Non-GAAP net income that excludes certain items*** 1, 2 $2,720 $2,617 Earnings Per Share Third-Quarter 2015 Third-Quarter 2014 GAAP EPS $0.64 $0.31 Non-GAAP EPS that excludes certain items*** 1 $0.96 $0.90 ***Refer to next slide for exclusions. 1 Merck is providing certain 2015 and 2014 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 the news release. 2 Net income attributable to Merck & Co., Inc. 4 For details refer to the news release issued on October 27, 2015 or Form 8-K filed on October 27, 2015.

5 Third-Quarter 2015 Performance Highlights (cont.) Reconciliation of GAAP to non-gaap net income and EPS $ in millions, except EPS amounts Third-Quarter 2015 Third-Quarter 2014 EPS GAAP EPS $0.64 $0.31 Difference Non-GAAP EPS that excludes items listed below 1 $0.96 $0.90 Net Income GAAP net income 2 $1,826 $895 Difference 894 1,722 Non-GAAP net income that excludes items listed below 1,2 $2,720 $2,617 Decrease (Increase) in Net Income Due to Excluded Items: Acquisition- and divestiture-related costs 4 $1,146 $1,659 Restructuring costs Gain on divestiture of certain migraine clinical development programs (250) -- Additional year of health care reform fee Gain on divestiture of certain opthalmic products -- (396) Other (33) 5 Net decrease (increase) in income before taxes 1,080 2,073 Income tax (benefit) expense 5 (186) (295) Acquisition- and divestiture-related costs attributable to noncontrolling interests -- (56) Decrease (increase) in net income $894 $1, 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 and purchase accounting adjustments to inventories recognized as a result of acquisitions, intangible asset impairment charges and expense or income related to changes in the fair value measurement of contingent consideration. Also includes integration, transaction and certain other costs related to business acquisitions and divestitures. 5 Includes the estimated tax impact on the reconciling items For details refer to the news release issued on October 27, 2015 or Form 8-K filed on October 27, 2015.

6 2015 Financial Guidance Full-Year 2015 EPS Target Full-year GAAP EPS $1.64 to $1.74 Full-year Non-GAAP EPS that excludes certain items 1 $3.55 to $3.60 Reconciliation of Anticipated 2015 EPS $ in millions, except EPS amounts Full Year 2015 GAAP EPS $1.64 to $1.74 Difference to 1.86 Non-GAAP EPS that excludes items listed below 1 $3.55 to $3.60 Acquisition- and divestiture-related costs $5,450 to $5,350 Restructuring costs 1,000 to 900 Foreign currency devaluation related to Venezuela 715 Gain on sale of certain migraine clinical development programs (250) Net decrease (increase) in income before taxes 6,915 to 6,715 Estimated income tax (benefit) expense (1,475) to (1,435) Decrease (increase) in net income $5,440 to $5,280 For details refer to the news release issued on October 27, 2015 or Form 8-K filed on October 27,

7 Opening Remarks Our company has had a long history of success in translating scientific discoveries into novel and highly differentiated medicines and vaccines that provide major therapeutic and economic value. Our R&D-focused strategy aims to drive future growth and shareholder value in the same manner. Kenneth Frazier Chairman, President and CEO We believe that the evolving characteristics and dynamics of global health care increasingly underscore this ability to provide high-value innovation is what will be what distinguishes successful companies going forward. Our broad, global and balanced portfolio of medicines and vaccines allows us to weather periodic volatility within a particular therapeutic area or region while consistently focusing on the best scientific and medical opportunities. In the third quarter, we reported solid top-line performance, achieving strong results in our core focus areas, which, coupled with thoughtful cost management, translated to the bottom-line growth. Merck is well-positioned for a solid finish in Our results for the quarter and year-to-date reflect the company s disciplined focus and investment of resources on the internal and external opportunities that can generate sustainable value for society and shareholders. 7

8 Financial Performance Our performance for the third quarter is evidence of our continued focus on execution. We delivered solid financial results and a leveraged P&L in the quarter as we saw a return to growth, ex-exchange, on both the top and bottom lines. In addition to strong results for Global Human Health, Animal Health grew 7 percent this quarter, excluding exchange. Robert Davis Chief Financial Officer We earned $0.96 per share on a non-gaap basis in the third quarter, delivering 7 percent growth on the bottom-line and significant P&L leverage. This marks our second sequential quarter of year-over-year earnings growth despite headwinds from foreign exchange and net acquisitions and divestitures, and is continued proof of our efforts to manage our business and execute on our strategy. We now expect full-year 2015 revenue to be $39.2 billion to $39.8 billion, at current exchange rates. We are pleased to report that we have met and will exceed our annual target of $2.5 billion in net savings versus 2012 by the end of this year. 8

9 Global Human Health Performance This quarter, we continued to drive growth within our core business while executing on our new product launches. As a result, worldwide Human Health sales increased 6 percent driven by sales growth in the United States and emerging markets, partially offset by declines in Europe and Japan. Adam Schechter Executive Vice President and President, Global Human Health Excluding the impact of acquisitions and divestitures, worldwide sales grew 3 percent. Our global growth was primarily driven by our diabetes, hospital acute care and oncology businesses. Global Human Health delivered another solid quarter. We grew through execution in core areas of diabetes, hospital acute care and oncology. And we continue to gain momentum with our key new product launches. 9

10 R&D Performance The third quarter saw continued progress in late stage development, especially in our oncology and infectious disease programs with new results, new regulatory approvals and new partnerships. We achieved meaningful progress in many other important programs in the third quarter, including completion of enrollment in our Phase 3 mild-tomoderate Alzheimer's disease study with Verubecestat. Roger Perlmutter Executive Vice President and President, Merck Research Laboratories I would like to close by acknowledging Dr. William C. Campbell who will receive the 2015 Nobel Prize in physiology or medicine for research conducted in collaboration with Dr. Satoshi Omura of Japan. Dr. Campbell performed his Nobel prize-winning work identifying the parasiticide, ivermectin, here at Merck, where he was employed from 1957 until Dr. Campbell s steadfast commitment to fundamental research has preserved the sight of millions of people around the globe, people who were otherwise condemned to early blindness from onchocerciasis. 10

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