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Merck

Prospectus Supplement
(To Prospectus dated December 3, 2012)

$6,500,000,000
10SEP201211592023
Merck & Co., Inc.
$1,000,000,000 0.700% Notes due 2016
$500,000,000 Floating Rate Notes due 2016
$1,000,000,000 1.300% Notes due 2018
$1,000,000,000 Floating Rate Notes due 2018
$1,750,000,000 2.800% Notes due 2023
$1,250,000,000 4.150% Notes due 2043

We are offering $1,000,000,000 aggregate principal amount of our 0.700% Notes due 2016 (the ‘‘2016 fixed rate notes’’), $500,000,000 aggregate principal amount of our Floating Rate Notes due 2016 (the ‘‘2016 floating rate notes’’), $1,000,000,000 aggregate principal amount of our 1.300% Notesdue 2018 (the ‘‘2018 fixed rate notes’’), $1,000,000,000 aggregate principal amount of our Floating Rate Notes due 2018 (the ‘‘2018 floating rate notes’’),$1,750,000,000 aggregate principal amount of our 2.800% Notes due 2023 (the ‘‘2023 notes’’) and $1,250,000,000 aggregate principal amount of our 4.150%Notes due 2043 (the ‘‘2043 notes’’). We refer to the 2016 fixed rate notes, the 2018 fixed rate notes, the 2023 notes and the 2043 notes collectively as thefixed rate notes, and the 2016 floating rate notes and the 2018 floating rate notes collectively as the floating rate notes. We refer to the fixed rate notes andthe floating rate notes collectively as the notes.
Interest on the fixed rate notes is payable on May 18 and November 18 of each year, beginning on November 18, 2013, and interest on the floating rate notes is payable on February 18, May 18, August 18 and November 18 of each year, beginning on August 18, 2013. The 2016 floating rate notes willbear interest at a floating rate equal to three-month LIBOR plus 0.19% and the 2018 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.36%. The 2016 fixed rate notes and the 2016 floating rate notes will mature on May 18, 2016, the 2018 fixed rate notes and the 2018floating rate notes will mature on May 18, 2018, the 2023 notes will mature on May 18, 2023 and the 2043 notes will mature on May 18, 2043.
We may redeem some or all of the fixed rate notes of each series at any time at the applicable redemption price set forth in the prospectus supplement under the caption ‘‘Description of the Notes—Optional Redemption.’’ The floating rate notes are not redeemable prior to maturity.
Investing in the notes involves risks. See ‘‘Risk Factors’’ on page S-2 of this prospectus
supplement and in the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Underwriting
Proceeds, Before
Offering Price(1)
Discount
Expenses, to Us(1)
Per 2016 fixed rate note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 2016 floating rate note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 2018 fixed rate note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 2018 floating rate note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 2023 note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 2043 note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plus accrued interest from May 20, 2013, if settlement occurs after that date.
Interest on the notes will accrue from May 20, 2013. The notes will not be listed on any securities exchange or automated dealer quotation system.
Currently, there are no public markets for the notes.
We expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The Depository Trust Company and its participants, including Clearstream Banking, soci´ e anonyme and Euroclear Bank S.A./N.V., on or about May 20, 2013.
BNP PARIBAS
Deutsche Bank Securities
J.P. Morgan
Morgan Stanley
All Notes
All Notes
All Notes
All Notes
BofA Merrill Lynch
Citigroup
Credit Suisse
Goldman, Sachs & Co.
(2023 Notes)
(2023 Notes)
(2016 Fixed Rate Notes)
(2043 Notes)
UBS Investment Bank
(2016 Floating Rate Notes)
(2018 Floating Rate Notes)
(2018 Fixed Rate Notes)
BofA Merrill Lynch
Citigroup
Credit Suisse
Goldman, Sachs & Co.
(2016, 2018, 2043 Notes)
(2016, 2018, 2043 Notes)
(2016 Floating Rate, 2018, 2023,
(2016, 2018, 2023 Notes)
2043 Notes)
UBS Investment Bank
(2016 Fixed Rate, 2018, 2023, 2043
(2016, 2018 Fixed Rate, 2023, 2043
(2016, 2018 Floating Rate, 2023,
2043 Notes)
Drexel Hamilton
Santander
SOCIETE GENERALE
Standard Chartered Bank
SMBC Nikko
US Bancorp
Wells Fargo Securities
The Williams Capital Group, L.P.
We have not, and the underwriters have not, authorized anyone to provide you with any
information other than that contained or incorporated by reference in this prospectus supplement, any
related free writing prospectus prepared by us or the accompanying prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of any other information that
others may give you. If the information varies between this prospectus supplement and the
accompanying prospectus, the information in this prospectus supplement supersedes the information
in the accompanying prospectus. We are not making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. Neither the delivery of this prospectus supplement, any
related free writing prospectus or the accompanying prospectus, nor any sale made hereunder and
thereunder, shall under any circumstances create any implication that there has been no change in our
affairs since the date of this prospectus supplement, any related free writing prospectus or the
accompanying prospectus, regardless of the time of delivery of such document or any sale of the
securities offered hereby or thereby, or that the information contained or incorporated by reference
herein or therein is correct as of any time subsequent to the date of such information. Generally,
references to the ‘‘prospectus’’ in this prospectus supplement and the accompanying prospectus mean
both this prospectus supplement and the accompanying prospectus combined.

TABLE OF CONTENTS
Prospectus Supplement
Merck . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States Federal Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prospectus
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merck . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Debt Securities We May Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Ownership and Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Validity of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
We are a global health care company that delivers innovative health solutions through our prescription medicines, vaccines, biologic therapies, animal health, and consumer care products, whichwe market directly and through our joint ventures. Our operations are principally managed on aproducts basis and are comprised of four operating segments, which are the Pharmaceutical, AnimalHealth, Consumer Care and Alliances segments, and one reportable segment, which is thePharmaceutical segment. The Pharmaceutical segment includes human health pharmaceutical andvaccine products marketed either directly by us or through joint ventures.
Human health pharmaceutical products consist of therapeutic and preventive agents, generally sold by prescription, for the treatment of human disorders. We sell these human health pharmaceuticalproducts primarily to drug wholesalers and retailers, hospitals, government agencies and managedhealth care providers such as health maintenance organizations, pharmacy benefit managers and otherinstitutions. Vaccine products consist of preventive pediatric, adolescent and adult vaccines, primarilyadministered at physician offices. We sell these human health vaccines primarily to physicians,wholesalers, physician distributors and government entities. We also have animal health operations thatdiscover, develop, manufacture and market animal health products, including vaccines, which we sell toveterinarians, distributors and animal producers. Additionally, we have consumer care operations thatdevelop, manufacture and market over-the-counter, foot care and sun care products, which are soldthrough wholesale and retail drug, food chain and mass merchandiser outlets, as well as club stores andspecialty channels.
Our address is One Merck Drive, Whitehouse Station, New Jersey 08889-0100, and our telephone number is (908) 423-1000. Our web site is located at www.merck.com. Information available on, oraccessible through, our web site is not incorporated into this prospectus supplement or theaccompanying prospectus by reference and should not be considered a part of this prospectussupplement or the accompanying prospectus.
RISK FACTORS
Before acquiring any of the notes, you should carefully consider the following risk factors and the risk factors and assumptions related to our business identified or described in our most recent Annual Report onForm 10-K and Quarterly Report on Form 10-Q and any subsequent Current Report on Form 8-Kincorporated by reference herein, and all other information contained or incorporated by reference into thisprospectus supplement and the accompanying prospectus. The occurrence of any one or more of theforegoing or following risks could materially adversely affect your investment in the notes or our businessand operating results. The notes are obligations exclusively of Merck and not of our subsidiaries, and payment to holders of the
notes will be structurally subordinated to the liabilities of our subsidiaries.

The notes are not guaranteed by any of our subsidiaries and therefore the notes will be structurally subordinated to all existing and future secured and unsecured indebtedness and other liabilities of oursubsidiaries. The indebtedness of our subsidiaries totaled $6.7 billion as of March 31, 2013. In addition,as of March 31, 2013, certain of our subsidiaries also guaranteed $6.3 billion aggregate principalamount of our existing indebtedness. Our obligations under the notes will be structurally subordinatedto guarantees by our subsidiaries of our indebtedness. We also guarantee indebtedness of our subsidiaryMerck Sharp & Dohme Corp. (‘‘Old Merck’’), including $6.2 billion aggregate principal amount of itsoutstanding debt securities (which is part of the $6.7 billion of indebtedness of our subsidiaries referredto above). Therefore the notes will be structurally subordinated to Old Merck’s obligations with respectto those debt securities, and our guarantee of those debt securities will rank pari passu with the notes.
The terms of the notes and the indenture do not preclude our subsidiaries from incurring debt or otherliabilities or providing guarantees that will be structurally senior to the notes.
The notes are our unsecured obligations and will be effectively junior to secured indebtedness that we may
incur or issue.

The notes will be unsecured obligations. Holders of any secured debt that we may incur or issue may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed propertyavailable for payment of unsecured debt, including the notes. Holders of our secured debt also wouldhave priority over unsecured creditors in the event of our bankruptcy, liquidation or similar proceeding.
In the event of our bankruptcy, liquidation or similar proceeding, holders of our secured debt would beentitled to proceed against their collateral, and the assets securing that collateral may not be availablefor payment of unsecured debt, including the notes. As a result, the notes will be effectively junior toany secured debt that we may incur or issue, to the extent of the value of the assets securing such debt.
Active trading markets for the notes may not develop, which could limit their market prices or your ability to
sell them.

The notes are new issues of debt securities for which there currently are no trading markets. As a result, we cannot provide any assurance that any markets will develop for the notes or that you will beable to sell your notes. We have no plans to list the notes on any securities exchange or to arrange forquotation on any automated dealer quotation system. If any of the notes are traded after their initialissuance, they may trade at discounts from their initial offering prices depending on prevailing interestrates, the markets for similar securities, general economic conditions, our financial condition,performance and prospects and other factors. The underwriters have advised us that they intend tomake a market in each series of notes, but they are not obligated to do so. The underwriters maydiscontinue any market-making in the notes at any time at their sole discretion. Accordingly, we cannotassure you that a liquid trading market will develop for the notes of any series, that you will be able tosell your notes at a particular time or that the prices you receive when you sell will be favorable. The market price of our floating rate notes, in particular, will be influenced by the three-month LIBOR,volatility in such rate and events that affect the LIBOR generally. To the extent active trading marketsdo not develop, the liquidity and trading prices for the notes may be harmed. Accordingly, you may berequired to bear the financial risk of an investment in the notes for an indefinite period of time.
The amount of interest payable on the floating rate notes is set only once per period based on the three-month
LIBOR on the interest determination date, which rate may fluctuate substantially.

In the past, the level of three-month LIBOR has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of three-month LIBOR are not necessarily indicativeof future levels. Any historical upward or downward trend in three-month LIBOR is not an indicationthat three-month LIBOR is more or less likely to increase or decrease at any time during a floatingrate interest period, and you should not take the historical levels of three-month LIBOR as anindication of its future performance. You should further note that although actual three-month LIBORon an interest payment date or at other times during an interest period may be higher than three-month LIBOR on the applicable interest determination date, you will not benefit from three-monthLIBOR at any time other than on the interest determination date for such interest period. As a result,changes in three-month LIBOR may not result in a comparable change in the market value of thefloating rate notes.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of your floating rate
notes.

Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the banks that provide rates to the British Bankers’Association, or the BBA, in connection with the calculation of LIBOR may have been under-reportingor otherwise manipulating or attempting to manipulate LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to predict the effect of any such changesand any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere.
Uncertainty as to the nature of such potential changes may adversely affect the trading market forLIBOR-based securities, including the floating rate notes.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and any documents we incorporate by reference herein or therein and oral statements made from time to time by us may contain so called‘‘forward-looking statements’’ (within the meaning of Section 27A of the Securities Act of 1933, or theSecurities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act), all ofwhich are based on management’s current expectations and are subject to risks and uncertainties whichmay cause results to differ materially from those set forth in the statements. One can identify theseforward-looking statements by their use of words such as ‘‘anticipates,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘will,’’‘‘estimates,’’ ‘‘forecasts,’’ ‘‘projects’’ and other words of similar meaning. One can also identify them bythe fact that they do not relate strictly to historical or current facts. These statements are likely toaddress our growth strategy, financial results, product development, product approvals, productpotential and development programs. One must carefully consider any such statement and shouldunderstand that many factors could cause actual results to differ materially from our forward-lookingstatements. These factors include inaccurate assumptions and a broad variety of other risks anduncertainties, including some that are known and some that are not. No forward-looking statement canbe guaranteed and actual future results may vary materially. We do not assume the obligation to updateany forward-looking statement. We caution you not to place undue reliance on these forward-lookingstatements. Although it is not possible to predict or identify all such factors, they may include thefollowing: • Competition from generic products as our products, such as Singulair and Maxalt, lose patent • Increased ‘‘brand’’ competition in therapeutic areas important to our long-term business • The difficulties and uncertainties inherent in new product development. The outcome of the lengthy and complex process of new product development is inherently uncertain. A drugcandidate can fail at any stage of the process and one or more late-stage product candidatescould fail to receive regulatory approval. New product candidates may appear promising indevelopment but fail to reach the market because of efficacy or safety concerns, the inability toobtain necessary regulatory approvals, the difficulty or excessive cost to manufacture and/or theinfringement of patents or intellectual property rights of others. Furthermore, the sales of newproducts may prove to be disappointing and fail to reach anticipated levels.
• Pricing pressures, both in the United States and abroad, including rules and practices of managed care groups, judicial decisions and governmental laws and regulations related toMedicare, Medicaid and health care reform, pharmaceutical reimbursement and pricing ingeneral.
• Changes in government laws and regulations, including laws governing intellectual property and the enforcement thereof affecting our business.
• Efficacy or safety concerns with respect to marketed products, whether or not scientifically justified, leading to product recalls, withdrawals or declining sales.
• Significant litigation related to Vioxx and Fosamax.
• Legal factors, including product liability claims, antitrust litigation and governmental investigations, including tax disputes, environmental concerns and patent disputes with brandedand generic competitors, any of which could preclude commercialization of products ornegatively affect the profitability of existing products.
• Lost market opportunity resulting from delays and uncertainties in the approval process of the U.S. Food and Drug Administration and foreign regulatory authorities.
• Increased focus on privacy issues in countries around the world, including the United States and the European Union. The legislative and regulatory landscape for privacy and data protectioncontinues to evolve, and there has been an increasing amount of focus on privacy and dataprotection issues with the potential to affect directly our business, including recently enactedlaws in a majority of states in the United States requiring security breach notification.
• Changes in tax laws including changes related to the taxation of foreign earnings.
• Changes in accounting pronouncements promulgated by standard-setting or regulatory bodies, including the Financial Accounting Standards Board and the Securities and ExchangeCommission (the ‘‘SEC’’), that are adverse to us.
• Economic factors over which we have no control, including changes in inflation, interest rates, foreign currency exchange rates and three-month LIBOR.
This list should not be considered an exhaustive statement of all potential risks and uncertainties. See‘‘Risk Factors’’ above as well as the risk factors described in the documents incorporated herein byreference.
USE OF PROCEEDS
The net proceeds of the offering after giving effect to the underwriting discounts and other expenses are estimated to be $6.459 billion. We intend to use a substantial portion of the net proceedsof the offering to repurchase our common stock. The remaining net proceeds will be used for generalcorporate purposes, including without limitation the repayment of outstanding commercial paperborrowings and upcoming debt maturities.
Our board of directors has authorized purchases of up to $15 billion of our common stock for our treasury. We expect to repurchase approximately $7.5 billion of common stock over the next 12 months,financed through a combination of debt issuance and operating cash flows, with the remainder to berepurchased over time with no time limit. We expect that a substantial portion of these common stockpurchases will be made using affiliates of one or more of the underwriters of the notes.
CAPITALIZATION
The following table sets forth the consolidated capitalization of Merck and its subsidiaries at March 31, 2013 on a historical basis and as adjusted to give effect to the offering.
March 31, 2013
Adjusted
(in millions)
Short-Term Debt:
Loans payable and current portion of long-term debt(1) . . . . . . . . . . . . . . . . . . .
Long-Term Debt:
Long-term debt(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.700% Notes due 2016 offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating Rate Notes due 2016 offered hereby . . . . . . . . . . . . . . . . . . . . . . .
1.300% Notes due 2018 offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating Rate Notes due 2018 offered hereby . . . . . . . . . . . . . . . . . . . . . . .
2.800% Notes due 2023 offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.150% Notes due 2043 offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity(5):
Total Merck & Co., Inc. stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) Loans payable at March 31, 2013 included $2.7 billion of commercial paper borrowings.
(2) Long-term debt at March 31, 2013 consisted of notes and debentures with maturities ranging from 2014 to 2042. In addition, $4.0 billion was available for borrowing under our five-year credit facilitymaturing in May 2017.
(3) Long-term debt includes $10.0 billion of Merck & Co., Inc. debt. The balance of debt is issued by our subsidiaries. Long-term debt at March 31, 2013 does not include the $6.5 billion of notesoffered hereby.
(4) Includes the gross proceeds from the notes offered hereby, which are reflected at their discounted amounts. The discounts will be amortized over the life of the notes, as applicable.
(5) As adjusted equity amounts do not reflect our plans to repurchase up to $15 billion of our RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the three months ended March 31, 2013 and each of the fiscal years ended December 31, 2012 through 2008 are as follows: Three Months
Ended March 31,
Years Ended December 31,
On November 3, 2009, Merck & Co., Inc. and Schering-Plough completed their previously announced merger. The results of Schering-Plough’s business have been included in the ratios aboveonly for periods subsequent to the completion of the merger. Therefore, the ratio for the year endedDecember 31, 2009 does not reflect a full year of legacy Schering-Plough operations and the ratio forthe year ended December 31, 2008 is based on the historical financial statements of pre-mergerMerck & Co., Inc., which became our financial statements as a result of the merger.
For purposes of computing these ratios, ‘‘earnings’’ consist of income before taxes, one-third of rents (deemed by us to be representative of the interest factor inherent in rents), interest expense,interest capitalized, net of amortization and equity (income) loss from affiliates, net of distributions.
‘‘Fixed charges’’ consist of one-third of rents, interest expense as reported in our consolidated financialstatements and dividends on preferred stock. Interest expense does not include interest related touncertain tax positions.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 2016 fixed rate notes, the 2016 floating rate notes, the 2018 fixed rate notes, the 2018 floating rate notes, the 2023 notes and the 2043 notesoffered hereby supplements the general description of debt securities set forth in the accompanyingprospectus under ‘‘Description of Debt Securities We May Offer.’’ References to the ‘‘fixed rate notes’’ refer to the 2016 fixed rate notes, the 2018 fixed rate notes, the 2023 notes and the 2043 notes, collectively. References to the ‘‘floating rate notes’’ refer to the2016 floating rate notes and the 2018 floating rate notes, collectively. References to the ‘‘notes’’ refer tothe fixed rate notes and the floating rate notes, collectively.
We qualify the description of the notes by reference to the indenture as described below. The 2016 fixed rate notes, the 2016 floating rate notes, the 2018 fixed rate notes, the 2018 floating rate notes, the2023 notes and the 2043 notes will each be issued as a separate series of debt securities under theindenture.
The 2016 fixed rate notes will initially be limited to $1,000,000,000 aggregate principal amount and will mature on May 18, 2016. The 2016 floating rate notes will initially be limited to $500,000,000aggregate principal amount and will mature on May 18, 2016. The 2018 fixed rate notes will initially belimited to $1,000,000,000 aggregate principal amount and will mature on May 18, 2018. The 2018floating rate notes will initially be limited to $1,000,000,000 aggregate principal amount and will matureon May 18, 2018. The 2023 notes will initially be limited to $1,750,000,000 aggregate principal amountand will mature on May 18, 2023. The 2043 notes will initially be limited to $1,250,000,000 aggregateprincipal amount and will mature on May 18, 2043.
The notes are unsecured and will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will not be guaranteed by any of oursubsidiaries and will therefore be structurally subordinated to all liabilities of our subsidiaries from timeto time outstanding, including any guarantees provided by our subsidiaries. As of March 31, 2013, theindebtedness of our subsidiaries totaled $6.7 billion and certain of our subsidiaries also guaranteed$6.3 billion aggregate principal amount of our indebtedness.
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess The full defeasance and covenant defeasance provisions of the indenture described under ‘‘Description of Debt Securities We May Offer—Defeasance’’ in the accompanying prospectus willapply to the fixed rate notes, but not to the floating rate notes.
Interest
The notes will bear interest from May 20, 2013.
Fixed Rate Notes
The 2016 fixed rate notes will bear interest at a rate of 0.70% per annum, the 2018 fixed rate notes will bear interest at a rate of 1.30% per annum, the 2023 notes will bear interest at a rate of2.80% per annum, and the 2043 notes will bear interest at a rate of 4.15% per annum. Interest on thefixed rate notes will be payable semi-annually in arrears on May 18 and November 18 of each year,commencing on November 18, 2013, to the person in whose name such notes were registered at theclose of business on the preceding May 3 or November 3, as the case may be. Interest on the fixed ratenotes will be computed on the basis of a 360-day year composed of twelve 30-day months. If anypayment date for the fixed rate notes is not a business day, we will make the payment on the nextbusiness day, but we will not be liable for any additional interest as a result of the delay in payment.
With respect to the fixed rate notes, by business day, we mean any Monday, Tuesday, Wednesday,Thursday or Friday which is not a day when banking institutions in the place of payment are authorizedor obligated by law or executive order to be closed.
Floating Rate Notes
The floating rate notes will bear interest at a variable rate. The interest rate for the floating rate notes for a particular interest period will be a per annum rate equal to LIBOR as determined on theapplicable interest determination date by the calculation agent appointed by us, which initially will bethe trustee, plus 0.19% for the 2016 floating rate notes and plus 0.36% for the 2018 floating rate notes.
The interest rate on the floating rate notes will be reset on the first day of each interest period otherthan the initial interest period (each an ‘‘interest reset date’’). Interest on the floating rate notes will bepayable quarterly on February 18, May 18, August 18 and November 18 of each year, beginningAugust 18, 2013. An interest period is the period commencing on an interest payment date (or, in thecase of the initial interest period, commencing on May 20, 2013) and ending on the day preceding thenext interest payment date. The initial interest period is May 20, 2013 through August 17, 2013. Theinterest determination date for an interest period will be the second London business day precedingsuch interest period (the ‘‘interest determination date’’). The interest determination date for the initialinterest period will be May 16, 2013. All payments of interest on the floating rate notes due on anyinterest payment date will be made to the persons in whose names the floating rate notes are registeredat the close of business on the 15th calendar day immediately preceding the interest payment date(whether or not a business day). However, interest that we pay on the maturity date will be payable tothe person to whom the principal will be payable. Interest on the floating rate notes will be calculatedon the basis of the actual number of days in each quarterly interest period and a 360-day year.
If an interest payment date, other than the maturity date, falls on a day that is not a business day, the interest payment will be postponed to the next day that is a business day, except that if thatbusiness day is in the next succeeding calendar month, the interest payment date will be theimmediately preceding business day. If the maturity date of the floating rate notes falls on a day that isnot a business day, the payment of interest and principal will be made on the next succeeding businessday, and no interest on such payment will accrue for the period from and after the maturity date. Withrespect to the floating rate notes, ‘‘business day’’ is any Monday, Tuesday, Wednesday, Thursday orFriday which is not a day when banking institutions in the place of payment are authorized or obligatedby law or executive order to be closed that is also a London business day. A ‘‘London business day’’ isany day on which dealings in United States dollars are transacted in the London interbank market.
‘‘LIBOR’’ will be determined by the calculation agent in accordance with the following provisions: (1) With respect to any interest determination date, LIBOR will be the rate for deposits in United States dollars having a maturity of three months commencing on the first day of theapplicable interest period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., Londontime, on that interest determination date. If no rate appears, then LIBOR, in respect of thatinterest determination date, will be determined in accordance with the provisions described in(2) below.
(2) With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (1) above, the calculation agent will request the principalLondon offices of each of four major reference banks in the London interbank market, as selectedby the calculation agent, to provide the calculation agent with its offered quotation for deposits inUnited States dollars for the period of three months, commencing on the first day of theapplicable interest period, to prime banks in the London interbank market at approximately11:00 a.m., London time, on that interest determination date and in a principal amount that isrepresentative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that interest determination date will be thearithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR onthe interest determination date will be the arithmetic mean of the rates quoted at approximately11:00 a.m., in the City of New York, on the interest determination date by three major banks inthe City of New York selected by the calculation agent for loans in United States dollars to leadingEuropean banks, having a three-month maturity and in a principal amount that is representativefor a single transaction in United States dollars in that market at that time; provided that if thebanks selected by the calculation agent are not providing quotations in the manner described bythis sentence, LIBOR will be the same as the rate determined for the immediately precedinginterest reset date or if there is no immediately preceding interest reset date, LIBOR will be thesame as the rate determined for the initial interest period.
‘‘Reuters Screen LIBOR01 Page’’ means the display designated on page ‘‘LIBOR01’’ on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for thepurpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage pointbeing rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or 0.0898687))and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent(with one-half cent being rounded upwards).
The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States laws of general application.
The calculation agent will, upon the request of any holder of the floating rate notes, provide the interest rate then in effect with respect to the floating rate notes. All calculations made by thecalculation agent in the absence of manifest error will be conclusive for all purposes and binding on usand the holders of the floating rate notes.
Optional Redemption
The floating rate notes are not redeemable prior to maturity.
The fixed rate notes will be redeemable in whole or in part at any time, at our option, on at least 30 days’, but no more than 60 days’, prior notice mailed to the registered address of each holder ofthat series of fixed rate notes; provided that the principal amount of a fixed rate note remainingoutstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excessthereof. The redemption price will be equal to the greater of (i) 100% of the principal amount of thefixed rate notes to be redeemed or (ii) the sum of the present values of the Remaining ScheduledPayments (as defined below) discounted to the redemption date on a semiannual basis (assuming a360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as definedbelow) plus 5 basis points with respect to the 2016 fixed rate notes, the Treasury Rate plus 10 basispoints with respect to the 2018 fixed rate notes, the Treasury Rate plus 15 basis points with respect tothe 2023 notes and the Treasury Rate plus 15 basis points with respect to the 2043 notes, plus, in eachcase, any interest accrued but not paid to the date of redemption.
‘‘Treasury Rate’’ means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of theComparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as apercentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
‘‘Comparable Treasury Issue’’ means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to theremaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities ofcomparable maturity to the remaining term of such notes.
‘‘Independent Investment Banker’’ means one of the Reference Treasury Dealers appointed by us.
‘‘Comparable Treasury Price’’ means, with respect to any redemption date for the notes, (i) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding thehighest and lowest of such Reference Treasury Dealer Quotations, or (ii) if we obtain fewer than foursuch Reference Treasury Dealer Quotations, the average of all such quotations.
‘‘Reference Treasury Dealer’’ means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and anyadditional primary U.S. governmental securities dealers selected by us; provided, however, that if any ofthe foregoing shall cease to be a primary U.S. government securities dealer in the United States (a‘‘Primary Treasury Dealer’’), we will substitute another Primary Treasury Dealer for such dealer.
‘‘Reference Treasury Dealer Quotations’’ means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for theComparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted inwriting to us by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the thirdbusiness day preceding such redemption date.
‘‘Remaining Scheduled Payments’’ means, with respect to each note to be redeemed, the remaining scheduled payments of principal of and interest on the note that would be due after the relatedredemption date but for the redemption. If that redemption date is not an interest payment date withrespect to a note, the amount of the next succeeding scheduled interest payment on the note will bereduced by the amount of interest accrued on the note to the redemption date.
If fewer than all of the notes of any series are to be redeemed, the trustee will select the particular notes or portions thereof for redemption from the outstanding notes not previously called, pro rata orby lot, or in such other manner as we will direct.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
Further Issues
We may, without the consent of holders of any series of notes offered by this prospectus supplement, issue additional notes having the same ranking and the same interest rate, maturity andother terms as the notes of that series. Any additional notes of any series, together with theoutstanding notes of the applicable series, will constitute a single series of notes under the indenture.
No additional notes may be issued if an event of default has occurred and is continuing with respect tothe applicable series of notes. Additional notes cannot be issued under the same CUSIP number unlessthe additional notes and original notes are fungible for U.S. federal income tax purposes.
Book-Entry System
Upon issuance, the notes of each series will be represented by one or more global notes. Each global note will be deposited with, or on behalf of, The Depository Trust Company, as depository, andregistered in the name of a nominee of the depository.
Investors may elect to hold interests in the global notes held by the depository through e anonyme, ‘‘Clearstream, Luxembourg,’’ or Euroclear Bank S.A./N.V., as operator of the Euroclear System, the ‘‘Euroclear operator,’’ if they are participants of such systems, orindirectly through organizations that are participants in such systems. Clearstream, Luxembourg and theEuroclear operator will hold interests on behalf of their participants through customers’ securities accounts in Clearstream, Luxembourg’s and the Euroclear operator’s names on the books of theirrespective depositories, which in turn will hold such interests in customers’ securities accounts in thedepositories’ names on the books of the depository. Citibank, N.A. will act as depository forClearstream, Luxembourg, and JPMorgan Chase Bank will act as depository for the Euroclearoperator, in such capacities, the ‘‘U.S. depositories.’’ Because holders will acquire, hold and transfersecurity entitlements with respect to the notes through accounts with DTC and its participants,including Clearstream, Luxembourg, the Euroclear operator and their participants, a beneficial holder’srights with respect to the notes will be subject to the laws (including Article 8 of the UniformCommercial Code) and contractual provisions governing a holder’s relationship with its securitiesintermediary and the relationship between its securities intermediary and each other securitiesintermediary and between it and us, as the issuer. Except as set forth below, the global notes may betransferred, in whole and not in part, only to another nominee of the depository or to a successor ofthe depository or its nominee.
Ownership of beneficial interests in a global note will be limited to institutions that have accounts with the depository or its nominee or persons that may hold interests through participants. We havebeen advised by the depository that upon receipt of any payment of principal of, or interest on, aglobal note, the depository will credit, on its book-entry registration and transfer system, accounts ofparticipants with payments in amounts proportionate to their respective beneficial interests in theprincipal amount of the global notes as shown on the records of the depository. Ownership ofbeneficial interests by participants in the global note will be evidenced only by, and the transfer of thatownership interest will be effected only through, records maintained by the depository or its nominee.
Ownership of beneficial interests in the global note by persons that hold through participants will beevidenced only by, and the transfer of that ownership interest within such participant will be effectedonly through, records maintained by participants. The laws of some jurisdictions require that certainpurchasers of securities take physical delivery of such securities in definitive form. These laws mayimpair the ability to transfer beneficial interests in the global note.
Payment of principal of, and interest on, any global note registered in the name of or held by the depository or its nominee will be made to the depository or its nominee, as the case may be, as theregistered owner of the global note. Payments by participants to owners of beneficial interests in aglobal note held through the participants will be governed by standing instructions and customarypractices, as is now the case with securities held for the accounts of customers registered in ‘‘streetname,’’ and will be the sole responsibility of the participants. None of us, the trustee, the underwriters,nor any agent of ours or the trustee will have any responsibility or liability for any aspects of thedepository’s records or any participant’s records relating to, or payments made on account of, beneficialownership interests in a global note or for maintaining, supervising or reviewing any of the depository’srecords or any participant’s records relating to the beneficial ownership interests.
No global note may be transferred except as a whole by the depository to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository.
No global note may be exchanged in whole or in part for notes registered, and no transfer of a global note in whole or in part may be registered, in the name of any person other than the depositoryor any nominee of the depository unless (i) the depository has notified us that it is unwilling or unableto continue as depository for such global note or has ceased to be qualified to act as such as requiredby the indenture, (ii) there has occurred and is continuing an event of default with respect to the notesor (iii) we determine in our sole discretion at any time that the global note shall be so exchangeable.
Any global note that is exchangeable pursuant to the preceding sentence shall be exchangeable in whole for separate notes in registered form of any authorized denomination and of like tenor andaggregate principal amount. These notes shall be registered in the name or names of such person orpersons as the depository instructs the trustee. We expect that these instructions would be based upon directions received by the depository from its participants with respect to ownership of beneficialinterests in such global note.
As long as the depository, or its nominee, is the registered holder of a note, the depository or such nominee, as the case may be, will be considered the sole owner and holder of such global note for allpurposes under the notes and the indenture. Except in the limited circumstances referred to above,owners of beneficial interests in a global note will not be entitled to have such global note registered intheir names, will not receive or be entitled to receive physical delivery of notes in exchange thereforand will not be considered to be the owners or holders of such global note for any purpose under thenotes or the indenture. Accordingly, each person owning a beneficial interest in the global note mustrely on the procedures of the participant through which such person owns its interest to exercise anyrights of a holder under the indenture.
The indenture provides that the depository, as a holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent,waiver, or other action which a holder is entitled to give or take under the indenture.
The depository has advised us as follows: the depository is a limited-purpose trust company organized under the New York Banking Law, a ‘‘banking organization’’ within the meaning of the NewYork Banking Law, a member of the Federal Reserve System, a ‘‘clearing corporation’’ within themeaning of the New York Uniform Commercial Code, and a ‘‘clearing agency’’ registered pursuant tothe provisions of Section 17A of the Exchange Act. The depository was created to hold securities of itsparticipants and to facilitate the clearance and settlement of securities transactions, such as transfersand pledges, among its participants in these securities through electronic computerized book-entrychanges in accounts of the participants, thereby eliminating the need for physical movement ofsecurities certificates. The depository’s participants include securities brokers and dealers, banks, trustcompanies, clearing corporations and other organizations, some of whom (and/or their representatives)own the depository. Access to the depository’s book-entry system is also available to others, such asbanks, brokers, dealers and trust companies, that clear through or maintain a custodial relationshipwith a participant, either directly or indirectly.
Clearstream, Luxembourg advises that it is a limited liability company organized under Luxembourg law. Clearstream, Luxembourg holds securities for its participating organizations,‘‘Clearstream, Luxembourg participants,’’ and facilitates the clearance and settlement of securitiestransactions between Clearstream, Luxembourg participants through electronic book-entry transfersbetween their accounts, thereby eliminating the need for physical movement of securities. Clearstream,Luxembourg provides to Clearstream, Luxembourg participants, among other things, services forsafekeeping, administration, clearance and settlement of internationally traded securities and securitieslending and borrowing. Clearstream, Luxembourg interfaces with domestic securities markets in severalcountries through established depository and custodial relationships. Clearstream, Luxembourg isregistered as a bank in Luxembourg, and as such is subject to regulation by the LuxembourgCommission for the Supervision of the Financial Sector (Commission de Surveillance du SecteurFinancier). Clearstream, Luxembourg participants are world-wide financial institutions, includingunderwriters, securities brokers and dealers, banks, trust companies and clearing corporations.
Clearstream, Luxembourg’s U.S. customers are limited to securities brokers and dealers and banks.
Indirect access to Clearstream, Luxembourg is also available to other institutions such as banks,brokers, dealers and trust companies that clear through or maintain a custodial relationship with aClearstream, Luxembourg customer. Clearstream, Luxembourg has established an electronic bridge withthe Euroclear operator to facilitate settlement of trades between Clearstream, Luxembourg and theEuroclear operator.
Distributions with respect to the notes held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg participants in accordance with its rules andprocedures, to the extent received by the U.S. depository for Clearstream, Luxembourg.
The Euroclear operator advises that the Euroclear System was created in 1968 to hold securities for its participants, ‘‘Euroclear participants,’’ and to clear and settle transactions between Euroclearparticipants through simultaneous electronic book-entry delivery against payment, thereby eliminatingthe need for physical movement of certificates and any risk from lack of simultaneous transfers ofsecurities and cash. The Euroclear System is operated by Euroclear Bank S.A./N.V., the ‘‘Euroclearoperator,’’ under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation.
The Euroclear operator is regulated and examined by the Belgian Banking and Finance Commissionand the National Bank of Belgium. All operations are conducted by the Euroclear operator, and allEuroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclearoperator, not the cooperative. The cooperative establishes policy for Euroclear on behalf of Euroclearparticipants. Euroclear participants include banks, securities brokers and dealers and other professionalfinancial intermediaries and may include the underwriters. Indirect access to Euroclear is also availableto other firms that clear through or maintain a custodial relationship with a Euroclear participant,either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of theEuroclear System, and applicable Belgian law, collectively, the ‘‘terms and conditions.’’ The terms andconditions govern transfers of securities and cash within the Euroclear System, withdrawals of securitiesand cash from the Euroclear System, and receipts of payments with respect to securities in theEuroclear System. All securities in the Euroclear System are held on a fungible basis withoutattribution of specific certificates to specific securities clearance accounts. The Euroclear operator actsunder the terms and conditions only on behalf of Euroclear participants and has no record of orrelationship with persons holding through Euroclear participants.
Distributions with respect to the notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance with the terms and conditions, tothe extent received by the U.S. depository for the Euroclear operator.
Title to book-entry interests in the notes will pass by book-entry registration of the transfer within the records of Clearstream, Luxembourg, the Euroclear operator or the depository, as the case may be,in accordance with their respective procedures. Book-entry interests in the notes may be transferredwithin Clearstream, Luxembourg and within the Euroclear System and between Clearstream,Luxembourg and the Euroclear System in accordance with procedures established for these purposes byClearstream, Luxembourg and the Euroclear operator. Book-entry interests in the notes may betransferred within the depository in accordance with procedures established for this purpose by thedepository. Transfers of book-entry interests in the notes among Clearstream, Luxembourg and theEuroclear operator and the depository may be effected in accordance with procedures established forthis purpose by Clearstream, Luxembourg, the Euroclear operator and the depository.
Secondary market trading between Clearstream, Luxembourg participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operatingprocedures of Clearstream, Luxembourg and the Euroclear System and will be settled using theprocedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through the depository on the one hand, and directly or indirectly through Clearstream, Luxembourg participants or Euroclearparticipants, on the other, will be effected through the depository in accordance with the depository’srules on behalf of the relevant European international clearing system by its U.S. depository; however,these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing system in accordance with its rules andprocedures and within its established deadlines (European time). The relevant European internationalclearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
depository to take action to effect final settlement on its behalf by delivering interests in the notes toor receiving interests in the notes from the depository, and making or receiving payment in accordancewith normal procedures for same-day funds settlement applicable to the depository. Clearstream,Luxembourg participants and Euroclear participants may not deliver instructions directly to theirrespective U.S. depositories.
Because of time-zone differences, credits of interests in the notes received in Clearstream, Luxembourg or the Euroclear system as a result of a transaction with a depository participant will bemade during subsequent securities settlement processing and dated the business day following thedepository settlement date. Credits of interests or any transactions involving interests in the notesreceived in Clearstream, Luxembourg or the Euroclear System as a result of a transaction with adepository participant and settled during subsequent securities settlement processing will be reported tothe relevant Clearstream, Luxembourg participants or Euroclear participants on the business dayfollowing the depository settlement date. Cash received in Clearstream, Luxembourg or the EuroclearSystem as a result of sales of interests in the notes by or through a Clearstream, Luxembourg customeror a Euroclear participant to a depository participant will be received with value on the depositorysettlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cashaccount only as of the business day following settlement in the depository.
Although the depository, Clearstream, Luxembourg and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of interests in the notes among participants of thedepository, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform orcontinue to perform the foregoing procedures and these procedures may be changed or discontinued atany time.
The Paying Agent and Security Registrar
U.S. Bank Trust National Association is the paying agent and security registrar with respect to the UNITED STATES FEDERAL TAX CONSIDERATIONS
The following summary describes the United States federal income tax consequences and, in the case of a non-U.S. Holder (as defined below), the United States federal estate tax consequences, ofpurchasing, owning and disposing of the notes. This summary does not discuss all of the aspects ofUnited States federal income and estate taxation that may be relevant to you in light of your particularinvestment or other circumstances. This summary applies to you only if you are a beneficial owner of anote that holds the note as a capital asset (generally, investment property), and you acquire the note inthis offering for a price equal to the issue price of the notes in the applicable series (i.e., the first priceat which a substantial amount of the notes in the applicable series is sold, other than to bond houses,brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents orwholesalers). In addition, this summary does not address special United States federal income tax rulesthat may be applicable to certain categories of beneficial owners of notes, such as: • United States Holders (as defined below) whose functional currency is not the United States • persons holding notes as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security; • persons subject to the alternative minimum tax; • controlled foreign corporations, passive foreign investment companies and regulated investment companies and shareholders of such corporations; • entities that are tax-exempt for United States federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts; • pass-through entities, including partnerships and entities and arrangements classified as partnerships for United States federal tax purposes, and beneficial owners of pass-throughentities; and • persons that acquire the notes for a price other than the issue price of the notes in the If you are a partnership (or an entity or arrangement classified as a partnership for United States federal tax purposes) holding notes, or a partner in such a partnership, the United States federalincome tax treatment of a partner in the partnership generally will depend on the status of the partner,the activities of the partnership and certain determinations made at the partner level, and you shouldconsult your own tax advisor regarding the United States federal income and estate tax consequencesof purchasing, owning and disposing of the notes.
This summary is based on United States federal income and estate tax law, including the provisions of the Internal Revenue Code of 1986, as amended (the ‘‘Internal Revenue Code’’), Treasuryregulations, administrative rulings and judicial authorities, all as in effect or in existence as of the dateof this prospectus supplement. Subsequent developments in United States federal income and estate taxlaw, including changes in law or differing interpretations, which may be applied retroactively, couldhave a material effect on the United States federal income and estate tax consequences of purchasing,owning and disposing of notes as set forth in this summary. We cannot assure you that the Internal Revenue Service (the ‘‘IRS’’), will not challenge one or more of the tax consequences described in thissummary, and we have not obtained, nor do we intend to obtain, any ruling from the IRS or opinion ofcounsel with respect to the tax consequences of the purchase, ownership or other disposition of thenotes. In addition, this summary does not discuss the recently enacted Medicare tax on investmentincome, any United States state or local income or foreign income or other tax consequences.
Before you purchase notes, you should consult your own tax advisor regarding the particular
United States federal, state and local and foreign income and other tax consequences of acquiring,
owning and disposing of the notes that may be applicable to you.

United States Holders
The following summary applies to you only if you are a United States Holder (as defined below).
A ‘‘United States Holder’’ is a beneficial owner of a note or notes that is for United States federalincome tax purposes: • an individual citizen or resident of the United States; • a corporation (or other entity classified as a corporation for these purposes) created or organized in or under the laws of the United States, any State thereof or the District ofColumbia; • an estate, the income of which is subject to United States federal income taxation regardless of • a trust, if (1) a United States court is able to exercise primary supervision over the trust’s administration and one or more ‘‘United States persons’’ (within the meaning of the InternalRevenue Code) has the authority to control all of the trust’s substantial decisions, or (2) thetrust has a valid election in effect under applicable Treasury regulations to be treated as a‘‘United States person.’’ Payments of Interest
Stated interest on your notes will be taxed as ordinary interest income. In addition: • if you use the cash method of accounting for United States federal income tax purposes, you will have to include the interest on your notes in your gross income at the time you receive theinterest; and • if you use the accrual method of accounting for United States federal income tax purposes, you will have to include the interest on your notes in your gross income at the time the interestaccrues.
Sale or Other Disposition of Notes
Upon the sale, redemption, retirement, exchange or other taxable disposition of the notes, you generally will recognize taxable gain or loss equal to the difference, if any, between: • the amount realized on the disposition (less any amount attributable to accrued interest, which will be taxable as ordinary interest income, to the extent not previously included in gross income,in the manner described under ‘‘—Payments of Interest’’); and Your tax basis in your notes generally will be their cost, reduced by any payments on the notes otherthan stated interest payments.
Your gain or loss generally will be capital gain or loss. This capital gain or loss will be long-term capital gain or loss if, at the time of the disposition, you have held the notes for more than one year.
Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income. If youare a non-corporate United States Holder, your long-term capital gain generally will be subject to apreferential rate of United States federal income tax.
Information Reporting and Backup Withholding
In general, information reporting requirements apply to payments to a non-corporate United States Holder of interest on the notes and the proceeds of a sale or other disposition (including aretirement or redemption) of the notes.
In general, ‘‘backup withholding’’ may apply: • to any payments made to you of principal of and interest on your note, and • to payment of the proceeds of a sale or other disposition (including a redemption or retirement) if you are a non-corporate United States Holder and you fail to provide a correct taxpayeridentification number or otherwise comply with applicable requirements of the backup withholdingrules.
Backup withholding is not an additional tax and may be credited against your United States federal income tax liability, provided that correct information is timely provided to the IRS.
Non-U.S. Holders
The following summary applies to you if you are a beneficial owner of a note and you are neither a United States Holder (as defined above) nor a partnership (or an entity or arrangement classified asa partnership for United States federal tax purposes) (a ‘‘non-U.S. Holder’’).
United States Federal Withholding Tax
Under current United States federal income tax laws, and subject to the discussion below, United States federal withholding tax will not apply to payments by us or our paying agent (in its capacity assuch) of principal of and interest on your notes under the ‘‘portfolio interest’’ exception of the InternalRevenue Code, provided that in the case of interest: • you do not, directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning ofSection 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder; • you are not a controlled foreign corporation for United States federal income tax purposes that is related, directly or indirectly, to us through sufficient stock ownership (as provided in theInternal Revenue Code); • you are not a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue • such interest is not effectively connected with your conduct of a trade or business within the • you provide a signed written statement, on an IRS Form W-8BEN (or other applicable form) which can reliably be related to you, certifying under penalties of perjury that you are not a‘‘United States person’’ within the meaning of the Internal Revenue Code, and providing yourname and address to: (B) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds your notes on your behalfand that certifies to us or our paying agent under penalties of perjury that it, or the bank orfinancial institution between it and you, has received from you your signed, writtenstatement and provides us or our paying agent with a copy of this statement.
The applicable Treasury regulations provide alternative methods for satisfying the foregoing certification requirement. In addition, under these Treasury regulations, special rules apply topass-through entities and this certification requirement may also apply to beneficial owners ofpass-through entities.
If you cannot satisfy the requirements of the ‘‘portfolio interest’’ exception described above, payments of interest made to you will be subject to 30% United States federal withholding tax unlessyou provide the applicable withholding agent with a properly executed (1) IRS Form W-8ECI (or otherapplicable form) stating that interest paid on your notes is not subject to withholding tax because it iseffectively connected with your conduct of a trade or business within the United States, or (2) IRSForm W-8BEN (or other applicable form) claiming an exemption from or reduction in this withholdingtax under an applicable income tax treaty.
United States Federal Income Tax
Except for the possible application of United States federal withholding tax (see ‘‘—United States Federal Withholding Tax’’ above) and backup withholding tax (see ‘‘—Backup Withholding andInformation Reporting’’ below), you generally will not have to pay United States federal income tax onpayments of principal of and interest on your notes, or on any gain realized from (or accrued interesttreated as received in connection with) the sale, redemption, retirement at maturity or other taxabledisposition of your notes unless: • in the case of interest payments or disposition proceeds representing accrued interest, you cannot satisfy the requirements of the ‘‘portfolio interest’’ exception described above (and yourUnited States federal income tax liability has not otherwise been fully satisfied through theUnited States federal withholding tax described above); • in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or other disposition of your notes and specific otherconditions are met (in which case, except as otherwise provided by an applicable income taxtreaty, the gain, which may be offset by United States source capital losses, generally will besubject to a flat 30% United States federal income tax, even though you are not considered aresident alien under the Internal Revenue Code); or • the interest or gain is effectively connected with your conduct of a trade or business within the United States and, if required by an applicable income tax treaty, is attributable to a UnitedStates ‘‘permanent establishment’’ maintained by you.
If you are engaged in a trade or business within the United States, and interest or gain in respect of your notes is effectively connected with the conduct of your trade or business (and, if required by anapplicable income tax treaty, is attributable to a United States ‘‘permanent establishment’’ maintainedby you), the interest or gain generally will be subject to United States federal income tax on a net basisat the regular graduated rates and in the manner applicable to a United States Holder (although theinterest will be exempt from the withholding tax discussed in the preceding paragraphs if you provideto the applicable withholding agent a properly executed IRS Form W-8ECI (or other applicable form)on or before any payment date to claim the exemption). In addition, if you are a non-U.S. Holder thatis a corporation, you may be subject to a branch profits tax equal to 30% of your effectively connectedearnings and profits for the taxable year, as adjusted for certain items, unless a lower rate applies toyou under an applicable income tax treaty.
Backup Withholding and Information Reporting
Under current Treasury regulations, backup withholding and certain information reporting will not apply to payments made on the notes to you if you have provided to the applicable withholding agentthe required certification that you are not a United States person as described in ‘‘—United StatesFederal Withholding Tax’’ above, provided that the applicable withholding agent does not have actualknowledge or reason to know that you are a United States person. However, the applicable withholdingagent generally is required to report to the IRS and to you payments of interest on the notes and theamount of United States federal income tax, if any, withheld with respect to those payments. Copies ofthe information returns reporting such interest payments and any withholding may also be madeavailable to the tax authorities in the country in which you reside under the provisions of a treaty oragreement.
The gross proceeds from the disposition of your notes may be subject, in certain circumstances discussed below, to information reporting and backup withholding tax. If you sell your notes outside theUnited States through a non-United States office of a non-United States broker and the sales proceedsare paid to you outside the United States, then the United States backup withholding and informationreporting requirements generally will not apply to that payment. However, United States informationreporting, but not backup withholding, will apply to a payment of sales proceeds, even if that paymentis made outside the United States, if you sell your notes through a non- United States office of abroker that is a United States person (as defined in the Internal Revenue Code) or has certainenumerated connections with the United States, unless the broker has documentary evidence in its filesthat you are not a United States person and certain other conditions are met or you otherwise establishan exemption. If you receive payments of the proceeds of a sale of your notes to or through a UnitedStates office of a broker, the payment will be subject to both United States backup withholding andinformation reporting unless you provide a Form W-8BEN certifying that you are not a United Statesperson or you otherwise establish an exemption, provided that the broker does not have actualknowledge, or reason to know, that you are a United States person or that the conditions of any otherexemption are not, in fact, satisfied.
You should consult your own tax advisor regarding application of the backup withholding in your particular circumstances and the availability of and procedure for obtaining an exemption from backupwithholding under current Treasury regulations. Backup withholding is not an additional tax, and anyamounts withheld under the backup withholding rules from a payment to you will be allowed as arefund or credit against your United States federal income tax liability, provided the requiredinformation is timely provided to the IRS.
United States Federal Estate Tax
Unless otherwise provided in an estate tax or other treaty, if you are an individual and are not a United States citizen or a resident of the United States (as specially defined for United States federalestate tax purposes) at the time of your death, your notes generally will not be subject to the UnitedStates federal estate tax, unless, at the time of your death: • you directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning ofsection 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder; or • your interest on the notes is effectively connected with your conduct of a trade or business UNDERWRITING
Subject to the terms and conditions contained in an underwriting agreement, dated as of the date of this prospectus supplement between us and the underwriters named below, for whom BNP ParibasSecurities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and MorganStanley & Co. LLC are acting as representatives, we have agreed to sell to each underwriter, and eachunderwriter has severally agreed to purchase from us, the principal amount of notes that appearsopposite its name in the table below: Principal
Principal
Principal
Principal
Amount of
Amount of
Amount of
Amount of
Principal
Principal
2016 fixed
2016 floating
2018 fixed
2018 floating
Amount of
Amount of
Underwriter
rate notes
rate notes
rate notes
rate notes
2023 notes
2043 notes
Fenner & SmithIncorporated . . . . . . .
Total . . . . . . . . . . . . . $1,000,000,000 $500,000,000 $1,000,000,000 $1,000,000,000 $1,750,000,000 $1,250,000,000 The underwriters are offering the notes subject to their acceptance of the notes from us and subject to prior sale. The underwriting agreement provides that the obligations of the severalunderwriters to pay for and accept delivery of the notes offered by this prospectus supplement aresubject to certain conditions. The underwriters are obligated to take and pay for all of the notesoffered by this prospectus supplement if any such notes are taken.
The underwriters initially propose to offer some of the notes to the public at the public offering prices that appear on the cover page of this prospectus supplement. In addition, the underwritersinitially propose to offer some of the notes to certain dealers at the public offering prices less a concession not to exceed 0.15% of the principal amount, with respect to the 2016 fixed rate notes andthe 2016 floating rate notes, 0.20% of the principal amount, with respect to the 2018 fixed rate notesand the 2018 floating rate notes, 0.30% of the principal amount, with respect to the 2023 notes, and0.50% of the principal amount, with respect to the 2043 notes. Any underwriter may allow, and anysuch dealer may reallow, a concession not to exceed 0.10% of the principal amount, with respect to the2016 fixed rate notes and the 2016 floating rate notes, 0.025% of the principal amount, with respect tothe 2018 fixed rate notes and the 2018 floating rate notes, 0.20% of the principal amount, with respectto the 2023 notes, and 0.25% of the principal amount, with respect to the 2043 notes, on sales tocertain other dealers. After the initial offering of the notes to the public, the representatives maychange the public offering prices and concessions. The underwriters may from time to time vary theoffering prices and other selling terms. The underwriters may offer and sell notes through certain oftheir affiliates.
The following table shows the underwriting discounts that we will pay to the underwriters in connection with the offering of the notes: 2016 fixed
2016 floating
2018 fixed
2018 floating
Paid by us
rate notes
rate notes
rate notes
rate notes
2023 notes
2043 notes
Expenses associated with this offering to be paid by us, other than underwriting discounts, are estimated to be approximately $3.3 million.
We have also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the underwriters may be required to makein respect of any such liabilities.
The notes are new issues of securities, and there are currently no established trading markets for the notes. We do not intend to apply for the notes to be listed on any securities exchange or automateddealer quotation system. The underwriters have advised us that they intend to make a market in thenotes of each series, but they are not obligated to do so. The underwriters may discontinue any marketmaking in the notes at any time at their sole discretion. Accordingly, we cannot assure you that liquidtrading markets will develop for the notes, that you will be able to sell your notes at a particular timeor that the prices you receive when you sell will be favorable.
In connection with the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the prices of the notes. Specifically, the underwriters mayoverallot in connection with the offering of the notes, creating syndicate short positions. In addition,the underwriters may bid for and purchase notes in the open market to cover syndicate short positionsor to stabilize the prices of the notes. Finally, the underwriting syndicate may reclaim sellingconcessions allowed for distributing the notes in the offering of the notes, if the syndicate repurchasespreviously distributed notes in syndicate covering transactions, stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market prices of the notes above independentmarket levels. The underwriters are not required to engage in any of these activities, and may end anyof them at any time.
Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of theFinancial Industry Regulatory Authority (‘‘FINRA’’).
Conflicts of Interest
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing andbrokerage activities. From time to time in the ordinary course of their respective businesses, certain ofthe underwriters and their affiliates have engaged in and may in the future engage in commercialbanking, derivatives and/or financial advisory, investment banking and other commercial transactionsand services with us and our affiliates for which they have received or will receive customary fees andcommissions.
We expect that a substantial portion of the net proceeds from this offering will be used to repurchase our common stock through one or more of the underwriters. Accordingly, affiliates of oneor more of the underwriters will receive more than 5% of the proceeds of this offering, not includingunderwriting compensation. As a result, such underwriters will have a ‘‘conflict of interest’’ as definedin Rule 5121 adopted by FINRA. Consequently, this offering will be conducted in accordance withRule 5121. No underwriter having a conflict of interest will confirm sales to accounts over whichdiscretionary authority is exercised without the prior written consent of the account holder. Inaccordance with Rule 5121, a ‘‘qualified independent underwriter’’ is not required because the notesoffered are investment grade rated, as that term is defined in Rule 5121.
Substantially all of the underwriters or their affiliates are participants in our $4.0 billion, five-year credit facility maturing in May, 2017. Certain of the underwriters or their affiliates are also dealers inour commercial paper program.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or relatedderivative securities) and financial instruments (including bank loans) for their own account and for theaccounts of their customers. Such investments and securities activities may involve securities and/orinstruments of ours or our affiliates. If any of the underwriters or their affiliates have a lendingrelationship with us, certain of those underwriters or their affiliates routinely hedge, and certain otherof those underwriters may hedge, their credit exposure to us consistent with their customary riskmanagement policies. Typically, these underwriters and their affiliates would hedge such exposure byentering into transactions which consist of either the purchase of credit default swaps or the creation ofshort positions in our securities, including potentially the notes offered hereby. Any such credit defaultswaps or short positions could adversely affect future trading prices of the notes offered hereby. Theunderwriters and their affiliates may also make investment recommendations and/or publish or expressindependent research views in respect of such securities or financial instruments and may hold, orrecommend to clients that they acquire, long and/or short positions in such securities and instruments.
Selling Restrictions
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each underwriter has represented and agreedthat with effect from and including the date on which the Prospectus Directive is implemented in thatRelevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make anoffer of notes which are the subject of the offering contemplated by this prospectus supplement to thepublic in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investorsas defined in the Prospectus Directive), as permitted under the Prospectus Directive, subjectto obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of notes shall require the issuer or any underwriter to publish a prospectuspursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 ofthe Prospectus Directive.
For the purposes of this provision, the expression an ‘‘offer of notes to the public’’ in relation to any notes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the notes to be offered so as to enable an investorto decide to purchase or subscribe the notes, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State, the expression ‘‘ProspectusDirective’’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD AmendingDirective, to the extent implemented in the Relevant Member State), and includes any relevantimplementing measure in the Relevant Member State and the expression ‘‘2010 PD AmendingDirective’’ means Directive 2010/73/EU.
United Kingdom
Each underwriter has represented and agreed that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement toengage in investment activity (within the meaning of Section 21 of the Financial Services and MarketsAct 2000 (the ‘‘Act’’)) in connection with the issue or sale of the notes in circumstances in whichSection 21(1) of such Act does not apply to us and (b) it has complied and will comply with allapplicable provisions of such Act with respect to anything done by it in relation to any notes in, fromor otherwise involving the United Kingdom.
Hong Kong
This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The notes will not beoffered or sold in Hong Kong other than (a) to ‘‘professional investors’’ as defined in the Securitiesand Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) inother circumstances which do not result in the document being a ‘‘prospectus’’ as defined in theCompanies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public withinthe meaning of that Ordinance. No advertisement, invitation or document relating to the notes which isdirected at, or the contents of which are likely to be accessed or read by, the public of Hong Kong(except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issuedin Hong Kong or elsewhere other than with respect to notes which are or are intended to be disposedof only to persons outside Hong Kong or only to ‘‘professional investors’’ as defined in the Securitiesand Futures Ordinance and any rules made under that Ordinance.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus and any other document or material in connection with the offer or sale,or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor maythe notes be offered or sold, or be made the subject of an invitation for subscription or purchase,whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor underSection 274 of the Securities and Futures Act (Chapter 289) (the ‘‘SFA’’), (ii) to a relevant person, orany person pursuant to Section 275(1A), and in accordance with the conditions, specified inSection 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, anyother applicable provision of the SFA. Where the notes are subscribed or purchased under Section 275by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole businessof which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accreditedinvestor, then securities, debentures and units of securities and debentures of that corporation or thebeneficiaries’ rights and interest in that trust shall not be transferable for 6 months after thatcorporation or that trust has acquired the notes under Section 275 except: (i) to an institutionalinvestor under Section 274 of the SFA or to a relevant person, or any person pursuant toSection 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) whereno consideration is given for the transfer; or (iii) by operation of law.
Japan
The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directlyor indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale,directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws,regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatoryauthorities in effect at the relevant time. For the purposes of this paragraph, ‘‘Japanese Person’’ shallmean any person resident in Japan, including any corporation or other entity organized under the lawsof Japan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to ‘‘incorporate by reference’’ the information in documents that we file with them. This means that we can disclose important information to you by referring you to thosedocuments. The information incorporated by reference is an important part of this prospectussupplement and the accompanying prospectus. The information we incorporate by reference in thisprospectus supplement supersedes the information incorporated by reference in the accompanyingprospectus, and information in documents that we file after the date of this prospectus supplement andbefore the termination of the offering to which this prospectus supplement relates will automaticallyupdate information in this prospectus supplement and the accompanying prospectus. We incorporate byreference the documents listed below and filed with the SEC as well as any future filings underExchange Act File No. 001-06571 we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)of the Exchange Act prior to the termination of the offering to which this prospectus supplementrelates (other than Current Reports or portions thereof furnished under Item 2.02 or Item 7.01 of ourCurrent Reports on Form 8-K): • our Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 28, • our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 filed on • our Current Report on Form 8-K filed on March 7, 2013; and • our Definitive Proxy Statement on Schedule 14A filed on April 15, 2013 (solely to the extent incorporated by reference into our Annual Report on Form 10-K for the year endedDecember 31, 2012).
We will provide, without charge, copies of any document incorporated by reference into this prospectus supplement, excluding exhibits other than those that are specifically incorporated byreference in this prospectus supplement. You can obtain a copy of any document incorporated byreference by writing or calling us at our principal executive offices as follows: Attention: Stockholder Services Department VALIDITY OF THE NOTES
The validity of the notes will be passed upon for us by Bruce N. Kuhlik, our Executive Vice President and General Counsel, and for the underwriters by Davis Polk & Wardwell LLP, New York,New York. In addition, Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, hasrepresented us in connection with various matters for this offering. As of May 9, 2013, Mr. Kuhlikowned, directly and indirectly, 108,385 shares of our common stock and options to purchase 556,339additional shares of our common stock.
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over FinancialReporting) incorporated in this prospectus supplement and accompanying prospectus by reference tothe Annual Report on Form 10-K for the year ended December 31, 2012 have been so incorporated inreliance on the report of PricewaterhouseCoopers LLP, an independent registered public accountingfirm, given on the authority of said firm as experts in auditing and accounting.
PROSPECTUS
7SEP201207512710
Merck & Co., Inc.
Debt Securities
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