Fitch Affirms Merck & Co.'s IDR at 'A+'; Outlook Negative

  Fitch Affirms Merck & Co.'s IDR at 'A+'; Outlook Negative

Business Wire

CHICAGO -- May 3, 2013

Fitch Ratings has affirmed Merck & Co.'s (Merck) ratings, including the Issuer
Default Rating (IDR) at 'A+'. The Rating Outlook is revised to Negative from
Positive. A full list of ratings affirmed is listed below.

The ratings apply to approximately $20.5 billion in outstanding debt.

KEY RATING DRIVERS

Leveraging Share-Buybacks Pressure Credit Profile

On April 1, Merck announced the expansion of its share repurchase program by
$15 billion to $16.1 billion. The company intends to use debt issuances, in
part, to repurchase $7.5 billion worth of shares over the next 12 months with
the timing of the remaining buybacks to be open-ended. Merck has ample
liquidity via cash on hand and operating cash flow generation to complete the
repurchasing activity without harm to the credit profile. However, the plan to
partially fund the program through debt financing will halt positive momentum
the company gained through solid operational performance through its long
patent cliff period.

Leverage Improvement to Reverse

The Negative Outlook reflects Fitch's concern that the pacing and financing of
the share repurchase program could drive debt leverage to a level that is no
longer reflective of the 'A+' IDR. If the company were to fund two-thirds, or
$10 billion, of the planned share repurchases through debt issuance, Fitch
sees an increase in total debt leverage (gross debt to EBITDA) to greater than
1.5x in 2014. This would likely result in a one-notch downgrade of the IDR, to
'A'. In addition, Merck faces $6 billion of debt maturing in 2013-2015, which
Fitch expects the company to refinance.

Solid EBITDA growth following the 2009 merger with Schering Plough has driven
improvement in gross debt leverage and adjusted debt leverage to 1.2x and
1.3x, respectively, at the end of 2012 from 2.1x and 2.2x in 2009. However,
further leverage improvement is not expected given the potential for
incremental debt to fund accelerated share repurchases over the ratings
horizon.

Patent Expiration Pressures Subsiding

Merck is approaching the end of a long-standing patent expiration period
following annualizing the patent lapse of the once top-selling drug Singulair
in August 2013. Company sales fell by 1.6% and 9.0% in 2012 and the first
quarter of 2013 (1Q'13), respectively, due in part to rapidly declining
Singulair revenues. Merck's exposure to drug patent expiring over the next
three-year horizon ending 2015, excluding Singulair, is more manageable at
15.9% of revenues.

Fitch anticipates the revenue decrease due to expiring drug patents will peak
in 2013 led by the sales erosion of Singulair. Easing pressure from the
Singulair patent loss in the second half of the year, a return to growth of
the Januvia franchise, and continued demand for the vaccine portfolio and core
drug products may lessen the revenue decline experienced in 1Q'13.

Fitch believes Merck can mitigate the present patent risk through demand for
its current diversified product portfolio, and commercialization of a broad
late-stage research program over the long term. Accordingly, Fitch expects
compound annual growth (CAGR) in 2012-2016 for the overall company of 0.1%,
and improved growth during a recovery phase in 2013-2016 of 1.65%.

Ample Liquidity Available

Merck's sustained strong free cash flow (FCF)generation and large cash and
short-term investments provide liquidity to address upcoming maturities
totaling nearly $6 billion in 2013-2015. The company generated free cash flow
of $2.8 billion in 2012, down from $5.8 billion in 2011, due to a $960 million
legal settlement and $1.3 billion in pension contributions.

Fitch still expects that FCF will remain above $5 billion annually and FCF
margin sustained above 10% through 2016 despite an increasing dividend, higher
capital spending, and pressure from declining Singulair revenues in the first
half of 2013.

Merck's strong liquidity is supported by cash and short-term investments of
$16.1 billion and $7.3 billion of long-term investments at the end of 2012. In
addition, Merck had full capacity under a five-year $4 billion revolving
credit facility due May 2017.

RATING SENSITIVITIES

Positive rating action is unlikely given the expanded share repurchase
program. An upgrade to 'AA-' would require sustained gross debt leverage in
the range of 1.0x to 1.3x. Leverage in this range is possible if Merck is able
to couple operational improvement with financially-disciplined share
repurchasing. Operational improvement would be demonstrated by sustained
positive sales growth, through demand for core drug products and uptake of new
medicines, subsequent to a trough in 2013.

A downgrade of the ratings would result from a rise in total debt leverage
above 1.5x in the intermediate term. The increase in total debt leverage would
likely result from incremental borrowing for funding the expanded share
repurchase program. Leverage pressure could also result from operational
weakness due to inability to achieve cost-containment targets, or ongoing
negative sales growth despite the imminent end of the company's patent cliff.

Fitch affirms the following ratings:

--Long-term IDR at 'A+';

--Senior unsecured debt rating at 'A+';

--Bank loan rating at 'A+';

--Short-term IDR at 'F1';

---Commercial paper rating at 'F1'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--Corporate Rating Methodology' dated Aug. 8, 2012

--'Rating Pharmaceutical Companies - Sector Credit Factors', dated Aug. 9,
2012

Applicable Criteria and Related Research

Rating Pharmaceutical Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684459

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=790372

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