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Merck Kgaa, Merck Financial Services Gmbh

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Merck Kgaa, Merck Financial Services Gmbh 1st Supplement, dated June 28, 2019 to the Base Prospectus dated April 3, 2019. This document constitutes a supplement (the "Supplement") for the purposes of Art. 16 (1) of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended or superseded (the "Prospectus Directive") and Art. 13 (1) of the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated July 10, 2005 as amended (the "Luxembourg Prospectus Law") which implements the Prospectus Directive into Luxembourg law, to the base prospectus of Merck KGaA and Merck Financial Services GmbH, dated April 3, 2019, (the "Base Prospectus") relating to issues of non-equity securities within the meaning of Art. 22 No. 6 (4) of Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended. Merck KGaA (Darmstadt, Germany) as Issuer and, in respect of Notes issued by Merck Financial Services GmbH, as Guarantor Merck Financial Services GmbH (Darmstadt, Germany) as Issuer EUR 15,000,000,000 Debt Issuance Program The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority under the Prospectus Directive has approved this Supplement as a supplement within the meaning of Art. 16 (1) of the Prospectus Directive pursuant to article 13 (1) of the Luxembourg Prospectus Law. By approving this Supplement, CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuers. Each Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that the Supplement has been drawn up in accordance with the Luxembourg Prospectus Law. The Issuers may request the CSSF to provide further competent authorities in host Member States within the European Economic Area with such notification. Right to withdraw In accordance with Article 13 paragraph 2 of the Luxembourg Act, investors who have already agreed to purchase or subscribe for the securities before the Supplement is published have the right, exercisable within two working days after the publication of this Supplement, to withdraw their acceptances, provided that the new factor arose before the final closing of the offer to the public and the delivery of the securities. The final date for the right of withdrawal will be July 2, 2019. This Supplement together with the Base Prospectus and the documents incorporated by reference therein are also available for viewing at www.bourse.lu. The purpose of this Supplement is to incorporate by reference the relevant parts of the German and English language unaudited condensed consolidated interim financial statements for the three-month period ended March 31, 2019 of Merck KGaA as set out in the below table, and to amend other disclosure on the Group. This Supplement is supplemental to, and should be read in conjunction with the Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used in this Supplement. Merck KGaA ("Merck") and Merck Financial Services GmbH ("Merck FS") (each of Merck KGaA and Merck FS an "Issuer" and together the "Issuers") are solely responsible for the information given in this Supplement. Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement for which it is responsible, is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Arranger and the Dealers have not separately verified the information contained in this Supplement. Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any responsibility, with respect to the accuracy or completeness of any information contained in this Supplement. Neither this Supplement nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Arranger or the Dealers that any recipient of this Supplement or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Supplement and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Supplement nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. To the extent that there is any inconsistency between any statement included in this Supplement and any statement included or incorporated by reference in the Base Prospectus, the statements in this Supplement will prevail. Save as disclosed on pages 2-29 of this Supplement, there has been no other significant new factor, material mistake or inaccuracy since the publication of the Base Prospectus. 2 1. Summary - Section B - Merck KGaA as [Issuer] [Guarantor] - Element B.12 On page 9 of the Base Prospectus, in Element B.12 of the Summary, the information under the heading "Selected historical key financial information regarding the Group" shall be deleted in its entirety and replaced by the following wording: "Selected historical key financial information regarding the Group The following tables set forth selected financial information relating to Merck. The financial information has been extracted from the audited consolidated financial statements of the Group for the financial years ended December 31, 2017 and December 31, 2018 respectively, as well as from the Group's unaudited condensed consolidated interim financial statements for the three-month period ended March 31, 2019. The audited consolidated financial statements for the financial years ended December 31, 2017 and December 31, 2018, as well as the unaudited condensed consolidated interim financial information for the three- month period ended March 31, 2019 have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS"), and the additional requirements of German commercial law pursuant to Section 315e (1) German Commercial Code (Handelsgesetzbuch; "HGB"). The first-time application of IFRS 9 and IFRS 15 as of January 1, 2018 should be considered when comparing 2017 and 2018 financial information. Where financial information in the following table is labelled "audited", this means that it was taken or derived from the audited consolidated financial statements of the Group as of and for the financial years ended December 31, 2017 and December 31, 2018, respectively. Three-month ended Fiscal Year March 31, ended December 31, in EUR million 2019 20181 2018 20171 (unaudited) (audited unless labelled otherwise) Net sales2 .................................................................. 3,746 3,486 14,836 14,517 Operating result (EBIT)2, 3*....................................... 379 502 1,727 2,423 Margin (% of net sales)2*................................... 10.1% 14.4% 11.6% 16.7% EBITDA2, 4* .............................................................. 853 924 3,528 4,164 Margin (% of net sales)2, 5*................................ 22.8% 26.5% 23.8% 28.7% EBITDA pre2, 6* ........................................................ 929 967 3,800 4,246 Margin (% of net sales)2* .................................. 24.8% 27.7% 25.6% 29.3% Profit after tax2, 7 ....................................................... 190 342 7.76 5.99 Net cash flows from operating activities7.................. 493 380 2,219 2,696 * Not defined by International Financial Reporting Standards (IFRS). 1 Figures for fiscal year 2017 and Q1 2018 have been adjusted for effects from new accounting standards and other presentation and measurement changes. 2 The net sales and profit after tax refer to the continuing business areas of the Group. Net sales of the Consumer Health business for the financial year 2018 were no longer reported in Group sales, as this business was to be classified as a discontinued operation pursuant to IFRS 5 during 2018 and sold as of December 1, 2018. Figures for fiscal year 2017 were adjusted accordingly 3 EBIT is defined as a key figure for earnings before interest and taxes on income. Equals the operating result. 4 EBITDA is defined as a key figure for earnings before interest, taxes on income, depreciation, amortization, impairments and reversals of impairments: depreciation, amortization, impairments and reversals of impairments are added back to EBIT. 5 Unaudited. 6 "EBITDA pre" excludes in addition to EBITDA specific income and expense of a one-time nature such as integration and restructuring costs, acquisition-related items, and other one-time items. 7 Including discontinued operations. 3 As of March 31, As of December 31, in EUR million 2019 2018 2017 (unaudited) Net financial debt* .................................................... 7,089 6,701 10,144 Working capital* ....................................................... 3,782 3,486 3,387 * Not defined by International Financial Reporting Standards (IFRS). Trend information Not applicable. There has been no material adverse change in the prospects of Merck since December 31, 2018. Significant change in the financial and trading position Except
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