ANNUAL REPORT 2014 DELIVERING GROWTH MERCK GROUP → KEY FIGURES Change € million 2014 2013 in % Total revenues 11,500.8 11,095.1 3.7 Sales 11,291.5 10,700.1 5.5 Operating result (EBIT) 1,762.0 1,610.8 9.4 Margin (% of sales) 15.6 15.1 EBITDA 3,122.9 3,069.2 1.7 Margin (% of sales) 27.7 28.7 EBITDA pre one-time items 3,387.7 3,253.3 4.1 Margin (% of sales) 30.0 30.4 Earnings per share (€)1 2.66 2.77 –4.0 Earnings per share pre one-time items (€)1 4.60 4.39 4.8 Business free cash flow 2,605.1 2,960.0 –12.0 1 Taking into account the share split; previous year’s figures have been adjusted accordingly. See “Earnings per share” in the Notes to the Consolidated Financial Statements. MERCK GROUP → SALES € million 2014 → 11,291.5 2013 → 10,700.1 2012 → 10,740.8 2011 → 9,905.9 2010 → 8,928.9 MERCK GROUP → EBITDA PRE ONE-TIME ITEMS € million 2014 → 3,387.7 2013 → 3,253.3 2012 → 2,964.9 2011 → 2,723.8 2010 → 2,545.0 MERCK GROUP → Merck is a leading company for innovative and top-quality high- tech products in healthcare, life science and performance materials. Around 39,000 Merck employees work in 66 countries MERCK GROUP MERCK structure Company to improve the quality of life for patients, to foster the success → of customers and to help meet global challenges. MERCK GROUP → BUSINESS SECTORS AND BUSINESSES as of January 1, 2015 Merck Group Performance Healthcare Life Science Business sectors Materials Performance Merck Serono Merck Millipore Materials Businesses Consumer Health Allergopharma Biosimilars Effective January 1, 2015 Merck changed the structure of its financial reporting. As of the first quarter of 2015, the following three business sectors will be used for reporting purposes: → Healthcare comprises the Merck Serono, Consumer Health, Allergopharma and Biosimilars businesses. → Life Science refers to the business of Merck Millipore. → Performance Materials corresponds to the business of the same name. 208 mm ” WE ARE ALL PURSUING ONE GOAL: DELIVERING GROWTH WITH OUR IDEAS AND COMMITMENT TO OUR DAILY WORK. TO BENEFIT OUR PATIENTS, OUR CUSTOMERS, OUR SHAREHOLDERS AND OUR SOCIETY.” KARL-LUDWIG KLEY, Chairman of the Executive Board of Merck MERCK GROUP → HIGHLIGHTS of 2014 MAY 2 → ACQUISITION OF AZ ELECTRONIC MERCK GROUP GROUP MERCK Highlights 2014 ← MATERIALS Through the acquisition of AZ for around € 1.9 billion, 3 Merck expands its existing, highly profitable Liquid 2 Crystals business with high-tech electronic materials. AZ materials are widely used in integrated circuits, flat-panel displays and light-emitting diodes, making AZ an important partner to the MARCH 26 → leading global electronic manufacturers. MERCK ANNOUNCES FIT FOR 1 SHARE SPLIT 2018 Subsequent to a doubling in the value of Merck shares since the beginning of 2011, Merck announces a share split in a ratio of 1: 2. The share split became effective on June 30. 9 NOVEMBER 17 → 8 MERCK ENTERS INTO STRATEGIC ALLIANCE SEPTEMBER 30 → WITH PFIZER IN MERCK LAUNCHES IMMUNO-ONCOLOGY “PROUD TO BE Merck and Pfizer will jointly develop and commercialize a highly promising anti-PD-L1 antibody from the AN ORIGINAL” Merck research pipeline. In value terms, the transaction is the largest so far in the biopharmaceutical industry EMPLOYEE CAMPAIGN for a single asset at this stage of development. Immuno- oncology is about mobilizing the body’s own immune Merck kicks off a global communications campaign called system to fight tumor cells. “Proud to be an Original”. The campaign offers Merck’s 39,000 employees worldwide the opportunity to express their pride in working for Merck. AUGUST 1 → AUGUST 27 → NEW CFO MERCK BREAKS TAKES OFFICE GROUND AT A NEW Marcus Kuhnert joins Merck as Member of the PHARMACEUTICAL Executive Board and Chief Financial Officer. MANUFACTURING SITE IN CHINA Merck holds the groundbreaking ceremony 4 for its new pharmaceutical manufacturing site in Nantong, China. The new facility will be Merck’s second-largest worldwide. As of 2017, it will mainly focus on the bulk production and packaging of medicines referenced in China’s essential drug list. 5 SEPTEMBER 1 → GROUNDBREAKING CEREMONY FOR NEW GLOBAL 6 HEADQUARTERS The expansion of the Merck site in Darmstadt into a contemporary global headquarters is clearly taking shape. The symbolic groundbreaking officially marks the launch of the “ONE Global Headquarters” project. 7 SEPTEMBER 22 → SEPTEMBER 18 → MERCK ENTERS INTO MERCK ANNOUNCES AN AGREEMENT TO PLANS TO STRENGTHEN ACQUIRE SIGMA-ALDRICH THE EXECUTIVE BOARD Merck announces an agreement to acquire Sigma-Aldrich Effective January 1, 2015, Stefan Oschmann becomes for US$ 17.0 billion. The combination would establish Vice Chairman of the Executive Board. On the same date, one of the leading players in the US$ 130 billion global Belén Garijo becomes a Member of the Executive Board life science industry. On December 5, Sigma-Aldrich and assumes the leadership of the Healthcare business sector. share holders approve the merger with Merck. 208 mm 4 MAGAZINE → Table of contents The world is changing at breathtaking speed. Megatrends, which characterize the deep- seated social and technological changes taking place around the globe, are one reason. In this Annual Report, we take a closer look at four global trends. Our magazine shows how Merck is meeting them, positioning itself optimally for the future and taking decisive steps to help shape tomorrow. TREND/1 → TREND/2 → YOUNGER MARKETS FOR LONGER IN MOTION 6 – 11 12 – 17 While life expectancy is increasing, birth rates The middle class is growing – worldwide. As incomes are declining, even in many dynamic emerging rise, so do consumption and health awareness. countries. Merck is the global leader in fertility Merck sees these new markets as future hubs, and is treatment. becoming even more international. TREND/3 → TREND/4 → A CRYSTAL HEALTH FOR CLEAR FUTURE EVERYONE 18 – 25 26 – 31 The digital revolution is changing people’s lives For many people around the world, access to around the globe. With its expertise in liquid innovative health solutions is more of a dream crystals and insights into future trends, Merck, than a reality. In order to change this, Merck has the technology leader, is a key driver of future committed itself to numerous projects, for instance developments. in the fight against schistosomiasis. ANNUAL REPORT → Table of contents 5 TO OUR SHAREHOLDERS → CORPORATE GOVERNANCE → 32 – 41 142 –165 034 Letter from Karl-Ludwig Kley 144 Capital structure and governance bodies of Merck KGaA 038 The Executive Board 145 Statement on Corporate Governance 040 Merck Shares 162 Report of the Supervisory Board 164 Objectives of the Supervisory Board with respect to its composition GROUP MANAGEMENT CONSOLIDATED FINANCIAL REPORT → STATEMENTS → 42 –141 166 – 255 044 FUNDAMENTAL INFORMATION 168 Consolidated Income Statement ABOUT THE GROUP 169 Consolidated Statement of Comprehensive Income 044 The Merck Group 170 Consolidated Balance Sheet 050 Objectives and strategies of the Merck Group 171 Consolidated Cash Flow Statement 055 Internal management system of the Merck Group 172 Consolidated Statement of Changes in Net Equity 059 Corporate Responsibility 174 Notes to the Group accounts 067 Research and Development at Merck 077 Employees 256 RESPONSIBILITY STATEMENT 080 REPORT ON ECONOMIC POSITION 080 Macroeconomic and sector-specific environment 257 AUDITOR’S REPORT 082 Review of forecast against actual business developments 084 Course of business and economic position 258 Information and Service 084 Merck Group 097 Merck Serono 104 Consumer Health 109 Performance Materials 115 Merck Millipore 121 Corporate and Other 122 REPORT ON RISKS AND OPPORTUNITIES 134 REPORT ON EXPECTED DEVELOPMENTS 140 REPORT IN ACCORDANCE WITH SECTION 315 (4) OF THE GERMAN COMMERCIAL CODE (HGB) 141 SUBSEQUENT EVENTS → The full Consolidated Financial Statements can be found on our website at: ar2014.merckgroup.com TREND/1 → AGING POPULATIONS YOUNGER FOR LONGER “ What one has wished for in youth, in old age one has in abundance.” More and more people can relate to this quote from Johann Wolfgang von Goethe as life expectancies steadily increase worldwide. Birth rates, meanwhile, are sinking. These developments are reflected in the portfolio of products and services from Merck – including those that treat infertility and further cancer research. 8 MAGAZINE → Younger for longer FERTILITY → BIRTH RATES AND DISTRIBUTION Worldwide by region Fertility rate Northern Latin America America 7.0 and the Caribbean Birth 3.6 % distribution 7.6 % Europe Oceania 5.8 worldwide 5.4 % 2030 0.5 % 4.6 Asia Africa 3.4 50.7 % 32.2 % 2.2 1.0 1970 → 2030 On average, women are bearing fewer and fewer children. In Asia, the fertility rate is likely to decline significantly. Yet according to a forecast of the global distribution of births in 2030, Source: United Nations, World Fertility Patterns 2013 in absolute terms the majority of children will be born in Asia. “Catch me if you can!” yells Lovis as he “Congratulations, you’re pregnant!” The for in vitro fertilization is about 70 %. races across the playground. Little Henri elation over the birth of Lovis in February Hormone therapy is of decisive importance runs behind his older brother, shouting. 2008 was followed by another shock. The in treating infertility. As the world leader in The two boys keep their parents on their baby had cerebral hemorrhaging. “After a the fertility drug industry, Merck supplies toes. But for Silke (41) and Jens (44), difficult period, Lovis is a happy, normal hormones for each phase of the reproduc­ achieving this happy family was a long boy today,” the parents report with relief. tive cycle – from developing the egg cell to and difficult process. “At around the age And he now has a younger brother to play the early stage of pregnancy.