Acquisitions, Divestitures, Research Collaborations and License Agreements (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The estimated fair value of assets acquired and liabilities assumed from Cubist is as follows:



Estimated fair value at January 21, 2015
Cash and cash equivalents	$	733
Accounts receivable	123
Inventories	216
Other current assets	55
Property, plant and equipment	151
Identifiable intangible assets:
Products and product rights (11 year weighted-average useful life)	6,923
IPR&D	50
Other noncurrent assets	184
Current liabilities⁽¹⁾	(233		)
Deferred income tax liabilities	(2,519		)
Long-term debt	(1,900		)
Other noncurrent liabilities ⁽¹⁾	(122		)
Total identifiable net assets	3,661
Goodwill ⁽²⁾	4,670
Consideration transferred	$	8,331


⁽¹⁾	Included in current liabilities and other noncurrent liabilities is contingent consideration of $73 million and $50 million, respectively.


⁽²⁾	The goodwill recognized is largely attributable to anticipated synergies expected to arise after the acquisition and was allocated to the Pharmaceutical segment. The goodwill is not deductible for tax purposes.

The net impact of the termination of the SPMSD joint venture is as follows:



Products and product rights (8 year useful life)	$	936
Accounts receivable	133
Income taxes payable	(221		)
Deferred income tax liabilities	(147		)
Other, net	47
Net assets acquired	748
Consideration payable to Sanofi, net	(392		)
Derecognition of Merck’s previously held equity investment in SPMSD	(183		)
Increase in net assets	173
Merck’s share of restructuring costs related to the termination	(77		)
Net gain on termination of SPMSD joint venture ⁽¹⁾	$	96

⁽¹⁾ Recorded in Other (income) expense, net.

Unaudited Supplemental Pro Forma Data

The following unaudited supplemental pro forma data presents consolidated information as if the acquisition of Cubist had been completed on January 1, 2014:



Years Ended December 31	2015
Sales	$	39,584
Net income attributable to Merck & Co., Inc.	4,640
Basic earnings per common share attributable to Merck & Co., Inc. common shareholders	1.65
Earnings per common share assuming dilution attributable to Merck & Co., Inc. common shareholders	1.63