メルクの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 30, 2024 (July 30, 2024)

Merck & Co., Inc.

(Exact name of registrant as specified in its charter)

New Jersey

(State or other jurisdiction

of incorporation)

1-6571

(Commission

File Number)

22-1918501

(I.R.S. Employer

Identification No.)

126 East Lincoln Avenue, Rahway, NJ

(Address of principal executive offices)

07065

(Zip Code)

(Registrant’s telephone number, including area code) (908) 740-4000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock ($0.50 par value)	MRK	New York Stock Exchange
0.500% Notes due 2024	MRK 24	New York Stock Exchange
1.875% Notes due 2026	MRK/26	New York Stock Exchange
3.250% Notes due 2032	MRK/32	New York Stock Exchange
2.500% Notes due 2034	MRK/34	New York Stock Exchange
1.375% Notes due 2036	MRK 36A	New York Stock Exchange
3.500% Notes due 2037	MRK/37	New York Stock Exchange
3.700% Notes due 2044	MRK/44	New York Stock Exchange
3.750% Notes due 2054	MRK/54	New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

The following information, including the exhibits hereto, is being furnished pursuant to this Item 2.02.

Incorporated by reference is a press release issued by Merck & Co., Inc. on July 30, 2024, regarding earnings for the second quarter of 2024, attached as Exhibit 99.1. Also incorporated by reference is certain supplemental information not included in the press release, attached as Exhibit 99.2.

This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

	(d) Exhibits

	Exhibit 99.1	Press release issued July 30, 2024, regarding earnings for the second quarter of 2024

	Exhibit 99.2	Certain supplemental information not included in the press release

	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Merck & Co., Inc.

Date: July 30, 2024	By:	/s/ Kelly E. W. Grez
		Kelly E. W. Grez
		Corporate Secretary

EX-99.1 2 tm2420272d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

	News Release

Merck Announces Second-Quarter 2024 Financial Results

Total Worldwide Sales Were $16.1 Billion, an Increase of 7% From Second Quarter 2023; Excluding the Impact of Foreign Exchange, Growth Was 11%

KEYTRUDA Sales Grew 16% to $7.3 Billion; Excluding the Impact of Foreign Exchange, Sales Grew 21%

GAAP EPS Was $2.14; Non-GAAP EPS Was $2.28

Successful Initial Launch of WINREVAIR in the U.S.; Received Positive EU CHMP Opinion for Adults With PAH

Achieved Key Milestones in Vaccine Programs

Following FDA Approval, CAPVAXIVE Unanimously Recommended by the CDC’s ACIP for Pneumococcal Vaccination for Certain Adults

Announced Positive Results From Phase 2b/3 Trial of Clesrovimab (MK-1654), an Investigational RSV Preventative Monoclonal Antibody for Infants

Completed Acquisitions of EyeBio and Elanco’s Aqua Business in July 2024

Full-Year 2024 Financial Outlook

Raises and Narrows Expected Worldwide Sales Range To Be Between $63.4 Billion and $64.4 Billion

Now Expects Non-GAAP EPS To Be Between $7.94 and $8.04; Outlook Reflects Negative Impact From One-Time Charge of Approximately $1.3 Billion, or $0.51 per Share, for the Acquisition of EyeBio

RAHWAY, N.J., July 30, 2024 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for the second quarter of 2024.

“Our business is demonstrating strong momentum as we exit the first half of the year,” said Robert M. Davis, chairman and chief executive officer, Merck. “Through excellent scientific, commercial and operational execution, we’re achieving significant milestones for our company and for patients, including the launch of WINREVAIR. I am proud of our dedicated teams around the world that are working tirelessly to advance our deep pipeline as we continue delivering innovation that solves unmet medical needs.”

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Financial Summary

	Second Quarter
$ in millions, except EPS amounts	2024		2023			Change			Change Ex- Exchange
Sales	$	16,112	$	15,035			7	%		11	%
GAAP net income (loss)1		5,455		(5,975	)		N/M			N/M
Non-GAAP net income (loss) that excludes certain items1,2*		5,809		(5,220	)		N/M			N/M
GAAP EPS		2.14		(2.35	)		N/M			N/M
Non-GAAP EPS that excludes certain items2*		2.28		(2.06	)		N/M			N/M

*Refer to table on page 7.

N/M – Not meaningful

For the second quarter of 2024, Generally Accepted Accounting Principles (GAAP) earnings per share (EPS) assuming dilution was $2.14 and non-GAAP EPS was $2.28. GAAP and non-GAAP loss per share for the second quarter of 2023 include a charge of $4.02 per share for the acquisition of Prometheus Biosciences, Inc. (Prometheus). Non-GAAP EPS in both periods excludes acquisition- and divestiture-related costs, costs related to restructuring programs, as well as income and losses from investments in equity securities. Non-GAAP EPS in the second quarter of 2024 also excludes a tax benefit due to a reduction in reserves for unrecognized income tax benefits, resulting from the expiration of the statute of limitations for assessments related to the 2019 federal tax return year.

Year-to-date results can be found in the attached tables.

1 Net income (loss) attributable to Merck & Co., Inc.

2 Merck is providing certain 2024 and 2023 non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the company’s results because management uses non-GAAP results to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. For a description of the non-GAAP adjustments, see Table 2a attached to this release.

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Second-Quarter Sales Performance

The following table reflects sales of the company’s top products and significant performance drivers.

	Second Quarter
$ in millions	2024		2023		Change			Change Ex- Exchange			Commentary
Total Sales	$	16,112	$	15,035		7	%		11	%	Approximately 2 percentage points of the negative impact of foreign exchange was due to devaluation of Argentine peso, which was largely offset by inflation-related price increases, consistent with practice in that market.
Pharmaceutical		14,408		13,457		7	%		11	%	Increase driven by growth in oncology, cardiovascular and vaccines, partially offset by declines in diabetes and virology.
KEYTRUDA		7,270		6,271		16	%		21	%	Growth driven by increased global uptake in earlier-stage indications, including triple-negative breast cancer (TNBC) and renal cell carcinoma, as well as non-small cell lung cancer in the U.S., and continued strong global demand from metastatic indications. Approximately 4 percentage points of the negative impact of foreign exchange was due to devaluation of Argentine peso, which was largely offset by inflation-related price increases.
GARDASIL/GARDASIL 9		2,478		2,458		1	%		4	%	Growth primarily due to higher sales in the U.S. driven by higher pricing, demand and public-sector buying patterns, as well as higher demand in certain ex-U.S. markets. Growth was largely offset by lower sales in China due to timing of shipments compared with prior year.
JANUVIA/JANUMET		629		864		-27	%		-23	%	Decline primarily due to lower pricing and demand in the U.S., as well as ongoing generic competition in many international markets, particularly in Europe and the Asia Pacific region.
PROQUAD, M-M-R II and VARIVAX		617		582		6	%		7	%	Growth largely from higher pricing and demand in the U.S.
BRIDION		455		502		-9	%		-8	%	Decline primarily due to generic competition in certain ex-U.S. markets, particularly in Europe and the Asia Pacific region, partially offset by higher demand in the U.S.
Lynparza*		317		310		2	%		4	%	Growth due to higher demand in the U.S. and certain international markets, particularly in China and Europe.
Lenvima*		249		242		3	%		4	%	Growth primarily from higher demand in the U.S.
VAXNEUVANCE		189		168		13	%		16	%	Growth largely driven by continued uptake from launches in Japan and Europe, partially offset by lower demand and public-sector buying patterns in the U.S.
PREVYMIS		188		143		31	%		35	%	Growth primarily due to higher global demand, particularly in the U.S., China and Europe.

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ROTATEQ	163	131	25	%	26	%	Growth primarily due to timing of shipments to China and public-sector buying patterns in the U.S., partially offset by lower demand in the U.S.
WELIREG	126	50	150	%	150	%	Growth primarily driven by higher demand in the U.S., largely attributable to launch of a new indication.
LAGEVRIO	110	203	-46	%	-42	%	Decline due to lower demand and pricing in certain markets in the Asia Pacific region, partially offset by higher demand in Japan and the U.S.
WINREVAIR	70	-	-		-		Represents sales in the U.S. following approval in March 2024. About 40% of sales were attributable to doses administered to patients and remainder was due to distributors building inventory in support of increasing demand.
Animal Health	1,482	1,456	2	%	6	%	Growth primarily driven by higher pricing in both Livestock and Companion Animal product portfolios, as well as higher demand for Livestock products, partially offset by a decline in Companion Animal distributor inventory. Approximately 3 percentage points of the negative impact of foreign exchange was due to devaluation of Argentine peso, which was largely offset by inflation-related price increases.
Livestock	837	807	4	%	11	%	Growth primarily driven by higher demand for ruminant and poultry products, as well as higher pricing across product portfolio.
Companion Animal	645	649	-1	%	1	%	Sales were relatively flat compared with prior year reflecting lower distributor inventory, largely offset by higher pricing across product portfolio. Sales of BRAVECTO were $331 million and $326 million in current and prior-year quarters, respectively, which represented growth of 2%, or 3% excluding impact of foreign exchange.
Other Revenues**	222	122	82	%	53	%	Growth primarily due to higher royalty income and favorable impact of revenue hedging activities.

*Alliance revenue for this product represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs.

**Other revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue hedging activities.

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Second-Quarter Expense, EPS and Related Information

The table below presents selected expense information.

$ in millions	GAAP		Acquisition- and Divestiture- Related Costs3			Restructuring Costs		(Income) Loss From Investments in Equity Securities			Non- GAAP2
Second Quarter 2024
Cost of sales	$	3,745	$	606		$	66	$	-		$	3,073
Selling, general and administrative		2,739		24			31		-			2,684
Research and development		3,500		20			-		-			3,480
Restructuring costs		80		-			80		-			-
Other (income) expense, net		42		(17	)		-		(49	)		108

Second Quarter 2023
Cost of sales	$	4,024	$	467		$	32	$	-		$	3,525
Selling, general and administrative		2,702		25			52		-			2,625
Research and development		13,321		9			1		-			13,311
Restructuring costs		151		-			151		-			-
Other (income) expense, net		172		(3	)		-		194			(19	)

GAAP Expense, EPS and Related Information

Gross margin was 76.8% for the second quarter of 2024 compared with 73.2% for the second quarter of 2023. The increase was primarily due to the favorable impact of product mix (including lower royalty rates related to KEYTRUDA and GARDASIL/GARDASIL 9), partially offset by higher amortization of intangible assets.

Selling, general and administrative (SG&A) expenses were $2.7 billion in the second quarter of 2024, an increase of 1% compared with the second quarter of 2023. The increase was primarily due to higher administrative and promotional costs, largely offset by the favorable impact of foreign exchange and lower restructuring costs.

Research and development (R&D) expenses were $3.5 billion in the second quarter of 2024 compared with $13.3 billion in the second quarter of 2023. The decrease was primarily due to a $10.2 billion charge in the second quarter of 2023 for the acquisition of Prometheus, partially offset by higher clinical development spending and increased compensation and benefit costs.

Other (income) expense, net, was $42 million of expense in the second quarter of 2024 compared with $172 million of expense in the second quarter of 2023. The decrease was primarily due to income from investments in equity securities in 2024 compared with losses in 2023, partially offset by higher net interest expense in 2024.

Reflects expenses related to acquisitions of businesses, including the amortization of intangible assets, intangible asset impairment charges and expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also includes integration, transaction and certain other costs associated with acquisitions and divestitures, as well as amortization of intangible assets related to collaborations and licensing arrangements.

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The effective tax rate of 9.1% for the second quarter of 2024 includes a 4.3 percentage point favorable impact due to a reduction in reserves for unrecognized income tax benefits, resulting from the expiration of the statute of limitations for assessments related to the 2019 federal tax return year.

GAAP EPS was $2.14 for the second quarter of 2024 compared with GAAP loss per share of $2.35 for the second quarter of 2023. GAAP loss per share in the second quarter of 2023 includes a charge of $4.02 per share for the acquisition of Prometheus.

Non-GAAP Expense, EPS and Related Information

Non-GAAP gross margin was 80.9% for the second quarter of 2024 compared with 76.6% for the second quarter of 2023. The increase was primarily due to the favorable impact of product mix (including lower royalty rates related to KEYTRUDA and GARDASIL/GARDASIL 9).

Non-GAAP SG&A expenses were $2.7 billion in the second quarter of 2024, an increase of 2% compared with the second quarter of 2023. The increase was primarily due to higher administrative and promotional costs, largely offset by the favorable impact of foreign exchange.

Non-GAAP R&D expenses were $3.5 billion in the second quarter of 2024 compared with $13.3 billion in the second quarter of 2023. The decrease was primarily due to a $10.2 billion charge in the second quarter of 2023 for the acquisition of Prometheus, partially offset by higher clinical development spending and increased compensation and benefit costs.

Non-GAAP other (income) expense, net, was $108 million of expense in the second quarter of 2024 compared with $19 million of income in the second quarter of 2023, primarily due to higher net interest expense.

The non-GAAP effective tax rate was 14.1% for the second quarter of 2024.

Non-GAAP EPS was $2.28 for the second quarter of 2024 compared with non-GAAP loss per share of $2.06 for the second quarter of 2023. Non-GAAP loss per share in the second quarter of 2023 includes a charge of $4.02 per share for the acquisition of Prometheus.

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A reconciliation of GAAP to non-GAAP net income (loss) and EPS is provided in the table that follows.

	Second Quarter
$ in millions, except EPS amounts	2024			2023
EPS
GAAP EPS	$	2.14		$	(2.35	)
Difference		0.14			0.29
Non-GAAP EPS that excludes items listed below2	$	2.28		$	(2.06	)

Net Income (Loss)
GAAP net income (loss)1	$	5,455		$	(5,975	)
Difference		354			755
Non-GAAP net income (loss) that excludes items listed below1,2	$	5,809		$	(5,220	)

Excluded Items:
Acquisition- and divestiture-related costs3	$	633		$	498
Restructuring costs		177			236
(Income) loss from investments in equity securities		(49	)		194
Decrease to net income/increase to net loss before taxes		761			928
Income tax (benefit) expense4		(407	)		(173	)
Decrease to net income/increase to net loss	$	354		$	755

Pipeline and Portfolio Highlights

In the second quarter, Merck demonstrated further progress in its strong and diverse pipeline, achieving multiple regulatory and clinical milestones.

In vaccines, Merck recently received approval from the U.S. Food and Drug Administration (FDA) for CAPVAXIVE, now the first pneumococcal conjugate vaccine specifically designed to address the serotypes responsible for approximately 85% of invasive pneumococcal disease cases in adults age 65 and older, based on the U.S. Centers for Disease Control and Prevention (CDC) data from 2018-2021. The CDC’s Advisory Committee on Immunization Practices (ACIP) unanimously voted to recommend CAPVAXIVE for adults age 65 and older who have not received a pneumococcal conjugate vaccine or whose vaccination history is unknown, for adults 19 to 64 with certain risk conditions, and for adults 19 and older who have started their pneumococcal vaccine series with PCV13. Additionally, shared clinical decision-making is recommended for a supplemental dose of CAPVAXIVE for adults over 65 who completed their vaccine series with both PCV13 and PPSV23.

The company also recently announced positive topline results from its Phase 2b/3 trial of clesrovimab (MK-1654), an investigational respiratory syncytial virus (RSV) preventative monoclonal antibody for infants, which met all primary safety and efficacy endpoints.

In cardiometabolic disease, Merck continued to make progress in its launch of WINREVAIR in the U.S. As of the end of June, more than 1,000 patients have received WINREVAIR. The company also announced that the European Union’s (EU) Committee for Medicinal Products for Human Use (CHMP) issued a positive opinion for WINREVAIR. If approved by the European Commission, WINREVAIR will be the first activin signaling inhibitor therapy for pulmonary arterial hypertension (PAH, World Health Organization [WHO] Group 1) to be approved in Europe, offering a new treatment option for certain adults with this rare, progressive disease. Additional worldwide regulatory filings for WINREVAIR are underway.

4 Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments, as well as a $259 million benefit in the second quarter of 2024, due to a reduction in reserves for unrecognized income tax benefits resulting from the expiration of the statute of limitations for assessments related to the 2019 federal tax return year.

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In oncology, Merck received FDA approval for KEYTRUDA in combination with chemotherapy, followed by KEYTRUDA as a single agent, for the treatment of certain patients with endometrial carcinoma. This marks the 40th indication for KEYTRUDA in the U.S., reinforcing its importance as a foundational therapy for certain types of cancer.

At the 2024 American Society of Clinical Oncology Annual Meeting, new data were presented on four approved oncology medicines and four pipeline candidates in more than 25 types of cancer. In collaboration with Moderna, Inc., Merck announced encouraging three-year follow-up data for V940 (mRNA-4157) in combination with KEYTRUDA for the adjuvant treatment of patients with high-risk stage III and IV melanoma following complete resection. In addition, new Phase 3 data from a study conducted in China and independently led by Kelun-Biotech evaluating sacituzumab tirumotecan (MK-2870/SKB264), an investigational anti-TROP2 antibody-drug conjugate being developed by Merck in collaboration with Kelun-Biotech, were presented in previously treated patients with locally recurrent or metastatic TNBC.

Merck Animal Health launched the 12-month injectable formulation of BRAVECTO for use in dogs in a number of markets in Europe for the treatment and persistent killing of fleas (Ctenocephalides felis and Ctenocephalides canis) and ticks (Rhipicephalus sanguineus, Ixodes ricinus, Ixodes hexagonus, and Dermacentor reticulatus). In addition, in July 2024, Merck completed the acquisition of the aqua business of Elanco Animal Health Incorporated.

In July 2024, Merck also completed the acquisition of Eyebiotech Limited (EyeBio), which includes the lead candidate Restoret™/MK-3000 that is being evaluated for the treatment of patients with certain retinal diseases, including diabetic macular edema and neovascular age-related macular degeneration, as well as preclinical candidates. And, Merck and Orion Corporation announced the mutual exercise of an option to convert the companies’ ongoing co-development and co-commercialization agreement for opevesostat (MK-5684/ODM-208), an investigational CYP11A1 inhibitor, and other candidates, into an exclusive global license for Merck.

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Notable recent news releases on Merck’s pipeline and portfolio are provided in the table that follows.

Oncology	FDA Approved KEYTRUDA Plus Carboplatin and Paclitaxel as Treatment for Adult Patients With Primary Advanced or Recurrent Endometrial Carcinoma, Based on Results From Phase 3 NRG-GY018/KEYNOTE-868 Trial	(Read Announcement)
	FDA Granted Priority Review to Merck’s Application for KEYTRUDA Plus Chemotherapy as First-Line Treatment of Patients With Unresectable Advanced or Metastatic Malignant Pleural Mesothelioma, Based on Results From Phase 3 KEYNOTE-483 Trial; FDA Set Prescription Drug User Fee Act (PDUFA) Date of Sept. 25, 2024	(Read Announcement)
	Merck Received Positive EU CHMP Opinion for KEYTRUDA Plus Padcev as First-Line Treatment for Patients With Unresectable or Metastatic Urothelial Carcinoma, Based on Results From Phase 3 KEYNOTE-A39/EV-302 Trial	(Read Announcement)
	Moderna and Merck Announced Three-Year Data for mRNA-4157 (V940) in Combination With KEYTRUDA Demonstrated Sustained Improvement in Recurrence-Free Survival and Distant Metastasis-Free Survival Versus KEYTRUDA in Patients With High-Risk Stage III/IV Melanoma Following Complete Resection	(Read Announcement)
	Merck Announced Phase 3 KEYNOTE-522 Trial Met Its Overall Survival (OS) Endpoint in Patients With High-Risk Early-Stage TNBC	(Read Announcement)
	Merck Announced Phase 3 KEYNOTE-811 Trial Met Dual Primary Endpoint of OS as First-Line Treatment in Patients With HER2-Positive Advanced Gastric or Gastroesophageal Junction Adenocarcinoma	(Read Announcement)
	Patritumab Deruxtecan Biologics License Application Submission Received Complete Response Letter From FDA Due to Inspection Findings at Third-Party Manufacturer	(Read Announcement)
Vaccines	FDA Approved CAPVAXIVE for Prevention of Invasive Pneumococcal Disease and Pneumococcal Pneumonia in Adults, Based on Results From Four Phase 3 Trials	(Read Announcement)
	CDC’s ACIP Unanimously Recommended CAPVAXIVE for Pneumococcal Vaccination in Appropriate Adults	(Read Announcement)
	Merck Announced Topline Results From Phase 2b/3 Trial of Clesrovimab (MK-1654), an Investigational RSV Preventative Monoclonal Antibody for Infants, Met All Primary Safety and Efficacy Endpoints	(Read Announcement)
Cardiometabolic	Merck Received Positive EU CHMP Opinion for WINREVAIR (sotatercept) in PAH	(Read Announcement)

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Full-Year 2024 Financial Outlook

The following table summarizes the company’s full-year financial outlook.

	Full Year 2024
	Updated	Prior
Sales*	$63.4 to $64.4 billion	$63.1 to $64.3 billion
Non-GAAP Gross margin2	Approximately 81%	Approximately 81%
Non-GAAP Operating expenses2**	$26.8 to $27.6 billion	$25.2 to $26.1 billion
Non-GAAP Other (income) expense, net2	Approximately $350 million expense	Approximately $250 million expense
Non-GAAP Effective tax rate2	15.5% to 16.5%	14.5% to 15.5%
Non-GAAP EPS2***	$7.94 to $8.04	$8.53 to $8.65
Share count (assuming dilution)	Approximately 2.54 billion	Approximately 2.55 billion

*The company does not have any non-GAAP adjustments to sales.

**Includes one-time R&D charges of $656 million for Harpoon Therapeutics, Inc. (Harpoon) acquisition and $1.3 billion for EyeBio acquisition. Outlook does not assume any additional significant potential business development transactions.

***Includes one-time charges totaling $0.77 per share for the Harpoon and EyeBio acquisitions.

Merck has not provided a reconciliation of forward-looking non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other (income) expense, net, non-GAAP effective tax rate and non-GAAP EPS to the most directly comparable GAAP measures, given it cannot predict with reasonable certainty the amounts necessary for such a reconciliation, including intangible asset impairment charges, legal settlements, and gains and losses from investments in equity securities either owned directly or through ownership interests in investment funds, without unreasonable effort. These items are inherently difficult to forecast and could have a significant impact on the company’s future GAAP results.

Merck continues to experience strong global demand for key growth products, particularly in oncology, and despite impacts related to the lower sell out of GARDASIL from Zhifei Biological Products Co., Ltd. (the company’s distributor and commercialization partner in China) into the points of vaccination in the market during the quarter, Merck is raising and narrowing its full-year sales outlook.

Merck now expects its full-year sales to be between $63.4 billion and $64.4 billion, including a negative impact of foreign exchange of approximately 3 percentage points, at mid-July 2024 exchange rates. Approximately 2 percentage points of the negative impact of foreign exchange is due to the devaluation of the Argentine peso, which the company expects will largely be offset by inflation-related price increases, consistent with practice in that market.

Merck now expects its full-year non-GAAP effective income tax rate to be between 15.5% and 16.5%, which includes an unfavorable impact related to the one-time charge for the acquisition of EyeBio, which is not tax deductible.

Merck now expects its full-year non-GAAP EPS to be between $7.94 and $8.04, including one-time charges of $0.26 and $0.51 per share for the acquisitions of Harpoon and EyeBio, respectively. The outlook includes a negative impact of foreign exchange of more than $0.30 per share. The negative impact of foreign exchange is primarily due to the devaluation of the Argentine peso, which the company expects will largely be offset by inflation-related price increases, consistent with practice in that market. This revised non-GAAP EPS range reflects the following items, which were not previously included in the outlook:

A charge of $1.3 billion, or $0.51 per share, for the acquisition of EyeBio.

Estimated 2024 expense of approximately $0.09 per share to be incurred to finance the EyeBio and Elanco aqua business acquisitions and to advance the acquired assets.

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Consistent with past practice, the financial outlook does not assume additional significant potential business development transactions.

Non-GAAP EPS excludes acquisition- and divestiture-related costs, costs related to restructuring programs, income and losses from investments in equity securities, as well as a tax benefit in 2024 due to a reduction in reserves for unrecognized income tax benefits, resulting from the expiration of the statute of limitations for assessments related to the 2019 federal tax return year.

Earnings Conference Call

Investors, journalists and the general public may access a live audio webcast of the earnings conference call on Tuesday, July 30, at 9 a.m. ET via this weblink. A replay of the webcast, along with the sales and earnings news release, supplemental financial disclosures, and slides highlighting the results, will be available at www.merck.com.

All participants may join the call by dialing (800) 779-0641 (U.S. and Canada Toll-Free) or (517) 308-9147 and using the access code 4761229.

About Merck

At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities. For more information, visit www.merck.com and connect with us on X (formerly Twitter), Facebook, Instagram, YouTube and LinkedIn.

Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA

This news release of Merck & Co., Inc., Rahway, N.J., USA (the “company”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

- 12 -

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

Appendix

Generic product names are provided below.

Pharmaceutical

BRIDION (sugammadex)

CAPVAXIVE (Pneumococcal 21-valent Conjugate Vaccine)

GARDASIL (Human Papillomavirus Quadrivalent [Types 6, 11, 16 and 18] Vaccine, Recombinant)

GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant)

JANUMET (sitagliptin and metformin HCl)

JANUVIA (sitagliptin)

KEYTRUDA (pembrolizumab)

LAGEVRIO (molnupiravir)

Lenvima (lenvatinib)

Lynparza (olaparib)

M-M-R II (Measles, Mumps and Rubella Virus Vaccine Live)

PREVYMIS (letermovir)

PROQUAD (Measles, Mumps, Rubella and Varicella Virus Vaccine Live)

ROTATEQ (Rotavirus Vaccine, Live, Oral, Pentavalent)

VARIVAX (Varicella Virus Vaccine Live)

VAXNEUVANCE (Pneumococcal 15-valent Conjugate Vaccine)

WELIREG (belzutifan)

WINREVAIR (sotatercept-csrk)

- 13 -

Animal Health

BRAVECTO (fluralaner)

###

Media Contacts:

Investor Contacts:

Robert Josephson

(203) 914-2372

robert.josephson@merck.com

Michael Levey

(215) 872-1462

michael.levey@merck.com

Peter Dannenbaum

(732) 594-1579

peter.dannenbaum@merck.com

Steven Graziano

(732) 594-1583

steven.graziano@merck.com

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF OPERATIONS - GAAP

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 1

	GAAP									GAAP
										June YTD			June YTD
	2Q24			2Q23			% Change			2024			2023			% Change
Sales	$	16,112		$	15,035			7	%	$	31,887		$	29,522			8	%

Costs, Expenses and Other
Cost of sales		3,745			4,024			-7	%		7,285			7,951			-8	%
Selling, general and administrative		2,739			2,702			1	%		5,221			5,182			1	%
Research and development		3,500			13,321			-74	%		7,492			17,597			-57	%
Restructuring costs		80			151			-47	%		202			218			-7	%
Other (income) expense, net		42			172			-76	%		12			259			-95	%
Income (Loss) Before Taxes		6,006			(5,335	)		*			11,675			(1,685	)		*
Income Tax Provision		545			637						1,447			1,462
Net Income (Loss)		5,461			(5,972	)		*			10,228			(3,147	)		*
Less: Net Income Attributable to Noncontrolling Interests		6			3						11			7
Net Income (Loss) Attributable to Merck & Co., Inc.	$	5,455		$	(5,975	)		*		$	10,217		$	(3,154	)		*

Earnings (Loss) per Common Share Assuming Dilution (1)	$	2.14		$	(2.35	)		*		$	4.02		$	(1.24	)		*

Average Shares Outstanding Assuming Dilution (1)		2,544			2,539						2,544			2,539
Tax Rate		9.1	%		-11.9	%					12.4	%		-86.8	%

* 100% or greater

(1) Because the company recorded a net loss in the second quarter and first six months of 2023, no potential dilutive common shares were used in the computation of loss per common share assuming dilution as the effect would have been anti-dilutive.

MERCK & CO., INC.

THREE AND SIX MONTHS ENDED JUNE 30, 2024 GAAP TO NON-GAAP RECONCILIATION

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2a

	GAAP			Acquisition and Divestiture- Related Costs (1)			Restructuring Costs (2)			(Income) Loss from Investments in Equity Securities			Certain Other Items			Adjustment Subtotal			Non-GAAP
Second Quarter
Cost of sales	$	3,745			606			66									672		$	3,073
Selling, general and administrative		2,739			24			31									55			2,684
Research and development		3,500			20												20			3,480
Restructuring costs		80						80									80			–
Other (income) expense, net		42			(17	)					(49	)					(66	)		108
Income Before Taxes		6,006			(633	)		(177	)		49						(761	)		6,767
Income Tax Provision (Benefit)		545			(129	)(3)		(30	)(3)		11	(3)		(259	)(4)		(407	)		952
Net Income		5,461			(504	)		(147	)		38			259			(354	)		5,815
Net Income Attributable to Merck & Co., Inc.		5,455			(504	)		(147	)		38			259			(354	)		5,809
Earnings per Common Share Assuming Dilution	$	2.14			(0.20	)		(0.06	)		0.02			0.10			(0.14	)	$	2.28

Tax Rate		9.1	%																	14.1	%

June YTD
Cost of sales	$	7,285			1,069			182									1,251		$	6,034
Selling, general and administrative		5,221			45			36									81			5,140
Research and development		7,492			36			2									38			7,454
Restructuring costs		202						202									202			–
Other (income) expense, net		12			(21	)					(165	)					(186	)		198
Income Before Taxes		11,675			(1,129	)		(422	)		165						(1,386	)		13,061
Income Tax Provision (Benefit)		1,447			(221	)(3)		(72	)(3)		36	(3)		(259	)(4)		(516	)		1,963
Net Income		10,228			(908	)		(350	)		129			259			(870	)		11,098
Net Income Attributable to Merck & Co., Inc.		10,217			(908	)		(350	)		129			259			(870	)		11,087
Earnings per Common Share Assuming Dilution	$	4.02			(0.35	)		(0.14	)		0.05			0.10			(0.34	)	$	4.36

Tax Rate		12.4	%																	15.0	%

Only the line items that are affected by non-GAAP adjustments are shown.

Merck is providing certain non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing non-GAAP information enhances investors’ understanding of the company’s results because management uses non-GAAP measures to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. The non-GAAP information presented should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP.

(1) Amounts included in cost of sales primarily reflect expenses for the amortization of intangible assets. Amounts included in selling, general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures. Amounts included in research and development expenses primarily reflect the amortization of intangible assets. Amounts included in other (income) expense, net, primarily reflect royalty income related to the prior termination of the Sanofi-Pasteur MSD joint venture.

(2) Amounts primarily include employee separation costs and accelerated depreciation associated with facilities to be closed or divested related to activities under the company's formal restructuring programs.

(3) Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

(4) Represents a benefit due to a reduction in reserves for unrecognized income tax benefits resulting from the expiration of the statute of limitations for assessments related to the 2019 federal tax return year.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3

		2024						2023											2Q		June YTD
	1Q			2Q		June YTD		1Q		2Q		June YTD		3Q		4Q		Full Year	Nom %	Ex-Exch %	Nom %	Ex-Exch %
TOTAL SALES (1)	$	15,775	$	16,112	$	31,887	$	14,487	$	15,035	$	29,522	$	15,962	$	14,630	$	60,115	7	11	8	11
PHARMACEUTICAL		14,006		14,408		28,415		12,721		13,457		26,179		14,263		13,141		53,583	7	11	9	12
Oncology
Keytruda		6,947		7,270		14,217		5,795		6,271		12,065		6,338		6,608		25,011	16	21	18	22
Alliance Revenue – Lynparza (2)		292		317		609		275		310		585		299		315		1,199	2	4	4	6
Alliance Revenue – Lenvima (2)		255		249		504		232		242		474		260		226		960	3	4	6	7
Welireg		85		126		211		42		50		92		54		72		218	150	150	128	128
Alliance Revenue – Reblozyl (3)		71		90		161		43		47		90		52		70		212	92	92	80	80
Vaccines (4)
Gardasil/Gardasil 9		2,249		2,478		4,727		1,972		2,458		4,430		2,585		1,871		8,886	1	4	7	10
ProQuad/M-M-R II/Varivax		570		617		1,187		528		582		1,109		713		545		2,368	6	7	7	7
Vaxneuvance		219		189		408		106		168		274		214		176		665	13	16	49	51
RotaTeq		216		163		379		297		131		428		156		185		769	25	26	-11	-10
Pneumovax 23		61		59		120		96		92		188		140		85		412	-36	-32	-36	-32
Hospital Acute Care
Bridion		440		455		895		487		502		989		424		429		1,842	-9	-8	-9	-8
Prevymis		174		188		362		129		143		273		157		175		605	31	35	33	37
Dificid		73		92		165		65		76		141		74		87		302	20	20	16	16
Zerbaxa		56		62		118		50		54		104		53		61		218	14	18	13	16
Noxafil		56		45		101		60		55		116		51		46		213	-20	-9	-13	-2
Cardiovascular
Alliance Revenue - Adempas/Verquvo (5)		98		106		203		99		68		167		92		108		367	56	56	22	22
Adempas (6)		70		72		142		59		65		125		65		66		255	11	15	14	17
Winrevair				70		70													-	-	-	-
Virology
Lagevrio		350		110		460		392		203		595		640		193		1,428	-46	-42	-23	-18
Isentress/Isentress HD		111		89		200		123		136		259		119		105		483	-35	-31	-23	-19
Delstrigo		56		60		116		44		50		94		54		54		201	19	23	23	26
Pifeltro		42		39		81		34		38		72		37		33		142	3	4	13	13
Neuroscience
Belsomra		46		53		99		56		63		119		58		54		231	-16	-8	-17	-10
Immunology
Simponi		184		172		356		180		180		359		179		171		710	-4	-2	-1	-1
Remicade		39		35		74		51		48		99		45		43		187	-27	-20	-25	-21
Diabetes (7)
Januvia		419		405		824		551		511		1,062		581		547		2,189	-21	-16	-22	-19
Janumet		251		224		475		329		354		683		255		240		1,177	-37	-32	-30	-26
Other Pharmaceutical (8)		576		573		1,151		626		560		1,187		568		576		2,333	2	6	-3	-1
ANIMAL HEALTH		1,511		1,482		2,993		1,491		1,456		2,947		1,400		1,278		5,625	2	6	2	5
Livestock		850		837		1,686		849		807		1,656		874		808		3,337	4	11	2	7
Companion Animal		661		645		1,307		642		649		1,291		526		470		2,288	-1	1	1	3
Other Revenues (9)		258		222		479		275		122		396		299		211		907	82	53	21	24

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

(1) Only select products are shown.

(2) Alliance Revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs.

(3) Alliance Revenue represents royalties.

(4) Total Vaccines sales were $3,424 million and $3,656 million in the first and second quarter of 2024, respectively, and $3,133 million and $3,557 million in the first and second quarter of 2023, respectively.

(5) Alliance Revenue represents Merck's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs.

(6) Net product sales in Merck's marketing territories.

(7) Total Diabetes sales were $745 million and $715 million in the first and second quarter of 2024, respectively, and $950 million and $951 million in the first and second quarter of 2023, respectively.

(8) Includes Pharmaceutical products not individually shown above.

(9) Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of upfront and milestone payments for out-licensed products were $61 million and $15 million in the first and second quarter of 2024, respectively, and $51 million and $3 million in the first and second quarter of 2023, respectively.

EX-99.2 3 tm2420272d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF OPERATIONS - GAAP

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 1a

	2024									2023																		% Change
	1Q			2Q			June YTD			1Q			2Q			June YTD			3Q			4Q			Full Year			2Q			June YTD
Sales	$	15,775		$	16,112		$	31,887		$	14,487		$	15,035		$	29,522		$	15,962		$	14,630		$	60,115			7	%		8	%

Costs, Expenses and Other
Cost of sales		3,540			3,745			7,285			3,926			4,024			7,951			4,264			3,911			16,126			-7	%		-8	%
Selling, general and administrative		2,483			2,739			5,221			2,479			2,702			5,182			2,519			2,804			10,504			1	%		1	%
Research and development		3,992			3,500			7,492			4,276			13,321			17,597			3,307			9,628			30,531			-74	%		-57	%
Restructuring costs		123			80			202			67			151			218			126			255			599			-47	%		-7	%
Other (income) expense, net		(33	)		42			12			89			172			259			126			78			466			-76	%		-95	%
Income (Loss) Before Taxes		5,670			6,006			11,675			3,650			(5,335	)		(1,685	)		5,620			(2,046	)		1,889			*			*
Income Tax Provision (Benefit)		903			545			1,447			825			637			1,462			870			(821	)		1,512
Net Income (Loss)		4,767			5,461			10,228			2,825			(5,972	)		(3,147	)		4,750			(1,225	)		377			*			*
Less: Net Income Attributable to Noncontrolling Interests		5			6			11			4			3			7			5			1			12
Net Income (Loss) Attributable to Merck & Co., Inc.	$	4,762		$	5,455		$	10,217		$	2,821		$	(5,975	)	$	(3,154	)	$	4,745		$	(1,226	)	$	365			*			*

Earnings (Loss) per Common Share Assuming Dilution (1)	$	1.87		$	2.14		$	4.02		$	1.11		$	(2.35	)	$	(1.24	)	$	1.86		$	(0.48	)	$	0.14			*			*

Average Shares Outstanding Assuming Dilution (1)		2,544			2,544			2,544			2,551			2,539			2,539			2,546			2,533			2,547
Tax Rate		15.9	%		9.1	%		12.4	%		22.6	%		-11.9	%		-86.8	%		15.5	%		40.1	%		80.0	%

* 100% or greater

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

(1) Because the company recorded a net loss in the second quarter and first six months of 2023, as well as the fourth quarter of 2023, no potential dilutive common shares were used in the computation of loss per common share assuming dilution as the effect would have been anti-dilutive.

MERCK & CO., INC.

THREE AND SIX MONTHS ENDED JUNE 30, 2023 GAAP TO NON-GAAP RECONCILIATION

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2b

	GAAP			Acquisition and Divestiture-Related Costs (1)			Restructuring Costs (2)			(Income) Loss from Investments in Equity Securities			Certain Other Items			Adjustment Subtotal			Non-GAAP
Second Quarter
Cost of sales	$	4,024			467			32									499		$	3,525
Selling, general and administrative		2,702			25			52									77			2,625
Research and development		13,321			9			1									10			13,311
Restructuring costs		151						151									151			-
Other (income) expense, net		172			(3	)					194						191			(19	)
Loss Before Taxes		(5,335	)		(498	)		(236	)		(194	)					(928	)		(4,407	)
Income Tax Provision (Benefit)		637			(91	)(4)		(38	)(4)		(44	)(4)					(173	)		810
Net Loss		(5,972	)		(407	)		(198	)		(150	)					(755	)		(5,217	)
Net Loss Attributable to Merck & Co., Inc.		(5,975	)		(407	)		(198	)		(150	)					(755	)		(5,220	)
Loss per Common Share Assuming Dilution(5)	$	(2.35	)		(0.16	)		(0.07	)		(0.06	)					(0.29	)	$	(2.06	)

Tax Rate		-11.9	%																	-18.4	%

June YTD
Cost of sales	$	7,951			1,012			61									1,073		$	6,878
Selling, general and administrative		5,182			45			53									98			5,084
Research and development		17,597			19			1									20			17,577
Restructuring costs		218						218									218			-
Other (income) expense, net		259			12						(235	)		573	(3)		350			(91	)
(Loss) Income Before Taxes		(1,685	)		(1,088	)		(333	)		235			(573	)		(1,759	)		74
Income Tax Provision (Benefit)		1,462			(196	)(4)		(56	)(4)		51	(4)		(60	)(4)		(261	)		1,723
Net Loss		(3,147	)		(892	)		(277	)		184			(513	)		(1,498	)		(1,649	)
Net Loss Attributable to Merck & Co., Inc.		(3,154	)		(892	)		(277	)		184			(513	)		(1,498	)		(1,656	)
Loss per Common Share Assuming Dilution(5)	$	(1.24	)		(0.35	)		(0.11	)		0.07			(0.20	)		(0.59	)	$	(0.65	)

Tax Rate		-86.8	%																	2,328.4	%

Only the line items that are affected by non-GAAP adjustments are shown.

(1) Amounts included in cost of sales primarily reflect expenses for the amortization of intangible assets. Amounts included in selling, general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures. Amounts included in research and development expenses primarily reflect expenses for the amortization of intangible assets. Amounts included in other (income) expense, net, for the six-month period primarily reflect a $37 million loss on the sale of a business and an increase in the estimated fair value measurement of liabilities for contingent consideration related to the prior termination of the Sanofi-Pasteur MSD joint venture, partially offset by royalty income.

(3) Reflects a charge related to settlements with certain plaintiffs in the Zetia antitrust litigation.

(4) Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

(5) Because the company recorded a net loss in the second quarter and first six months of 2023, no potential dilutive common shares were used in the computation of loss per common share assuming dilution as the effect would have been anti-dilutive.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES

SECOND QUARTER 2024

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3a

	Global						U.S.						International
	2Q 2024		2Q 2023		% Change		2Q 2024		2Q 2023		% Change		2Q 2024		2Q 2023		% Change
TOTAL SALES (1)	$	16,112	$	15,035		7	$	7,876	$	7,018		12	$	8,236	$	8,018		3
PHARMACEUTICAL		14,408		13,457		7		7,399		6,570		13		7,009		6,887		2
Oncology
Keytruda		7,270		6,271		16		4,412		3,863		14		2,858		2,408		19
Alliance Revenue – Lynparza (2)		317		310		2		153		144		6		165		166		-1
Alliance Revenue – Lenvima (2)		249		242		3		177		163		8		73		79		-7
Welireg		126		50		150		116		49		138		10		2		*
Alliance Revenue – Reblozyl (3)		90		47		92		75		36		110		15		11		36
Vaccines (4)
Gardasil / Gardasil 9		2,478		2,458		1		536		464		16		1,941		1,994		-3
ProQuad / M-M-R II/Varivax		617		582		6		490		447		10		127		135		-6
Vaxneuvance		189		168		13		99		147		-33		90		20		*
RotaTeq		163		131		25		107		93		15		56		37		50
Pneumovax 23		59		92		-36		11		23		-54		48		69		-30
Hospital Acute Care
Bridion		455		502		-9		351		299		17		104		203		-49
Prevymis		188		143		31		90		61		47		98		82		19
Dificid		92		76		20		79		68		16		12		8		56
Zerbaxa		62		54		14		33		30		12		28		24		17
Noxafil		45		55		-20				11		N/M		44		45		-1
Cardiovascular
Alliance Revenue - Adempas/Verquvo (5)		106		68		56		98		70		41		8		-2		*
Adempas (6)		72		65		11								72		65		11
Winrevair		70				-		70				-
Virology
Lagevrio		110		203		-46		15		2		*		95		201		-53
Isentress/Isentress HD		89		136		-35		43		56		-24		46		80		-42
Delstrigo		60		50		19		14		13		13		45		37		21
Pifeltro		39		38		3		27		27		-1		12		11		15
Neuroscience
Belsomra		53		63		-16		19		21		-12		34		42		-18
Immunology
Simponi		172		180		-4								172		180		-4
Remicade		35		48		-27								35		48		-27
Diabetes (7)
Januvia		405		511		-21		177		243		-27		227		267		-15
Janumet		224		354		-37		17		82		-80		208		272		-24
Other Pharmaceutical (8)		573		560		2		190		158		20		386		403		-4
ANIMAL HEALTH		1,482		1,456		2		455		475		-4		1,027		982		5
Livestock		837		807		4		168		165		2		669		643		4
Companion Animal		645		649		-1		287		310		-7		358		339		6
Other Revenues (9)		222		122		82		22		-27		-181		200		149		34

*200% or greater

N/M - Not Meaningful

Sum of U.S. plus international may not equal global due to rounding.

(1) Only select products are shown.

(2) Alliance Revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs.

(3) Alliance Revenue represents royalties.

(4) Total Vaccines sales were $3,656 million in the second quarter of 2024 and $3,557 million in the second quarter of 2023.

(5) Alliance Revenue represents Merck's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs.

(6) Net product sales in Merck's marketing territories.

(7) Total Diabetes sales were $715 million in the second quarter of 2024, and $951 million in the second quarter of 2023.

(8) Includes Pharmaceutical products not individually shown above.

(9) Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of upfront and milestone payments for out-licensed products were $15 million in the second quarter of 2024 and $3 million in the second quarter of 2023.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES

JUNE YEAR-TO-DATE 2024

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3b

	Global						U.S.						International
	June YTD 2024		June YTD 2023		% Change		June YTD 2024		June YTD 2023		% Change		June YTD 2024		June YTD 2023		% Change
TOTAL SALES (1)	$	31,887	$	29,522		8	$	15,354	$	13,676		12	$	16,533	$	15,846		4
PHARMACEUTICAL		28,415		26,179		9		14,336		12,688		13		14,079		13,491		4
Oncology
Keytruda		14,217		12,065		18		8,531		7,348		16		5,686		4,718		21
Alliance Revenue – Lynparza (2)		609		585		4		288		286		1		321		299		7
Alliance Revenue – Lenvima (2)		504		474		6		349		316		10		155		158		-2
Welireg		211		92		128		194		90		116		17		3		*
Alliance Revenue – Reblozyl (3)		161		90		80		133		66		102		28		24		17
Vaccines (4)
Gardasil/Gardasil 9		4,727		4,430		7		1,024		880		16		3,702		3,550		4
ProQuad/M-M-R II/Varivax		1,187		1,109		7		928		868		7		259		242		7
Vaxneuvance		408		274		49		260		241		8		148		33		*
RotaTeq		379		428		-11		257		273		-6		123		155		-21
Pneumovax 23		120		188		-36		17		63		-73		103		125		-17
Hospital Acute Care
Bridion		895		989		-9		680		576		18		215		413		-48
Prevymis		362		273		33		165		116		42		197		157		26
Dificid		165		141		16		147		130		13		17		11		54
Zerbaxa		118		104		13		67		57		17		51		47		9
Noxafil		101		116		-13		8		25		-67		92		91		2
Cardiovascular
Alliance Revenue - Adempas/Verquvo (5)		203		167		22		188		153		23		16		14		11
Adempas (6)		142		125		14								142		125		14
Winrevair		70				-		70				-
Virology
Lagevrio		460		595		-23		60				-		400		595		-33
Isentress/Isentress HD		200		259		-23		93		108		-14		107		151		-29
Delstrigo		116		94		23		26		24		11		89		70		27
Pifeltro		81		72		13		56		51		9		25		21		20
Neuroscience
Belsomra		99		119		-17		33		37		-10		66		82		-19
Immunology
Simponi		356		359		-1								356		359		-1
Remicade		74		99		-25								74		99		-25
Diabetes (7)
Januvia		824		1,062		-22		361		514		-30		463		548		-15
Janumet		475		683		-30		55		138		-60		420		544		-23
Other Pharmaceutical (8)		1,151		1,187		-3		346		328		5		807		857		-6
ANIMAL HEALTH		2,993		2,947		2		929		956		-3		2,064		1,991		4
Livestock		1,686		1,656		2		334		338		-1		1,352		1,318		3
Companion Animal		1,307		1,291		1		595		618		-4		712		673		6
Other Revenues (9)		479		396		21		89		32		178		390		364		7

*200% or greater

Sum of U.S. plus international may not equal global due to rounding.

(1) Only select products are shown.

(2) Alliance Revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs.

(3) Alliance Revenue represents royalties.

(4) Total Vaccines sales were $7,080 million and $6,690 million on a global basis for June YTD 2024 and 2023, respectively.

(5) Alliance Revenue represents Merck's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs.

(6) Net product sales in Merck's marketing territories.

(7) Total Diabetes sales were $1,461 million and $1,901 million on a global basis for June YTD 2024 and 2023, respectively.

(8) Includes Pharmaceutical products not individually shown above.

(9) Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of upfront and milestone payments for out-licensed products were $76 million and $54 million on a global basis for June YTD 2024 and 2023, respectively.

MERCK & CO., INC.

PHARMACEUTICAL GEOGRAPHIC SALES

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3c

	2024									2023																		% Change
	1Q			2Q			June YTD			1Q			2Q			June YTD			3Q			4Q			Full Year			2Q		June YTD
TOTAL PHARMACEUTICAL	$	14,006		$	14,408		$	28,415		$	12,721		$	13,457		$	26,179		$	14,263		$	13,141		$	53,583			7		9

United States		6,936			7,399			14,336			6,117			6,570			12,688			7,153			6,698			26,539			13		13
% Pharmaceutical Sales		49.5	%		51.4	%		50.5	%		48.1	%		48.8	%		48.5	%		50.1	%		51.0	%		49.5	%
Europe (1)		2,555			2,572			5,128			2,326			2,401			4,727			2,497			2,491			9,715			7		8
% Pharmaceutical Sales		18.2	%		17.9	%		18.0	%		18.3	%		17.8	%		18.1	%		17.5	%		19.0	%		18.1	%
China		1,744			1,790			3,534			1,694			1,887			3,581			1,674			1,456			6,710			-5		-1
% Pharmaceutical Sales		12.5	%		12.4	%		12.4	%		13.3	%		14.0	%		13.7	%		11.7	%		11.1	%		12.5	%
Japan		802			664			1,466			737			652			1,390			1,062			629			3,081			2		6
% Pharmaceutical Sales		5.7	%		4.6	%		5.2	%		5.8	%		4.8	%		5.3	%		7.4	%		4.8	%		5.7	%
Latin America		601			661			1,262			470			566			1,036			696			596			2,328			17		22
% Pharmaceutical Sales		4.3	%		4.6	%		4.4	%		3.7	%		4.2	%		4.0	%		4.9	%		4.5	%		4.3	%
Asia Pacific (other than China and Japan)		580			595			1,175			703			705			1,409			636			616			2,661			-16		-17
% Pharmaceutical Sales		4.1	%		4.1	%		4.1	%		5.5	%		5.2	%		5.4	%		4.5	%		4.7	%		5.0	%
Eastern Europe/Middle East/Africa		395			353			747			381			370			751			301			299			1,351			-5		-1
% Pharmaceutical Sales		2.8	%		2.4	%		2.6	%		3.0	%		2.7	%		2.9	%		2.1	%		2.3	%		2.5	%
Canada		138			143			281			141			127			268			133			138			540			12		5
% Pharmaceutical Sales		1.0	%		1.0	%		1.0	%		1.1	%		0.9	%		1.0	%		0.9	%		1.1	%		1.0	%
Other		255			231			486			152			179			329			111			218			658			29		48
% Pharmaceutical Sales		1.9	%		1.6	%		1.8	%		1.2	%		1.6	%		1.1	%		0.9	%		1.5	%		1.4	%

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

(1) Europe represents all European Union countries, the European Union accession markets and the United Kingdom.

MERCK & CO., INC.

OTHER (INCOME) EXPENSE, NET - GAAP

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 4

OTHER (INCOME) EXPENSE, NET

	2Q24			2Q23			June YTD 2024			June YTD 2023
Interest income	$	(69	)	$	(109	)	$	(141	)	$	(221	)
Interest expense		310			277			613			519
Exchange losses		60			62			144			122
(Income) loss from investments in equity securities, net (1)		(56	)		175			(200	)		(274	)
Net periodic defined benefit plan (credit) cost other than service cost		(159	)		(111	)		(319	)		(226	)
Other, net		(44	)		(122	)		(85	)		339
Total	$	42		$	172		$	12		$	259

(1) Includes net realized and unrealized gains and losses from investments in equity securities either owned directly or through ownership interests in investment funds. Unrealized gains and losses from investments that are directly owned are determined at the end of the reporting period, while gains and losses from ownership interests in investment funds are accounted for on a one quarter lag.