8-K

Merck & Co., Inc. (MRK)

8-K 2024-10-31 For: 2024-10-31
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Added on April 02, 2026

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) October 31, 2024 (October 31, 2024)

Merck & Co., Inc.

(Exact name of registrant as specified in its charter)

New Jersey<br> <br>(State or other jurisdiction<br> <br>of incorporation) 1-6571<br> <br>(Commission<br> <br>File Number) 22-1918501<br> <br>(I.R.S. Employer<br> <br>Identification No.)

126 East Lincoln Avenue, Rahway, NJ<br> <br>(Address of principal executive offices) 07065<br> <br>(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<br> 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 October 31, 2024, regarding earnings for the third 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 October 31, 2024, regarding earnings for the third quarter of 2024
Exhibit 99.2 Certain supplemental information not included in the press release
Exhibit 104 Cover Page Interactive Data File (embedded<br>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: October 31, 2024 By: /s/ Kelly E. W. Grez
Kelly E. W. Grez
Corporate Secretary

Exhibit 99.1


News Release

Merck Announces Third-Quarter 2024 FinancialResults

- Total Worldwide Sales Were $16.7 Billion, an Increase of 4% From Third Quarter 2023; Excluding the Impact of Foreign Exchange, Growth<br>Was 7%
o KEYTRUDA Sales Grew 17% to $7.4 Billion; Excluding the Impact of Foreign Exchange, Sales Grew 21%
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o WINREVAIR Sales Were $149 Million; U.S. Launch of WINREVAIR Gaining Momentum; Received Approval in the EU
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o Animal Health Sales Grew 6% to $1.5 Billion; Excluding the Impact of Foreign Exchange, Sales Grew 11%
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- GAAP EPS Was $1.24; Non-GAAP EPS Was $1.57; GAAP and Non-GAAP EPS Include a Net Charge of $0.79 per Share Related to Certain Business<br>Development Transactions
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- Achieved Significant Milestones in Vaccine Programs
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o CAPVAXIVE Recommended by the CDC’s ACIP for Pneumococcal Vaccination in Adults 50 Years of Age and Older
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o Presented Positive Results From Clinical Studies Evaluating Clesrovimab (MK-1654), an Investigational RSV Preventative Monoclonal<br>Antibody for Infants Entering Their First RSV Season
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- Data Presented for Four Approved Medicines and Six Pipeline Candidates in More Than 20 Types of Cancer at ESMO Congress 2024, Including<br>Overall Survival Data From KEYNOTE-522 and KEYNOTE-A18
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- Completed Acquisition of Investigational B-Cell Depletion Therapy, CN201 (MK-1045), From Curon Biopharmaceutical
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- Full-Year 2024 Financial Outlook
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o Narrows Expected Worldwide Sales Range To Be Between $63.6 Billion and $64.1 Billion
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o Now Expects Non-GAAP EPS To Be Between $7.72 and $7.77; Outlook Reflects a Net Negative Impact of $0.24 per Share Related to Business<br>Development Transactions With Curon Biopharmaceutical and Daiichi Sankyo
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RAHWAY, N.J., Oct. 31, 2024 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for the third quarter of 2024.

“Our third-quarter results were strong, as we continue to make progress heading into 2025 and beyond," said Robert M. Davis, chairman and chief executive officer, Merck. "Our pipeline is advancing and expanding, demonstrating our success in creating a sustainable innovation engine, and positioning Merck with a more diversified portfolio to drive growth. I continue to remain confident in the strength of our business and our ability to execute, and I want to thank our colleagues across the globe for their focus and commitment as we work to create lasting value for patients, shareholders and all our stakeholders.”

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Financial Summary

Third Quarter
$ in millions, except EPS amounts 2024 2023 Change Change Ex-<br> Exchange
Sales $ 16,657 $ 15,962 4 % 7 %
GAAP net income^1^ 3,157 4,745 -33 % -30 %
Non-GAAP net income that excludes certain items^1,2*^ 3,985 5,427 -27 % -23 %
GAAP EPS 1.24 1.86 -33 % -30 %
Non-GAAP EPS that excludes certain items^2*^ 1.57 2.13 -26 % -23 %

*Refer to table on page 7.

In the third quarter of 2024, total worldwide sales were $16.7 billion, an increase of 4% compared with the third quarter of 2023; excluding the impact of foreign exchange, growth was 7%. Sales growth in the third quarter of 2024 was primarily due to increased usage of KEYTRUDA globally, contributions from new launches, including WINREVAIR and CAPVAXIVE, and strong growth in Merck’s Animal Health business. Revenue growth in the third quarter of 2024 was partially offset by lower sales of JANUVIA and JANUMET, lower combined sales of GARDASIL/GARDASIL 9 and lower sales of LAGEVRIO. Third-quarter GARDASIL/GARDASIL 9 sales declined year-over-year due to reduced demand in China; outside of China, the company achieved double-digit sales growth for GARDASIL/GARDASIL 9 in almost every major region globally.

For the third quarter of 2024, Generally Accepted Accounting Principles (GAAP) earnings per share (EPS) assuming dilution was $1.24 and non-GAAP EPS was $1.57. The declines in GAAP and Non-GAAP EPS in the third quarter of 2024 versus the prior year were largely due to a net charge of $0.79 per share in the aggregate for the acquisition of Eyebiotech Limited (EyeBio) and a related development milestone, the acquisition of CN201 (now known as MK-1045) from Curon Biopharmaceutical (Curon), as well as a payment received from Daiichi Sankyo related to the expansion of the existing development and commercialization agreement. There were no significant business development transaction charges in the third quarter of 2023.

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.

^1^ Net income 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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Year-to-date results can be found in the attached tables.

Third-Quarter Sales Performance

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

Third Quarter
$ in millions 2024 2023 Change Change<br> Ex-Exchange Commentary
Total Sales $ 16,657 $ 15,962 4 % 7 % 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 14,943 14,263 5 % 8 % Increase driven by growth in oncology and cardiovascular, partially offset by declines in diabetes, vaccines and virology.
KEYTRUDA 7,429 6,338 17 % 21 % Growth driven by increased global uptake in earlier-stage indications, including triple-negative breast cancer (TNBC), renal cell carcinoma (RCC) and non-small cell lung cancer (NSCLC), as well as continued strong global demand from metastatic indications. 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.
GARDASIL/GARDASIL 9 2,306 2,585 -11 % -10 % Decline primarily due to lower demand in China compared with prior year, partially offset by higher sales in the U.S., driven by public-sector buying patterns, higher pricing and demand, as well as higher demand in most international regions.
PROQUAD, M-M-R II and VARIVAX 703 713 -1 % -1 % Decline primarily due to timing of shipments and lower tenders in Latin America, largely offset by higher demand in certain international markets.
JANUVIA/JANUMET 482 835 -42 % -38 % Decline primarily due to lower pricing in the U.S., as well as ongoing generic competition in many international markets.
BRIDION 420 424 -1 % 0 % Relatively flat compared with prior year due to generic competition in certain international markets, particularly in Europe and Japan, largely offset by higher demand and pricing in the U.S.
LAGEVRIO 383 640 -40 % -36 % Decline primarily due to lower demand in Japan, partially offset by uptake from commercial launch in the U.S.
Lynparza* 337 299 13 % 13 % Growth primarily due to higher global demand.
Lenvima* 251 260 -3 % -4 % Decline primarily due to timing of shipments in China in the prior year, partially offset by higher demand in the U.S.
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VAXNEUVANCE 239 214 12 % 13 % Growth largely driven by continued uptake from launches in Europe and Japan, partially offset by lower demand in the U.S. due to competition.
PREVYMIS 208 157 32 % 36 % Growth primarily due to higher global demand, particularly in the U.S.
ROTATEQ 193 156 24 % 25 % Growth primarily due to public-sector buying patterns in the U.S. and timing of shipments in China.
WINREVAIR 149 - - - Represents continued uptake since launch in the U.S. in the second quarter.
WELIREG 139 54 156 % 157 % Growth primarily driven by higher demand in the U.S., largely attributable to ongoing uptake of a new indication.
Animal Health 1,487 1,400 6 % 11 % Growth primarily driven by higher demand and pricing for both Companion Animal and Livestock product portfolios, as well as sales related to July 2024 acquisition of Elanco aqua business. 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.
Livestock 886 874 1 % 7 % Growth primarily driven by higher pricing and higher demand for poultry and swine products, as well as sales related to acquisition of Elanco aqua business.
Companion Animal 601 526 14 % 17 % Growth primarily driven by uptake from new product launches, including the injectable formulation of BRAVECTO in certain international markets, as well as higher pricing across product portfolio. Sales of BRAVECTO were $266 million and $235 million in current and prior year quarters, respectively, which represented growth of 13%, or 16% excluding impact of foreign exchange.
Other Revenues** 227 299 -24 % -22 % Decline primarily due to lower payments received for out-licensing arrangements and lower royalty income.

*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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Third-Quarter Expense, EPS and Related Information

The table below presents selected expense information.

$ in millions GAAP Acquisition- and Divestiture- Related Costs^3^ Restructuring<br> Costs (Income)<br> Loss From<br> Investments<br> in Equity<br> Securities Non- GAAP^2^
Third Quarter 2024
Cost of sales $ 4,080 $ 639 $ 192 $ - $ 3,249
Selling, general and administrative 2,731 43 31 - 2,657
Research and development 5,862 24 - - 5,838
Restructuring costs 56 - 56 - -
Other (income) expense, net (162 ) (27 ) - 58 (193 )
Third Quarter 2023
Cost of sales $ 4,264 $ 552 $ 33 $ - $ 3,679
Selling, general and administrative 2,519 17 40 - 2,462
Research and development 3,307 10 - - 3,297
Restructuring costs 126 - 126 - -
Other (income) expense, net 126 (24 ) - 17 133

GAAP Expense, EPS and Related Information

Gross margin was 75.5% for the third quarter of 2024 compared with 73.3% for the third 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 restructuring costs (primarily reflecting asset impairment charges), as well as higher amortization of intangible assets.

Selling, general and administrative (SG&A) expenses were $2.7 billion in the third quarter of 2024, an increase of 8% compared with the third quarter of 2023. The increase was primarily due to higher administrative, promotional, selling, and acquisition-related costs, partially offset by the favorable impact of foreign exchange.

Research and development (R&D) expenses were $5.9 billion in the third quarter of 2024, an increase of 77% compared with the third quarter of 2023. The increase was primarily due to a charge of $1.35 billion for the acquisition of EyeBio and a $100 million charge for a related development milestone, as well as a charge of $750 million to acquire CN201 (MK-1045) from Curon. The increase in R&D expenses was also driven by higher compensation and benefit costs, as well as higher clinical development spending. The increase in R&D expenses was partially offset by the favorable impact of foreign exchange.

Other (income) expense, net, was $162 million of income in the third quarter of 2024 compared with $126 million of expense in the third quarter of 2023. The favorability was primarily due to a $170 million payment received from Daiichi Sankyo related to the expansion of the existing development and commercialization agreement, lower exchange losses and lower net interest expense.

^3^ 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 22.7% for the third quarter of 2024 includes a 7.2 percentage point combined unfavorable impact related to the EyeBio and Curon transactions.

GAAP EPS was $1.24 for the third quarter of 2024 compared with $1.86 for the third quarter of 2023. GAAP EPS in the third quarter of 2024 includes a net charge of $0.79 per share in the aggregate for the EyeBio, Curon and Daiichi Sankyo transactions. There were no significant business development transaction charges in the third quarter of 2023.

Non-GAAP Expense, EPS and Related Information

Non-GAAP gross margin was 80.5% for the third quarter of 2024 compared with 77.0% for the third 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 third quarter of 2024, an increase of 8% compared with the third quarter of 2023. The increase was primarily due to higher administrative, promotional and selling costs, partially offset by the favorable impact of foreign exchange.

Non-GAAP R&D expenses were $5.8 billion in the third quarter of 2024, an increase of 77% compared with the third quarter of 2023. The increase was primarily due to a charge of $1.35 billion for the acquisition of EyeBio and a $100 million charge for a related development milestone, as well as a charge of $750 million to acquire CN201 (MK-1045) from Curon. The increase in R&D expenses was also driven by higher compensation and benefit costs, as well as higher clinical development spending. The increase in R&D expenses was partially offset by the favorable impact of foreign exchange.

Non-GAAP other (income) expense, net, was $193 million of income in the third quarter of 2024 compared with $133 million of expense in the third quarter of 2023. The favorability was primarily due to a $170 million payment received from Daiichi Sankyo related to the expansion of the existing development and commercialization agreement, lower exchange losses and lower net interest expense.

The non-GAAP effective tax rate of 21.9% for the third quarter of 2024 includes a 6.0 percentage point combined unfavorable impact related to the EyeBio and Curon transactions.

Non-GAAP EPS was $1.57 for the third quarter of 2024 compared with $2.13 for the third quarter of 2023. Non-GAAP EPS in the third quarter of 2024 includes a net charge of $0.79 per share in the aggregate for the EyeBio, Curon and Daiichi Sankyo transactions. There were no significant business development transaction charges in the third quarter of 2023.

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

Third Quarter
$ in millions, except EPS amounts 2024 2023
EPS
GAAP EPS $ 1.24 $ 1.86
Difference 0.33 0.27
Non-GAAP EPS that excludes items listed below^2^ $ 1.57 $ 2.13
Net Income
GAAP net income^1^ $ 3,157 $ 4,745
Difference 828 682
Non-GAAP net income that excludes items listed below^1,2^ $ 3,985 $ 5,427
Excluded Items:
Acquisition- and divestiture-related costs^3^ $ 679 $ 555
Restructuring costs 279 199
Loss from investments in equity securities 58 17
Decrease to net income 1,016 771
Estimated income tax (benefit) expense (188 ) (89 )
Decrease to net income $ 828 $ 682

Pipeline and Portfolio Highlights

In the third quarter, Merck continued to develop and augment its strong, diverse pipeline and achieve key regulatory and clinical milestones.

In cardiovascular disease, Merck continued to build on positive momentum in its U.S. launch of WINREVAIR. As of the end of September 2024, more than 3,700 patients have been prescribed WINREVAIR. The company also received the European Commission’s (EC) approval of WINREVAIR, in combination with other pulmonary arterial hypertension (PAH) therapies, for the treatment of adult patients with PAH with World Health Organization (WHO) functional Class II to III. WINREVAIR is the first activin signaling inhibitor approved for the treatment of PAH in Europe. WINREVAIR has launched in Germany and Merck is working to obtain reimbursement for WINREVAIR in other countries in the EU, which should occur in most other major European markets in the second half of 2025.

In oncology, Merck continued to reinforce its leadership in women’s and earlier stages of cancers and demonstrate progress in its research pipeline. At the European Society for Medical Oncology (ESMO) Congress 2024, three of the company’s data presentations were highlighted during Presidential Symposium sessions. These included overall survival (OS) data from the Phase 3 KEYNOTE-522 trial in high-risk, early-stage TNBC and from the Phase 3 KEYNOTE-A18 trial (also known as ENGOT-cx11/GOG-3047) in high-risk, locally advanced cervical cancer. In addition, new positive data on investigational candidates from Merck’s pipeline were presented, including for patritumab deruxtecan (HER3-DXd), an antibody-drug conjugate (ADC) being developed in collaboration with Daiichi Sankyo, and for sacituzumab tirumotecan (sac-TMT), an anti-TROP2 ADC being developed in collaboration with Kelun-Biotech.

The company also achieved several regulatory milestones, including new approvals for KEYTRUDA-based regimens in the U.S., Europe and Japan. In addition, Merck recently announced top-line results from the KEYNOTE-689 trial, which marks the first positive trial in two decades for patients with resected, locally advanced head and neck squamous cell carcinoma (LA-HNSCC).

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In vaccines, the CDC’s Advisory Committee on Immunization Practices (ACIP) voted in October 2024 to recommend CAPVAXIVE for individuals 50 to 64 years of age. This decision expanded upon the initial unanimous recommendation in June 2024 for use of CAPVAXIVE in adults age 65 and older, among other cohorts.

At IDWeek 2024, Merck presented positive results from the Phase 2b/3 trial of clesrovimab (MK-1654), an investigational respiratory syncytial virus (RSV) preventative monoclonal antibody for infants. These results support the potential for clesrovimab to become the first and only single-dose immunization designed to protect infants with the same dose, regardless of weight, for the duration of their first RSV season (six months).

In immunology, long-term efficacy and safety data for tulisokibart (MK-7240), an investigational humanized monoclonal antibody directed to a novel target, tumor necrosis factor (TNF)-like cytokine 1A (TL1A), from the Phase 2 ARTEMIS-UC and APOLLO-CD studies in ulcerative colitis (UC) and Crohn’s disease (CD), were presented at the United European Gastroenterology (UEG) Week 2024 Congress. Both studies showed that, at week 50, maintenance of treatment efficacy was generally observed in 12-week induction responders. Phase 3 studies in UC and CD are ongoing.

In addition, Merck continued to expand and diversify its pipeline by securing strategic business development opportunities. Merck completed its acquisition of CN201 (MK-1045), a next-generation CD3xCD19 bispecific antibody with potential applications in B-cell malignancies and autoimmune diseases, from Curon. Merck also announced the expansion of the global development and commercialization agreement with Daiichi Sankyo to include MK-6070, an investigational delta-like ligand 3 (DLL3) targeting T-cell engager. The companies are planning to evaluate MK-6070 in combination with ifinatamab deruxtecan (I-DXd) in certain patients with small cell lung cancer (SCLC), as well as other potential combinations.

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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 Pemetrexed and Platinum Chemotherapy as First-Line Treatment for Adult Patients With Unresectable Advanced or Metastatic Malignant Pleural Mesothelioma, Based on Results From Phase 3 KEYNOTE-483/CCTG IND.227 Trial (Read Announcement)
EC Approved KEYTRUDA Plus Padcev as First-Line Treatment of Unresectable or Metastatic Urothelial Carcinoma in Adults, Based on Results From Phase 3 KEYNOTE-A39/EV-302 Trial (Read Announcement)
KEYTRUDA Received 30th Approval From EC With Two New Indications in Gynecologic Cancers, Based on Results From Phase 3 KEYNOTE-868/NRG-GY018 and KEYNOTE-A18 Trials (Read Announcement)
KEYTRUDA Received New Approvals in Japan for Certain Patients With NSCLC, Based on Results From Phase 3 KEYNOTE-671 Trial, and for Radically Unresectable Urothelial Carcinoma, Based on Results From Phase 3 KEYNOTE-A39/EV-302 and Phase 2 KEYNOTE-052 Trials (Read Announcement)
KEYTRUDA Plus Chemotherapy Before Surgery and Continued as Single Agent After Surgery Reduced Risk of Death by More Than One-Third (34%) Versus Neoadjuvant Chemotherapy in High-Risk, Early-Stage TNBC, Based on Results From Phase 3 KEYNOTE-522 (Read Announcement)
KEYTRUDA Plus Chemoradiotherapy (CRT) Reduced Risk of Death by 33% Versus CRT Alone in Patients With Newly Diagnosed, High-Risk, Locally Advanced Cervical Cancer, Based on Results From Phase 3 KEYNOTE-A18/ENGOT-cx11/GOG-3047 Trial (Read Announcement)
KEYTRUDA Ten-Year Data Demonstrated Sustained OS Benefit Versus Ipilimumab in Advanced Melanoma, Based on Results From Phase 3 KEYNOTE-006 Trial (Read Announcement)
KEYTRUDA Plus Lenvima in Combination With Transarterial Chemoembolization (TACE) Significantly Improved Progression-Free Survival Compared to TACE Alone in Patients With Unresectable, Non-Metastatic Hepatocellular Carcinoma, Based on Results From Phase 3 LEAP-012 Trial (Read Announcement)
KEYTRUDA Plus Trastuzumab and Chemotherapy Significantly Improved OS Versus Trastuzumab and Chemotherapy Alone in First-Line Treatment of Patients With HER2-Positive Advanced Gastric or GEJ Adenocarcinoma, Based on Results From Phase 3 KEYNOTE-811 Trial (Read Announcement)
KEYTRUDA Met Primary Endpoint of Event-Free Survival as Perioperative Treatment Regimen in Patients With Resected, LA-HNSCC, Based on Results From Phase 3 KEYNOTE-689 Trial (Read Announcement)
Patritumab Deruxtecan (HER3-DXd) Demonstrated Statistically Significant Improvement in Progression-Free Survival Versus Doublet Chemotherapy in Patients With Locally Advanced or Metastatic EGFR-Mutated NSCLC, Based on Results From Phase 3 HERTHENA-Lung02 Trial (Read Announcement)
Ifinatamab Deruxtecan Continued to Demonstrate Promising Objective Response Rates in Patients With Extensive-Stage SCLC, Based on Results From Phase 2 IDeate-Lung01 Trial (Read Announcement)
Merck and Moderna Initiated Phase 3 Trial Evaluating Adjuvant V940 (mRNA-4157) in Combination With KEYTRUDA After Neoadjuvant KEYTRUDA and Chemotherapy in Patients With Certain Types of NSCLC (Read Announcement)
Merck Initiated Phase 3 Shorespan-007 Trial for Bomedemstat, an Investigational Candidate for the Treatment of Certain Patients With Essential Thrombocythemia (Read Announcement)
Merck and Daiichi Sankyo Initiated Phase 3 IDeate-Lung02 Trial of Ifinatamab Deruxtecan in Patients With Relapsed SCLC (Read Announcement)
Merck and Exelixis Signed Clinical Development Collaboration To Evaluate Investigational Zanzalintinib in Combination With KEYTRUDA in Head and Neck Cancer and in Combination With WELIREG in RCC (Read Announcement)
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Vaccines Clesrovimab (MK-1654), an Investigational RSV Preventative Monoclonal Antibody, Significantly Reduced Incidence of RSV Disease and Hospitalization in Healthy Preterm and Full-Term Infants, Based on Results From Phase 2b/3 MK-1654-004 Trial (Read Announcement)
CDC’s ACIP Recommended CAPVAXIVE for Pneumococcal Vaccination in Adults 50 Years of Age and Older (Read Announcement)
CAPVAXIVE Demonstrated Positive Immune Responses in Adults With Increased Risk for Pneumococcal Disease, Based on Results From Phase 3 STRIDE-8 Trial (Read Announcement)
Merck Announced Positive Top-line Results From Phase 3 Trial Evaluating Efficacy and Safety of GARDASIL 9 in Japanese Males (Read Announcement)
Cardiovascular EC Approved WINREVAIR in Combination With Other PAH Therapies for the Treatment of PAH in Adult Patients With Functional Class II-III, Based on Results From Phase 3 STELLAR Trial (Read Announcement)
Immunology Merck Presented New Long-Term Data for Tulisokibart (MK-7240), an Investigational Anti-TL1A Monoclonal Antibody, in Inflammatory Bowel Disease at UEG Week 2024 (Read Announcement)
Infectious Diseases Merck and Gilead Announced Phase 2 Data Showing a Treatment Switch to an Investigational Oral Once-Weekly Combination Regimen of Islatravir and Lenacapavir (MK-8591D) Maintained Viral Suppression in Adults at Week 48 (Read Announcement)
Ophthalmology Merck and EyeBio Initiated Phase 2b/3 Clinical Trial for MK-3000 for the Treatment of Diabetic Macular Edema (Read Announcement)

Sustainability Highlights

Merck issued its 2023/2024 Impact Report, reaffirming its commitment to operating responsibly and enabling broad access to its products. The report noted how the company reached more than 550 million people around the world with its medicines and vaccines through commercial channels, clinical trials, voluntary licensing and product donations.

Full-Year 2024 Financial Outlook

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

Full Year 2024
Updated
Sales^*^ 63.6 to 64.1 billion $63.4 to $64.4 billion
Non-GAAP Gross margin^2^ Approximately 81% Approximately 81%
Non-GAAP Operating expenses^2**^ 27.8 to 28.3 billion $26.8 to $27.6 billion
Non-GAAP Other (income) expense, net^2^ Approximately 100 million expense Approximately $350 million expense
Non-GAAP Effective tax rate^2^ 16.0% to 17.0% 15.5% to 16.5%
Non-GAAP EPS^2***^ 7.72 to 7.77 $7.94 to $8.04
Share count (assuming dilution) Approximately 2.54 billion Approximately 2.54 billion

All values are in US Dollars.

*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, $1.45 billion for EyeBio acquisition and related development milestone payment, and $750 million for acquisition of CN201 (MK-1045) from Curon. Outlook does not assume any additional significant potential business development transactions.

***Includes net one-time charge of $1.05 per share in aggregate for the Harpoon, EyeBio and Curon transactions, and the cash payment received from Daiichi Sankyo.

- 11 -

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 growth, including from KEYTRUDA, new product launches and Animal Health. As a result, Merck is narrowing the range of its full-year sales outlook.

Merck now expects its full-year sales to be between $63.6 billion and $64.1 billion, including a negative impact of foreign exchange of approximately 3 percentage points, at mid-October 2024 exchange rates. Approximately 2 percentage points of the negative impact of foreign exchange is due to the devaluation of the Argentine peso, which is being largely 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 16.0% and 17.0%, which includes an unfavorable impact related to the one-time charge associated with the acquisition of CN201 (MK-1045) from Curon.

Merck now expects its full-year non-GAAP EPS to be between $7.72 and $7.77. The outlook includes a negative impact of foreign exchange of approximately $0.30 per share. The negative impact of foreign exchange is primarily due to the devaluation of the Argentine peso, which is being largely offset by inflation-related price increases, consistent with practice in that market. This revised non-GAAP EPS range reflects a net charge of $0.24 per share for the following items not previously included in the outlook:

The acquisition of CN201 (MK-1045) from Curon.
Payment received from Daiichi Sankyo related to the expansion of the existing<br>development and commercialization agreement.
--- ---

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.

- 12 -

Earnings Conference Call

Investors, journalists and the general public may access a live audio webcast of the earnings conference call on Thursday, October 31, 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) 369-3351 (U.S. and Canada Toll-Free) or (517) 308-9448 and using the access code 9818590.

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.

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).

- 13 -

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 VaccineLive)

ROTATEQ (Rotavirus Vaccine, Live, Oral, Pentavalent)

VARIVAX (Varicella Virus Vaccine Live)

VAXNEUVANCE (Pneumococcal 15-valent Conjugate Vaccine)

VERQUVO (vericiguat)

WELIREG (belzutifan)

WINREVAIR*(sotatercept-csrk)*

Animal Health

BRAVECTO (fluralaner)

Media Contacts: Investor Contacts:
Robert Josephson<br><br> <br>(203) 914-2372<br><br> <br>robert.josephson@merck.com<br><br> <br><br><br> <br>Michael Levey<br><br> <br>(215) 872-1462<br><br> <br>michael.levey@merck.com Peter Dannenbaum<br><br> <br>(732) 594-1579<br><br> <br>peter.dannenbaum@merck.com<br><br> <br><br><br> <br>Steven Graziano<br><br> <br>(732) 594-1583<br><br> <br>steven.graziano@merck.com

MERCK & CO., INC.
CONSOLIDATED STATEMENT OF INCOME - GAAP
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)
(UNAUDITED)
Table 1
**** GAAP **** **** GAAP **** ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
**** **** **** **** **** **** Sep YTD **** Sep YTD **** ****
**** **** 3Q24 **** 3Q23 % Change **** **** 2024 **** **** 2023 **** % Change ****
Sales $ 16,657 $ 15,962 4 % $ 48,544 $ 45,485 7 %
Costs, Expenses and Other
Cost of sales 4,080 4,264 -4 % 11,365 12,214 -7 %
Selling, general and administrative 2,731 2,519 8 % 7,952 7,700 3 %
Research and development 5,862 3,307 77 % 13,354 20,904 -36 %
Restructuring costs 56 126 -56 % 258 344 -25 %
Other (income) expense, net (162 ) 126 * (151 ) 388 *
Income Before Taxes 4,090 5,620 -27 % 15,766 3,935 *
Taxes on Income 929 870 2,377 2,332
Net Income 3,161 4,750 -33 % 13,389 1,603 *
Less: Net Income Attributable to Noncontrolling Interests 4 5 15 12
Net Income Attributable to Merck & Co., Inc. $ 3,157 $ 4,745 -33 % $ 13,374 $ 1,591 *
Earnings per Common Share Assuming Dilution $ 1.24 $ 1.86 -33 % $ 5.26 $ 0.62 *
Average Shares Outstanding Assuming Dilution 2,541 2,546 2,543 2,549
Tax Rate 22.7 % 15.5 % 15.1 % 59.3 %
* 100% or greater
MERCK & CO., INC.
---
THREE AND NINE MONTHS ENDED SEPTEMBER 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 ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Third Quarter
Cost of sales $ 4,080 639 192 831 $ 3,249
Selling, general and administrative 2,731 43 31 74 2,657
Research and development 5,862 24 24 5,838
Restructuring costs 56 56 56
Other (income) expense, net (162 ) (27 ) 58 31 (193 )
Income Before Taxes 4,090 (679 ) (279 ) (58 ) (1,016 ) 5,106
Income Tax Provision (Benefit) 929 (129 )^(3)^ (46 )^(3)^ (13 )^(3)^ (188 ) 1,117
Net Income 3,161 (550 ) (233 ) (45 ) (828 ) 3,989
Net Income Attributable to Merck & Co., Inc. 3,157 (550 ) (233 ) (45 ) (828 ) 3,985
Earnings per Common Share Assuming Dilution $ 1.24 (0.22 ) (0.09 ) (0.02 ) (0.33 ) $ 1.57
Tax Rate 22.7 % 21.9 %
Sep YTD
Cost of sales $ 11,365 1,708 374 2,082 $ 9,283
Selling, general and administrative 7,952 88 67 155 7,797
Research and development 13,354 60 2 62 13,292
Restructuring costs 258 258 258
Other (income) expense, net (151 ) (48 ) (107 ) (155 ) 4
Income Before Taxes 15,766 (1,808 ) (701 ) 107 (2,402 ) 18,168
Income Tax Provision (Benefit) 2,377 (350 )^(3)^ (118 )^(3)^ 23 ^(3)^ (259 )^(4)^ (704 ) 3,081
Net Income 13,389 (1,458 ) (583 ) 84 259 (1,698 ) 15,087
Net Income Attributable to Merck & Co., Inc. 13,374 (1,458 ) (583 ) 84 259 (1,698 ) 15,072
Earnings per Common Share Assuming Dilution $ 5.26 (0.57 ) (0.23 ) 0.03 0.10 (0.67 ) $ 5.93
Tax Rate 15.1 % 17.0 %

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 and Animal Health intangible asset impairment charges. 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, accelerated depreciation and asset impairments 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 3Q Sep<br> YTD
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
1Q 2Q 3Q Sep<br> YTD 1Q 2Q 3Q Sep<br> YTD Nom<br> % Ex-Exch<br> % Nom<br> % Ex-Exch<br> %
TOTAL SALES ^(1)^ $ 15,775 $ 16,112 $ 16,657 $ 48,544 $ 14,487 $ 15,035 $ 15,962 $ 45,485 4 7 7 10
PHARMACEUTICAL 14,006 14,408 14,943 43,358 12,721 13,457 14,263 40,442 5 8 7 10
Oncology
Keytruda 6,947 7,270 7,429 21,646 5,795 6,271 6,338 18,403 17 21 18 22
Alliance<br> Revenue – Lynparza ^(2)^ 292 317 337 947 275 310 299 884 13 13 7 8
Alliance<br> Revenue – Lenvima ^(2)^ 255 249 251 755 232 242 260 734 -3 -4 3 3
Welireg 85 126 139 349 42 50 54 146 156 157 138 139
Alliance<br> Revenue – Reblozyl ^(3)^ 71 90 100 261 43 47 52 142 91 91 84 84
Vaccines<br> ^(4)^
Gardasil/Gardasil 9 2,249 2,478 2,306 7,032 1,972 2,458 2,585 7,015 -11 -10 - 3
ProQuad/M-M-R II/Varivax 570 617 703 1,891 528 582 713 1,823 -1 -1 4 4
Vaxneuvance 219 189 239 647 106 168 214 488 12 13 33 34
RotaTeq 216 163 193 572 297 131 156 584 24 25 -2 -1
Pneumovax 23 61 59 68 188 96 92 140 327 -51 -51 -42 -40
Hospital Acute<br> Care
Bridion 440 455 420 1,315 487 502 424 1,413 -1 - -7 -6
Prevymis 174 188 208 570 129 143 157 430 32 36 33 36
Dificid 73 92 96 261 65 76 74 215 31 31 21 21
Zerbaxa 56 62 64 182 50 54 53 157 22 25 16 19
Noxafil 56 45 41 141 60 55 51 167 -20 -13 -15 -5
Cardiovascular
Alliance<br> Revenue - Adempas/Verquvo ^(5)^ 98 106 102 306 99 68 92 259 11 11 18 18
Winrevair 70 149 219 - - - -
Adempas<br> ^(6)^ 70 72 72 214 59 65 65 189 11 13 13 15
Virology
Lagevrio 350 110 383 843 392 203 640 1,236 -40 -36 -32 -27
Isentress/Isentress HD 111 89 102 302 123 136 119 377 -14 -10 -20 -16
Delstrigo 56 60 65 180 44 50 54 148 21 25 22 26
Pifeltro 42 39 42 123 34 38 37 109 14 15 13 14
Neuroscience
Belsomra 46 53 78 177 56 63 58 176 35 40 - 7
Immunology
Simponi 184 172 189 545 180 180 179 539 5 7 1 2
Remicade 39 35 41 115 51 48 45 144 -9 -5 -20 -16
Diabetes<br> ^(7)^
Januvia 419 405 278 1,102 551 511 581 1,642 -52 -49 -33 -30
Janumet 251 224 204 679 329 354 255 937 -20 -13 -28 -23
Other<br> Pharmaceutical ^(8)^ 576 573 644 1,796 626 560 568 1,758 13 15 2 5
ANIMAL HEALTH 1,511 1,482 1,487 4,480 1,491 1,456 1,400 4,347 6 11 3 7
Livestock 850 837 886 2,573 849 807 874 2,530 1 7 2 7
Companion Animal 661 645 601 1,907 642 649 526 1,817 14 17 5 7
Other<br> Revenues ^(9)^ 258 222 227 706 275 122 299 696 -24 -22 2 4

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, $3,656 million and $3,675 million in the first, second and third quarter of 2024, respectively, and $3,133 million, $3,557 million and $4,002 million in the first, second and third 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, $715 million and $592 million in the first, second and third quarter of 2024, respectively, and $950 million, $951 million and $924 million in the first, second and third 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, $15 million and $15 million in the first, second and third quarter of 2024, respectively, and $51 million, $3 million and $65 million in the first, second and third quarter of 2023, respectively.

Exhibit 99.2

MERCK &CO., INC.

CONSOLIDATEDSTATEMENT OF OPERATIONS - GAAP

(AMOUNTSIN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table1a ****

2024 2023 % Change
1Q 2Q 3Q Sep YTD 1Q 2Q 3Q Sep YTD 4Q Full Year 3Q Sep YTD
Sales $ 15,775 $ 16,112 $ 16,657 $ 48,544 $ 14,487 $ 15,035 $ 15,962 $ 45,485 $ 14,630 $ 60,115 4 % 7 %
Costs, Expenses and Other
Cost of sales 3,540 3,745 4,080 11,365 3,926 4,024 4,264 12,214 3,911 16,126 -4 % -7 %
Selling, general and administrative 2,483 2,739 2,731 7,952 2,479 2,702 2,519 7,700 2,804 10,504 8 % 3 %
Research and development 3,992 3,500 5,862 13,354 4,276 13,321 3,307 20,904 9,628 30,531 77 % -36 %
Restructuring costs 123 80 56 258 67 151 126 344 255 599 -56 % -25 %
Other (income) expense, net (33 ) 42 (162 ) (151 ) 89 172 126 388 78 466 * *
Income (Loss) Before Taxes 5,670 6,006 4,090 15,766 3,650 (5,335 ) 5,620 3,935 (2,046 ) 1,889 -27 % *
Income Tax Provision (Benefit) 903 545 929 2,377 825 637 870 2,332 (821 ) 1,512
Net Income (Loss) 4,767 5,461 3,161 13,389 2,825 (5,972 ) 4,750 1,603 (1,225 ) 377 -33 % *
Less: Net Income Attributable to Noncontrolling Interests 5 6 4 15 4 3 5 12 1 12
Net Income (Loss) Attributable to Merck & Co., Inc. $ 4,762 $ 5,455 $ 3,157 $ 13,374 $ 2,821 $ (5,975 ) $ 4,745 $ 1,591 $ (1,226 ) $ 365 -33 % *
Earnings (Loss) per Common Share Assuming Dilution ^(1)^ $ 1.87 $ 2.14 $ 1.24 $ 5.26 $ 1.11 $ (2.35 ) $ 1.86 $ 0.62 $ (0.48 ) $ 0.14 -33 % *
Average Shares Outstanding Assuming Dilution ^(1)^ 2,544 2,544 2,541 2,543 2,551 2,539 2,546 2,549 2,533 2,547
Tax Rate 15.9 % 9.1 % 22.7 % 15.1 % 22.6 % -11.9 % 15.5 % 59.3 % 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 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.

THREEAND NINE MONTHS ENDED SEPTEMBER 30, 2023 GAAP TO NON-GAAP RECONCILIATION

(AMOUNTSIN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table2b

**** GAAP **** Acquisition and Divestiture-Related Costs ^(1)^ **** Restructuring Costs ^(2)^ **** (Income) Loss from Investments in Equity Securities **** Certain Other Items **** Adjustment Subtotal **** Non-GAAP ****
Third Quarter
Cost of sales $ 4,264 552 33 585 $ 3,679
Selling, general and administrative 2,519 17 40 57 2,462
Research and development 3,307 10 10 3,297
Restructuring costs 126 126 126
Other (income) expense, net 126 (24 ) 17 (7 ) 133
Income Before Taxes 5,620 (555 ) (199 ) (17 ) (771 ) 6,391
Income Tax Provision (Benefit) 870 (53 )^(4)^ (32 )^(4)^ (4 )^(4)^ (89 ) 959
Net Income 4,750 (502 ) (167 ) (13 ) (682 ) 5,432
Net Income Attributable to Merck & Co., Inc. 4,745 (502 ) (167 ) (13 ) (682 ) 5,427
Earnings per Common Share Assuming Dilution $ 1.86 (0.20 ) (0.07 ) (0.27 ) $ 2.13
Tax Rate 15.5 % 15.0 %
Sep YTD
Cost of sales $ 12,214 1,564 94 1,658 $ 10,556
Selling, general and administrative 7,700 62 93 155 7,545
Research and development 20,904 29 1 30 20,874
Restructuring costs 344 344 344
Other (income) expense, net 388 (12 ) (218 ) 573 ^(3)^ 343 45
Income Before Taxes 3,935 (1,643 ) (532 ) 218 (573 ) (2,530 ) 6,465
Income Tax Provision (Benefit) 2,332 (249 )^(4)^ (88 )^(4)^ 47 ^(4)^ (60 )^(4)^ (350 ) 2,682
Net Income 1,603 (1,394 ) (444 ) 171 (513 ) (2,180 ) 3,783
Net Income Attributable to Merck & Co., Inc. 1,591 (1,394 ) (444 ) 171 (513 ) (2,180 ) 3,771
Earnings per Common Share Assuming Dilution $ 0.62 (0.55 ) (0.18 ) 0.07 (0.20 ) (0.86 ) $ 1.48
Tax Rate 59.3 % 41.5 %

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, senior management’s annual 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 expenses for the amortization of intangible assets. Amounts included in other (income) expense, net, primarily reflect royalty income, partially offset by 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. Additionally, the nine-month period includes a $37 million loss on the sale of a business.

^(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)^ 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.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCTSALES

THIRD QUARTER 2024

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3a

Global U.S. International
3Q<br> 2024 3Q<br> 2023 %<br> Change 3Q<br> 2024 3Q<br> 2023 %<br> Change 3Q<br> 2024 3Q<br> 2023 %<br> Change
TOTAL<br> SALES ^(1)^ $ 16,657 $ 15,962 4 $ 8,736 $ 7,715 13 $ 7,922 $ 8,247 -4
PHARMACEUTICAL 14,943 14,263 5 8,227 7,153 15 6,717 7,110 -6
Oncology
Keytruda 7,429 6,338 17 4,500 3,795 19 2,929 2,543 15
Alliance<br> Revenue – Lynparza ^(2)^ 337 299 13 161 153 5 177 146 21
Alliance<br> Revenue – Lenvima ^(2)^ 251 260 -3 173 160 9 78 100 -22
Welireg 139 54 156 127 51 148 12 3 *
Alliance<br> Revenue – Reblozyl ^(3)^ 100 52 91 82 43 93 18 10 83
Vaccines<br> ^(4)^
Gardasil/Gardasil 9 2,306 2,585 -11 1,020 838 22 1,285 1,746 -26
ProQuad/M-M-R II/Varivax 703 713 -1 572 567 1 131 146 -10
Vaxneuvance 239 214 12 137 182 -25 103 33 *
RotaTeq 193 156 24 131 108 21 62 48 28
Pneumovax 23 68 140 -51 19 42 -54 49 98 -50
Hospital Acute<br> Care
Bridion 420 424 -1 339 265 28 81 159 -49
Prevymis 208 157 32 101 70 43 107 87 24
Dificid 96 74 31 83 69 20 13 5 190
Zerbaxa 64 53 22 39 29 34 26 24 6
Noxafil 41 51 -20 1 4 -85 40 47 -15
Cardiovascular
Winrevair 149 - 147 - 3 -
Alliance<br> Revenue - Adempas/Verquvo ^(5)^ 102 92 11 96 96 -1 7 -4 *
Adempas<br> ^(6)^ 72 65 11 72 65 11
Virology
Lagevrio 383 640 -40 84 - 299 640 -53
Isentress/Isentress HD 102 119 -14 54 58 -6 48 61 -21
Delstrigo 65 54 21 15 13 15 50 40 23
Pifeltro 42 37 14 31 27 12 12 10 20
Neuroscience
Belsomra 78 58 35 20 23 -12 58 35 66
Immunology
Simponi 189 179 5 189 179 5
Remicade 41 45 -9 41 45 -9
Diabetes<br> ^(7)^
Januvia 278 581 -52 67 328 -80 211 252 -16
Janumet 204 255 -20 15 43 -67 190 211 -10
Other<br> Pharmaceutical ^(8)^ 644 568 13 213 189 13 426 381 12
ANIMAL HEALTH 1,487 1,400 6 487 462 6 999 938 6
Livestock 886 874 1 194 205 -5 692 669 3
Companion Animal 601 526 14 293 257 14 307 269 14
Other<br> Revenues ^(9)^ 227 299 -24 22 100 -78 206 199 4

*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 $3,675 million and $4,002 million on a global basis in the third quarter of 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 $592 million and $924 million on a global basis in the third quarter of 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 $15 million and $65 million on a global basis in the third quarter of 2024 and 2023, respectively.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCTSALES

SEPTEMBER YEAR-TO-DATE2024

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3b

Global U.S. International
Sep<br> YTD <br><br>2024 Sep<br> YTD <br><br>2023 %<br>Change Sep<br> YTD <br><br>2024 Sep<br> YTD <br><br>2023 %<br>Change Sep<br> YTD <br><br>2024 Sep<br> YTD <br><br>2023 %<br>Change
TOTAL<br> SALES ^(1)^ $ 48,544 $ 45,485 7 $ 24,089 $ 21,393 13 $ 24,455 $ 24,092 2
PHARMACEUTICAL 43,358 40,442 7 22,563 19,840 14 20,795 20,602 1
Oncology
Keytruda 21,646 18,403 18 13,031 11,142 17 8,614 7,261 19
Alliance<br> Revenue – Lynparza ^(2)^ 947 884 7 449 439 2 498 445 12
Alliance<br> Revenue – Lenvima ^(2)^ 755 734 3 523 476 10 233 258 -10
Welireg 349 146 138 320 141 128 29 6 *
Alliance<br> Revenue – Reblozyl ^(3)^ 261 142 84 215 108 99 45 33 36
Vaccines<br> ^(4)^
Gardasil/Gardasil 9 7,032 7,015 - 2,045 1,718 19 4,988 5,297 -6
ProQuad/M-M-R II/Varivax 1,891 1,823 4 1,500 1,435 5 391 388 1
Vaxneuvance 647 488 33 397 423 -6 251 65 *
RotaTeq 572 584 -2 388 381 2 185 203 -9
Pneumovax 23 188 327 -42 36 105 -66 152 223 -32
Hospital Acute<br> Care
Bridion 1,315 1,413 -7 1,020 841 21 296 572 -48
Prevymis 570 430 33 265 186 43 305 244 25
Dificid 261 215 21 231 199 16 30 16 93
Zerbaxa 182 157 16 106 86 23 77 71 8
Noxafil 141 167 -15 9 29 -69 132 138 -4
Cardiovascular
Alliance<br> Revenue - Adempas/Verquvo ^(5)^ 306 259 18 283 249 14 22 10 123
Winrevair 219 - 216 - 3 -
Adempas<br> ^(6)^ 214 189 13 214 189 13
Virology
Lagevrio 843 1,236 -32 144 - 699 1,236 -43
Isentress/Isentress HD 302 377 -20 147 165 -11 155 212 -27
Delstrigo 180 148 22 42 37 13 139 110 26
Pifeltro 123 109 13 86 78 10 37 31 20
Neuroscience
Belsomra 177 176 - 53 60 -11 124 117 6
Immunology
Simponi 545 539 1 545 539 1
Remicade 115 144 -20 115 144 -20
Diabetes<br> ^(7)^
Januvia 1,102 1,642 -33 428 842 -49 674 800 -16
Janumet 679 937 -28 70 182 -62 610 755 -19
Other<br> Pharmaceutical ^(8)^ 1,796 1,758 2 559 518 8 1,232 1,239 -1
ANIMAL HEALTH 4,480 4,347 3 1,417 1,418 - 3,063 2,929 5
Livestock 2,573 2,530 2 529 543 -3 2,044 1,987 3
Companion Animal 1,907 1,817 5 888 875 1 1,019 942 8
Other<br> Revenues ^(9)^ 706 696 2 109 135 -19 597 561 6

*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 $10,755 million and $10,692 million on a global basis for September 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 $2,053 million and $2,826 million on a global basis for September 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 $91 million and $118 million on a global basis for September YTD 2024 and 2023, respectively.

MERCK & CO., INC.

PHARMACEUTICAL GEOGRAPHIC SALES

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3c

2024 2023 %<br> Change
1Q 2Q 3Q Sep<br> YTD 1Q 2Q 3Q Sep<br> YTD 4Q Full<br> Year 3Q Sep<br> YTD
TOTAL<br> PHARMACEUTICAL $ 14,006 $ 14,408 $ 14,943 $ 43,358 $ 12,721 $ 13,457 $ 14,263 $ 40,442 $ 13,141 $ 53,583 5 7
United States 6,936 7,399 8,227 22,563 6,117 6,570 7,153 19,840 6,698 26,539 15 14
% Pharmaceutical Sales 49.5 % 51.4 % 55.1 % 52.0 % 48.1 % 48.8 % 50.1 % 49.1 % 51.0 % 49.5 %
Europe<br> ^(1)^ 2,555 2,572 2,620 7,748 2,326 2,401 2,497 7,224 2,491 9,715 5 7
% Pharmaceutical Sales 18.2 % 17.9 % 17.5 % 17.9 % 18.3 % 17.8 % 17.5 % 17.9 % 19.0 % 18.1 %
China 1,744 1,790 996 4,530 1,694 1,887 1,674 5,255 1,456 6,710 -40 -14
% Pharmaceutical Sales 12.5 % 12.4 % 6.7 % 10.4 % 13.3 % 14.0 % 11.7 % 13.0 % 11.1 % 12.5 %
Japan 802 664 919 2,386 737 652 1,062 2,451 629 3,081 -13 -3
% Pharmaceutical<br> Sales 5.7 % 4.6 % 6.2 % 5.5 % 5.8 % 4.8 % 7.4 % 6.1 % 4.8 % 5.7 %
Latin America 601 661 730 1,992 470 566 696 1,731 596 2,328 5 15
% Pharmaceutical Sales 4.3 % 4.6 % 4.9 % 4.6 % 3.7 % 4.2 % 4.9 % 4.3 % 4.5 % 4.3 %
Asia<br> Pacific (other than China and Japan) 580 595 669 1,844 703 705 636 2,045 616 2,661 5 -10
% Pharmaceutical Sales 4.1 % 4.1 % 4.5 % 4.3 % 5.5 % 5.2 % 4.5 % 5.1 % 4.7 % 5.0 %
Eastern Europe/Middle<br> East/Africa 395 353 400 1,147 381 370 301 1,052 299 1,351 33 9
% Pharmaceutical Sales 2.8 % 2.4 % 2.7 % 2.6 % 3.0 % 2.7 % 2.1 % 2.6 % 2.3 % 2.5 %
Canada 138 143 133 414 141 127 133 401 138 540 - 3
% Pharmaceutical Sales 1.0 % 1.0 % 0.9 % 1.0 % 1.1 % 0.9 % 0.9 % 1.0 % 1.1 % 1.0 %
Other 255 231 249 734 152 179 111 443 218 658 124 66
% Pharmaceutical Sales 1.9 % 1.6 % 1.5 % 1.7 % 1.2 % 1.6 % 0.9 % 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

3Q24 3Q23 Sep YTD 2024 Sep YTD 2023
Interest income $ (127 ) $ (73 ) $ (269 ) $ (295 )
Interest expense 330 317 943 836
Exchange losses 33 85 177 208
Loss<br> (income) from investments in equity securities, net ^(1)^ 31 33 (169 ) (240 )
Net periodic defined benefit plan (credit) cost other than<br> service cost (157 ) (138 ) (476 ) (364 )
Other, net (272 ) (98 ) (357 ) 243
Total $ (162 ) $ 126 $ (151 ) $ 388

^(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.