8-K

Merck & Co., Inc. (MRK)

8-K 2024-07-30 For: 2024-07-30
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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) July 30, 2024 (July30, 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

Item2.02. 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<br> 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: July 30, 2024 By: /s/ Kelly E. W. Grez
Kelly E. W. Grez
Corporate Secretary

Exhibit 99.1

News Release

Merck Announces Second-Quarter 2024 FinancialResults


- Total Worldwide Sales Were $16.1 Billion, an Increase of 7% From Second Quarter 2023; Excluding the Impact of Foreign Exchange, Growth<br>Was 11%
- KEYTRUDA Sales Grew 16% to $7.3 Billion; Excluding the Impact of Foreign Exchange, Sales Grew 21%
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- GAAP EPS Was $2.14; Non-GAAP EPS Was $2.28
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- Successful Initial Launch of WINREVAIR in the U.S.; Received Positive EU CHMP Opinion for Adults With PAH
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- Achieved Key Milestones in Vaccine Programs
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o Following FDA Approval, CAPVAXIVE Unanimously Recommended by the CDC’s ACIP for Pneumococcal Vaccination for Certain Adults
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o Announced Positive Results From Phase 2b/3 Trial of Clesrovimab (MK-1654), an Investigational RSV Preventative Monoclonal Antibody<br>for Infants
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- Completed Acquisitions of EyeBio and Elanco’s Aqua Business in July 2024
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- Full-Year 2024 Financial Outlook
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o Raises and Narrows Expected Worldwide Sales Range To Be Between $63.4 Billion and $64.4 Billion
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o 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<br>Billion, or $0.51 per Share, for the Acquisition of EyeBio
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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.”


- 2 -

Financial Summary

Second Quarter
$ in millions, except EPS amounts 2024 2023 Change Change Ex-<br> 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 items^1,2*^ 5,809 (5,220 ) N/M N/M
GAAP EPS 2.14 (2.35 ) N/M N/M
Non-GAAP EPS that excludes certain items^2*^ 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.


- 3 -

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<br> Ex-<br> 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.
- 4 -
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.


- 5 -

Second-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^
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.

^3^ Reflects expenses related to acquisitions of businesses, including<br>the amortization of intangible assets, intangible asset impairment charges and expense or income related to changes in the estimated<br>fair value measurement of liabilities for contingent consideration. Also includes integration, transaction and certain other costs associated<br>with acquisitions and divestitures, as well as amortization of intangible assets related to collaborations and licensing arrangements.
- 6 -

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.

- 7 -

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 below^2^ $ 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 below^1,2^ $ 5,809 $ (5,220 )
Excluded Items:
Acquisition- and divestiture-related costs^3^ $ 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) expense^4^ (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.

- 8 -

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 40^th^ 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.

- 9 -

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)

- 10 -

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 margin^2^ Approximately 81% Approximately 81%
Non-GAAP Operating expenses^2**^ $26.8 to $27.6 billion $25.2 to $26.1 billion
Non-GAAP Other (income) expense, net^2^ Approximately $350 million expense Approximately $250 million expense
Non-GAAP Effective tax rate^2^ 15.5% to 16.5% 14.5% to 15.5%
Non-GAAP EPS^2***^ $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<br>finance the EyeBio and Elanco aqua business acquisitions and to advance the acquired assets.
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- 11 -

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 VaccineLive)

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<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 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<br> 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<br> to Noncontrolling Interests 6 3 11 7
Net Income (Loss) Attributable<br> to Merck & Co., Inc. $ 5,455 $ (5,975 ) * $ 10,217 $ (3,154 ) *
Earnings<br> (Loss) per Common Share Assuming Dilution ^(1)^ $ 2.14 $ (2.35 ) * $ 4.02 $ (1.24 ) *
Average<br> 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<br> the line items that are affected by non-GAAP adjustments are shown.
---
Merck<br> is providing certain non-GAAP information that excludes certain items because of the nature of these items and the impact they have<br> on the analysis of underlying business performance and trends. Management believes that providing non-GAAP information enhances investors’<br> understanding of the company’s results because management uses non-GAAP measures to assess performance. Management uses non-GAAP<br> measures internally for planning and forecasting purposes and to measure the performance of the company along with other metrics.<br> In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP<br> pretax income metric. The non-GAAP information presented should be considered in addition to, but not as a substitute for or superior<br> 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<br> selling, general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and<br> divestitures. Amounts included in research and development expenses primarily reflect the amortization of intangible assets. Amounts<br> included in other (income) expense, net, primarily reflect royalty income related to the prior termination of the Sanofi-Pasteur<br> MSD joint venture.
^(2)^Amounts primarily include employee separation costs and accelerated depreciation associated with facilities to be closed or<br> 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<br> 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<br> statute of limitations for assessments related to the 2019 federal tax return year.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table3

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<br> Revenue – Lynparza ^(2)^ 292 317 609 275 310 585 299 315 1,199 2 4 4 6
Alliance<br> 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<br> 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<br> Revenue - Adempas/Verquvo ^(5)^ 98 106 203 99 68 167 92 108 367 56 56 22 22
Adempas<br> ^(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.

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.

THREEAND SIX MONTHS ENDED JUNE 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)<br><br> Loss from<br><br> Investments<br><br> in Equity<br><br> Securities Certain<br><br> Other<br><br> Items Adjustment<br><br> 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<br> the line items that are affected by non-GAAP adjustments are shown.
---
Merck is providing certain<br>non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying<br>business performance and trends. Management believes that providing non-GAAP information enhances investors’ understanding of the<br>company’s results because management uses non-GAAP measures to assess performance. Management uses non-GAAP measures internally<br>for planning and forecasting purposes and to measure the performance of the company along with other metrics. In addition, annual employee<br>compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. The non-GAAP<br>information presented should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance<br>with GAAP.
^(1)^Amounts<br> included in cost of sales primarily reflect expenses for the amortization of intangible assets.  Amounts included in selling,<br> general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures.  Amounts<br> included in research and development expenses primarily reflect expenses for the amortization of intangible assets.  Amounts<br> included in other (income) expense, net, for the six-month period primarily reflect a $37 million loss on the sale of a business<br> and an increase in the estimated fair value measurement of liabilities for contingent consideration related to the prior termination<br> of the Sanofi-Pasteur MSD joint venture, partially offset by royalty income.
^(2)^Amounts<br> primarily include employee separation costs and accelerated depreciation associated with facilities to be closed or divested related<br> to activities under the company's formal restructuring programs.
^(3)^ Reflects<br> a charge related to settlements with certain plaintiffs in the Zetia antitrust litigation.
^(4)^ Represents<br> the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP<br> adjustments.
^(5)^ Because<br> the company recorded a net loss in the second quarter and first six months of 2023, no potential dilutive common shares were used<br> 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<br> 2024 2Q<br> 2023 %<br> Change 2Q<br> 2024 2Q<br> 2023 %<br> Change 2Q<br> 2024 2Q<br> 2023 %<br> 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<br> Revenue – Lynparza ^(2)^ 317 310 2 153 144 6 165 166 -1
Alliance<br> Revenue – Lenvima ^(2)^ 249 242 3 177 163 8 73 79 -7
Welireg 126 50 150 116 49 138 10 2 *
Alliance<br> 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<br> Revenue - Adempas/Verquvo ^(5)^ 106 68 56 98 70 41 8 -2 *
Adempas<br> ^(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%<br> or greater
---
N/M<br> - Not Meaningful
Sum<br> of U.S. plus international may not equal global due to rounding.
^(1)^ Only<br> select products are shown.
---
^(2)^ Alliance<br> Revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs.
^(3)^ Alliance<br> Revenue represents royalties.
^(4)^ Total<br> Vaccines sales were $3,656 million in the second quarter of 2024 and $3,557 million in the second quarter of 2023.
^(5)^ Alliance<br> Revenue represents Merck's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales<br> and commercialization costs.
^(6)^ Net<br> product sales in Merck's marketing territories.
^(7)^ Total<br> Diabetes sales were $715 million in the second quarter of 2024, and $951 million in the second quarter of 2023.
^(8)^ Includes<br> Pharmaceutical products not individually shown above.
^(9)^ Other<br> Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including<br> revenue-hedging activities. Other Revenues related to the receipt of upfront and milestone payments for out-licensed products were<br> $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<br><br> 2024 June YTD<br><br> 2023 % Change June YTD<br><br> 2024 June YTD<br><br> 2023 % Change June YTD<br><br> 2024 June YTD<br><br> 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%<br> or greater
---
Sum<br> of U.S. plus international may not equal global due to rounding.
^(1)^ Only<br> select products are shown.
^(2)^ Alliance<br> Revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs.
^(3)^ Alliance<br> Revenue represents royalties.
^(4)^ Total<br> Vaccines sales were $7,080 million and $6,690 million on a global basis for June YTD 2024 and 2023, respectively.
^(5)^ Alliance<br> Revenue represents Merck's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales<br> and commercialization costs.
^(6)^ Net<br> product sales in Merck's marketing territories.
^(7)^ Total<br> Diabetes sales were $1,461 million and $1,901 million on a global basis for June YTD 2024 and 2023, respectively.
^(8)^ Includes<br> Pharmaceutical products not individually shown above.
^(9)^ Other<br> Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including<br> revenue-hedging activities. Other Revenues related to the receipt of upfront and milestone payments for out-licensed products were<br> $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 %<br> Change
**** 1Q **** 2Q **** June YTD **** 1Q **** 2Q **** June YTD **** 3Q **** 4Q **** Full Year **** 2Q June YTD
TOTAL<br> 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<br> 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<br> 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<br> 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<br> 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<br> Sales 4.3 % 4.6 % 4.4 % 3.7 % 4.2 % 4.0 % 4.9 % 4.5 % 4.3 %
Asia Pacific (other than<br> China and Japan) 580 595 1,175 703 705 1,409 636 616 2,661 -16 -17
% Pharmaceutical<br> 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<br> 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<br> 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
%<br> 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.