8-K

Merck & Co., Inc. (MRK)

8-K 2021-07-29 For: 2021-07-29
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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 29, 2021

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.)

2000 Galloping Hill Road, Kenilworth, NJ<br> <br>(Address of principal executive offices) 07033<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 Stock($0.50 par value) MRK New York Stock Exchange
1.125% Notes due 2021 MRK/21 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
2.500% Notes due 2034 MRK/34 New York Stock Exchange
1.375% Notes due 2036 MRK 36A New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

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

Incorporated by reference is a press release issued by Merck & Co., Inc. on July 29, 2021, regarding earnings for the second quarter of 2021, 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 29, 2021, regarding earnings for the second quarter of 2021
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Exhibit 99.2 Certain supplemental information not included in the press release
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Merck & Co., Inc.
Date: July 29, 2021 By: /s/<br> Kelly E. W. Grez
Kelly E. W. Grez
Deputy Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE


Media Contacts: Patrick Ryan Investor Contacts: Peter Dannenbaum
(973) 275-7075 (908) 740-1037
Melissa Moody<br><br> <br>(215) 407-3536 Raychel Kruper<br><br> <br>(908) 740-2107

Merck Announces Second-Quarter 2021 FinancialResults

· Second-Quarter 2021 Worldwide Sales from Continuing Operations (Excluding<br>Organon) Were $11.4 Billion, 22% Above Second-Quarter 2020; Excluding the Impact from Foreign Exchange, Sales Grew 19% Reflecting Ongoing<br>Recovery from the COVID-19 Pandemic and Strong Underlying Demand Across the Company’s Portfolio of Innovative Products:
o KEYTRUDA Sales Grew 23% to $4.2 Billion; Excluding the Impact from Foreign Exchange, Sales Grew 20%
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o GARDASIL/GARDASIL 9 Sales Grew 88% to $1.2 Billion; Excluding the Impact from Foreign Exchange, Sales Grew 78%
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o Animal Health Sales Grew 34% to $1.5 Billion; Excluding the Impact from Foreign Exchange, Sales Grew 27%
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· Second-Quarter 2021 GAAP EPS from Continuing Operations Was $0.48; Second-Quarter<br>2021 Non-GAAP EPS from Continuing Operations Was $1.31
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· Progressed Pipeline and Secured Multiple Regulatory Approvals, Including<br>FDA Approval of VAXNEUVANCE, Merck’s 15-Valent Pneumococcal Conjugate Vaccine, for Adults; FDA Approvals for Neoadjuvant/Adjuvant<br>KEYTRUDA in Combination With Chemotherapy for High-Risk Early-Stage Triple-Negative Breast Cancer (KEYNOTE-522) and KEYTRUDA in Combination<br>with Lenvima for the Treatment of Certain Patients With Advanced Endometrial Carcinoma (KEYNOTE-775/Study 309)
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· Completed the Spinoff of Organon on June 2; Received Cash Distribution<br>of Approximately $9 Billion
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· 2021 Continuing Operations Financial Outlook:
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o Expects Full-Year 2021 Sales Growth of 12% to 14%; Narrows and Raises Estimated Full-Year 2021 Revenue Range to be Between $46.4 Billion<br>and $47.4 Billion, Including a Positive Impact from Foreign Exchange of Less Than 2%
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o Expects Full-Year 2021 GAAP EPS to be Between $4.24 and $4.34; Expects Full-Year 2021 Non-GAAP EPS to be Between $5.47 and $5.57, Including<br>a Positive Impact from Foreign Exchange of Approximately 2%
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KENILWORTH, N.J., July 29, 2021 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for the second quarter of 2021.

“We are encouraged by the strong momentum of our underlying business led by our key growth drivers as the impact of the pandemic on our performance lessens,” said Rob Davis, chief executive officer and president, Merck. “We are confident that we will deliver sustained long-term growth and value creation enabled by our strengthening discovery research engine and by working with increased speed, urgency and agility to accelerate the delivery of our innovations to the patients who depend on them.”

Financial Summary – Continuing Operations

The businesses that were contributed to Organon & Co. (Organon) in the spinoff are now accounted for as discontinued operations. Financial information presented in this release reflects Merck’s results on a continuing operations basis, which excludes Organon. Prior periods have been recast to conform to this presentation. The Company previously filed a Form 8-K on June 21, 2021, which included historical financial information recast to reflect Organon as discontinued operations.

Second Quarter
$ in millions, except EPS amounts 2021 2020 Change Change<br><br> Ex-<br><br>Exchange
Sales $ 11,402 $ 9,353 22 % 19 %
GAAP net income^1^ 1,213 2,341 -48 % -47 %
Non-GAAP<br> net income that excludes certain items^1,2*^ 3,321 2,586 28 % 27 %
GAAP EPS 0.48 0.92 -48 % -48 %
Non-GAAP<br> EPS that excludes certain items^2*^ 1.31 1.02 28 % 27 %

*Refer to table on page 11.

^1^ Net income attributable to Merck & Co., Inc.
^2^ Merck is providing certain 2021 and 2020 non-GAAP information<br>that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance<br>and trends. Management believes that providing this information enhances investors’ understanding of the company’s results and permits investors to understand how management<br>assesses performance. Management uses these measures internally for planning and forecasting purposes and to measure the performance of<br>the company along with other metrics. In addition, senior management’s annual compensation is derived in part using non-GAAP pretax<br>income. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance<br>with GAAP. For a description of the non-GAAP adjustments, see Table 2a attached to this release.
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GAAP (generally accepted accounting principles) earnings per share assuming dilution (EPS) was $0.48 for the second quarter of 2021. GAAP EPS for the second quarter of 2021 includes a $1.7 billion charge for the acquisition of Pandion Therapeutics, Inc. (Pandion). Non-GAAP EPS of $1.31 for the second quarter of 2021 excludes acquisition- and divestiture-related costs, restructuring costs, income and losses from investments in equity securities, the charge related to Pandion and certain other items. Year-to-date results can be found in the attached tables.

Oncology Program Highlights

Merck continued to advance development programs across its oncology portfolio, anticipating greater than 90 potential new indications by 2028, including notable progress for KEYTRUDA (pembrolizumab), the company’s anti-PD-1 therapy; Lynparza (olaparib), an oral poly ADP ribose polymerase (PARP) inhibitor, being co-developed and co-commercialized with AstraZeneca; and Lenvima (lenvatinib mesylate), an orally available tyrosine kinase inhibitor, being co-developed and co-commercialized with Eisai Co., Ltd. (Eisai).

· Merck announced the following regulatory milestones:
o U.S. Food and Drug Administration (FDA) approval of KEYTRUDA in combination with chemotherapy as pre-operative (neoadjuvant) treatment<br>and then continuing as a single-agent (adjuvant) treatment after surgery in high-risk early-stage triple-negative breast cancer (TNBC)<br>based on results from the pivotal Phase 3 KEYNOTE-522 trial. These results were presented during a European Society for Medical Oncology<br>Virtual Plenary session on July 15.
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o FDA approval of KEYTRUDA in combination with trastuzumab and chemotherapy for the first-line treatment of patients with locally advanced<br>unresectable or metastatic human epidermal growth factor receptor 2 (HER2)-positive gastric or gastroesophageal junction (GEJ) adenocarcinoma<br>based on results from the ongoing Phase 3 KEYNOTE-811 trial. This is the first time an anti-PD-1 therapy has been approved in combination<br>with anti-HER2 therapy and chemotherapy as a first-line treatment for these patients. This accelerated approval is contingent upon verification<br>of clinical benefit in confirmatory trials.
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o FDA approval of KEYTRUDA as monotherapy for the treatment of patients with locally advanced cutaneous squamous cell carcinoma (cSCC)<br>that is not curable by surgery or radiation. This approval was based on results from the Phase 2 KEYNOTE-629 trial.
o FDA approval of KEYTRUDA in combination with Lenvima for the treatment of certain patients with advanced endometrial carcinoma that<br>is not microsatellite instability-high (MSI-H) or mismatch repair deficient (dMMR), who have disease progression following prior systemic<br>therapy in any setting and are not candidates for curative surgery or radiation. The approval was based on results from the confirmatory<br>pivotal Phase 3 KEYNOTE-775/Study 309 trial.
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o FDA priority review for KEYTRUDA in combination with Lenvima for the first-line treatment of patients with advanced renal cell carcinoma<br>(RCC) based on results from the pivotal Phase 3 CLEAR study (KEYNOTE-581/Study 307). The Prescription Drug User Fee Act (PDUFA) or target<br>action date is Aug. 26.
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o The FDA Oncologic Drugs Advisory Committee voted against maintaining accelerated approval of KEYTRUDA for the third-line treatment<br>of certain patients with gastric cancer. Merck announced a voluntary withdrawal of the accelerated approval indication for KEYTRUDA<br>for the treatment of patients with recurrent locally advanced or metastatic gastric or GEJ adenocarcinoma with disease progression on<br>or after platinum-containing chemotherapy and at least one other prior line of therapy. As agreed with the FDA, Merck will initiate the<br>withdrawal in Jan. 2022.
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o European Commission (EC) approval of KEYTRUDA in combination with platinum- and fluoropyrimidine-based chemotherapy for the first-line<br>treatment of certain patients with locally advanced unresectable or metastatic carcinoma of the esophagus or HER2-negative GEJ adenocarcinoma<br>in adults whose tumors express PD-L1 (CPS>10), based on the Phase 3 KEYNOTE-590 trial.
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o Chinese National Medical Products Administration approval of Lynparza as monotherapy for the treatment of adult patients with germline<br>or somatic BRCA-mutated metastatic castration-resistant prostate cancer who have progressed following prior treatment that<br>included a new hormonal agent (abiraterone, enzalutamide), based on data from the Phase 3 PROfound trial.
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· Merck provided additional data presentations including:
o Positive top-line overall survival (OS) results for the Phase 3 KEYNOTE-355 study evaluating KEYTRUDA in combination with chemotherapy<br>in patients with untreated metastatic triple-negative breast cancer whose tumors expressed PD-L1 (CPS>10). Data will be submitted<br>to global health authorities and will be presented at an upcoming medical meeting.
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o Results from the pivotal Phase 3 KEYNOTE-564 trial for the adjuvant treatment of certain patients with RCC at the 2021 American Society<br>of Clinical Oncology (ASCO) Annual Meeting. In the study, KEYTRUDA given after surgery demonstrated a statistically significant and clinically<br>meaningful reduction in the risk of disease recurrence or death compared to placebo. Results are being submitted to global regulatory<br>authorities and the trial will continue to evaluate OS, a key secondary endpoint.
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o Results from the pivotal Phase 3 KEYNOTE-826 trial investigating KEYTRUDA in combination with chemotherapy with or without bevacizumab,<br>confirming the trial met its dual primary endpoints of OS and progression-free survival (PFS) in the first-line treatment of patients<br>with persistent, recurrent or metastatic cervical cancer regardless of PD-L1 status. Results will be presented at an upcoming medical<br>meeting and will be submitted to regulatory authorities.
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o Initial results presented by Merck and AstraZeneca from the Phase 3 OlympiA trial at the 2021 ASCO Annual Meeting, in which Lynparza<br>demonstrated a statistically significant improvement in its primary endpoint of invasive disease-free survival versus placebo in the<br>adjuvant treatment of patients with germline BRCA1/2 mutations and HER2-negative early breast cancer. Results will be submitted<br>to global regulatory authorities and the trial will continue to assess OS as a secondary endpoint.
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Vaccines Highlights

· Merck announced the FDA approval of VAXNEUVANCE (15-valent Pneumococcal<br>Conjugate Vaccine) for active immunization for the prevention of invasive disease caused by Streptococcus pneumoniae serotypes<br>1, 3, 4, 5, 6A, 6B, 7F, 9V, 14, 18C, 19A, 19F, 22F, 23F and 33F in adults 18 years of age and older.
· Merck presented new data from the pivotal Phase 3 PNEU-AGE study of VAXNEUVANCE<br>compared with a 13-valent pneumococcal conjugate vaccine in adults 50 years of age and older at the European Congress of Clinical Microbiology &<br>Infectious Diseases (ECCMID) 2021.
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· Merck announced VAXNEUVANCE met its primary immunogenicity and safety endpoints<br>in two trials from its Phase 3 pediatric clinical program. Plans are on track for submission of a supplemental regulatory licensure application<br>to the FDA for use in children before the end of the year.

HIV Highlight

· Merck announced results from an ongoing Phase 2a clinical trial evaluating<br>the safety, tolerability and pharmacokinetics of six monthly oral doses, over 24 weeks, of islatravir, the company’s investigational<br>nucleoside reverse transcriptase translocation inhibitor, versus placebo for pre-exposure prophylaxis (PrEP) of HIV-1 infection in adults<br>at low risk of contracting HIV-1. These data, which support the safety profile of an oral islatravir PrEP regimen through 24 weeks versus<br>placebo, were shared as a late-breaking oral presentation during the virtual 11^th^ International AIDS Society Conference on<br>HIV Science.

Other Highlights

· The EC granted marketing authorization in the European<br>Union for Verquvo (vericiguat) for the treatment of symptomatic chronic heart failure in adult patients with reduced ejection fraction<br>who are stabilized after a recent decompensation event requiring intravenous therapy. Verquvo is being jointly developed by Merck and<br>Bayer AG.
· BRIDION (sugammadex) Injection 100 mg/mL was approved by the FDA for the<br>reversal of neuromuscular blockade induced by rocuronium bromide and vecuronium bromide in pediatric patients aged 2 years and older undergoing<br>surgery.
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· The FDA has informed Merck of its decision to extend the goal date for the<br>company’s New Drug Application for gefapixant, an investigational, orally administered, selective P2X3 receptor antagonist, for<br>the treatment of refractory chronic cough or unexplained chronic cough in adults, to provide time for a full review of the submission.<br>The extended PDUFA action date is March 21, 2022.
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COVID-19 Highlights

· In April, Merck and Ridgeback Biotherapeutics LP announced top-line data<br>from the Phase 2 portion of the Phase 2/3 trials studying molnupiravir (MK-4482), which showed that<br>it inhibits the replication of multiple RNA viruses including SARS-CoV-2, the causative agent of COVID-19. Data were presented<br>at ECCMID in July. Molnupiravir is now being evaluated in a Phase 3 clinical trial, the MOVe-OUT study, for the treatment of non-hospitalized<br>patients with laboratory-confirmed COVID-19 and at least one risk factor associated with poor disease outcomes.
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· In April, Merck announced that the company entered into non-exclusive voluntary<br>licensing agreements for molnupiravir with established Indian generic manufacturers. Merck entered into these agreements to accelerate<br>availability of molnupiravir in India and in other low- and middle-income countries following approvals or emergency authorization by<br>local regulatory agencies.
· In June, Merck announced it entered into a procurement agreement with the<br>United States government for molnupiravir.
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Second-Quarter Revenue Performance

The following table reflects sales of the company’s top pharmaceutical products, as well as sales of Animal Health products.

$ in millions Second Quarter
2021 2020 Change Change Ex-<br><br>Exchange
Total Sales $ 11,402 $ 9,353 22 % 19 %
Pharmaceutical 9,980 8,178 22 % 18 %
KEYTRUDA 4,176 3,388 23 % 20 %
JANUVIA / JANUMET 1,261 1,344 -6 % -10 %
GARDASIL / GARDASIL 9 1,234 656 88 % 78 %
PROQUAD, M-M-R II and VARIVAX 516 378 36 % 35 %
BRIDION 387 224 72 % 67 %
Lynparza* 248 178 39 % 34 %
ROTATEQ 208 168 23 % 19 %
SIMPONI 202 191 5 % -3 %
ISENTRESS / ISENTRESS HD 192 196 -2 % -5 %
Lenvima* 181 151 19 % 15 %
Animal Health 1,472 1,101 34 % 27 %
Livestock 820 647 27 % 20 %
Companion Animals 651 453 44 % 38 %
Other Revenues** (50 ) 74 -167 % -1 %

*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 third-party manufacturing sales and miscellaneous corporate revenues, including revenue-hedging activities. The revenue-hedging activities resulted in negative revenue in the second quarter of 2021.

Pharmaceutical Revenue

Second-quarter pharmaceutical sales increased 22% to $10.0 billion. Excluding the favorable effect of foreign exchange, sales grew by 18%, reflecting ongoing recovery from the COVID-19 pandemic and strong underlying demand. The COVID-19 pandemic unfavorably affected sales in the second quarter of 2021 but to a lesser extent than in the second quarter of 2020. The estimated net favorable benefit of the ongoing COVID-19 pandemic recovery to year-over-year sales growth was approximately $900 million.

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Growth in oncology was largely driven by higher sales of KEYTRUDA, which rose 23% to $4.2 billion in the quarter. Global sales growth of KEYTRUDA reflects continued strong momentum from the non-small-cell lung cancer indications as well as continued uptake in other indications, including adjuvant melanoma, RCC, bladder, head and neck squamous cell carcinoma and MSI-H cancers. Also contributing to higher sales in oncology was a 39% rise in Lynparza alliance revenue, reflecting continued uptake in approved indications in the United States, Europe and China, as well as a 19% increase in Lenvima alliance revenue, driven primarily by higher demand in China.

Growth in vaccines for the second quarter was primarily driven by higher combined sales of GARDASIL [Human Papillomavirus Quadrivalent (Types 6, 11, 16 and 18) Vaccine, Recombinant] and GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant). Second-quarter 2021 GARDASIL/GARDASIL 9 sales rebounded to $1.2 billion, growing 88%, primarily due to the ongoing COVID-19 pandemic recovery and strong underlying demand in the United States, as well as continued market uptake in certain ex-U.S. markets, including China, which also benefitted from increased supply.

Combined sales of pediatric vaccines VARIVAX (Varicella Virus Vaccine Live), a vaccine to help prevent chickenpox; PROQUAD (Measles, Mumps, Rubella and Varicella Virus Vaccine Live), a combination vaccine to help protect against measles, mumps, rubella and varicella; and M-M-R II (Measles, Mumps and Rubella Virus Vaccine Live), a vaccine to help prevent measles, mumps and rubella, for second-quarter 2021 rose 36% to $516 million driven primarily by the ongoing market recovery from the COVID-19 pandemic in the United States.

Growth in hospital acute care reflects higher demand globally for BRIDION (sugammadex) Injection 100 mg/mL, a medicine for the reversal of neuromuscular blockade induced by rocuronium bromide or vecuronium bromide in adults and pediatric patients aged 2 years and older undergoing surgery, which rose 72% to $387 million attributable in part to the ongoing COVID-19 pandemic recovery; and the continued uptake of PREVYMIS (letermovir), a medicine for prophylaxis (prevention) of cytomegalovirus (CMV) infection and disease in adult CMV-seropositive recipients of an allogeneic hematopoietic stem cell transplant. Growth in hospital acute care was partially offset by the suspension of sales of ZERBAXA (ceftolozane and tazobactam) for injection, a combination cephalosporin antibacterial and beta-lactamase inhibitor for the treatment of adults with certain bacterial infections, following a product recall in the fourth quarter of 2020.

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Sales of JANUVIA (sitagliptin) and JANUMET (sitagliptin and metformin HCI) decreased 6% in the quarter to $1.3 billion reflecting continued pricing pressure in the United States, partially offset by higher demand in certain international markets.

Animal Health Revenue

Animal Health sales totaled $1.5 billion for the second quarter of 2021, an increase of 34% compared with the second quarter of 2020. Excluding the favorable effect from foreign exchange, Animal Health sales grew 27%. Sales growth reflects higher demand globally for companion animal products, driven by companion animal vaccines, as well as growth in parasiticide lines of products, including BRAVECTO (fluralaner). Sales growth in livestock products reflects higher demand for ruminant, swine and poultry products, as well as higher demand globally for Animal Health Intelligence products. The COVID-19 pandemic unfavorably affected Animal Health sales by approximately $100 million in the second quarter of 2020 but had no impact in the second quarter of 2021.

Second-Quarter Expense, EPS and Related Information

The tables below present 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 Certain <br> Other<br> Items Non- GAAP^2^
Second-Quarter 2021
Cost of sales $ 3,104 $ 345 $ 38 $ - $ 37 $ 2,684
Selling, general and administrative 2,281 25 2 - - 2,254
Research and development 4,321 16 6 - 1,765 2,534
Restructuring costs 82 - 82 - - -
Other (income) expense, net (103 ) 117 - (258 ) - 38
Second-Quarter 2020
Cost of sales $ 2,747 $ 580 $ 25 $ - $ - $ 2,142
Selling, general and administrative 2,085 44 11 - - 2,030
Research and development 2,085 (63 ) 31 - - 2,117
Restructuring costs 82 - 82 - - -
Other (income) expense, net (387 ) 63 - (511 ) (16 ) 77
^3^ Includes expenses for the amortization of intangible assets<br>and purchase accounting adjustments to inventories recognized as a result of acquisitions, intangible asset impairment charges and expense<br>or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also includes integration,<br>transaction and certain other costs related to acquisitions and divestitures.
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GAAP Expense, EPS and Related Information

Gross margin was 72.8% for the second quarter of 2021 compared to 70.6% for the second quarter of 2020. The increase reflects lower acquisition- and divestiture-related costs and favorable product mix, partially offset by the unfavorable effects of foreign exchange, pricing pressure and higher manufacturing costs.

Selling, general and administrative expenses were $2.3 billion in the second quarter of 2021, an increase of 9% compared to the second quarter of 2020. The increase primarily reflects higher promotion and administrative costs, as well as the unfavorable effects of foreign exchange.

Research and development expenses were $4.3 billion in the second quarter of 2021 compared with $2.1 billion in the second quarter of 2020. The increase was primarily driven by a $1.7 billion charge for the acquisition of Pandion, as well as higher expenses related to clinical development, and increased investment in discovery research and early drug development.

Other (income) expense, net, was $103 million of income in the second quarter of 2021 compared to $387 million of income in the second quarter of 2020, primarily reflecting lower income from investments in equity securities in 2021 compared with 2020.

The effective income tax rate of 29.3% for the second quarter of 2021 reflects no tax benefit recognized on the Pandion acquisition charge.

GAAP EPS was $0.48 for the second quarter of 2021 compared with $0.92 for the second quarter of 2020.

Non-GAAP Expense, EPS and Related Information

Non-GAAP gross margin was 76.5% for the second quarter of 2021 compared to 77.1% for the second quarter of 2020. The decrease in non-GAAP gross margin reflects the unfavorable effects of foreign exchange, pricing pressure and higher manufacturing costs, partially offset by favorable product mix.

Non-GAAP selling, general and administrative expenses were $2.3 billion in the second quarter of 2021, an increase of 11% compared to the second quarter of 2020. The increase primarily reflects higher promotion and administrative costs, as well as the unfavorable effects of foreign exchange.

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Non-GAAP R&D expenses were $2.5 billion in the second quarter of 2021, a 20% increase compared to the second quarter of 2020. The increase primarily reflects higher expenses related to clinical development, as well as increased investment in discovery research and early drug development.

Non-GAAP other (income) expense, net, was $38 million of expense in the second quarter of 2021 compared to $77 million of expense in the second quarter of 2020.

The non-GAAP effective income tax rate was 14.6% for the second quarter of 2021.

Non-GAAP EPS was $1.31 for the second quarter of 2021 compared with $1.02 for the second quarter of 2020.

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

$ in millions, except EPS amounts Second Quarter
2021 2020
EPS
GAAP EPS $ 0.48 $ 0.92
Difference 0.83 0.10
Non-GAAP EPS that excludes items listed below^2^ $ 1.31 $ 1.02
Net Income
GAAP net income^1^ $ 1,213 $ 2,341
Difference 2,108 245
Non-GAAP net income that excludes items listed below^1,2^ $ 3,321 $ 2,586
Decrease (Increase) in Net Income Due to Excluded Items:
Acquisition- and divestiture-related costs^3^ $ 503 $ 624
Restructuring costs 128 149
(Income) loss from investments in equity securities (258 ) (511 )
Charge for the acquisition of Pandion 1,704 -
Charge for the discontinuation of COVID-19 development programs 37 -
Other 61 (16 )
Net decrease (increase) in income before taxes 2,175 246
Income<br>tax (benefit) expense^4^ (67 ) (1 )
Decrease (increase) in net income $ 2,108 $ 245

Financial Outlook

Merck continues to experience strong global underlying demand across its business. Consequently, at mid-July 2021 exchange rates, Merck now expects sales growth of 12% to 14% in 2021 with full-year 2021 revenue estimated to be between $46.4 billion and $47.4 billion, including a positive impact from foreign exchange of less than 2%.

^4^  Includes the estimated tax impact on the reconciling items. In addition, the amount for full-year 2021 includes a $207 million net tax benefit related to the settlement of certain federal income tax matters.

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Merck continues to believe that global health systems and patients have largely adapted to the impacts of COVID-19 disease, and that while certain negative effects will persist, the trend will continue to improve. Merck now estimates that the pandemic will have a net unfavorable impact to 2021 revenues of less than 3%, all of which relates to the pharmaceutical segment.

Merck expects full-year 2021 GAAP EPS to be between $4.24 and $4.34.

Merck expects full-year 2021 non-GAAP EPS to be between $5.47 and $5.57, including a positive impact from foreign exchange of approximately 2%. The non-GAAP range excludes acquisition- and divestiture-related costs, costs related to restructuring programs, income and losses from investments in equity securities and certain other items.

For full-year 2021, Merck continues to expect the pandemic will have a negligible impact on operating expenses, as spending on the development of its COVID-19 antiviral program is expected to offset the favorable impact of lower spending in other areas due to the COVID-19 pandemic.

Neither the sales nor the EPS guidance ranges provided above include the impact of the potential launch of Merck’s COVID-19 antiviral drug candidate, molnupiravir.

The following table summarizes the company’s full-year 2021 financial guidance.

GAAP Non-GAAP^2^
Revenue $46.4 to $47.4 billion $46.4 to $47.4 billion*
Operating expenses Lower than 2020 by a mid-single digit rate Higher than 2020 by a high-single digit rate
Effective tax rate 14.5% to 15.5% 14.5% to 15.5%
EPS** $4.24 to $4.34 $5.47 to $5.57

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

**EPS guidance for 2021 assumes a share count (assuming dilution) of approximately 2.53 billion shares.

A reconciliation of anticipated 2021 GAAP EPS to non-GAAP EPS and the items excluded from non-GAAP EPS are provided in the table below.

$ in millions, except EPS amounts Full-Year 2021
GAAP EPS 4.24 to 4.34
Difference 1.23
Non-GAAP EPS that excludes items listed below^2^ 5.47 to 5.57
Acquisition- and divestiture-related costs 2,100
Restructuring costs 700
(Income) loss from investments in equity securities (1,200
Charge for the discontinuation of COVID-19 development programs 225
Charge for the acquisition of Pandion 1,704
Other 61
Net decrease (increase) in income before taxes 3,590
Income tax (benefit) expense^4^ (475
Decrease (increase) in net income 3,115

All values are in US Dollars.

Page 12

Earnings Conference Call

Investors, journalists and the general public may access a live audio webcast of the call today at 8:00 a.m. EDT on Merck’s website at https://investors.merck.com/events-and-presentations/default.aspx. Institutional investors and analysts can participate in the call by dialing (833) 353-0277 or (469) 886-1947 and using ID code number 5951886. Members of the media are invited to monitor the call by dialing (833) 353-0277 or (469) 886-1947 and using ID code number 5951886. Journalists who wish to ask questions are requested to contact a member of Merck’s Media Relations team at the conclusion of the call.

About Merck

For 130 years, Merck, known as MSD outside of the United States and Canada, has been inventing for life, bringing forward medicines and vaccines for many of the world’s most challenging diseases in pursuit of our mission to save and improve lives. We demonstrate our commitment to patients and population health by increasing access to health care through far-reaching policies, programs and partnerships. Today, Merck continues to be at the forefront of research to prevent and treat diseases that threaten people and animals – including cancer, infectious diseases such as HIV and Ebola and emerging animal diseases – as we aspire to be the premier research-intensive biopharmaceutical company in the world. For more information, visit www.merck.com and connect with us on Twitter, Facebook, Instagram, YouTube and LinkedIn.

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

This news release of Merck & Co., Inc., Kenilworth, 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 products that the products 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.

Page 13

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 the global outbreak of novel coronavirus disease (COVID-19); 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 2020 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

#

Page 14

MERCK &CO., INC.

CONSOLIDATEDSTATEMENT OF INCOME - GAAP

(AMOUNTSIN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table1

On June 2, 2021, Merck completed the spinoff of products from its women’s health, biosimilars and established brands businesses into a new, independent, publicly traded company named Organon & Co. (Organon) through a distribution of Organon’s publicly traded stock to company shareholders. The historical results of the women’s health, biosimilars and established brands businesses that were contributed to Organon in the spin-off are excluded from sales and expenses below and reflected as discontinued operations in the company’s Consolidated Statements of Income provided below.

**** GAAP **** **** **** GAAP **** **** ****
**** 2Q21 **** 2Q20 **** % Change **** June YTD 2021 **** June YTD 2020 **** % Change ****
Sales $ 11,402 $ 9,353 22 % $ 22,029 $ 19,641 12 %
Costs,<br> Expenses and Other
Cost<br> of sales 3,104 2,747 13 % 6,303 5,576 13 %
Selling,<br> general and administrative 2,281 2,085 9 % 4,468 4,276 4 %
Research<br> and development 4,321 2,085 * 6,732 4,260 58 %
Restructuring<br> costs ^(1)^ 82 82 0 % 380 152 *
Other<br> (income) expense, net (103 ) (387 ) -73 % (558 ) (325 ) 72 %
Income<br> from Continuing Operations Before Taxes 1,717 2,741 -37 % 4,704 5,702 -18 %
Income<br> Tax Provision 503 396 741 891
Net<br> Income from Continuing Operations 1,214 2,345 -48 % 3,963 4,811 -18 %
Less:<br> Net Income (Loss) Attributable to Noncontrolling Interests 1 4 5 (1 )
Net<br> Income from Continuing Operations Attributable to Merck & Co., Inc. $ 1,213 $ 2,341 -48 % $ 3,958 $ 4,812 -18 %
Income<br> from Discontinued Operations, Net of Taxes and Amounts  Attributable to Noncontrolling Interests $ 332 $ 661 -50 % $ 766 $ 1,409 -46 %
Net<br> Income Attributable to Merck & Co., Inc. $ 1,545 $ 3,002 -49 % $ 4,724 $ 6,221 -24 %
Basic<br> Earnings per Common Share Attributable to Merck & Co., Inc. Common Shareholders:
Income<br> from Continuing Operations $ 0.48 $ 0.93 -48 % $ 1.56 $ 1.90 -18 %
Income<br> from Discontinued Operations $ 0.13 $ 0.26 -50 % $ 0.30 $ 0.56 -46 %
Net<br> Income $ 0.61 $ 1.19 -49 % $ 1.87 $ 2.46 -24 %
Earnings<br> per Common Share Assuming Dilution Attributable to Merck & Co., Inc. Common Shareholders:
Income<br> from Continuing Operations $ 0.48 $ 0.92 -48 % $ 1.56 $ 1.89 -17 %
Income<br> from Discontinued Operations $ 0.13 $ 0.26 -50 % $ 0.30 $ 0.55 -45 %
Net<br> Income $ 0.61 $ 1.18 -48 % $ 1.86 $ 2.45 -24 %
Average<br> Shares Outstanding 2,533 2,527 2,532 2,531
Average<br> Shares Outstanding Assuming Dilution 2,540 2,536 2,540 2,542
Tax<br> Rate from Continuing Operations ^(2)^ 29.3 % 14.4 % 15.8 % 15.6 %

* 100% or greater

^(1)^^^Represents separation and other related costs associated with restructuring activities under the company's formal restructuring programs.

^(2)^^^The effective income tax rates for the second quarter and first six months of 2021 reflect the unfavorable impact of a charge for the acquisition of Pandion Therapeutics, Inc. for which no tax benefit was recognized.  Additionally, the effective income tax rate for the first six months of 2021 reflects a net tax benefit of $207 million related to the settlement of certain federal income tax matters.

MERCK &CO., INC.

SECONDQUARTER AND SIX MONTHS ENDED JUNE 30, 2021 GAAP TO NON-GAAP RECONCILIATION - CONTINUING OPERATIONS

(AMOUNTSIN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table2a

The table below reflects a reconciliation of GAAP to non-GAAP financial information on a continuing operations basis.  As Organon results are reflected within discontinued operations, they are excluded from the financial information provided below.

**** 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<br> Quarter
Cost<br> of sales $ 3,104 345 38 37 ^(3)^ 420 $ 2,684
Selling,<br> general and administrative 2,281 25 2 27 2,254
Research<br> and development 4,321 16 6 1,765 ^(4)^ 1,787 2,534
Restructuring<br> costs 82 82 82 -
Other<br> (income) expense, net (103 ) 117 (258 ) (141 ) 38
Income<br> From Continuing Operations Before Taxes 1,717 (503 ) (128 ) 258 (1,802 ) (2,175 ) 3,892
Income<br> Tax Provision (Benefit) 503 (98 )^(5)^ (15 )^(5)^ 57 ^(5)^ (11 )^(5)^ (67 ) 570
Net<br> Income from Continuing Operations 1,214 (405 ) (113 ) 201 (1,791 ) (2,108 ) 3,322
Net<br> Income from Continuing Operations Attributable to Merck & Co., Inc. 1,213 (405 ) (113 ) 201 (1,791 ) (2,108 ) 3,321
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 0.48 (0.16 ) (0.04 ) 0.08 (0.71 ) (0.83 ) $ 1.31
Tax<br> Rate 29.3 % 14.6 %
June YTD
Cost<br> of sales $ 6,303 842 65 225 ^(3)^ 1,132 $ 5,171
Selling,<br> general and administrative 4,468 35 4 39 4,429
Research<br> and development 6,732 34 13 1,765 ^(4)^ 1,812 4,920
Restructuring<br> costs 380 380 380 -
Other<br> (income) expense, net (558 ) 89 (819 ) (730 ) 172
Income<br> From Continuing Operations Before Taxes 4,704 (1,000 ) (462 ) 819 (1,990 ) (2,633 ) 7,337
Income<br> Tax Provision (Benefit) 741 (187 )^(5)^ (56 )^(5)^ 180 ^(5)^ (260 )^(5)^ (323 ) 1,064
Net<br> Income from Continuing Operations 3,963 (813 ) (406 ) 639 (1,730 ) (2,310 ) 6,273
Net<br> Income from Continuing Operations Attributable to Merck & Co., Inc. 3,958 (813 ) (406 ) 639 (1,730 ) (2,310 ) 6,268
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 1.56 (0.32 ) (0.16 ) 0.25 (0.68 ) (0.91 ) $ 2.47
Tax<br> Rate 15.8 % 14.5 %

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 this information enhances investors’ understanding of the company’s results as it permits investors to understand how management assesses performance. Management uses these 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 non-GAAP pretax income. This information 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 acquisition and divestiture-related costs.  Amounts included in research and development expenses primarily reflect expenses for the amortization of intangible assets.  Amounts included in other (income) expense, net, for the second quarter and six months period primarily reflect an increase in the estimated fair value measurement of liabilities for contingent consideration related to the termination of the Sanofi-Pasteur MSD joint venture and a loss on a forward exchange contract entered into in conjunction with the Organon spinoff.  Amount included in other (income) expense, net, for the six month period is partially offset by royalty income related to the termination of the Sanofi-Pasteur MSD joint venture.

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

^(3)^ Represents charges for the discontinuation of COVID-19 development programs.

^(4)^ Includes a $1.7 billion charge for the acquisition of Pandion Therapeutics, Inc.

^(5)^ Represent the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.  Certain other items for the six month period also includes a $207 million net tax benefit related to the settlement of certain federal income tax matters.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES - CONTINUING OPERATIONS

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3

2021 2020 2Q June YTD
1Q 2Q June<br> YTD 1Q 2Q June<br> YTD 3Q 4Q Full<br> Year Nom<br> % Ex-Exch<br> % Nom<br> % Ex-Exch<br> %
TOTAL<br> SALES ^(1)^ $ 10,627 $ 11,402 $ 22,029 $ 10,288 $ 9,353 $ 19,641 $ 10,929 $ 10,948 $ 41,518 22 19 12 10
PHARMACEUTICAL 9,238 9,980 19,218 8,905 8,178 17,083 9,714 9,813 36,610 22 18 12 9
Oncology
Keytruda 3,899 4,176 8,076 3,284 3,388 6,672 3,715 3,993 14,380 23 20 21 18
Alliance<br> Revenue – Lynparza ^(2)^ 228 248 475 145 178 323 196 206 725 39 34 47 42
Alliance<br> Revenue – Lenvima ^(2)^ 130 181 310 128 151 279 142 158 580 19 15 11 8
Vaccines<br> ^(3)^
Gardasil / Gardasil 9 917 1,234 2,151 1,097 656 1,753 1,187 998 3,938 88 78 23 17
ProQuad / M-M-R II / Varivax 449 516 965 435 378 813 576 488 1,878 36 35 19 17
Pneumovax 23 171 152 323 256 117 373 375 339 1,087 30 27 -13 -16
RotaTeq 158 208 366 222 168 391 210 196 797 23 19 -6 -8
Vaqta 34 56 90 60 28 88 51 31 170 101 96 2 -
Hospital Acute<br> Care
Bridion 340 387 727 299 224 524 320 355 1,198 72 67 39 35
Prevymis 82 93 174 60 63 123 77 80 281 47 41 42 36
Noxafil 67 66 133 94 73 168 79 82 329 -10 -14 -21 -24
Primaxin 65 60 125 51 64 115 74 62 251 -6 -14 8 -
Cancidas 57 54 111 55 43 98 50 65 213 24 17 13 8
Invanz 57 48 104 64 43 108 51 53 211 10 3 -3 -5
Zerbaxa (8 ) (1 ) (9 ) 37 32 69 43 19 130 -104 -104 -113 -113
Immunology
Simponi 214 202 416 215 191 406 209 223 838 5 -3 2 -6
Remicade 85 75 160 88 73 160 82 88 330 3 -3 - -6
Neuroscience
Belsomra 79 78 157 79 84 163 81 83 327 -7 -6 -4 -5
Virology
Isentress / Isentress HD 209 192 401 245 196 441 205 211 857 -2 -5 -9 -11
Cardiovascular
Alliance<br> Revenue - Adempas/Verquvo ^(4)^ 74 74 149 53 79 133 83 65 281 -7 13 12 23
Adempas<br> ^(5)^ 55 74 129 56 57 113 55 53 220 29 23 15 7
Diabetes<br> ^(6)^
Januvia 809 784 1,593 774 854 1,628 821 857 3,306 -8 -11 -2 -5
Janumet 486 477 962 503 490 993 506 472 1,971 -3 -8 -3 -7
Other<br> Pharmaceutical ^(7)^ 581 546 1,130 605 548 1,149 526 636 2,312 - -5 -2 -6
ANIMAL HEALTH 1,418 1,472 2,890 1,214 1,101 2,314 1,220 1,168 4,703 34 27 25 21
Livestock 819 821 1,640 739 648 1,386 758 794 2,939 27 20 18 15
Companion Animals 599 651 1,250 475 453 928 462 374 1,764 44 38 35 31
Other<br> Revenues ^(8)^ (29 ) (50 ) (79 ) 169 74 244 (5 ) (33 ) 205 -167 -1 -132 -15
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<br>costs.
^(3)^Total Vaccines sales were $1,809 million and $2,293 million in the first and second quarter of 2021, respectively, and $2,155<br> million, $1,418 million, $2,521 million and $2,163 million in the first, second, third and fourth quarters of 2020, respectively.
^(4)^Alliance Revenue represents Merck's share of profits from sales in Bayer's marketing territories, which are product sales net<br> of cost of sales and commercialization costs.
^(5)^Net product sales in Merck's marketing territories.
^(6)^Total Diabetes sales were $1,363 million and $1,330 million in the first and second quarter of 2021, respectively, and $1,353<br> million, $1,418 million, $1,405 million and $1,412 million in the first, second, third and fourth quarters of 2020, respectively.
^(7)^Includes Pharmaceutical products not individually shown above.
^(8)^Other Revenues are comprised primarily of third-party manufacturing sales and miscellaneous corporate revenues, including revenue<br>hedging activities.

Exhibit 99.2

MERCK &CO., INC.

CONSOLIDATEDSTATEMENT OF INCOME - GAAP

(AMOUNTSIN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table1a

**** 2021 **** 2020 **** % Change ****
**** 1Q **** 2Q **** June YTD **** 1Q **** 2Q **** June YTD **** 3Q **** 4Q **** Full Year **** 2Q **** June YTD ****
Sales $ 10,627 $ 11,402 $ 22,029 $ 10,288 $ 9,353 $ 19,641 $ 10,929 $ 10,948 $ 41,518 22 % 12 %
Costs,<br> Expenses and Other
Cost<br> of sales 3,199 3,104 6,303 2,829 2,747 5,576 3,013 5,029 13,618 13 % 13 %
Selling,<br> general and administrative 2,187 2,281 4,468 2,191 2,085 4,276 2,060 2,619 8,955 9 % 4 %
Research<br> and development 2,412 4,321 6,732 2,175 2,085 4,260 3,349 5,788 13,397 * 58 %
Restructuring<br> costs 297 82 380 70 82 152 113 310 575 0 % *
Other<br> (income) expense, net (455 ) (103 ) (558 ) 62 (387 ) (325 ) (312 ) (253 ) (890 ) -73 % 72 %
Income<br> (Loss) from Continuing Operations Before Taxes 2,987 1,717 4,704 2,961 2,741 5,702 2,706 (2,545 ) 5,863 -37 % -18 %
Income<br> Tax Provision 238 503 741 495 396 891 380 69 1,340
Net<br> Income (Loss) from Continuing Operations 2,749 1,214 3,963 2,466 2,345 4,811 2,326 (2,614 ) 4,523 -48 % -18 %
Less:<br> Net Income (Loss) Attributable to Noncontrolling Interests 4 1 5 (5 ) 4 (1 ) 2 3 4
Net<br> Income (Loss) from Continuing Operations Attributable to Merck & Co., Inc. 2,745 1,213 3,958 2,471 2,341 4,812 2,324 (2,617 ) 4,519 -48 % -18 %
Income<br> from Discontinued Operations, Net of Taxes and Amounts  Attributable to Noncontrolling Interests 434 332 766 748 661 1,409 617 523 2,548 -50 % -46 %
Net<br> Income (Loss) Attributable to Merck & Co., Inc. $ 3,179 $ 1,545 $ 4,724 $ 3,219 $ 3,002 $ 6,221 $ 2,941 $ (2,094 ) $ 7,067 -49 % -24 %
Basic<br> Earnings (Loss) per Common Share Attributable to Merck & Co., Inc. Common Shareholders:
Income<br> (Loss) from Continuing Operations $ 1.08 $ 0.48 $ 1.56 $ 0.98 $ 0.93 $ 1.90 $ 0.92 $ (1.03 ) $ 1.79 -48 % -18 %
Income<br> from Discontinued Operations 0.17 0.13 0.30 0.30 0.26 0.56 0.24 0.21 1.01 -50 % -46 %
Net<br> Income (Loss) $ 1.26 $ 0.61 $ 1.87 $ 1.27 $ 1.19 $ 2.46 $ 1.16 $ (0.83 ) $ 2.79 -49 % -24 %
Earnings<br> (Loss) per Common Share Assuming Dilution Attributable to Merck & Co., Inc. Common Shareholders:
Income<br> (Loss) from Continuing Operations $ 1.08 $ 0.48 $ 1.56 $ 0.97 $ 0.92 $ 1.89 $ 0.92 $ (1.03 ) $ 1.78 -48 % -17 %
Income<br> from Discontinued Operations 0.17 0.13 0.30 0.29 0.26 0.55 0.24 0.21 1.00 -50 % -45 %
Net<br> Income (Loss) $ 1.25 $ 0.61 $ 1.86 $ 1.26 $ 1.18 $ 2.45 $ 1.16 $ (0.83 ) $ 2.78 -48 % -24 %
Average<br> Shares Outstanding 2,531 2,533 2,532 2,533 2,527 2,531 2,529 2,530 2,530
Average<br> Shares Outstanding Assuming Dilution ^(1)^ 2,541 2,540 2,540 2,547 2,536 2,542 2,538 2,530 2,541
Tax<br> Rate from Continuing Operations 8.0 % 29.3 % 15.8 % 16.7 % 14.4 % 15.6 % 14.0 % -2.7 % 22.9 %

* 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 fourth quarter of 2020, 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.  Income from discontinued operations was also computed using average common shares outstanding.

MERCK & CO., INC.

SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2020 GAAP TO NON-GAAP RECONCILIATION - CONTINUING OPERATIONS

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2b

The table below reflects a reconciliation of GAAP to non-GAAP financial information on a continuing operations basis.  As Organon results are reflected within discontinued operations, they are excluded from the financial information provided below.

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<br> Quarter
Cost of sales $ 2,747 580 25 605 $ 2,142
Selling, general and administrative 2,085 44 11 55 2,030
Research and development 2,085 (63 ) 31 (32 ) 2,117
Restructuring costs 82 82 82 -
Other (income) expense, net (387 ) 63 (511 ) (16 ) (464 ) 77
Income From Continuing Operations<br> Before Taxes 2,741 (624 ) (149 ) 511 16 (246 ) 2,987
Income Tax Provision (Benefit) 396 (91 )^(3)^ (27 )^(3)^ 112 ^(3)^ 5 ^(3)^ (1 ) 397
Net Income from Continuing Operations 2,345 (533 ) (122 ) 399 11 (245 ) 2,590
Net Income from Continuing Operations<br> Attributable to Merck & Co., Inc. 2,341 (533 ) (122 ) 399 11 (245 ) 2,586
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 0.92 (0.21 ) (0.05 ) 0.16 - (0.10 ) $ 1.02
Tax Rate 14.4 % 13.3 %
June YTD
Cost of sales $ 5,576 968 93 1,061 $ 4,516
Selling, general and administrative 4,276 157 22 179 4,097
Research and development 4,260 (23 ) 48 25 4,235
Restructuring costs 152 152 152 -
Other (income) expense, net (325 ) 52 (598 ) (16 ) (562 ) 237
Income From Continuing Operations<br> Before Taxes 5,702 (1,153 ) (315 ) 598 16 (854 ) 6,556
Income Tax Provision (Benefit) 891 (241 )^(3)^ (34 )^(3)^ 132 ^(3)^ 5 ^(3)^ (139 ) 1,030
Net Income from Continuing Operations 4,811 (912 ) (281 ) 466 11 (715 ) 5,526
Net Income from Continuing Operations<br> Attributable to Merck & Co., Inc. 4,812 (912 ) (281 ) 466 11 (715 ) 5,527
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 1.89 (0.36 ) (0.11 ) 0.18 0.01 (0.28 ) $ 2.17
Tax Rate 15.6 % 15.7 %

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 this information enhances investors’ understanding of the company’s results as it permits investors to understand how management assesses performance. Management uses these 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 non-GAAP pretax income. This information 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 (SG&A) expenses reflect acquisition and divestiture-related costs, including $95 million of transaction costs in the six month period related to the acquisition of Arqule, Inc.  Amounts included in research and development expenses primarily reflect a reduction in expenses related to a decrease in the estimated fair value measurement of liabilities for contingent consideration.  Amounts included in other (income) expense, net, primarily reflect costs related to increases in the estimated fair value measurement of liabilities for contingent consideration, partially offset by royalty income related to the termination of the Sanofi-Pasteur MSD joint venture.

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

^(3)^Represent 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 PRODUCT<br> SALES - CONTINUING OPERATIONS
SECOND QUARTER 2021
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 3a
Global U.S. International
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2Q 2021 2Q 2020 % Change 2Q 2021 2Q 2020 % Change 2Q 2021 2Q 2020 % Change
TOTAL SALES ^(1)^ $ 11,402 $ 9,353 22 $ 5,100 $ 4,322 18 $ 6,301 $ 5,031 25
PHARMACEUTICAL 9,980 8,178 22 4,647 3,958 17 5,333 4,220 26
Oncology
Keytruda 4,176 3,388 23 2,347 2,043 15 1,829 1,345 36
Alliance Revenue - Lynparza ^(2)^ 248 178 39 124 105 18 124 73 70
Alliance Revenue - Lenvima ^(2)^ 181 151 19 88 98 -11 93 53 74
Vaccines ^(3)^
Gardasil / Gardasil 9 1,234 656 88 454 168 170 781 488 60
ProQuad / M-M-R II / Varivax 516 378 36 386 263 47 130 115 13
Pneumovax 23 152 117 30 100 21 * 52 96 -46
RotaTeq 208 168 23 111 100 11 97 68 43
Vaqta 56 28 101 22 17 34 34 11 199
Hospital Acute Care
Bridion 387 224 72 197 107 84 190 117 62
Prevymis 93 63 47 37 28 29 56 35 61
Noxafil 66 73 -10 14 6 135 52 67 -23
Primaxin 60 64 -6 1 -90 60 63 -5
Cancidas 54 43 24 1 (2 ) -132 53 45 18
Invanz 48 43 10 (4 ) * 52 43 20
Zerbaxa (1 ) 32 -104 (2 ) 17 -111 1 15 -96
Immunology
Simponi 202 191 5 202 191 5
Remicade 75 73 3 75 73 3
Neuroscience
Belsomra 78 84 -7 14 22 -36 63 61 4
Virology
Isentress / Isentress HD 192 196 -2 74 76 -3 118 120 -2
Cardiovascular
Alliance Revenue - Adempas/Verquvo ^(4)^ 74 79 -7 81 73 10 (7 ) 6 *
Adempas ^(5)^ 74 57 29 74 57 29
Diabetes ^(6)^
Januvia 784 854 -8 284 413 -31 500 441 13
Janumet 477 490 -3 74 143 -48 403 348 16
Other Pharmaceutical ^(7)^ 546 548 245 259 -5 301 289 4
ANIMAL HEALTH 1,472 1,101 34 459 342 34 1,012 759 33
Livestock 821 648 27 161 122 32 659 526 25
Companion Animals 651 453 44 298 220 36 353 233 51
Other Revenues ^(8)^ (50 ) 74 -167 (6 ) 22 -127 (44 ) 52 -184

* 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)^Total Vaccines sales were $2,293 million in the second quarter of 2021 and $1,418 million in the second quarter of 2020.

^(4)^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.

^(5)^Net product sales in Merck's marketing territories.

^(6)^Total Diabetes sales were $1,330 million in the second quarter of 2021 and $1,418 million in the second quarter of 2020.

^(7)^Includes Pharmaceutical products not individually shown above.

^(8)^Other Revenues are comprised primarily of third-party manufacturing sales and miscellaneous corporate revenues, including revenue hedging activities.

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES - CONTINUING OPERATIONS

JUNE YEAR-TO-DATE 2021

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3b

Global U.S. International
June YTD<br><br> 2021 June YTD<br><br> 2020 % Change June YTD<br><br> 2021 June YTD 2020 % Change June YTD<br><br> 2021 June YTD<br><br> 2020 % Change
TOTAL SALES ^(1)^ $ 22,029 $ 19,641 12 $ 9,890 $ 9,053 9 $ 12,139 $ 10,588 15
PHARMACEUTICAL 19,218 17,083 12 8,941 8,266 8 10,277 8,818 17
Oncology
Keytruda 8,076 6,672 21 4,528 3,949 15 3,548 2,722 30
Alliance Revenue - Lynparza ^(2)^ 475 323 47 242 190 28 233 133 75
Alliance Revenue - Lenvima ^(2)^ 310 279 11 173 188 -8 137 91 50
Vaccines ^(3)^
Gardasil / Gardasil 9 2,151 1,753 23 766 629 22 1,385 1,124 23
ProQuad / M-M-R II / Varivax 965 813 19 718 596 20 246 217 13
Pneumovax 23 323 373 -13 173 203 -15 150 170 -12
RotaTeq 366 391 -6 229 241 -5 137 150 -8
Vaqta 90 88 2 47 47 1 43 41 4
Hospital Acute Care
Bridion 727 524 39 364 250 46 363 274 32
Prevymis 174 123 42 72 55 31 103 68 51
Noxafil 133 168 -21 29 14 113 104 154 -32
Primaxin 125 115 8 1 -92 125 114 9
Cancidas 111 98 13 3 1 * 108 98 11
Invanz 104 108 -3 6 -94 104 102 2
Zerbaxa (9 ) 69 -113 (4 ) 37 -110 (5 ) 32 -116
Immunology
Simponi 416 406 2 416 406 2
Remicade 160 160 160 160
Neuroscience
Belsomra 157 163 -4 32 49 -34 125 114 10
Virology
Isentress / Isentress HD 401 441 -9 145 151 -4 256 290 -12
Cardiovascular
Alliance Revenue - Adempas/Verquvo ^(4)^ 149 133 12 149 122 22 11 -99
Adempas ^(5)^ 129 113 15 129 113 15
Diabetes ^(6)^
Januvia 1,593 1,628 -2 632 768 -18 961 860 12
Janumet 962 993 -3 158 256 -38 805 737 9
Other Pharmaceutical ^(7)^ 1,130 1,149 -2 485 513 -5 644 637 1
ANIMAL HEALTH 2,890 2,314 25 896 726 23 1,994 1,588 26
Livestock 1,640 1,386 18 318 284 12 1,322 1,102 20
Companion Animals 1,250 928 35 578 442 31 672 486 38
Other Revenues ^(8)^ (79 ) 244 -132 53 61 -13 (132 ) 182 -172

* 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)^Total Vaccines sales were $4,102 million and $3,574 million on a global basis for June YTD 2021 and 2020, respectively.

^(4)^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.

^(5)^Net product sales in Merck's marketing territories.

^(6)^Total Diabetes sales were $2,693 million and $2,772 million on a global basis for June YTD 2021  and 2020, respectively.

^(7)^Includes Pharmaceutical products not individually shown above.

^(8)^Other Revenues are comprised primarily of third-party manufacturing sales and miscellaneous corporate revenues, including revenue hedging activities.

MERCK & CO., INC.
PHARMACEUTICAL GEOGRAPHIC<br> SALES - CONTINUING OPERATIONS
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 3c
2021 2020 % Change
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
1Q 2Q June YTD 1Q 2Q June YTD 3Q 4Q Full Year 2Q June YTD
TOTAL PHARMACEUTICAL $ 9,238 $ 9,980 $ 19,218 $ 8,905 $ 8,178 $ 17,083 $ 9,714 $ 9,813 $ 36,610 22 12
United States 4,294 4,647 8,941 4,308 3,958 8,266 4,842 4,903 18,010 17 8
% Pharmaceutical Sales 46.5 % 46.6 % 46.5 % 48.4 % 48.4 % 48.4 % 49.8 % 50.0 % 49.2 %
Europe ^(1)^ 2,276 2,404 4,680 2,116 1,855 3,971 2,171 2,314 8,455 30 18
% Pharmaceutical Sales 24.6 % 24.1 % 24.4 % 23.8 % 22.7 % 23.2 % 22.3 % 23.6 % 23.1 %
China 688 944 1,632 628 600 1,228 764 670 2,661 57 33
% Pharmaceutical Sales 7.4 % 9.5 % 8.5 % 7.1 % 7.3 % 7.2 % 7.9 % 6.8 % 7.3 %
Japan 607 637 1,244 561 601 1,162 648 704 2,514 6 7
% Pharmaceutical Sales 6.6 % 6.4 % 6.5 % 6.3 % 7.3 % 6.8 % 6.7 % 7.2 % 6.9 %
Asia Pacific (other than China and Japan) 437 442 879 411 377 789 411 414 1,614 17 11
% Pharmaceutical Sales 4.7 % 4.4 % 4.6 % 4.6 % 4.6 % 4.6 % 4.2 % 4.2 % 4.4 %
Latin America 353 379 732 314 312 626 372 371 1,369 21 17
% Pharmaceutical Sales 3.8 % 3.8 % 3.8 % 3.5 % 3.8 % 3.7 % 3.8 % 3.8 % 3.7 %
Eastern Europe/Middle East/Africa 357 318 675 353 309 659 289 251 1,199 3 2
% Pharmaceutical Sales 3.9 % 3.2 % 3.5 % 4.0 % 3.8 % 3.9 % 3.0 % 2.6 % 3.3 %
Canada 160 157 318 159 121 280 169 149 599 31 14
% Pharmaceutical Sales 1.7 % 1.6 % 1.7 % 1.8 % 1.5 % 1.6 % 1.7 % 1.5 % 1.6 %
Other 66 52 117 55 45 102 48 37 189 16 15
% Pharmaceutical Sales 0.8 % 0.4 % 0.5 % 0.5 % 0.6 % 0.6 % 0.6 % 0.3 % 0.5 %

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,<br> NET - GAAP
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 4
OTHER (INCOME)<br> EXPENSE, NET
2Q21 2Q20 June YTD<br><br>2021 June YTD<br><br>2020
--- --- --- --- --- --- --- --- --- --- --- --- ---
Interest income $ (9 ) $ (14 ) $ (20 ) $ (39 )
Interest expense 202 209 401 421
Exchange losses 114 24 155 78
Income from investments in equity securities, net ^(1)^ (280 ) (551 ) (854 ) (603 )
Net periodic defined benefit plan (credit) cost other than service cost (110 ) (80 ) (199 ) (170 )
Other, net (20 ) 25 (41 ) (12 )
Total $ (103 ) $ (387 ) $ (558 ) $ (325 )

^(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 ownership interests in investment funds are accounted for on a one quarter lag.