8-K

Merck & Co., Inc. (MRK)

8-K 2022-02-03 For: 2022-02-03
View Original
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) February 3, 2022

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
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 February 3, 2022, regarding earnings for the fourth quarter and year end 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 February 3, 2022, regarding earnings for the fourth quarter and year end of 2021
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: February 3, 2022 By: /s/ Kelly E. W. Grez
--- --- ---
Kelly E. W. Grez
---
Deputy Corporate Secretary
---

Exhibit 99.1

News Release
Media Contacts: Melissa Moody<br><br> <br>(215) 407-3536 Investor Contacts: Peter Dannenbaum<br><br> <br>(908) 740-1037
--- --- --- ---
Johanna Herrmann<br><br> <br>(617) 216-6029 Steven Graziano<br><br> <br>(908) 740-6582

Merck Announces Fourth-Quarter and Full-Year2021 Financial Results

· Fourth-Quarter and Full-Year Results Reflect Continued Strong Business Momentum<br>and Operational Strength
· Fourth-Quarter 2021 Worldwide Sales From Continuing Operations Were $13.5<br>Billion, an Increase of 24% From Fourth-Quarter 2020; Excluding the Impact From Foreign Exchange, Sales Grew 23%; Includes $952 Million<br>of Molnupiravir Sales
--- ---
· Fourth-Quarter 2021 GAAP EPS From Continuing Operations was $1.51; Fourth-Quarter<br>2021 Non-GAAP EPS was $1.80
--- ---
· Full-Year 2021 Worldwide Sales From Continuing Operations Were $48.7 Billion,<br>an Increase of 17% From Full-Year 2020; Excluding the Impact From Foreign Exchange, Sales Grew 16%; Includes $952 Million of Molnupiravir<br>Sales
--- ---
o KEYTRUDA Sales Grew 20% to $17.2 Billion; Excluding the Impact From Foreign Exchange, Sales Grew 18%
--- ---
o GARDASIL/GARDASIL 9 Sales Grew 44% to $5.7 Billion; Excluding the Impact From Foreign Exchange, Sales Grew 39%
--- ---
o Animal Health Sales Grew 18% to $5.6 Billion; Excluding the Impact From Foreign Exchange, Sales Grew 16%
--- ---
· Full-Year 2021 GAAP EPS From Continuing Operations was $4.86; Full-Year 2021<br>Non-GAAP EPS was $6.02
--- ---
· Grew Innovative Product Pipeline With Key Acquisitions, While Securing Multiple<br>Regulatory Approvals and Announcing Positive Data in Growth Pillars
--- ---
· 2022 Financial Outlook
--- ---
o Anticipates Full-Year 2022 Worldwide Sales to be Between $56.1 Billion and $57.6 Billion
--- ---
o Expects Full-Year 2022 GAAP EPS to be Between $5.76 and $5.91; Expects Non-GAAP EPS to be Between $7.12 and $7.27
--- ---

KENILWORTH, N.J., Feb. 3, 2022 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for the fourth quarter and full year of 2021.

1

“Our business achieved strong revenue and earnings growth this quarter and for the full year. Throughout 2021, we invested in the discovery, development, production and commercialization of medicines and vaccines, furthering the sustainability of our business,” said chief executive officer and president, Robert M. Davis. “We enter 2022 with strong momentum and are moving with speed to bring forward innovations that address critical unmet needs and contribute to global health. This remains at the core of our strategy, and why we are focused on benefitting the patients we serve, and in turn creating long-term value for our shareholders.”

Financial Summary – Continuing Operations

Financial information presented in this release reflects Merck’s results on a continuing operations basis, which excludes Organon & Co. that was spun-off on June 2, 2021.

Fourth<br> Quarter Year<br> Ended
$<br> in millions, except EPS amounts 2021 2020 Change Change<br> Ex-<br><br>Exchange Dec. 31,<br> <br><br>2021 Dec. 31,<br> <br><br>2020 Change Change<br> Ex-<br><br>Exchange
Sales $ 13,521 $ 10,948 24 % 23 % $ 48,704 $ 41,518 17 % 16 %
GAAP<br> net income (loss)^1^ 3,820 (2,617 ) ** ** 12,345 4,519 ** **
Non-GAAP<br> net income that excludes certain items^1,2*^ 4,575 2,492 84 % 81 % 15,282 11,506 33 % 31 %
GAAP<br> EPS 1.51 (1.03 ) ** ** 4.86 1.78 ** **
Non-GAAP<br> EPS that excludes certain items^2*^ 1.80 0.98 84 % 82 % 6.02 4.53 33 % 32 %

*Refer to table on page 14.

**>100%

GAAP (generally accepted accounting principles) earnings per share assuming dilution (EPS) was $1.51 for the fourth quarter and $4.86 for the full year of 2021. Non-GAAP EPS was $1.80 for the fourth quarter and $6.02 for the full year of 2021. GAAP and Non-GAAP EPS for the fourth quarter and full year of 2021 reflect strong underlying business performance, as well as the favorable impacts of molnupiravir and effective tax rates. Non-GAAP EPS excludes acquisition- and divestiture-related costs, restructuring costs, income and losses from investments in equity securities and certain other items. Refer to the GAAP to non-GAAP reconciliation table on page 14 for further details.

^1^ Net income (loss) from continuing operations attributable to Merck & Co., Inc.

^2^ Merck is providing certain 2021 and 2020 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 and 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. For a description of the non-GAAP adjustments, see Table 2a attached to this release.

2

Maintaining Positive Business Momentum from a Position of Strength

Merck achieved significant and meaningful progress against its strategic priorities in 2021, culminating in strong operational performance in the fourth quarter. The company advanced its broad pipeline, closed the acquisition of Acceleron Pharma Inc. (Acceleron) and delivered initial shipments of molnupiravir, an investigational oral antiviral COVID-19 treatment. At the same time, Merck reported very strong commercial results across all of its key performance drivers, including KEYTRUDA (pembrolizumab), GARDASIL [Human Papillomavirus Quadrivalent (Types 6,11,16 and 18) Vaccine, Recombinant], GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant) and Animal Health.

Molnupiravir Highlights

Merck and Ridgeback Biotherapeutics (Ridgeback) are advancing molnupiravir, an investigational oral antiviral COVID-19 treatment. Molnupiravir has received many authorizations or approvals worldwide to-date, with additional applications under review. Within the next few days, Merck will have shipped more than 4 million courses of therapy to more than 25 countries, including approximately 3 million courses to the U.S. Government as part of its procurement agreement. Additionally, Merck and Ridgeback are engaged in numerous efforts to accelerate broad, equitable access globally, including a recent agreement on the allocation of up to 3 million courses of therapy to the United Nations Children’s Fund (UNICEF) for use in adults.

· Merck and Ridgeback announced the following regulatory milestones:
o U.S. Food and Drug Administration (FDA) Emergency Use Authorization (EUA) to treat mild to moderate COVID-19 in adults with positive<br>results of direct SARS-CoV-2 viral testing, and who are at high risk for progression to severe COVID-19, including hospitalization or<br>death, and for whom alternative COVID-19 treatment options authorized by the FDA are not accessible or clinically appropriate.
--- ---
o Japan’s Ministry of Health, Labor and Welfare (MHLW) Special Approval for Emergency for molnupiravir for infectious disease<br>caused by SARS-CoV-2.
--- ---
o U.K. Medicines and Healthcare products Regulatory Agency authorization for molnupiravir for the treatment of mild to moderate COVID-19<br>in adults with a positive SARS-CoV-2 diagnostic test and who have at least one risk factor for developing severe illness.
--- ---
· Merck and Ridgeback announced data from six preclinical studies from multiple<br>independent laboratories demonstrating that molnupiravir was active against the SARS-CoV-2 variant, Omicron (B1.1.529) in in vitrosettings.
--- ---
3
· Merck and Ridgeback announced the signing of a long-term supply agreement<br>with UNICEF to facilitate broad global access for molnupiravir. Under the agreement, Merck will allocate up to 3 million courses of molnupiravir<br>to UNICEF throughout the first half of 2022 for distribution in more than 100 low- and middle-income countries (LMICs) following regulatory<br>authorizations. This announcement is another example of Merck’s commitment to providing timely access to molnupiravir globally,<br>in addition to granting voluntary licenses to generic manufacturers and to the Medicines Patent Pool to make generic molnupiravir available<br>in more than 100 LMICs.
· Merck and Ridgeback announced new and amended supply agreements for molnupiravir<br>with several countries, including Japan, the U.K. and the U.S.
--- ---
· Merck and Ridgeback announced the New England Journal of Medicine<br>published findings from the Phase 3 MOVe-OUT trial evaluating molnupiravir in non-hospitalized high risk adults with mild to moderate<br>COVID-19. The publication highlighted findings from the planned interim analysis as well as findings from all randomized patients demonstrating<br>that early treatment with molnupiravir significantly reduced the risk of hospitalization or death in high risk, unvaccinated adults with<br>COVID-19.
--- ---

Cardiovascular Program Highlights

· Merck announced the successful completion of its acquisition of Acceleron.<br>The acquisition complements and strengthens Merck’s cardiovascular pipeline with Acceleron’s lead therapeutic candidate, sotatercept,<br>a potentially first-in-class therapy for the treatment of pulmonary arterial hypertension (PAH). Sotatercept is in Phase 3 trials as an<br>add-on to current standard of care for the treatment of PAH.
· Merck presented results from two early Phase 1 clinical studies evaluating<br>its investigational oral PCSK9 inhibitor (MK-0616) at the American Heart Association Scientific Sessions 2021. The studies evaluated the<br>safety and efficacy of this candidate being studied for cholesterol-lowering and measured reduction of high levels of LDL cholesterol.<br>Merck plans to progress MK-0616 to Phase 2 in 2022.
--- ---
· Merck announced the initiation of VICTOR (VerICiguaT in adults with<br>ChrOnic heart failure and Reduced ejection fraction), a pivotal Phase 3 randomized, placebo-controlled cardiovascular clinical trial<br>of Verquvo (vericiguat) in patients with chronic heart failure and reduced ejection fraction of 40% or less who have not had a recent<br>worsening heart failure event.
--- ---
4

Oncology Program Highlights

Merck continued to advance development programs across its oncology portfolio, anticipating more than 90 potential new indications by 2028, including notable progress for KEYTRUDA, the company’s anti-PD-1 therapy; Lynparza (olaparib), a PARP inhibitor being co-developed and co-commercialized with AstraZeneca; Lenvima (lenvatinib mesylate), an orally available tyrosine kinase inhibitor being co-developed and co-commercialized with Eisai Co., Ltd. (Eisai); and WELIREG (belzutifan), an oral hypoxia-inducible factor-2 alpha inhibitor (HIF-2α).

· Merck announced the following regulatory milestones for KEYTRUDA:
o FDA approval and European Commission (EC) approval of KEYTRUDA for the adjuvant treatment of certain patients<br>with renal cell carcinoma (RCC) following nephrectomy, or following nephrectomy and resection of metastatic lesions, based on data from<br>the Phase 3 KEYNOTE-564 trial.
--- ---
o FDA approval of KEYTRUDA for the adjuvant treatment of adult and pediatric (12 years and older) patients with stage IIB or IIC melanoma<br>following complete resection, based on data from the Phase 3 KEYNOTE-716 trial.
--- ---
o Japan’s MHLW approval of KEYTRUDA in combination with chemotherapy for the first-line treatment of patients with radically unresectable,<br>advanced or recurrent esophageal carcinoma, based on data from the Phase 3 KEYNOTE-590 trial.
--- ---
· Merck announced topline results and study updates for KEYTRUDA:
--- ---
o Positive topline results for the Phase 3 KEYNOTE-091 trial (EORTC-1416-LCG/ETOP-8-15 – PEARLS) that showed KEYTRUDA met one<br>of its dual primary endpoints of disease-free survival (DFS) in the all-comer population of patients with stage IB-IIIA non-small cell<br>lung cancer (NSCLC) for the adjuvant treatment of patients following surgical resection regardless of PD-L1 expression. At the interim<br>analysis, there was also an improvement in DFS for patients whose tumors express PD-L1 (tumor proportion score ≥50%) treated with KEYTRUDA<br>compared to placebo; however, this dual primary endpoint did not meet statistical significance per the pre-specified statistical plan.
--- ---
o Merck presented exploratory 7-year follow-up data from KEYNOTE-006, the pivotal trial that supported the indication for KEYTRUDA in<br>advanced melanoma, and updated findings from the KEYNOTE-716 trial that is evaluating KEYTRUDA as an adjuvant treatment for patients with<br>resected stage IIB or IIC melanoma at the Society for Melanoma Research 2021 Congress.
--- ---
5
· Merck and Eisai announced the following regulatory milestones for Lenvima:
o EC approval and Japan’s MHLW approval of KEYTRUDA plus Lenvima for the treatment of certain types<br>of advanced endometrial carcinoma, based on results from the Phase 3 KEYNOTE-775/Study 309 trial. In Europe, KEYTRUDA plus Lenvima is<br>approved for the treatment of advanced or recurrent endometrial carcinoma in adults who have disease progression on or following<br>prior treatment with a platinum-containing therapy in any setting and who are not candidates for curative surgery or radiation. <br>In Japan, this combination is approved for the treatment of patients with unresectable, advanced or recurrent endometrial carcinoma that<br>progressed after cancer chemotherapy.
--- ---
o EC approval of the combination of KEYTRUDA plus Lenvima for the first-line treatment of adult patients<br>with advanced RCC, based on results from the Phase 3 CLEAR study (KEYNOTE-581/Study 307).
--- ---
· Merck and AstraZeneca announced filing acceptance and priority review for<br>a supplemental New Drug Application (sNDA) for Lynparza for the adjuvant treatment of certain patients with BRCA-mutated, HER2-negative<br>high-risk early breast cancer, who have already been treated with chemotherapy either before or after surgery based on the Phase 3 OlympiA<br>trial. The Prescription Drug User Fee Act (PDUFA) date is during the first quarter of 2022.
--- ---

Vaccines Highlights

· Merck announced that the EC approved VAXNEUVANCE (Pneumococcal 15-valent<br>Conjugate Vaccine) for active immunization for the prevention of invasive disease and pneumonia caused by Streptococcus pneumoniaein individuals 18 years of age or older.
· Merck announced that the FDA accepted for priority review a supplemental<br>Biologics License Application for VAXNEUVANCE for the prevention of invasive pneumococcal disease in children 6 weeks through 17 years<br>of age. The FDA set a PDUFA date of April 1, 2022.
--- ---
6

Other Updates

· Merck announced that the FDA placed full or partial clinical holds on the<br>investigational new drug applications for the oral and implant formulations of islatravir (MK-8591) for HIV-1 pre-exposure prophylaxis;<br>the injectable formulation of islatravir for HIV-1 treatment and prophylaxis; and the oral doravirine/islatravir HIV-1 once-daily treatment.<br>The FDA’s clinical holds are based on observations of decreases in total lymphocyte and CD4+ T-cell counts in some participants<br>receiving islatravir in clinical studies. Merck has stopped dosing in the Phase 2 IMAGINE-DR clinical trial of islatravir in combination<br>with MK-8507 (MK-8591-013) and paused enrollment in the once-monthly Phase 3 PrEP studies, (MK-8591-022 and MK-8591-024) (see announcements here and here).
· As a result of the holds discussed above, Merck and Gilead announced a temporary<br>pause in enrollment for the Phase 2 clinical study evaluating an investigational once-weekly oral combination treatment regimen of islatravir<br>and lenacapavir in people living with HIV who are virologically suppressed on antiretroviral therapy.
--- ---
· Merck announced that the FDA issued a Complete Response Letter regarding<br>gefapixant, which is under development for the treatment of refractory chronic cough or unexplained chronic cough in adults. Additionally,<br>Japan’s MHLW approved gefapixant for adults with refractory or unexplained chronic cough.
--- ---
· Merck received FDA approval for the sNDAs for PIFELTRO (doravirine) and DELSTRIGO<br>(doravirine/lamivudine/tenofovir disoproxil fumarate) last month, based on the results of the IMPAACT 2014 study. The approvals expand<br>the indications for PIFELTRO and DELSTRIGO to include pediatric patients weighing more than 35kg with HIV-1 infection.
--- ---
· Merck will hold a virtual Investor Event on Wednesday, February 23,<br>2022, at which senior management will discuss details of the company’s Environmental, Social & Governance (ESG) approach<br>to create long-term value for the business and society. The company looks to strengthen its performance and progress in its four ESG priority<br>areas: Access to Health, Employees, Environmental Sustainability and Ethics & Value. Further details regarding logistics will<br>be announced at a later date.
--- ---

Fourth-Quarter and Full-Year Revenue Performance

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

7
Fourth<br> Quarter Year<br> Ended
$ in millions 2021 2020 Change Change<br> Ex-<br><br> Exchange Dec. 31,<br> <br><br> 2021 Dec. 31,<br> <br><br> 2020 Change Change<br> Ex-<br><br> Exchange
Total Sales $ 13,521 $ 10,948 24 % 23 % $ 48,704 $ 41,518 17 % 16 %
Pharmaceutical 12,039 9,813 23 % 23 % 42,754 36,610 17 % 15 %
KEYTRUDA 4,577 3,993 15 % 16 % 17,186 14,380 20 % 18 %
GARDASIL<br> / GARDASIL 9 1,528 998 53 % 50 % 5,673 3,938 44 % 39 %
JANUVIA<br> / JANUMET 1,393 1,328 5 % 6 % 5,288 5,276 0 % -2 %
PROQUAD, M-M-R II and VARIVAX 509 488 4 % 4 % 2,135 1,878 14 % 13 %
BRIDION 436 355 23 % 24 % 1,532 1,198 28 % 27 %
Lynparza** 268 206 30 % 33 % 989 725 36 % 35 %
Molnupiravir 952 0 - - 952 0 - -
PNEUMOVAX 23 292 339 -14 % -13 % 893 1,087 -18 % -19 %
SIMPONI 206 223 -8 % -6 % 825 838 -2 % -6 %
ROTATEQ 213 196 9 % 8 % 807 797 1 % 0 %
ISENTRESS / ISENTRESS HD 178 211 -15 % -15 % 769 857 -10 % -11 %
Lenvima** 206 158 30 % 31 % 704 580 21 % 20 %
Animal Health 1,261 1,168 8 % 8 % 5,568 4,703 18 % 16 %
Livestock 791 794 0 % 0 % 3,295 2,939 12 % 10 %
Companion<br> Animals 470 374 26 % 26 % 2,273 1,764 29 % 26 %
Other Revenues*** 221 (33 ) * * 382 205 86 % *

*>100%

**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. Other revenues in full-year 2021 include $185 million related to the receipt of milestone payments for an out-licensed product.

Pharmaceutical Revenue

Fourth-quarter pharmaceutical sales increased 23% to $12.0 billion reflecting sales of molnupiravir and growth in oncology, vaccines and hospital acute care products. COVID-19-related disruptions negatively affected sales in the fourth quarter of 2020, which benefited year-over-year sales growth.

Molnupiravir sales were $952 million in the fourth quarter of 2021, primarily consisting of sales in the U.S., the U.K. and Japan.

Growth in oncology was largely driven by higher sales of KEYTRUDA, which rose 15% to $4.6 billion in the quarter. Global sales growth of KEYTRUDA reflects continued strong momentum from the NSCLC indications as well as uptake in other indications, including RCC, head and neck squamous cell carcinoma, triple-negative breast cancer (TNBC) and microsatellite instability-high (MSI-H) cancers. Also contributing to higher sales in oncology was a 30% increase in Lynparza alliance revenue, primarily reflecting continued uptake in the U.S. and Europe, as well as a 30% increase in Lenvima alliance revenue driven primarily by higher demand in the U.S.

8

Growth in vaccines for the fourth quarter was primarily driven by higher combined sales of GARDASIL and GARDASIL 9, vaccines to prevent certain cancers and other diseases caused by HPV. Fourth-quarter 2021 GARDASIL/GARDASIL 9 sales grew 53% to $1.5 billion, primarily driven by strong global demand, particularly in China, which also benefited from increased supply. Fourth-quarter 2021 GARDASIL/GARDASIL 9 sales growth was partially offset by lower sales in the U.S. due to the timing of public sector purchases, as well as the replenishment in the fourth quarter of 2020 of doses that were borrowed from the U.S. Centers for Disease Control and Prevention (CDC) Pediatric Vaccine Stockpile which increased fourth-quarter 2020 sales by $120 million.

Vaccine performance was negatively affected by lower sales of PNEUMOVAX 23 (pneumococcal vaccine polyvalent), a vaccine to help prevent pneumococcal disease, which declined 14% to $292 million primarily driven by lower demand in the U.S. reflecting prioritization of COVID-19 vaccines.

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 increased 23% to $436 million due in part to increased usage of neuromuscular blockade reversal agents and BRIDION’s growing share within the class. Also contributing to growth in hospital acute care were higher sales of DIFICID (fidaxomicin), a macrolide antibacterial drug for treatment of Clostridioides difficile-associated diarrhea in adults and pediatric patients aged 6 months and older, which increased 89% to $60 million due to higher demand in the U.S.

Combined sales of JANUVIA (sitagliptin) and JANUMET (sitagliptin and metformin HCI) grew 5% to $1.4 billion reflecting a pricing benefit in the U.S. due to a favorable rebate adjustment and mix of business, as well as higher demand in certain international markets.

Full-year 2021 pharmaceutical sales increased 17% to $42.8 billion. Excluding the favorable effect of foreign exchange, sales grew 15% primarily due to higher sales in oncology, reflecting strong growth of KEYTRUDA, higher sales of vaccines, particularly GARDASIL/GARDASIL 9, sales of molnupiravir, as well as growth in hospital acute care products, including BRIDION and 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. COVID-19-related disruptions negatively affected sales in 2021, but to a lesser extent than in 2020, which benefited year-over-year sales growth. Pharmaceutical sales growth in 2021 was partially offset by lower sales of PNEUMOVAX 23 and 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 and the suspension of sales in the fourth quarter of 2020. A phased resupply of ZERBAXA was initiated in the fourth quarter of 2021, which the company expects to continue in 2022.

9

Animal Health Revenue

Animal Health sales totaled $1.3 billion for the fourth quarter of 2021, an increase of 8% compared with the fourth quarter of 2020, reflecting growth across geographies and species. Higher sales of companion animal products were primarily driven by the BRAVECTO (fluralaner) parasiticide line of products, as well as vaccines. Livestock sales in the fourth quarter of 2021 were relatively flat compared with the fourth quarter of 2020 due to an extra month of sales recorded in the fourth quarter of 2020 related to the 2019 acquisition of Antelliq Corporation (Antelliq), offset by higher demand globally for poultry and swine products.

Full-year Animal Health sales were $5.6 billion, an increase of 18%. Excluding the favorable effect from foreign exchange, Animal Health sales grew 16%. Full-year sales growth was primarily driven by companion animal products, led by the BRAVECTO line of products and vaccines. Livestock sales reflect growth across ruminant, poultry and swine products, partially offset by an additional month of sales in 2020 related to the 2019 acquisition of Antelliq.

10

Fourth-Quarter and Full-Year Expense, EPS and Related Information

The tables below present selected expense information.

in millions Acquisition- and<br><br> Divestiture- Restructuring (Income) Loss<br><br> from<br><br> Investments in Certain<br><br> Other Non-
Fourth-Quarter 2021 Related Costs^3,4^ Costs Equity Securities Items GAAP^2^
Cost of sales 3,873 $ 419 $ 47 $ - $ (4 ) $ 3,411
Selling, general and administrative 2,830 226 10 - - 2,594
Research and development 3,068 397 7 - (17 ) 2,681
Restructuring costs 174 - 174 - - -
Other (income) expense, net (333 ) (3 ) - (381 ) - 51
Fourth-Quarter 2020
Cost of sales 5,029 $ 1,986 $ 44 $ - $ 260 $ 2,739
Selling, general and administrative 2,619 42 10 - - 2,567
Research and development 5,788 16 16 - 3,161 2,595
Restructuring costs 310 - 310 - - -
Other (income) expense, net (253 ) (2 ) - (348 ) (3 ) 100

All values are in US Dollars.

in millions Acquisition- and<br><br> Divestiture- Restructuring (Income) Loss<br><br> from <br><br>Investments in Certain <br><br>Other Non-
Year Ended Dec. 31 2021 Related Costs^3,4^ Costs Equity Securities Items GAAP^2^
Cost of sales 13,626 $ 1,607 $ 160 $ - $ 221 $ 11,638
Selling, general and administrative 9,634 322 19 - - 9,293
Research and development 12,245 479 28 - 1,661 10,077
Restructuring costs 661 - 661 - - -
Other (income) expense, net (1,341 ) 76 - (1,884 ) - 467
Year Ended Dec. 31 2020
Cost of sales 13,618 $ 3,355 $ 175 $ - $ 260 $ 9,828
Selling, general and administrative 8,955 225 47 - - 8,683
Research and development 13,397 12 83 - 4,243 9,059
Restructuring costs 575 - 575 - - -
Other (income) expense, net (890 ) 50 - (1,292 ) (20 ) 372

All values are in US Dollars.

GAAP Expense, EPS and Related Information

Gross margin was 71.4% for the fourth quarter of 2021 compared to 54.1% for the fourth quarter of 2020. Gross margin was 72.0% for the full year of 2021 compared to 67.2% for the full year of 2020. The increase for both periods primarily reflects lower acquisition- and divestiture-related costs, driven in part by an impairment charge related to ZERBAXA recorded in the fourth quarter of 2020, as well as the favorable effects of product mix and lower inventory write-offs. The gross margin improvement in the fourth quarter of 2021 also reflects the favorable impact of foreign exchange and charges in the fourth quarter of 2020 related to the discontinuation of COVID-19 vaccine development programs. Partially offsetting the gross margin improvement in both periods were the impacts from molnupiravir, which has a lower gross margin due to profit sharing with Ridgeback, as well as higher manufacturing costs.

^3^ Includes expenses for the amortization of intangible assets and purchase accounting adjustments to inventories recognized as a result of acquisitions, intangible asset impairment charges, and expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also includes integration, transaction and certain other costs related to acquisitions and divestitures.

^4^ Fourth-quarter and full-year 2020 cost of sales includes a $1.6 billion impairment charge related to ZERBAXA.

11

Selling, general and administrative (SG&A) expenses were $2.8 billion in the fourth quarter of 2021, an increase of 8% compared to the fourth quarter of 2020. Full-year SG&A expenses were $9.6 billion, an increase of 8% compared to the full year of 2020. The increase in both periods was largely driven by higher acquisition- and divestiture- related costs, as well as higher administrative costs, including compensation and benefit costs, and increased promotional expenses in support of the company’s growth pillars. The increase in SG&A expenses in both periods was partially offset by a $100 million charge in the fourth quarter of 2020 for a Merck Foundation contribution. Additionally, the increase in SG&A expenses for the full year was partially offset by a favorable foreign exchange impact.

Research and development (R&D) expenses were $3.1 billion in the fourth quarter of 2021 compared with $5.8 billion in the fourth quarter of 2020. The decrease was primarily due to lower upfront payments for acquisitions and collaborations, driven in part by a $2.7 billion charge in the fourth quarter of 2020 for the acquisition of VelosBio Inc. The decrease in R&D expenses also reflects the reimbursement of a portion of molnupiravir R&D costs from Ridgeback. The decline in R&D expense was partially offset by higher compensation and benefit costs, as well as higher acquisition- and divestiture- related costs. R&D expenses were $12.2 billion for the full year of 2021 compared with $13.4 billion for the full year of 2020. The decrease was primarily driven by lower upfront payments for acquisitions and collaborations. The decline in R&D expenses for the full year was partially offset by higher clinical development spending and increased investment in discovery research and early drug development, net of the reimbursement of a portion of molnupiravir R&D costs from Ridgeback. Higher compensation and benefit costs and higher acquisition- and divestiture- related costs also partially offset the decline in R&D expenses for the full year.

Other (income) expense, net, was $333 million of income in the fourth quarter of 2021 compared to $253 million of income in the fourth quarter of 2020. Other (income) expense, net, was $1.3 billion of income in the full year of 2021 compared to $890 million of income in the full year of 2020, primarily reflecting higher income from investments in equity securities, net, largely related to higher realized and unrealized gains on certain investments, partially offset by higher foreign exchange losses and pension settlement costs.

The effective income tax rate was 2.2% for the fourth quarter of 2021 and 11.0% for the full year of 2021. The full year effective tax rate reflects a more favorable mix of income and expense than previously anticipated. The effective tax rate for the fourth quarter reflects the impact of the lower full-year rate as well as foreign tax credits.

12

Non-GAAP Expense, EPS and Related Information

Non-GAAP gross margin was 74.8% for the fourth quarter of 2021 compared to 75.0% for the fourth quarter of 2020. Non-GAAP gross margin was 76.1% for the full year of 2021 compared to 76.3% for the full year of 2020. The decrease in both periods primarily reflects the impacts from molnupiravir, which has a lower gross margin due to profit sharing with Ridgeback, and higher manufacturing costs. The gross margin declines were partially offset by the favorable effects of product mix and lower inventory write-offs. The gross margin decline in the fourth quarter was also partially offset by the favorable impact of foreign exchange.

Non-GAAP SG&A expenses were $2.6 billion in the fourth quarter of 2021, an increase of 1% compared to the fourth quarter of 2020. Non-GAAP full-year SG&A expenses were $9.3 billion, an increase of 7% compared to the full year of 2020. The increase in both periods primarily reflects higher administrative costs, including compensation and benefit costs, and increased promotional expenses in support of the company’s growth pillars, partially offset by a charge in fourth quarter of 2020 for a contribution to the Merck Foundation. The increase in non-GAAP SG&A expenses for the full year was also partially offset by a favorable foreign exchange impact.

Non-GAAP R&D expenses were $2.7 billion in the fourth quarter of 2021, a 3% increase compared to the fourth quarter of 2020. The increase primarily reflects higher compensation and benefit costs, partially offset by the reimbursement of a portion of molnupiravir R&D costs from Ridgeback. Non-GAAP R&D expenses were $10.1 billion for the full year of 2021 compared with $9.1 billion for the full year of 2020. The increase was primarily driven by higher clinical development spending and increased investment in discovery research and early drug development, net of the reimbursement of a portion of molnupiravir R&D costs from Ridgeback, as well as higher compensation and benefit costs.

Non-GAAP other (income) expense, net, was $51 million of expense in the fourth quarter of 2021 compared to $100 million of expense in the fourth quarter of 2020. Non-GAAP other (income) expense, net, was $467 million of expense in the full year of 2021 compared to $372 million of expense in the full year of 2020, primarily reflecting higher foreign exchange losses and pension settlement costs.

The non-GAAP effective income tax rate was 4.3% for the fourth quarter of 2021 and 11.2% for the full year of 2021. The full year effective tax rate reflects a more favorable mix of income and expense than previously anticipated. The effective tax rate for the fourth quarter reflects the impact of the lower full-year rate as well as foreign tax credits.

13

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

Fourth Quarter Year Ended
$ in millions, except EPS amounts 2021 2020 Dec. 31, <br><br>2021 Dec. 31, <br><br>2020
EPS
GAAP EPS $ 1.51 $ (1.03 ) $ 4.86 $ 1.78
Difference 0.29 2.01 1.16 2.75
Non-GAAP EPS that excludes items listed below^2^ $ 1.80 $ 0.98 $ 6.02 $ 4.53
Net Income
GAAP net income (loss)^1^ $ 3,820 $ (2,617 ) $ 12,345 $ 4,519
Difference 755 5,109 2,937 6,987
Non-GAAP net income that excludes items listed below^1,2^ $ 4,575 $ 2,492 $ 15,282 $ 11,506
Decrease (Increase) in Net Income Due to Excluded Items:
Acquisition- and divestiture-related costs^3^ $ 1,039 $ 2,042 $ 2,484 $ 3,642
Restructuring costs 238 380 868 880
(Income) loss from investments in equity securities (381 ) (348 ) (1,884 ) (1,292 )
Charge for the acquisition of Pandion - - 1,704 -
Charge for the discontinuation of COVID-19 development programs - 305 225 305
Charge for the acquisition of VelosBio - 2,660 (43 ) 2,660
Charge for the formation of collaborations^5^ - (6 ) - 1,076
Charge for the acquisition of OncoImmune - 462 - 462
Other (21 ) (3 ) (4 ) (20 )
Net decrease (increase) in income before taxes 875 5,492 3,350 7,713
Income tax (benefit) expense^6^ (120 ) (383 ) (413 ) (726 )
Decrease (increase) in net income $ 755 $ 5,109 $ 2,937 $ 6,987

Financial Outlook

Merck anticipates full-year 2022 revenue to be between $56.1 billion and $57.6 billion, including a negative impact from foreign exchange of approximately 2% at mid-January 2022 exchange rates.

Merck expects full-year 2022 GAAP EPS to be between $5.76 and $5.91.

Merck expects full-year 2022 non-GAAP EPS to be between $7.12 and $7.27, including a negative impact from foreign exchange of approximately 1%. The non-GAAP range excludes acquisition- and divestiture-related costs, costs related to restructuring programs as well as income and losses from investments in equity securities.

^5^ Amount for full-year 2020 includes $826 million related to collaborations with Seagen, Inc.

^6^ 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. The amount for full-year 2020 includes a tax cost of $67 million, representing an adjustment to the tax benefits recorded in conjunction with the 2015 acquisition of Cubist Pharmaceuticals, Inc.

14

This full year guidance includes expected sales of $5 billion to $6 billion from molnupiravir. Merck shares profits equally with its partner, Ridgeback, which is reflected in cost of sales.

The following table summarizes the company’s full-year 2022 financial guidance.

GAAP Non-GAAP^2^
Revenue $56.1 to $57.6 billion $56.1 to $57.6 billion*
Gross margin Approximately 68% Approximately 74%
Operating expenses Lower than 2021 by a low to mid-single digit rate Higher than 2021 by a mid to high-single digit rate
Effective tax rate 12% to 13% 13% to 14%
EPS** $5.76 to $5.91 $7.12 to $7.27

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

**EPS guidance for 2022 assumes a share count (assuming dilution) of approximately 2.53 billion shares.

A reconciliation of anticipated 2022 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 2022
GAAP EPS 5.76 to 5.91
Difference $ 1.36
Non-GAAP EPS that excludes items listed below^2^ 7.12 to 7.27
Acquisition- and divestiture-related costs $ 3,285
Restructuring costs 400
(Income) loss from investments in equity securities 485
Net decrease (increase) in income before taxes $ 4,170
Estimated income tax (benefit) expense (725
Decrease (increase) in net income $ 3,445

All values are in US Dollars.

Earnings Conference Call

Investors, journalists and the general public may access a live audio webcast of the call today at 8:00 a.m. EST on Merck’s website at https://www.merck.com/investor-relations/events-and-presentations.

Institutional investors and analysts can participate in the call by dialing (833) 353-0277 or (469) 886-1947 and using ID code number 1774118. Members of the media are invited to monitor the call by dialing (833) 353-0277 or (469) 886-1947 and using ID code number 1774118. Journalists who wish to ask questions are requested to contact a member of Merck’s Media Relations team at the conclusion of the call.

15

About Merck

For over 130 years, Merck, known as MSD outside 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 candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of 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).

16
MERCK & CO., INC.
CONSOLIDATED STATEMENT OF INCOME - GAAP
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)
(UNAUDITED)
Table 1

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
4Q21 4Q20 % Change Full Year<br><br> 2021 Full Year<br><br> 2020 % Change
Sales $ 13,521 $ 10,948 24 % $ 48,704 $ 41,518 17 %
Costs, Expenses and Other
Cost of sales 3,873 5,029 -23 % 13,626 13,618 0 %
Selling, general and administrative 2,830 2,619 8 % 9,634 8,955 8 %
Research and development 3,068 5,788 -47 % 12,245 13,397 -9 %
Restructuring costs ^(1)^ 174 310 -44 % 661 575 15 %
Other (income) expense, net (333 ) (253 ) 32 % (1,341 ) (890 ) 51 %
Income (Loss) from Continuing Operations Before Taxes 3,909 (2,545 ) * 13,879 5,863 *
Income Tax Provision 85 69 1,521 1,340
Net Income (Loss) from Continuing Operations 3,824 (2,614 ) * 12,358 4,523 *
Less: Net Income Attributable to Noncontrolling Interests 4 3 13 4
Net Income (Loss) from Continuing Operations Attributable to Merck & Co., Inc. $ 3,820 $ (2,617 ) * $ 12,345 $ 4,519 *
(Loss) Income from Discontinued Operations, Net of Taxes and Amounts  Attributable to Noncontrolling Interests $ (62 ) $ 523 * $ 704 $ 2,548 -72 %
Net Income (Loss) Attributable to Merck & Co., Inc. $ 3,758 $ (2,094 ) * $ 13,049 $ 7,067 85 %
Basic Earnings (Loss) per Common Share Attributable to Merck & Co., Inc. Common Shareholders:
Income (Loss) from Continuing Operations $ 1.51 $ (1.03 ) * $ 4.88 $ 1.79 *
(Loss) Income from Discontinued Operations $ (0.02 ) $ 0.21 * $ 0.28 $ 1.01 -72 %
Net Income (Loss) $ 1.49 $ (0.83 ) * $ 5.16 $ 2.79 85 %
Earnings (Loss) per Common Share Assuming Dilution Attributable to Merck & Co., Inc. Common Shareholders:
Income (Loss) from Continuing Operations $ 1.51 $ (1.03 ) * $ 4.86 $ 1.78 *
(Loss) Income from Discontinued Operations $ (0.02 ) $ 0.21 * $ 0.28 $ 1.00 -72 %
Net Income (Loss) $ 1.48 $ (0.83 ) * $ 5.14 $ 2.78 85 %
Average Shares Outstanding 2,527 2,530 2,530 2,530
Average Shares Outstanding Assuming Dilution ^(2)^ 2,535 2,530 2,538 2,541
Tax Rate from Continuing Operations 2.2 % -2.7 % 11.0 % 22.9 %

* 100% or greater

^(1)^Represents separation and other related costs associated with restructuring activities under the company's formal restructuring programs.
^(2)^ 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.
17
MERCK & CO., INC.
FOURTH QUARTER AND FULL YEAR 2021 GAAP TO NON-GAAP RECONCILIATION - CONTINUING OPERATIONS
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)
(UNAUDITED)
Table 2a
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)<br> Loss from<br><br> Investments in Equity<br><br> Securities Certain<br> Other Items Adjustment<br> Subtotal Non-GAAP
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Fourth<br> Quarter
Cost of sales $ 3,873 419 47 (4 ) 462 $ 3,411
Selling, general and administrative 2,830 226 10 236 2,594
Research and development 3,068 397 7 (17 ) 387 2,681
Restructuring costs 174 174 174 -
Other (income) expense, net (333 ) (3 ) (381 ) (384 ) 51
Income From Continuing Operations<br> Before Taxes 3,909 (1,039 ) (238 ) 381 21 (875 ) 4,784
Income Tax Provision (Benefit) 85 (163 )^(5)^ (39 )^(5)^ 84 ^(5)^ (2 )^(5)^ (120 ) 205
Net Income from Continuing Operations 3,824 (876 ) (199 ) 297 23 (755 ) 4,579
Net Income from Continuing Operations<br> Attributable to Merck & Co., Inc. 3,820 (876 ) (199 ) 297 23 (755 ) 4,575
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 1.51 (0.34 ) (0.08 ) 0.12 0.01 (0.29 ) $ 1.80
Tax Rate 2.2 % 4.3 %
Full<br> Year
Cost of sales $ 13,626 1,607 160 221 ^(3)^ 1,988 $ 11,638
Selling, general and administrative 9,634 322 19 341 9,293
Research and development 12,245 479 28 1,661 ^(4)^ 2,168 10,077
Restructuring costs 661 661 661 -
Other (income) expense, net (1,341 ) 76 (1,884 ) (1,808 ) 467
Income From Continuing Operations<br> Before Taxes 13,879 (2,484 ) (868 ) 1,884 (1,882 ) (3,350 ) 17,229
Income Tax Provision (Benefit) 1,521 (446 )^(5)^ (121 )^(5)^ 415 ^(5)^ (261 )^(5)^ (413 ) 1,934
Net Income from Continuing Operations 12,358 (2,038 ) (747 ) 1,469 (1,621 ) (2,937 ) 15,295
Net Income from Continuing Operations<br> Attributable to Merck & Co., Inc. 12,345 (2,038 ) (747 ) 1,469 (1,621 ) (2,937 ) 15,282
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 4.86 (0.80 ) (0.30 ) 0.58 (0.64 ) (1.16 ) $ 6.02
Tax Rate 11.0 % 11.2 %
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, including $169 million of transaction costs related to Acceleron. Amounts included in research and development expenses primarily reflect a $275 million in-process research and development (IPR&D) impairment charge related to the ArQule acquisition, $105 million of Acceleron transaction costs, and expenses for the amortization of intangible assets. Amounts included in other (income) expense, net, for the fourth quarter and full year primarily reflect an increase 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.  Additionally, the full year includes a loss on a forward exchange contract entered into in conjunction with the Organon spin-off.
^(2)^Amounts primarily include employee separation costs and accelerated depreciation associated with facilities to be closed or divested related to activities under the company's formal restructuring programs.
^(3)^ Reflects charges for the discontinuation of COVID-19 development programs.
^(4)^ Amount includes a $1.7 billion charge for the acquisition of Pandion Therapeutics, Inc. and a $43 million reduction in expense related to measurement period adjustments for the 2020 VelosBio Inc. acquisition.
^(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 full year also includes a $207 million net tax benefit related to the settlement of certain federal income tax matters.
18

MERCK &CO., INC.

FRANCHISE/ KEY PRODUCT SALES - CONTINUING OPERATIONS

(AMOUNTSIN MILLIONS)

(UNAUDITED)

Table3

2021 2020 4Q Full Year
1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Nom % Ex-Exch % Nom % Ex-Exch %
TOTAL SALES ^(1)^ $ 10,627 $ 11,402 $ 13,154 $ 13,521 $ 48,704 $ 10,288 $ 9,353 $ 10,929 $ 10,948 $ 41,518 24 23 17 16
PHARMACEUTICAL 9,238 9,980 11,496 12,039 42,754 8,905 8,178 9,714 9,813 36,610 23 23 17 15
Oncology
Keytruda 3,899 4,176 4,534 4,577 17,186 3,284 3,388 3,715 3,993 14,380 15 16 20 18
Alliance<br> Revenue – Lynparza ^(2)^ 228 248 246 268 989 145 178 196 206 725 30 33 36 35
Alliance<br> Revenue – Lenvima ^(2)^ 130 181 188 206 704 128 151 142 158 580 30 31 21 20
Vaccines ^(3)^
Gardasil<br> / Gardasil 9 917 1,234 1,993 1,528 5,673 1,097 656 1,187 998 3,938 53 50 44 39
ProQuad<br> / M-M-R II / Varivax 449 516 661 509 2,135 435 378 576 488 1,878 4 4 14 13
Pneumovax<br> 23 171 152 277 292 893 256 117 375 339 1,087 -14 -13 -18 -19
RotaTeq 158 208 227 213 807 222 168 210 196 797 9 8 1 -
Vaqta 34 56 48 41 179 60 28 51 31 170 31 28 5 3
Hospital<br> Acute Care
Bridion 340 387 369 436 1,532 299 224 320 355 1,198 23 24 28 27
Prevymis 82 93 96 100 370 60 63 77 80 281 25 27 32 30
Noxafil 67 66 64 62 259 94 73 79 82 329 -25 -24 -21 -23
Primaxin 65 60 70 65 259 51 64 74 62 251 5 2 3 -3
Cancidas 57 54 56 45 212 55 43 50 65 213 -31 -32 - -4
Invanz 57 48 53 45 202 64 43 51 53 211 -15 -15 -4 -6
Zerbaxa (8 ) (1 ) (2 ) 10 (1 ) 37 32 43 19 130 -47 -47 -101 -101
Immunology
Simponi 214 202 203 206 825 215 191 209 223 838 -8 -6 -2 -6
Remicade 85 75 73 67 299 88 73 82 88 330 -24 -22 -9 -12
Neuroscience
Belsomra 79 78 81 80 318 79 84 81 83 327 -4 2 -3 -1
Virology
Molnupiravir 952 952 * * * *
Isentress<br> / Isentress HD 209 192 189 178 769 245 196 205 211 857 -15 -15 -10 -11
Cardiovascular
Alliance<br> Revenue - Adempas/Verquvo ^(4)^ 74 74 100 94 342 53 79 83 65 281 45 45 22 22
Adempas<br> ^(5)^ 55 74 59 63 252 56 57 55 53 220 19 24 14 11
Diabetes ^(6)^
Januvia 809 784 852 878 3,324 774 854 821 857 3,306 3 3 1 -1
Janumet 486 477 487 514 1,964 503 490 506 472 1,971 9 10 0 -3
Other Pharmaceutical ^(7)^ 581 546 572 610 2,310 605 548 526 636 2,312 -4 -4 0 -1
ANIMAL<br> HEALTH 1,418 1,472 1,417 1,261 5,568 1,214 1,101 1,220 1,168 4,703 8 8 18 16
Livestock 819 821 864 791 3,295 739 648 758 794 2,939 - - 12 10
Companion<br> Animals 599 651 553 470 2,273 475 453 462 374 1,764 26 26 29 26
Other Revenues ^(8)^ (29 ) (50 ) 241 221 382 169 74 (5 ) (33 ) 205 * * 86 176

* 200% or greater

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)^ Total Vaccines sales were $1,809 million, $2,293 million, $3,315 million, and $2,715 million in the first, second, third, and fourth quarter of 2021, respectively, and $2,155 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 of cost of sales and commercialization costs.

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

^(6)^ Total Diabetes sales were $1,363 million, $1,330 million, $1,417 million, and $1,475 million in the first, second, third, and fourth quarter of 2021, respectively, and $1,353 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 hedging activities.  Other Revenues in the first and third quarter of 2021 include $50 million and $135 million, respectively, related to the receipt of milestone payments for an out-licensed product.

19

Exhibit 99.2

MERCK & CO., INC.

CONSOLIDATEDSTATEMENT OF INCOME - GAAP

(AMOUNTSIN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table1a

2021 2020 % Change
1Q 2Q 3Q 4Q Full<br> Year 1Q 2Q 3Q 4Q Full<br> Year 4Q Full<br> Year
Sales $ 10,627 $ 11,402 $ 13,154 $ 13,521 $ 48,704 $ 10,288 $ 9,353 $ 10,929 $ 10,948 $ 41,518 24 % 17 %
Costs,<br> Expenses and Other
Cost of sales 3,199 3,104 3,450 3,873 13,626 2,829 2,747 3,013 5,029 13,618 -23 % 0 %
Selling,<br> general and administrative 2,187 2,281 2,336 2,830 9,634 2,191 2,085 2,060 2,619 8,955 8 % 8 %
Research<br> and development 2,412 4,321 2,445 3,068 12,245 2,175 2,085 3,349 5,788 13,397 -47 % -9 %
Restructuring<br> costs 297 82 107 174 661 70 82 113 310 575 -44 % 15 %
Other (income)<br> expense, net (455 ) (103 ) (450 ) (333 ) (1,341 ) 62 (387 ) (312 ) (253 ) (890 ) 32 % 51 %
Income (Loss)<br> from Continuing Operations Before Taxes 2,987 1,717 5,266 3,909 13,879 2,961 2,741 2,706 (2,545 ) 5,863 * *
Income Tax<br> Provision 238 503 695 85 1,521 495 396 380 69 1,340
Net Income<br> (Loss) from Continuing Operations 2,749 1,214 4,571 3,824 12,358 2,466 2,345 2,326 (2,614 ) 4,523 * *
Less: Net<br> Income (Loss) Attributable to Noncontrolling Interests 4 1 4 4 13 (5 ) 4 2 3 4
Net Income<br> (Loss) from Continuing Operations Attributable to Merck & Co., Inc. 2,745 1,213 4,567 3,820 12,345 2,471 2,341 2,324 (2,617 ) 4,519 * *
Income (Loss)<br> from Discontinued Operations, Net of Taxes and Amounts  Attributable to Noncontrolling Interests 434 332 - (62 ) 704 748 661 617 523 2,548 * -72 %
Net Income<br> (Loss) Attributable to Merck & Co., Inc. $ 3,179 $ 1,545 $ 4,567 $ 3,758 $ 13,049 $ 3,219 $ 3,002 $ 2,941 $ (2,094 ) $ 7,067 * 85 %
Basic Earnings<br> (Loss) per Common Share Attributable to Merck & Co., Inc. Common Shareholders:
Income<br> (Loss) from Continuing Operations $ 1.08 $ 0.48 $ 1.81 $ 1.51 $ 4.88 $ 0.98 $ 0.93 $ 0.92 $ (1.03 ) $ 1.79 * *
Income<br> (Loss) from Discontinued Operations 0.17 0.13 - (0.02 ) 0.28 0.30 0.26 0.24 0.21 1.01 * -72 %
Net<br> Income (Loss) $ 1.26 $ 0.61 $ 1.81 $ 1.49 $ 5.16 $ 1.27 $ 1.19 $ 1.16 $ (0.83 ) $ 2.79 * 85 %
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 $ 1.80 $ 1.51 $ 4.86 $ 0.97 $ 0.92 $ 0.92 $ (1.03 ) $ 1.78 * *
Income<br> (Loss) from Discontinued Operations 0.17 0.13 - (0.02 ) 0.28 0.29 0.26 0.24 0.21 1.00 * -72 %
Net<br> Income (Loss) $ 1.25 $ 0.61 $ 1.80 $ 1.48 $ 5.14 $ 1.26 $ 1.18 $ 1.16 $ (0.83 ) $ 2.78 * 85 %
Average Shares Outstanding 2,531 2,533 2,530 2,527 2,530 2,533 2,527 2,529 2,530 2,530
Average<br> Shares Outstanding Assuming Dilution ^(1)^ 2,541 2,540 2,536 2,535 2,538 2,547 2,536 2,538 2,530 2,541
Tax<br> Rate from Continuing Operations 8.0 % 29.3 % 13.2 % 2.2 % 11.0 % 16.7 % 14.4 % 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.

FOURTH QUARTER AND FULL YEAR 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)<br> Loss from<br><br> Investments in Equity<br><br> Securities Certain<br> Other Items Adjustment<br> Subtotal Non-GAAP
Fourth<br> Quarter ****
Cost<br> of sales $ 5,029 1,986 44 260 ^(5)^ 2,290 $ 2,739
Selling,<br> general and administrative **** 2,619 42 10 52 2,567
Research<br> and development **** 5,788 16 16 3,161 ^(3)^ 3,193 2,595
Restructuring<br> costs **** 310 310 310 -
Other<br> (income) expense, net **** (253 ) (2 ) (348 ) (3 ) (353 ) 100
(Loss)<br> Income From Continuing Operations Before Taxes **** (2,545 ) (2,042 ) (380 ) 348 (3,418 ) (5,492 ) 2,947
Income<br> Tax Provision (Benefit) **** 69 (378 )^(4)^ (21 )^(4)^ 77 ^(4)^ (61 )^(4)^ (383 ) 452
Net<br> (Loss) Income from Continuing Operations **** (2,614 ) (1,664 ) (359 ) 271 (3,357 ) (5,109 ) 2,495
Net<br> (Loss) Income from Continuing Operations Attributable to Merck & Co., Inc. **** (2,617 ) (1,664 ) (359 ) 271 (3,357 ) (5,109 ) 2,492
(Loss)<br> Earnings per Common Share Assuming Dilution from Continuing Operations $ (1.03 ) (0.66 ) (0.14 ) 0.11 (1.32 ) (2.01 ) $ 0.98
Tax<br> Rate **** -2.7 % 15.3 %
Full<br> Year **** ****
Cost<br> of sales $ 13,618 3,355 175 260 ^(5)^ 3,790 $ 9,828
Selling,<br> general and administrative **** 8,955 225 47 272 8,683
Research<br> and development **** 13,397 12 83 4,243 ^(3)^ 4,338 9,059
Restructuring<br> costs **** 575 575 575 -
Other<br> (income) expense, net **** (890 ) 50 (1,292 ) (20 ) (1,262 ) 372
Income<br> From Continuing Operations Before Taxes **** 5,863 (3,642 ) (880 ) 1,292 (4,483 ) (7,713 ) 13,576
Income<br> Tax Provision (Benefit) **** 1,340 (627 )^(4)^ (80 )^(4)^ 284 ^(4)^ (303 )^(4)^ (726 ) 2,066
Net<br> Income from Continuing Operations **** 4,523 (3,015 ) (800 ) 1,008 (4,180 ) (6,987 ) 11,510
Net<br> Income from Continuing Operations Attributable to Merck & Co., Inc. **** 4,519 (3,015 ) (800 ) 1,008 (4,180 ) (6,987 ) 11,506
Earnings<br> per Common Share Assuming Dilution from Continuing Operations $ 1.78 (1.19 ) (0.31 ) 0.40 (1.65 ) (2.75 ) $ 4.53
Tax<br> Rate **** 22.9 % 15.2 %

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 a $1.6 billion intangible asset impairment charge related to ZERBAXA and expenses for the amortization of intangible assets.  Amounts included in selling, general and administrative expenses reflect acquisition and divestiture-related costs, including $95 million of transaction costs related to the acquisition of Arqule, Inc. for the full year. 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)^ Amounts for the fourth quarter and full year primarily include charges of $2.7 billion for the acquisition of VelosBio Inc., $462 million for the acquisition of OncoImmune and $45 million for the discontinuation of COVID-19 development programs. Additionally, the full year includes $1.1 billion of charges for upfront payments related to license and collaboration agreements.

^(4)^ Represent the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.  Acquisition and divestiture-related costs also includes a tax cost of $67 million, representing an adjustment to the tax benefits recorded in conjunction with the 2015 Cubist Pharmaceuticals, Inc. acquisition.

^(5)^ Represents charges for the discontinuation of COVID-19 development programs.

MERCK &CO., INC.

FRANCHISE/ KEY PRODUCT SALES - CONTINUING OPERATIONS

FOURTHQUARTER 2021

(AMOUNTSIN MILLIONS)

(UNAUDITED)

Table3a

Global U.S. International
4Q<br> 2021 4Q<br> 2020 %<br> Change 4Q<br> 2021 4Q<br> 2020 %<br> Change 4Q<br> 2021 4Q<br> 2020 %<br> Change
TOTAL<br> SALES ^(1)^ $ 13,521 $ 10,948 24 $ 6,259 $ 5,288 18 $ 7,262 $ 5,660 28
PHARMACEUTICAL 12,039 9,813 23 5,790 4,903 18 6,249 4,910 27
Oncology
Keytruda 4,577 3,993 15 2,657 2,246 18 1,920 1,747 10
Alliance<br> Revenue - Lynparza ^(2)^ 268 206 30 144 120 20 123 85 44
Alliance<br> Revenue - Lenvima ^(2)^ 206 158 30 131 90 46 75 69 10
Vaccines ^(3)^
Gardasil<br> / Gardasil 9 1,528 998 53 275 546 -50 1,253 452 177
ProQuad<br> / M-M-R II / Varivax 509 488 4 374 345 8 135 144 -6
Pneumovax 23 292 339 -14 193 249 -22 99 90 10
RotaTeq 213 196 9 109 131 -17 105 65 61
Vaqta 41 31 31 20 25 -19 21 7 *
Hospital<br> Acute Care
Bridion 436 355 23 218 172 27 218 183 19
Prevymis 100 80 25 42 32 30 58 48 21
Noxafil 62 82 -25 11 15 -25 50 67 -25
Primaxin 65 62 5 1 * 64 62 4
Cancidas 45 65 -31 5 -98 45 60 -25
Invanz 45 53 -15 (3 ) 2 * 48 50 -5
Zerbaxa 10 19 -47 9 17 -44 1 2 -68
Immunology
Simponi 206 223 -8 206 223 -8
Remicade 67 88 -24 67 88 -24
Neuroscience
Belsomra 80 83 -4 22 14 58 58 69 -16
Virology
Molnupiravir 952 * 632 * 320 *
Isentress<br> / Isentress HD 178 211 -15 72 83 -12 106 128 -17
Cardiovascular
Alliance<br> Revenue - Adempas/Verquvo ^(4)^ 94 65 45 90 58 55 4 7 -42
Adempas ^(5)^ 63 53 19 63 53 19
Diabetes ^(6)^
Januvia 878 857 3 407 360 13 472 497 -5
Janumet 514 472 9 123 115 7 391 356 10
Other<br> Pharmaceutical ^(7)^ 610 636 -4 263 278 -5 347 358 -3
ANIMAL<br> HEALTH 1,261 1,168 8 395 361 10 866 807 7
Livestock 791 794 158 165 -4 633 629 1
Companion<br> Animals 470 374 26 237 196 21 233 178 31
Other<br> Revenues ^(8)^ 221 (33 ) * 74 24 * 147 (57 ) *

* 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 $2,715 million in the fourth quarter of 2021 and $2,163 million in the fourth 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 $1,475 million in the fourth quarter of 2021 and $1,412 million in the fourth 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

FULL YEAR 2021

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3b

Global U.S. International
Full<br> Year 2021 Full<br> Year 2020 %<br> Change Full<br> Year 2021 Full<br> Year 2020 %<br> Change Full<br> Year 2021 Full<br> Year 2020 %<br> Change
TOTAL<br> SALES ^(1)^ $ 48,704 $ 41,518 17 $ 22,425 $ 19,588 14 $ 26,279 $ 21,930 20
PHARMACEUTICAL 42,754 36,610 17 20,401 18,010 13 22,353 18,600 20
Oncology
Keytruda 17,186 14,380 20 9,765 8,352 17 7,421 6,028 23
Alliance<br> Revenue - Lynparza ^(2)^ 989 725 36 515 417 24 473 308 54
Alliance<br> Revenue - Lenvima ^(2)^ 704 580 21 417 359 16 287 220 30
Vaccines<br> ^(3)^
Gardasil<br> / Gardasil 9 5,673 3,938 44 1,881 1,755 7 3,792 2,184 74
ProQuad<br> / M-M-R II / Varivax 2,135 1,878 14 1,629 1,378 18 506 500 1
Pneumovax<br> 23 893 1,087 -18 547 727 -25 346 359 -4
RotaTeq 807 797 1 473 486 -3 334 311 7
Vaqta 179 170 5 100 103 -3 79 67 18
Hospital<br> Acute Care
Bridion 1,532 1,198 28 762 583 31 770 615 25
Prevymis 370 281 32 153 119 28 218 162 35
Noxafil 259 329 -21 60 42 42 199 287 -30
Primaxin 259 251 3 2 2 -36 258 248 4
Cancidas 212 213 4 7 -42 208 207 1
Invanz 202 211 -4 (5 ) 9 -157 207 202 3
Zerbaxa (1 ) 130 -101 4 74 -94 (5 ) 56 -110
Immunology
Simponi 825 838 -2 825 838 -2
Remicade 299 330 -9 299 330 -9
Neuroscience
Belsomra 318 327 -3 78 81 -4 241 247 -2
Virology
Molnupiravir 952 * 632 * 320 *
Isentress<br> / Isentress HD 769 857 -10 294 326 -10 474 531 -11
Cardiovascular
Alliance<br> Revenue - Adempas/Verquvo ^(4)^ 342 281 22 312 259 21 30 22 35
Adempas<br> ^(5)^ 252 220 14 252 220 14
Diabetes<br> ^(6)^
Januvia 3,324 3,306 1 1,404 1,470 -4 1,920 1,836 5
Janumet 1,964 1,971 - 367 477 -23 1,597 1,494 7
Other<br> Pharmaceutical ^(7)^ 2,310 2,312 - 1,007 984 2 1,302 1,328 -2
ANIMAL<br> HEALTH 5,568 4,703 18 1,758 1,484 18 3,810 3,219 18
Livestock 3,295 2,939 12 667 612 9 2,628 2,327 13
Companion<br> Animals 2,273 1,764 29 1,091 872 25 1,182 892 32
Other<br> Revenues ^(8)^ 382 205 86 266 94 184 116 111 4
* 200% or greater
---
Sum of U.S. plus international may not equal global due to rounding.
^(1)^Only select products are shown.
---
^(2)^Alliance Revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization<br> costs.
^(3)^Total Vaccines sales were $10,132 million and $8,258 million on a global basis for December 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<br> of cost of sales and commercialization costs.
^(5)^Net product sales in Merck's marketing territories.
^(6)^<br> Total Diabetes sales were $5,584 million and $5,588 million on a global basis for December YTD 2021 and 2020,<br> 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. Other Revenues for December YTD include $185 million related to the receipt of milestone payments for an out-licensed<br> product.

MERCK &CO., INC.

PHARMACEUTICALGEOGRAPHIC SALES - CONTINUING OPERATIONS

(AMOUNTSIN MILLIONS)

(UNAUDITED)

Table3c

2021 2020 % Change
1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year 4Q Full Year
TOTAL PHARMACEUTICAL $ 9,238 $ 9,980 $ 11,496 $ 12,039 $ 42,754 $ 8,905 $ 8,178 $ 9,714 $ 9,813 $ 36,610 23 17
United States 4,294 4,647 5,670 5,790 20,401 4,308 3,958 4,842 4,903 18,010 18 13
% Pharmaceutical<br> Sales 46.5 % 46.6 % 49.3 % 48.1 % 47.7 % 48.4 % 48.4 % 49.8 % 50.0 % 49.2 %
Europe ^(1)^ 2,276 2,404 2,445 2,655 9,780 2,116 1,855 2,171 2,314 8,455 15 16
% Pharmaceutical<br> Sales 24.6 % 24.1 % 21.3 % 22.1 % 22.9 % 23.8 % 22.7 % 22.3 % 23.6 % 23.1 %
China 688 944 1,278 1,352 4,262 628 600 764 670 2,661 102 60
% Pharmaceutical<br> Sales 7.4 % 9.5 % 11.1 % 11.2 % 10.0 % 7.1 % 7.3 % 7.9 % 6.8 % 7.3 %
Japan 607 637 614 771 2,629 561 601 648 704 2,514 10 5
% Pharmaceutical<br> Sales 6.6 % 6.4 % 5.3 % 6.4 % 6.1 % 6.3 % 7.3 % 6.7 % 7.2 % 6.9 %
Asia Pacific (other than China and Japan) 437 442 450 488 1,817 411 377 411 414 1,614 18 13
% Pharmaceutical<br> Sales 4.7 % 4.4 % 3.9 % 4.1 % 4.2 % 4.6 % 4.6 % 4.2 % 4.2 % 4.4 %
Latin America 353 379 434 421 1,587 314 312 372 371 1,369 13 16
% Pharmaceutical<br> Sales 3.8 % 3.8 % 3.8 % 3.5 % 3.7 % 3.5 % 3.8 % 3.8 % 3.8 % 3.7 %
Eastern Europe/Middle East/Africa 357 318 362 278 1,315 353 309 289 251 1,199 11 10
% Pharmaceutical<br> Sales 3.9 % 3.2 % 3.1 % 2.3 % 3.1 % 4.0 % 3.8 % 3.0 % 2.6 % 3.3 %
Canada 160 157 164 167 650 159 121 169 149 599 12 9
% Pharmaceutical<br> Sales 1.7 % 1.6 % 1.4 % 1.4 % 1.5 % 1.8 % 1.5 % 1.7 % 1.5 % 1.6 %
Other 66 52 79 117 313 55 45 48 37 189 216 66
% Pharmaceutical<br> Sales 0.8 % 0.4 % 0.8 % 0.9 % 0.8 % 0.5 % 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, NET - GAAP

(AMOUNTSIN MILLIONS)

(UNAUDITED)

Table4

OTHER(INCOME) EXPENSE, NET

4Q21 4Q20 Full Year 2021 Full Year 2020
Interest income $ (9 ) $ (11 ) $ (36 ) $ (59 )
Interest expense 208 206 806 831
Exchange losses 95 56 297 145
Income from investments in equity securities, net ^(1)^ (403 ) (375 ) (1,940 ) (1,338 )
Net periodic defined benefit plan cost (credit) other than service cost (53 ) (80 ) (212 ) (339 )
Other, net (171 ) (49 ) (256 ) (130 )
Total $ (333 ) $ (253 ) $ (1,341 ) $ (890 )

^(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.