securities and exchange commissiond18rn0p25nwr6d.cloudfront.net/cik-0000310158/7a2e4... · merck...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 2, 2018

Merck & Co., Inc.(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

1-6571

22-1918501(Commission File Number)

(I.R.S. Employer Identification No.)

2000 Galloping Hill Road, Kenilworth, NJ

07033(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code (908) 740-4000

Not Applicable

(Former Name or Former Address, 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 followingprovisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o 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) orRule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter) o 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 the Registrant on February 2, 2018, regarding earnings for the fourth quarter and full year of 2017, attached asExhibit 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”), orotherwise 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 ExchangeAct, 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 2, 2018, regarding earnings for the fourth quarter and full year of 2017

Exhibit 99.2 Certain supplemental information not included in the press release

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EXHIBIT INDEX

Exhibit

Number

Description 99.1

Press release issued February 2, 2018, regarding earnings for the fourth quarter and full year of 2017 99.2

Certain supplemental information not included in the press release

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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 2, 2018 By: /s/ Karen L. Mealey

KAREN L. MEALEY

Assistant Secretary

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Exhibit 99.1

News Release FOR IMMEDIATE RELEASE Media Contacts: Tracy Ogden Investor Contacts: Teri Loxam

(908) 740-1747

(908) 740-1986

Claire Gillespie

Amy Klug(267) 305-0932

(908) 740-1898

Merck Announces Fourth-Quarter and Full-Year 2017 Financial Results · Fourth-Quarter 2017 Worldwide Sales Were $10.4 Billion, an Increase of 3 Percent, Including a 1 Percent Positive Impact from Foreign Exchange; Full-Year

2017 Worldwide Sales Were $40.1 Billion, an Increase of 1 Percent · Fourth-Quarter 2017 GAAP EPS Was $(0.32), Reflecting a $2.6 Billion Provisional Charge Related to U.S. Tax Legislation; Fourth-Quarter Non-GAAP EPS

Was $0.98 · Full-Year 2017 GAAP EPS Was $0.93, Reflecting a $2.6 Billion Provisional Charge Related to U.S. Tax Legislation and a $2.35 Billion Charge Related to

the Formation of a Strategic Oncology Collaboration With AstraZeneca; Full-Year Non-GAAP EPS Was $3.98 · 2018 Financial Outlook

· Anticipates Full-Year 2018 Worldwide Sales to Be Between $41.2 Billion and $42.7 Billion, Including an Approximately 1 Percent Positive Impact fromForeign Exchange

· Expects Full-Year 2018 GAAP EPS to Be Between $2.97 and $3.12; Expects Non-GAAP EPS to Be Between $4.08 and $4.23, Including an

Approximately 1 Percent Negative Impact from Foreign Exchange · KEYTRUDA Significantly Improved Overall Survival and Progression-Free Survival as First-Line Treatment in Combination with Pemetrexed and Platinum

Chemotherapy for Patients With Metastatic Non-squamous Non-Small Cell Lung Cancer in KEYNOTE-189 Study KENILWORTH, N.J., Feb. 2, 2018 — Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for thefourth quarter and full year of 2017.

“Our 2017 results reflect the underlying strength of our business and our ability to grow, despite significant headwinds,” said Kenneth C. Frazier,chairman and chief executive officer, Merck. “We enter 2018 with strong operating momentum, based on our key pillars of growth that will enable us to deliver onour mission of improving patients’ lives.”

Financial Summary

Fourth Quarter

Year Ended

$ in millions, except EPS amounts

2017

2016

Dec. 31, 2017

Dec. 31, 2016

Sales

$ 10,433

$ 10,115

$ 40,122

$ 39,807

GAAP net (loss) income

(872) (594) 2,568

3,920

Non-GAAP net income that excludes certain items *

2,665

2,470

10,933

10,538

GAAP EPS

(0.32) (0.22) 0.93

1.41

Non-GAAP EPS that excludes certain items *

0.98

0.89

3.98

3.78

*Refer to table on page 10.

Worldwide sales were $10.4 billion for the fourth quarter of 2017, an increase of 3 percent compared with the fourth quarter of 2016, including a 1 percent

positive impact from foreign exchange. Full-year 2017 worldwide sales were $40.1 billion, an increase of 1 percent compared with the full year of 2016.

Sales in the fourth quarter and full year of 2017 reflect incremental sales of approximately $140 million and $400 million, respectively, due to therecording of vaccine sales from 19 European countries that were part of the Sanofi Pasteur MSD (SPMSD) vaccines joint venture, which was terminated onDec. 31, 2016.

In addition, sales in the fourth quarter of 2017 include approximately $115 million for the partial replenishment of doses of GARDASIL 9 (HumanPapillomavirus 9-valent Vaccine, Recombinant), a vaccine to prevent certain cancers and other diseases caused by HPV, that were borrowed from the U.S. Centersfor Disease Control and Prevention (CDC) Pediatric Vaccine Stockpile in the third quarter. The effect of the borrowing and subsequent partial replenishmentresulted in a net reduction in sales of $125 million for the full year of 2017.

Sales in the fourth quarter of 2017 compared with the fourth quarter of 2016 also reflect a favorable impact of approximately $150 million due to thetiming of shipments in Japan in the prior year.

As expected, revenue in the fourth quarter and full year of 2017 was unfavorably affected by approximately $125 million and $260 million, respectively,from lost sales in certain markets related to the cyber-attack that occurred in June.

GAAP (generally accepted accounting principles) earnings (loss) per share assuming dilution (EPS) were $(0.32) for the fourth quarter and $0.93 for thefull year of 2017, which reflect the impact of recently enacted U.S. tax legislation and for the full year also reflect a

Net (loss) income attributable to Merck & Co., Inc. Merck is providing certain 2017 and 2016 non-GAAP information that excludes certain items because of the nature of these items and the impact they have onthe analysis of underlying business performance and trends. Management believes that providing this information enhances investors’ understanding of thecompany’s results and permits investors to understand how management assesses performance. Management uses these measures internally for planning andforecasting purposes and to measure the performance of the company along with other metrics. Senior management’s annual compensation is derived in partusing non-GAAP income and non-GAAP EPS. This information should be considered in addition to, but not as a substitute for or superior to, informationprepared in accordance with GAAP. For a description of the items, see Tables 2a and 2b attached to this release.

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charge related to the formation of a strategic oncology collaboration with AstraZeneca. Non-GAAP EPS of $0.98 for the fourth quarter and $3.98 for the full yearof 2017 excludes acquisition- and divestiture-related costs, restructuring costs, a $2.6 billion provisional charge related to the U.S. tax legislation and certain otheritems. Non-GAAP EPS for the full year of 2017 also excludes a $2.35 billion aggregate charge related to the formation of the collaboration with AstraZeneca. Pipeline Highlights

Merck expanded its focus in oncology by further advancing the development program for KEYTRUDA (pembrolizumab), an anti-PD-1 therapy, andLynparza (olaparib), a PARP inhibitor co-developed and co-commercialized with AstraZeneca, and receiving key regulatory approvals.

· Merck announced the pivotal Phase 3 KEYNOTE-189 trial investigating KEYTRUDA in combination with pemetrexed (Alimta) and cisplatin orcarboplatin, for the first-line treatment of patients with metastatic non-squamous non-small cell lung cancer (NSCLC), met its dual primary endpoints ofoverall survival (OS) and progression-free survival (PFS). Based on an interim analysis conducted by the independent Data Monitoring Committee,treatment with KEYTRUDA in combination with pemetrexed plus platinum chemotherapy resulted in significantly longer OS and PFS than pemetrexedplus platinum chemotherapy alone. Results from the trial will be presented at an upcoming medical meeting and submitted to regulatory authorities.KEYTRUDA, in combination with pemetrexed and platinum chemotherapy, is the first immuno-oncology combination to show improved OS for the first-line treatment of patients with metastatic non-squamous NSCLC.

· The Japanese Ministry of Health, Labour and Welfare approved KEYTRUDA for the treatment of patients with radically unresectable urothelial

carcinoma who progressed after cancer chemotherapy.

· The company announced the pivotal Phase 3 KEYNOTE-061 trial investigating KEYTRUDA as a second-line treatment for patients with advancedgastric or gastroesophageal junction adenocarcinoma did not meet its primary endpoint of overall survival in patients whose tumors expressed PD-L1.

· The company and The European Organisation for Research and Treatment of Cancer (EORTC) announced the Phase 3 EORTC1325/KEYNOTE-054

trial investigating KEYTRUDA as monotherapy for surgically resected high-risk melanoma met the primary endpoint of recurrence-free survival and,based on an interim analysis and following review by the Independent Data Monitoring Committee, resulted in significantly longer recurrence-freesurvival than placebo.

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· The U.S. Food and Drug Administration (FDA) accepted for review the supplemental Biologics License Application (sBLA) for KEYTRUDA for the

treatment of adult and pediatric patients with refractory primary mediastinal B-cell lymphoma, or who have relapsed after two or more prior lines oftherapy. The FDA granted Priority Review status with a PDUFA date of April 3, 2018, and previously granted Breakthrough Therapy Designation toKEYTRUDA in January 2017 for this indication.

· The FDA granted Breakthrough Therapy Designation for KEYTRUDA in combination with Eisai’s multiple receptor tyrosine kinase inhibitor Lenvima

(lenvatinib) for the potential treatment of patients with advanced and/or metastatic renal cell carcinoma, which is being jointly developed as part of acollaboration between Merck and Esai. This marks the 12 Breakthrough Therapy Designation granted to KEYTRUDA.

· The FDA approved Lynparza for use in patients with germline BRCA-mutated, HER2-negative metastatic breast cancer who have been previously treated

with chemotherapy either in the neoadjuvant, adjuvant or metastatic settings. Lynparza is the first PARP inhibitor approved for breast cancer. Asupplemental New Drug Application (NDA) was submitted to Japan’s Pharmaceuticals and Medical Devices Agency for the same use.

· The Japanese Ministry of Health, Labour and Welfare approved Lynparza for use as a maintenance therapy for patients with platinum-sensitive relapsed

ovarian cancer, regardless of their BRCA mutation status, who responded to their last platinum-based chemotherapy. Lynparza is the first PARP inhibitorapproved in Japan.

Merck and Pfizer announced that the FDA approved STEGLATRO (ertugliflozin) tablets, an oral sodium-glucose cotransporter 2 (SGLT2) inhibitor, the

fixed-dose combination STEGLUJAN (ertugliflozin and sitagliptin) and the fixed-dose combination SEGLUROMET (ertugliflozin and metformin hydrochloride)to help improve glycemic control in adults with type 2 diabetes. Additionally, the Committee for Medicinal Products for Human Use of the European MedicinesAgency adopted a positive opinion for these medicines.

The FDA and European Commission approved PREVYMIS (letermovir), once-daily tablets for oral use and injection for intravenous infusion, indicatedfor prevention of cytomegalovirus (CMV) infection and disease in adult CMV-seropositive recipients of an allogeneic hematopoietic stem cell transplant.

The FDA accepted for review two NDAs for doravirine, the company’s investigational non-nucleoside reverse transcriptase inhibitor, for the treatment ofHIV-1 infection in adults. The NDAs include data for doravirine as a once-daily tablet for use in combination with other antiretroviral agents and for use ofdoravirine with lamivudine and tenofovir disoproxil fumarate

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in a once-daily fixed-dose combination single tablet as a complete regimen. The PDUFA date for both applications is Oct. 23, 2018.

The FDA approved ISENTRESS (raltegravir), the company’s integrase inhibitor, for use in combination with other antiretroviral agents for the treatmentof HIV-1 in newborn patients from birth to four weeks of age weighing at least 2 kg. Fourth-Quarter and Full-Year Revenue Performance

The following table reflects sales of the company’s top pharmaceutical products, as well as total sales of animal health products.

Fourth Quarter

Year Ended

$ in millions

2017

2016

Change

Change Ex-Exchange

Dec. 31, 2017

Dec. 31, 2016

Change

Change Ex-Exchange

Total Sales

$ 10,433

$ 10,115

3% 2% $ 40,122

$ 39,807

1% 1%Pharmaceutical

9,290

8,904

4% 3% 35,390

35,151

1% 1%JANUVIA / JANUMET

1,524

1,509

1% 0% 5,896

6,109

-3% -4%KEYTRUDA

1,297

483

169% 166% 3,809

1,402

172% 171%GARDASIL / GARDASIL 9

633

542

17% 15% 2,308

2,173

6% 6%ZETIA / VYTORIN

509

873

-42% -44% 2,095

3,701

-43% -44%PROQUAD, M-M-R II andVARIVAX

403

405

0% -1% 1,676

1,640

2% 2%ISENTRESS / ISENTRESS HD

308

337

-9% -11% 1,204

1,387

-13% -14%ZEPATIER

296

229

29% 27% 1,660

555

199% 199%PNEUMOVAX 23

263

238

11% 11% 821

641

28% 29%SIMPONI

217

186

17% 10% 819

766

7% 6%BRIDION

209

139

50% 49% 704

482

46% 46%Animal Health

981

884

11% 8% 3,875

3,478

11% 11%Other Revenues

162

327

-51% -27% 857

1,178

-27% -13% Pharmaceutical Revenue

Fourth-quarter pharmaceutical sales increased 4 percent to $9.3 billion, including a 1 percent positive impact from foreign exchange. The increase wasdriven primarily by significant growth of KEYTRUDA, reflecting the company’s continued launches with new indications globally. Strong momentum for thetreatment of patients with NSCLC contributed significantly to KEYTRUDA’s overall growth, as it is the only anti-PD-1 approved in the first-line setting.

Sales of GARDASIL [Human Papillomavirus Quadrivalent (Types 6, 11, 16 and 18) Vaccine, Recombinant] and GARDASIL 9, vaccines to preventcertain cancers and other diseases caused by HPV, increased in the fourth quarter driven primarily by the commercial launch in China and growth in Europe due tothe termination of the SPMSD joint venture noted above, partially offset by lower sales in the United States. The decline in U.S. sales reflects the timing of publicsector purchasing that was largely offset by the partial replenishment of borrowed doses into the CDC stockpile noted above.

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The ongoing launch of BRIDION (sugammadex) Injection 100 mg/mL, a medicine for the reversal of neuromuscular blockade induced by rocuronium

bromide or vecuronium bromide in adults undergoing surgery, also contributed to growth in the quarter driven by strong global demand.

Pharmaceutical sales also reflect higher sales of ZEPATIER (elbasvir and grazoprevir), a medicine for the treatment of chronic hepatitis C virus genotypes1 or 4 infection, due to ongoing launches across Europe and Asia Pacific. The company anticipates that future sales of ZEPATIER will be unfavorably affected byincreasing competition and declining patient volumes.

Performance of JANUVIA (sitagliptin) and JANUMET (sitagliptin and metformin HCI), medicines that help lower blood sugar in adults with type 2diabetes, reflects pricing pressure offset by continued volume growth globally.

Sales growth for the quarter was partially offset by impacts from the loss of U.S. market exclusivity for ZETIA (ezetimibe) in late 2016 and VYTORIN(ezetimibe/simvastatin) in April 2017, medicines for lowering LDL cholesterol; biosimilar competition for REMICADE (infliximab), a treatment for inflammatorydiseases, in the company’s marketing territories in Europe; and the 2017 loss of exclusivity for CANCIDAS (caspofungin acetate for injection), an antifungal, inEurope. In the aggregate, sales of these products declined approximately $500 million during the fourth quarter of 2017 compared to the fourth quarter of 2016.

Sales of ZOSTAVAX (zoster vaccine live), a vaccine for the prevention of herpes zoster, declined significantly in the quarter, primarily due to theapproval of a competitor product that received a preferential recommendation from the U.S. Advisory Committee on Immunization Practices on Oct. 25, 2017. Thecompany anticipates that future sales of ZOSTAVAX will be unfavorably affected by this competition.

Full-year 2017 pharmaceutical sales increased 1 percent to $35.4 billion. Growth was driven by the ongoing global launches of KEYTRUDA, ZEPATIERand BRIDION. In the aggregate, sales of these products increased $3.7 billion in 2017 compared to 2016. These increases were mostly offset by sales declines ofthe products affected by loss of exclusivity as described above for the quarter, as well as CUBICIN (daptomycin for injection), an I.V. antibiotic, SINGULAIR(montelukast sodium), a once-a-day oral medicine for the chronic treatment of asthma and the relief of symptoms of allergic rhinitis, NASONEX (mometasonefuroate monohydrate), an inhaled nasal corticosteroid for the treatment of nasal allergy symptoms, and other products which together totaled $3.3 billion.Additionally, sales growth was offset by declines in the diabetes franchise due to pricing pressure partially offset by continued volume growth globally.

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Animal Health Revenue

Animal Health sales totaled $981 million for the fourth quarter of 2017, an increase of 11 percent compared with the fourth quarter of 2016, including a 3percent positive impact from foreign exchange. Worldwide sales for the full year of 2017 were $3.9 billion, also an increase of 11 percent. Growth in both periodswas driven by sales increases in companion animal products, primarily the BRAVECTO (fluralaner) line of products that kill fleas and ticks in dogs and cats for upto 12 weeks, and companion animal vaccines. Additionally, higher sales of ruminants products, swine products and poultry products all contributed to growth. Fourth-Quarter and Full-Year Expense, EPS and Related Information

The tables below present selected expense information.

$ in millions

GAAP

Acquisition- and Divestiture-

Related Costs

Restructuring Costs

Certain Other Items

Non-GAAP

Fourth-Quarter 2017

Materials and production

$ 3,406

$ 737

$ 17

$ —

$ 2,652

Marketing and administrative

2,580

4

(1) —

2,577

Research and development

2,055

(5) —

—

2,060

Restructuring costs

306

—

306

—

—

Other (income) expense, net

(19) 1

—

(7) (13) Fourth-Quarter 2016


$ 3,332

$ 756

$ 32

$ —

$ 2,544


2,593

22

4

—

2,567


4,650

2,897

9

—

1,744

Restructuring costs

265

—

265

—

—


631

35

—

564

32

$ in millions

GAAP

Acquisition- and Divestiture-

Related Costs

Restructuring Costs

Certain Other Items

Non-GAAP

Year Ended Dec. 31, 2017


$ 12,775

$ 3,187

$ 138

$ —

$ 9,450


9,830

44

2

—

9,784


9,982

284

11

2,350

7,337

Restructuring costs

776

—

776

—

—


12

19

—

(16) 9

Year Ended Dec. 31, 2016


$ 13,891

$ 4,035

$ 181

$ —

$ 9,675


9,762

78

95

—

9,589


10,124

3,152

142

—

6,830

Restructuring costs

651

—

651

—

—


720

47

—

558

115

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

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GAAP Expense, EPS and Related Information

Gross margin was 67.4 percent for the fourth quarter of 2017 compared to 67.1 percent for the fourth quarter of 2016. The gross margin was 68.2 percentfor the full year of 2017 compared to 65.1 percent for the full year of 2016. The increase in gross margin for the full year of 2017 was primarily driven by loweracquisition- and divestiture-related costs and restructuring costs which negatively affected gross margin by 8.2 percentage points in the full year of 2017 comparedwith 10.6 percentage points for the full year of 2016. In addition, gross margin was impacted by the favorable effects of product mix partially offset by costs relatedto the cyber-attack.

Marketing and administrative expenses were $2.6 billion in the fourth quarter of 2017, a 1 percent decrease compared to the fourth quarter of 2016. Thedecrease primarily reflects lower acquisition- and divestiture-related costs. Full-year 2017 marketing and administrative expenses were $9.8 billion, a 1 percentincrease compared to the full year of 2016. The increase reflects higher administrative costs, including costs associated with the company now operating itsEuropean vaccines business in the countries that were previously part of the SPMSD vaccines joint venture, remediation costs related to the cyber-attack and higherpromotion expenses related to product launches, partially offset by lower restructuring costs and acquisition- and divestiture-related costs.

Research and development (R&D) expenses were $2.1 billion in the fourth quarter of 2017 compared with $4.7 billion in the fourth quarter of 2016. Thedecline was driven primarily by lower in-process research and development (IPR&D) impairment charges, partially offset by higher expenses related to businessdevelopment transactions, clinical development spending and investment in early drug development. R&D expenses were $10.0 billion for the full year of 2017, a 1percent decrease compared to the full year of 2016. The decline reflects lower IPR&D impairment charges and restructuring costs. These were offset by a $2.35billion aggregate charge recorded in 2017 related to the formation of the collaboration with AstraZeneca, as well as a reduction in prior year expenses related to adecrease in the estimated fair value measurement of liabilities for contingent consideration and higher clinical development spending.

Other (income) expense, net, was $19 million of income in the fourth quarter of 2017 compared to $631 million of expense in the fourth quarter of 2016and was $12 million of expense for the full year of 2017 compared to $720 million of expense for the full year of 2016. Other (income) expense, net, in 2017reflects the favorable impacts of foreign exchange and gains on sales of securities, partially offset by a loss on the extinguishment of debt. Other (income) expense,net, for the fourth quarter and full year of 2016 includes a $625 million charge to settle worldwide KEYTRUDA patent litigation.

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The effective income tax rates of 141.0 percent for the fourth quarter and 61.6 percent for full year of 2017 include the unfavorable impact of a $2.6

billion provisional charge related to U.S. tax legislation. The provisional tax charge includes a one-time repatriation transition tax of approximately $5.0 billion,which will be paid over eight years. The transition tax was partially offset by adjustments to deferred tax liabilities, including taxes previously provided on foreignearnings and remeasurement of net U.S. deferred tax liabilities. The provisional tax charge may change in 2018 based on further analysis and regulatoryguidance. In addition, the effective income tax rate for the full year of 2017 reflects the unfavorable impact of a $2.35 billion aggregate charge related to theformation of the collaboration with AstraZeneca for which no tax benefit has been recognized, partially offset by the favorable impact of a net tax benefit of $234million related to the settlement of certain federal income tax issues.

GAAP EPS was $(0.32) for the fourth quarter of 2017 compared with $(0.22) for the fourth quarter of 2016. GAAP EPS was $0.93 for the full year of2017 compared with $1.41 for the full year of 2016. Non-GAAP Expense, EPS and Related Information

The non-GAAP gross margin was 74.6 percent for the fourth quarter of 2017, compared to 74.8 percent for the fourth quarter of 2016. The non-GAAPgross margin was 76.4 percent for the full year of 2017 compared to 75.7 percent for the full year of 2016. The increase in non-GAAP gross margin for the full yearof 2017 reflects the favorable effects of product mix partially offset by costs related to the cyber-attack.

Non-GAAP marketing and administrative expenses were $2.6 billion in the fourth quarter of 2017, comparable to the fourth quarter of 2016. Non-GAAPmarketing and administrative expenses were $9.8 billion for the full year of 2017, a 2 percent increase compared to the full year of 2016. The increase reflectshigher administrative costs, including costs associated with the company now operating its European vaccines business in the countries that were previously part ofthe SPMSD vaccines joint venture, higher promotion costs related to product launches and remediation costs related to the cyber-attack.

Non-GAAP R&D expenses were $2.1 billion in the fourth quarter of 2017, an 18 percent increase compared to the fourth quarter of 2016. The increasereflects higher expenses related to business development transactions, clinical development spending and investment in early drug development. Non-GAAP R&Dexpenses were $7.3 billion for the full year of 2017, a 7 percent increase compared to the full year of 2016, reflecting increased clinical development spending.

Non-GAAP other (income) expense, net, was $13 million of income in the fourth quarter of 2017 compared to $32 million of expense in the fourth quarterof 2016. Non-GAAP other

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(income) expense, net, for the full year of 2017 was $9 million of expense compared to $115 million of expense for the full year of 2016. Non-GAAP other(income) expense, net, in 2017 reflects the favorable impact of foreign exchange and realized gains on sales of equity securities, partially offset by a loss onextinguishment of debt.

The non-GAAP effective income tax rate for the fourth quarter of 2017 was 15.3 percent compared with 23.3 percent for the fourth quarter of 2016 andwas 19.1 percent for the full year of 2017 compared with 22.3 percent for the full year of 2016.

Non-GAAP EPS was $0.98 for the fourth quarter of 2017 compared with $0.89 for the fourth quarter of 2016. Non-GAAP EPS was $3.98 for the full yearof 2017 compared with $3.78 for the full year of 2016.

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

2017

2016

Dec. 31, 2017

Dec. 31, 2016

EPS

GAAP EPS

$ (0.32) $ (0.22) $ 0.93

$ 1.41

Difference

1.30

1.11

3.05

2.37

Non-GAAP EPS that excludes items listed below

$ 0.98

$ 0.89

$ 3.98

$ 3.78

Net Income

GAAP net (loss) income

$ (872) $ (594) $ 2,568

$ 3,920

Difference

3,537

3,064

8,365

6,618

Non-GAAP net income that excludes items listed below

$ 2,665

$ 2,470

$ 10,933

$ 10,538

Decrease (Increase) in Net Income Due to Excluded Items:

Acquisition- and divestiture-related costs

$ 737

$ 3,710

$ 3,534

$ 7,312

Restructuring costs

322

310

927

1,069

Aggregate charge related to the formation of a collaborationwith AstraZeneca

—

—

2,350

—

Charge to settle worldwide KEYTRUDA patent litigation

—

625

—

625

Other

(7) (61) (16) (67)Net decrease (increase) in income before taxes

1,052

4,584

6,795

8,939

Income tax (benefit) expense

2,485

(1,520) 1,570

(2,321)Decrease (increase) in net income

$ 3,537

$ 3,064

$ 8,365

$ 6,618

Financial Outlook

At mid-January 2018 exchange rates, Merck anticipates full-year 2018 revenue to be between $41.2 billion and $42.7 billion , including an approximately1 percent positive impact from foreign exchange.

Represents the difference between calculated GAAP EPS and calculated non-GAAP EPS, which may be different than the amount calculated by dividing theimpact of the excluded items by the weighted-average shares for the period.

Includes the estimated tax impact on the reconciling items. In addition, amounts for fourth-quarter and full-year 2017 include a $2.6 billion provisional chargerelated to U.S. tax legislation. Amount for full year 2017 also includes a $234 million net benefit related to the settlement of certain federal income tax issues,as well as a benefit of $88 million related to the settlement of a state income tax issue.

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4

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Merck expects its full-year 2018 GAAP EPS to be between $2.97 and $3.12. Merck expects its full-year 2018 non-GAAP EPS to be between $4.08 and

$4.23, including an approximately 1 percent negative impact from foreign exchange. The non-GAAP range excludes acquisition- and divestiture-related costs andcosts related to restructuring programs.

The following table summarizes the company’s full year 2018 financial guidance.

GAAP

Non-GAAP

Revenue

$41.2 to $42.7 billion

$41.2 to $42.7 billion**

Operating expenses

Lower than 2017 by a high-single digit rate

Higher than 2017 by a low- to mid-single digit rate

Effective tax rate

19.0% to 20.0%

19.0% to 20.0%

EPS

$2.97 to $3.12

$4.08 to $4.23

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

The guidance for both GAAP and non-GAAP operating expenses reflects the adoption of new accounting guidance on Jan. 1, 2018, related to defined

benefit plans that requires a retroactive reclassification of certain components of net benefit cost/credit within the consolidated statement of income. There is noimpact to net income as a result of adopting the new guidance. See supplemental information on the Investors section of Merck’s website(http://investors.merck.com) for additional details on the 2017 reclassification.

A reconciliation of anticipated 2018 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 2018

GAAP EPS

$ 2.97 to $3.12

Difference

1 .11

Non-GAAP EPS that excludes items listed below

$4 .08 to $4.23

Acquisition- and divestiture-related costs

$3,200

Restructuring costs

500

Net decrease (increase) in income before taxes

3,700

Estimated income tax (benefit) expense

(715)Decrease (increase) in net income

$2,985

Capital Allocation

The recently enacted U.S. tax legislation improves Merck’s financial flexibility to invest in sustainable long-term value creating opportunities. In additionto the company’s ongoing investment in R&D, business development and continued support of the dividend, as well as share repurchases, the company also:

· Plans to invest approximately $12 billion over 5 years in capital projects including approximately $8 billion in the United States· Made a contribution to the Merck Foundation in the fourth quarter of 2017· Plans to provide a one-time, long-term incentive award for its eligible non-executive employees in the second quarter of 2018

Page 11

2

4

2

Total Employees

As of Dec. 31, 2017, Merck had approximately 69,000 employees worldwide. 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 athttp://investors.merck.com/events-and-presentations/default.aspx. Institutional investors and analysts can participate in the call by dialing (706) 758-9927 or (877)381-5782 and using ID code number 9899537. Members of the media are invited to monitor the call by dialing (706) 758-9928 or (800) 399-7917 and using IDcode number 9899537. 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 more than a century, Merck, a leading global biopharmaceutical company known as MSD outside of the United States and Canada, has been inventingfor life, bringing forward medicines and vaccines for many of the world’s most challenging diseases. Through our prescription medicines, vaccines, biologictherapies and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrateour commitment to increasing access to health care through far-reaching policies, programs and partnerships. Today, Merck continues to be at the forefront ofresearch to advance the prevention and treatment of diseases that threaten people and communities around the world - including cancer, cardio-metabolic diseases,emerging animal diseases, Alzheimer’s disease and infectious diseases including HIV and Ebola. For more information, visit www.merck.com and connect with uson Twitter, Facebook, 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 safeharbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of thecompany’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline products that the products willreceive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks oruncertainties 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 andcurrency exchange rate

Page 12

fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health carecost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtainingregulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of internationaleconomies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure tolitigation, 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 orotherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s2016 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 13

MERCK & CO., INC.

CONSOLIDATED STATEMENT OF INCOME - GAAP(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)Table 1

GAAP

GAAP

4Q17

4Q16

% Change

Full Year 2017

Full Year 2016

% Change

Sales

$ 10,433

$ 10,115

3% $ 40,122

$ 39,807

1% Costs, Expenses and Other


3,406

3,332

2% 12,775

13,891

-8%Marketing and administrative

2,580

2,593

-1% 9,830

9,762

1%Research and development

2,055

4,650

-56% 9,982

10,124

-1%Restructuring costs

306

265

15% 776

651

19%Other (income) expense, net

(19) 631

*

12

720

-98%Income (Loss) Before Taxes

2,105

(1,356) *

6,747

4,659

45%Income Tax Provision (Benefit)

2,969

(769)

4,155

718

Net (Loss) Income

(864) (587) 47% 2,592

3,941

-34%Less: Net Income Attributable toNoncontrolling Interests

8

7

24

21

Net (Loss) Income Attributable to Merck &Co., Inc.

$ (872) $ (594) 47% $ 2,568

$ 3,920

-34%(Loss) Earnings per Common Share AssumingDilution

$ (0.32) $ (0.22) 45% $ 0.93

$ 1.41

-34% Average Shares Outstanding AssumingDilution

2,715

2,755

2,748

2,787

Tax Rate

141.0% 56.7%

61.6% 15.4%

* 100% or greater Amounts include the impact of acquisition and divestiture-related costs, restructuring costs and certain other items. See accompanying tables for details.

Research and development expenses for full year 2017 include a $2.35 billion aggregate charge recorded in conjunction with the formation of a collaboration

with AstraZeneca. Represents separation and other related costs associated with restructuring activities under the company’s formal restructuring programs.

Other (income) expense, net in the fourth quarter and full year of 2016 includes a $625 million charge to settle worldwide patent litigation related to

KEYTRUDA. Because the company recorded a net loss in the fourth quarter of 2017 and 2016, 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. The effective income tax rates for the fourth quarter and full year of 2017 reflect the net unfavorable impact of a $2.6 billion provisional charge related to the

enactment of U.S. tax legislation. The effective income tax rate for the full year of 2017 also reflects the unfavorable impact of a $2.35 billion aggregate pretaxcharge recorded in conjunction with the formation of a collaboration with AstraZeneca for which no tax benefit has been recognized. Additionally, the effectiveincome tax rate for the full year of 2017 reflects the favorable impact of a net tax benefit of $234 million related to the settlement of certain federal income taxissues.

(1)

(1)

(1) (2)

(3)

(1) (4)

(1)

(5)

(5)

(6)

(1)

(2)

(3)

(4)

(5)

(6)

MERCK & CO., INC.

GAAP TO NON-GAAP RECONCILIATIONFOURTH QUARTER 2017

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)(UNAUDITED)

Table 2a

GAAP

Acquisition and Divestiture-Related

Costs

Restructuring Costs

Certain Other Items

Adjustment Subtotal

Non-GAAP


$ 3,406

737

17

754

$ 2,652


2,580

4

(1)

3

2,577


2,055

(5) —

(5) 2,060

Restructuring costs

306

306

306

—


(19) 1

(7) (6) (13)Income Before Taxes

2,105

(737) (322) 7

(1,052) 3,157

Income Tax Provision (Benefit)

2,969

(88) (50) 2,623 2,485

484

Net (Loss) Income

(864) (649) (272) (2,616) (3,537) 2,673

Net (Loss) Income Attributable toMerck & Co., Inc.

(872) (649) (272) (2,616) (3,537) 2,665

(Loss) Earnings per Common ShareAssuming Dilution

$ (0.32) (0.24) (0.10) (0.96) (1.30) $ 0.98

Tax Rate

141.0%

15.3% 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 ofunderlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the company’s results as itpermits investors to understand how management assesses performance. Management uses these measures internally for planning and forecasting purposes and tomeasure the performance of the company along with other metrics. Senior management’s annual compensation is derived in part using non-GAAP income and non-GAAP EPS. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. Amounts included in materials and production costs primarily reflect expenses for the amortization of intangible assets recognized as a result of business

acquisitions. Amounts included in marketing and administrative expenses reflect integration, transaction and certain other costs related to business acquisitions anddivestitures. Amounts included in research and development expenses primarily reflect a reduction of expenses related to a decrease in the estimated fair valuemeasurement of liabilities for contingent consideration. Amounts included in other (income) expense, net reflect goodwill and intangible asset impairment chargesrelated to a business in the Healthcare Services segment, largely offset by royalty income in connection with the termination of the Sanofi-Pasteur MSD jointventure. 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. Represents the estimated tax impact on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

Includes the estimated tax impact on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments, as well

as a $2.6 billion provisional charge related to the enactment of U.S. tax legislation.

(1) (2)

(3) (3) (4)

(1)

(2)

(3)

(4)

MERCK & CO., INC.

GAAP TO NON-GAAP RECONCILIATIONFULL YEAR 2017


Table 2b

GAAP

Acquisition and Divestiture-Related

Costs

Restructuring Costs

Certain Other Items

Adjustment Subtotal

Non-GAAP


$ 12,775

3,187

138

3,325

$ 9,450


9,830

44

2

46

9,784


9,982

284

11

2,350

2,645

7,337

Restructuring costs

776

776

776

—


12

19

(16) 3

9

Income Before Taxes

6,747

(3,534) (927) (2,334) (6,795) 13,542


4,155

(552) (182) 2,304 1,570

2,585

Net Income

2,592

(2,982) (745) (4,638) (8,365) 10,957

Net Income Attributable to Merck &Co., Inc.

2,568

(2,982) (745) (4,638) (8,365) 10,933

Earnings per Common ShareAssuming Dilution

$ 0.93

(1.09) (0.27) (1.69) (3.05) $ 3.98

Tax Rate

61.6%

19.1% 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 ofunderlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the company’s results as itpermits investors to understand how management assesses performance. Management uses these measures internally for planning and forecasting purposes and tomeasure the performance of the company along with other metrics. Senior management’s annual compensation is derived in part using non-GAAP income and non-GAAP EPS. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. Amounts included in materials and production costs primarily reflect $3.1 billion of expenses for the amortization of intangible assets recognized as a result of

business acquisitions, as well as $134 million of intangible asset impairment charges. Amounts included in marketing and administrative expenses reflectintegration, transaction and certain other costs related to business acquisitions and divestitures. Amounts included in research and development expenses reflect$257 million of in-process research and development (IPR&D) impairment charges and $27 million of expenses related to an increase in the estimated fair valuemeasurement of liabilities for contingent consideration. Amounts included in other (income) expense, net reflect goodwill and intangible asset impairment chargesrelated to a business in the Healthcare Services segment, as well as expenses related to changes in the estimated fair value measurement of liabilities for contingentconsideration, partially offset by royalty income in connection with the termination of the Sanofi-Pasteur MSD joint venture. 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. Amount included in research and development expenses represents an aggregate charge recorded in conjunction with the formation of a collaboration with

AstraZeneca. Represents the estimated tax impact on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

Includes the estimated tax impact on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments. Also

includes a $2.6 billion provisional charge related to the enactment of U.S. tax legislation, as well as a $234 million net tax benefit related to the settlement ofcertain federal income tax issues and an $88 million tax benefit related to the settlement of a state income tax issue.

(1) (2) (3)

(4) (4) (5)

(1)

(2)

(3)

(4)

(5)

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES(AMOUNTS IN MILLIONS)

Table 3

2017

2016

4Q

Full Year

1Q

2Q

3Q

4Q

Full Year

1Q

2Q

3Q

4Q

Full Year

Nom %

Ex-Exch %

Nom %

Ex-Exch %

TOTAL SALES

$ 9,434

$ 9,930

$ 10,325

$ 10,433

$ 40,122

$ 9,312

$ 9,844

$ 10,536

$ 10,115

$ 39,807

3

2

1

1

PHARMACEUTICAL

8,185

8,759

9,156

9,290

35,390

8,104

8,700

9,443

8,904

35,151

4

3

1

1

Primary Care and Women’sHealth

Cardiovascular

Zetia

334

367

320

323

1,344

612

702

671

575

2,560

-44

-45

-48

-47

Vytorin

241

182

142

186

751

277

293

273

299

1,141

-38

-41

-34

-35

Atozet

49

63

59

54

225

23

33

39

50

146

7

2

54

51

Adempas

84

67

70

79

300

33

40

48

49

169

63

60

78

77

Diabetes

Januvia

839

948

1,012

938

3,737

906

1,064

1,006

932

3,908

1

1

-4

-4

Janumet

496

563

513

586

2,158

506

569

548

577

2,201

2

-1

-2

-3

General Medicine & Women’sHealth

NuvaRing

160

199

214

188

761

175

200

195

207

777

-9

-10

-2

-3

Implanon / Nexplanon

170

178

155

183

686

134

164

148

160

606

14

13

13

13

Follistim AQ

81

79

72

66

298

94

73

101

87

355

-25

-27

-16

-16

Hospital and Specialty

Hepatitis

Zepatier

378

517

468

296

1,660

50

112

164

229

555

29

27

199

199

HIV

Isentress / Isentress HD

305

282

310

308

1,204

340

338

372

337

1,387

-9

-11

-13

-14

Hospital Acute Care

Bridion

148

163

185

209

704

90

113

139

139

482

50

49

46

46

Noxafil

141

155

162

179

636

145

143

147

161

595

11

8

7

7

Invanz

136

150

159

157

602

114

143

152

152

561

3

2

7

7

Cancidas

121

112

94

95

422

133

131

142

152

558

-37

-39

-24

-24

Cubicin

96

103

91

92

382

292

357

320

119

1,087

-22

-23

-65

-65

Primaxin

62

71

73

74

280

73

81

77

66

297

12

10

-6

-4

Immunology

Remicade

229

208

214

186

837

349

339

311

269

1,268

-31

-35

-34

-34

Simponi

184

199

219

217

819

188

199

193

186

766

17

10

7

6

Oncology

Keytruda

584

881

1,047

1,297

3,809

249

314

356

483

1,402

169

166

172

171

Emend

133

143

137

143

556

126

143

137

144

549

-1

-2

1

1

Temodar

66

65

68

73

271

66

73

78

67

283

10

11

-4

-4

Diversified Brands

Respiratory

Singulair

186

203

161

182

732

237

229

239

210

915

-13

-14

-20

-19

Nasonex

139

85

42

120

387

229

101

94

112

537

8

7

-28

-29

Dulera

82

69

59

77

287

113

121

97

105

436

-26

-27

-34

-34

Other

Cozaar / Hyzaar

112

119

128

125

484

126

132

131

121

511

3

2

-5

-4

Arcoxia

103

89

80

91

363

111

117

114

108

450

-16

-19

-19

-20

Fosamax

61

66

53

62

241

75

73

68

68

284

-9

-10

-15

-15

Vaccines

Gardasil / Gardasil 9

532

469

675

633

2,308

378

393

860

542

2,173

17

15

6

6

ProQuad / M-M-R II /Varivax

355

399

519

403

1,676

357

383

496

405

1,640

0

-1

2

2

Pneumovax 23

163

166

229

263

821

107

120

175

238

641

11

11

28

29

RotaTeq

224

123

179

160

686

188

130

171

162

652

-1

-2

5

5

Zostavax

154

160

234

121

668

125

149

190

221

685

-45

-46

-2

-3

Other Pharmaceutical

1,037

1,116

1,013

1,124

4,295

1,083

1,128

1,191

1,172

4,574

-4

-5

-6

-6

ANIMAL HEALTH

939

955

1,000

981

3,875

829

900

865

884

3,478

11

8

11

11

Other Revenues

310

216

169

162

857

379

244

228

327

1,178

-51

-27

-27

-13

* 200% or greater Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

Only select products are shown.

Vaccine sales in 2017 include sales in the European markets that were previously part of the Sanofi Pasteur MSD (SPMSD) joint venture that was terminated on December 31, 2016. Amounts for 2016 reflect supply sales to SPMSD.

Includes Pharmaceutical products not individually shown above. Other Vaccines sales included in Other Pharmaceutical were $88 million in the first quarter, $87 million in the second quarter, $89 million in the third quarter, and $123 million in the fourthquarter of 2017 and $103 million, $91 million, $135 million and $126 million for the first, second, third and fourth quarters of 2016, respectively.

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

(1)

(2)

(3)

(4)

(1)

(2)

(3)

(4)

Exhibit 99.2

MERCK & CO., INC.CONSOLIDATED STATEMENT OF INCOME - GAAP


Table 1a

2017

2016

% Change

1Q

2Q

3Q

4Q

Full Year

1Q

2Q

3Q

4Q

Full Year

4Q

Full Year

Sales

$ 9,434

$ 9,930

$ 10,325

$ 10,433

$ 40,122

$ 9,312

$ 9,844

$ 10,536

$ 10,115

$ 39,807

3% 1% Costs, Expenses and Other


3,015

3,080

3,274

3,406

12,775

3,572

3,578

3,409

3,332

13,891

2% -8%Marketing and administrative

2,411

2,438

2,401

2,580

9,830

2,318

2,458

2,393

2,593

9,762

-1% 1%Research and development

1,796

1,749

4,383

2,055

9,982

1,659

2,151

1,664

4,650

10,124

-56% -1%Restructuring costs

151

166

153

306

776

91

134

161

265

651

15% 19%Other (income) expense, net

58

58

(86) (19) 12

48

19

22

631

720

*

-98%Income (Loss) Before Taxes

2,003

2,439

200

2,105

6,747

1,624

1,504

2,887

(1,356) 4,659

*

45%Income Tax Provision (Benefit)

447

488

251

2,969

4,155

494

295

699

(769) 718

Net Income (Loss)

1,556

1,951

(51) (864) 2,592

1,130

1,209

2,188

(587) 3,941

47% -34%Less: Net Income Attributable to Noncontrolling

Interests

5

5

5

8

24

5

4

4

7

21

Net Income (Loss) Attributable to Merck & Co., Inc.

$ 1,551

$ 1,946

$ (56) $ (872) $ 2,568

$ 1,125

$ 1,205

$ 2,184

$ (594) $ 3,920

47% -34%Earnings (Loss) per Common Share Assuming

Dilution

$ 0.56

$ 0.71

$ (0.02) $ (0.32) $ 0.93

$ 0.40

$ 0.43

$ 0.78

$ (0.22) $ 1.41

45% -34% Average Shares Outstanding Assuming Dilution

2,766

2,752

2,727

2,715

2,748

2,795

2,789

2,786

2,755

2,787

Tax Rate

22.3% 20.0% 125.5% 141.0% 61.6% 30.4% 19.6% 24.2% 56.7% 15.4%

* 100% or greater Sum of quarterly amounts may not equal year-to-date amounts due to rounding. Because the company recorded a net loss in the third and fourth quarter of 2017 and fourth quarter of 2016, no potential dilutive common shares were used in the computations of loss per common share assuming dilution as the effects

would have been anti-dilutive.

(1)

(1)

(1)

MERCK & CO., INC.

GAAP TO NON-GAAP RECONCILIATION FOURTH QUARTER 2016

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES) (UNAUDITED)

Table 2c

Acquisition and

Divestiture-Related

Restructuring

Certain Other

Adjustment

GAAP

Costs

Costs

Items

Subtotal

Non-GAAP


$ 3,332

756

32

788

$ 2,544


2,593

22

4

26

2,567


4,650

2,897

9

2,906

1,744

Restructuring costs

265

265

265

—


631

35

564

599

32

(Loss) Income Before Taxes

(1,356) (3,710) (310) (564) (4,584) 3,228

Income Tax (Benefit) Provision

(769) (1,303) (60) (157) (1,520) 751

Net (Loss) Income

(587) (2,407) (250) (407) (3,064) 2,477

Net (Loss) Income Attributable toMerck & Co., Inc.

(594) (2,407) (250) (407) (3,064) 2,470

(Loss) Earnings per Common ShareAssuming Dilution

$ (0.22) (0.87) (0.09) (0.15) (1.11) $ 0.89

Tax Rate

56.7%

23.3% 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 ofunderlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the company’s results andpermits investors to understand how management assesses performance. Management uses these measures internally for planning and forecasting purposes and tomeasure the performance of the company along with other metrics. Senior management’s annual compensation is derived in part using non-GAAP income and non-GAAP EPS. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP.

Amounts included in materials and production costs reflect expenses for the amortization of intangible assets recognized as a result of business acquisitions.Amounts included in marketing and administrative expenses reflect integration, transaction and certain other costs related to business acquisitions and divestitures.Amounts included in research and development expenses reflect $3.3 billion of in-process research and development (IPR&D) impairment charges, partially offsetby a reduction of expenses of $432 million related to a decrease in the estimated fair value measurement of liabilities for contingent consideration. Amountincluded in other (income) expense, net represents a goodwill impairment charge related to a business within the Healthcare Services segment.

Amounts primarily include employee separation costs and accelerated depreciation associated with facilities to be closed or divested related to activities underthe company’s formal restructuring programs.

Primarily reflects a $625 million charge to settle worldwide patent litigation related to KEYTRUDA.

Represents the estimated tax impact on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

(1) (2) (3)

(4) (4) (4)

(1)

(2)

(3)

(4)

MERCK & CO., INC.

GAAP TO NON-GAAP RECONCILIATION FULL YEAR 2016

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES) (UNAUDITED)

Table 2d

Acquisition and

Divestiture-Related

Restructuring

Certain Other

Adjustment

GAAP

Costs

Costs

Items

Subtotal

Non-GAAP


$ 13,891

4,035

181

4,216

$ 9,675


9,762

78

95

173

9,589


10,124

3,152

142

3,294

6,830

Restructuring costs

651

651

651

—


720

47

558

605

115

Income Before Taxes

4,659

(7,312) (1,069) (558) (8,939) 13,598


718

(1,936) (229) (156) (2,321) 3,039

Net Income

3,941

(5,376) (840) (402) (6,618) 10,559

Net Income Attributable to Merck &Co., Inc.

3,920

(5,376) (840) (402) (6,618) 10,538

Earnings per Common ShareAssuming Dilution

$ 1.41

(1.93) (0.30) (0.14) (2.37) $ 3.78

Tax Rate

15.4%

22.3% 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 ofunderlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the company’s results andpermits investors to understand how management assesses performance. Management uses these measures internally for planning and forecasting purposes and tomeasure the performance of the company along with other metrics. Senior management’s annual compensation is derived in part using non-GAAP income and non-GAAP EPS. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP.

Amounts included in materials and production costs primarily reflect $3.7 billion of expenses for the amortization of intangible assets recognized as a result ofbusiness acquisitions, as well as $347 million of intangible asset impairment charges. Amounts included in marketing and administrative expenses reflectintegration, transaction and certain other costs related to business acquisitions and divestitures. Amounts included in research and development expenses reflect$3.6 billion of in-process research and development (IPR&D) impairment charges, partially offset by a reduction of expenses of $402 million related to a decreasein the estimated fair value measurement of liabilities for contingent consideration. Amounts included in other (income) expense, net represent goodwill impairmentcharges related to businesses within the Healthcare Services segment.

Amounts primarily include employee separation costs and accelerated depreciation associated with facilities to be closed or divested related to activities underthe company’s formal restructuring programs.

Primarily reflects a $625 million charge to settle worldwide patent litigation related to KEYTRUDA.

Represents the estimated tax impact on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

(1) (2) (3)

(4) (4) (4)

(1)

(2)

(3)

(4)

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES FOURTH QUARTER 2017

(AMOUNTS IN MILLIONS) Table 3a

Global

U.S.

International

4Q 2017

4Q 2016

% Change

4Q 2017

4Q 2016

% Change

4Q 2017

4Q 2016

% Change

TOTAL SALES

$ 10,433

$ 10,115

3

$ 4,328

$ 4,686

-8

$ 6,105

$ 5,429

12

PHARMACEUTICAL

9,290

8,904

4

3,967

4,282

-7

5,323

4,622

15

Primary Care and Women’sHealth

Cardiovascular

Zetia

323

575

-44

54

335

-84

269

240

12

Vytorin

186

299

-38

11

132

-92

176

167

5

Atozet

54

50

7

1

-97

54

49

9

Adempas

79

49

63

79

49

63

Diabetes

Januvia

938

932

1

508

538

-6

430

394

9

Janumet

586

577

2

223

259

-14

363

318

14

General Medicine & Women’sHealth

NuvaRing

188

207

-9

139

155

-10

49

52

-6


183

160

14

129

112

15

54

48

12

Follistim AQ

66

87

-25

19

36

-48

47

51

-9


Hepatitis

Zepatier

296

229

29

88

180

-51

208

49

*

HIV


308

337

-9

143

175

-19

165

162

2

Hospital Acute Care

Bridion

209

139

50

76

36

114

132

104

28

Noxafil

179

161

11

89

81

10

90

80

13

Invanz

157

152

3

93

90

4

64

63

2

Cancidas

95

152

-37

3

6

-48

92

146

-37

Cubicin

92

119

-22

40

82

-51

52

36

43

Primaxin

74

66

12

3

1

*

71

65

9

Immunology

Simponi

217

186

17

217

186

17

Remicade

186

269

-31

186

269

-31

Oncology

Keytruda

1,297

483

169

787

311

153

510

172

196

Emend

143

144

-1

85

90

-6

58

53

8

Temodar

73

67

10

12

6

101

62

61

1

Diversified Brands

Respiratory

Singulair

182

210

-13

12

11

15

170

199

-15

Nasonex

120

112

8

37

23

60

83

88

-6

Dulera

77

105

-26

70

99

-29

7

6

14

Other

Cozaar / Hyzaar

125

121

3

3

3

18

121

118

3

Arcoxia

91

108

-16

91

108

-16

Fosamax

62

68

-9

(1) 2

-138

62

65

-4

Vaccines


633

542

17

370

409

-9

262

134

96

ProQuad / M-M-R II /Varivax

403

405

316

308

2

88

97

-9

Pneumovax 23

263

238

11

189

180

5

74

57

28

RotaTeq

160

162

-1

104

126

-17

56

36

55

Zostavax

121

221

-45

66

155

-57

55

66

-17


1,124

1,172

-4

299

340

-12

826

834

-1

ANIMAL HEALTH

981

884

11

248

263

-6

733

620

18

Other Revenues

162

327

-51

113

141

-19

49

187

-74

* 200% or greater


(1)

(2)

(3)

(4)

(1)

Vaccine sales in 2017 include sales in the European markets that were previously part of the Sanofi Pasteur MSD (SPMSD) joint venture that was terminatedon December 31, 2016. Amounts for 2016 reflect supply sales to SPMSD.

Includes Pharmaceutical products not individually shown above. Other Vaccines sales included in Other Pharmaceutical were $123 million and $126 millionon a global basis for fourth quarter 2017 and 2016, respectively.

Other Revenues are comprised primarily of alliance revenue, third-party manufacturing sales and miscellaneous corporate revenues, including revenuehedging activities.

(2)

(3)

(4)

MERCK & CO., INC.

FRANCHISE / KEY PRODUCT SALES FULL YEAR 2017

(AMOUNTS IN MILLIONS) Table 3b

Global

U.S.

International

Full Year

Full Year

Full Year

Full Year

Full Year

Full Year

2017

2016

% Change

2017

2016

% Change

2017

2016

% Change

TOTAL SALES

$ 40,122

$ 39,807

1

$ 17,424

$ 18,478

-6

$ 22,698

$ 21,329

6

PHARMACEUTICAL

35,390

35,151

1

15,854

17,073

-7

19,536

18,077

8

Primary Care and Women’s Health

Cardiovascular

Zetia

1,344

2,560

-48

352

1,588

-78

992

972

2

Vytorin

751

1,141

-34

124

473

-74

627

668

-6

Atozet

225

146

54

1

-98

225

146

55

Adempas

300

169

78

300

169

78

Diabetes

Januvia

3,737

3,908

-4

2,153

2,286

-6

1,584

1,622

-2

Janumet

2,158

2,201

-2

863

984

-12

1,296

1,217

6

General Medicine & Women’s Health

NuvaRing

761

777

-2

564

576

-2

197

202

-2


686

606

13

496

420

18

191

186

2

Follistim AQ

298

355

-16

123

157

-22

174

197

-12


Hepatitis

Zepatier

1,660

555

199

771

488

58

888

67

*

HIV


1,204

1,387

-13

565

721

-22

639

666

-4

Hospital Acute Care

Bridion

704

482

46

239

77

*

465

405

15

Noxafil

636

595

7

309

284

9

327

312

5

Invanz

602

561

7

361

329

10

241

233

4

Cancidas

422

558

-24

20

25

-16

402

533

-25

Cubicin

382

1,087

-65

189

906

-79

193

181

7

Primaxin

280

297

-6

10

4

151

270

293

-8

Immunology

Remicade

837

1,268

-34

837

1,268

-34

Simponi

819

766

7

819

766

7

Oncology

Keytruda

3,809

1,402

172

2,309

792

192

1,500

610

146

Emend

556

549

1

342

356

-4

213

193

11

Temodar

271

283

-4

16

15

2

256

268

-4

Diversified Brands

Respiratory

Singulair

732

915

-20

40

40

692

874

-21

Nasonex

387

537

-28

54

184

-71

333

352

-5

Dulera

287

436

-34

261

412

-37

26

24

9

Other

Cozaar / Hyzaar

484

511

-5

18

16

10

466

494

-6

Arcoxia

363

450

-19

363

450

-19

Fosamax

241

284

-15

6

5

21

235

279

-16

Vaccines


2,308

2,173

6

1,565

1,780

-12

743

393

89

ProQuad / M-M-R II / Varivax

1,676

1,640

2

1,374

1,362

1

303

279

9

Pneumovax 23

821

641

28

581

447

30

240

193

24

RotaTeq

686

652

5

481

482

204

169

21

Zostavax

668

685

-2

422

518

-18

246

168

47


4,295

4,574

-6

1,246

1,345

-7

3,049

3,228

-6

ANIMAL HEALTH

3,875

3,478

11

1,090

989

10

2,785

2,489

12

Other Revenues

857

1,178

-27

480

416

15

377

763

-51

* 200% or greater


Vaccine sales in 2017 include sales in the European markets that were previously part of the Sanofi Pasteur MSD (SPMSD) joint venture that was terminated on December 31, 2016.Amounts for 2016 reflect supply sales to SPMSD.

Includes Pharmaceutical products not individually shown above. Other Vaccines sales included in Other Pharmaceutical were $388 million and $455 million on a global basis forDecember Full Year 2017 and 2016, respectively.

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

(1)

(2)

(3)

(4)

(1)

(2)

(3)

(4)

MERCK & CO., INC.

PHARMACEUTICAL GEOGRAPHIC SALES (AMOUNTS IN MILLIONS)

(UNAUDITED) Table 3c

2017

2016

% Change

% Change

1Q

2Q

3Q

4Q

Full Year

1Q

2Q

3Q

4Q

Full Year

4Q

Full Year

TOTAL PHARMACEUTICAL

$ 8,185

$ 8,759

$ 9,156

$ 9,290

$ 35,390

$ 8,104

$ 8,700

$ 9,443

$ 8,904

$ 35,151

4

1

United States

3,761

3,929

4,197

3,967

15,854

3,913

4,169

4,710

4,282

17,073

-7

-7

% Pharmaceutical Sales

45.9% 44.9% 45.8% 42.7% 44.8% 48.3% 47.9% 49.9% 48.1% 48.6%

Europe

1,977

2,082

2,174

2,290

8,522

1,914

1,997

1,935

1,843

7,689

24

11


24.2% 23.8% 23.7% 24.7% 24.1% 23.6% 23.0% 20.5% 20.7% 21.9%

Japan

688

818

756

780

3,043

620

673

812

659

2,764

18

10


8.4% 9.3% 8.3% 8.4% 8.6% 7.7% 7.7% 8.6% 7.4% 7.9%

Asia Pacific

889

946

994

1,054

3,883

806

890

914

912

3,522

16

10


10.9% 10.8% 10.9% 11.3% 11.0% 9.9% 10.2% 9.7% 10.2% 10.0%

China

328

353

377

439

1,497

337

353

350

333

1,374

32

9

Latin America

375

462

451

547

1,836

359

430

448

538

1,776

2

3


4.6% 5.3% 4.9% 5.9% 5.2% 4.4% 4.9% 4.7% 6.0% 5.1%

Eastern Europe/Middle East

Africa

255

314

349

397

1,314

272

314

364

429

1,379

-8

-5


3.1% 3.6% 3.8% 4.3% 3.7% 3.4% 3.6% 3.9% 4.8% 3.9%

Canada

182

171

193

193

739

147

170

184

180

682

7

8


2.2% 2.0% 2.1% 2.1% 2.1% 1.8% 2.0% 1.9% 2.0% 1.9%

Other

58

37

42

62

199

73

57

76

61

266

2

-25


0.7% 0.4% 0.5% 0.7% 0.6% 0.9% 0.7% 0.8% 0.7% 0.8%

Europe primarily represents all European Union countries and the European Union accession markets.

(1)

(1)

MERCK & CO., INC.

OTHER (INCOME) EXPENSE, NET - GAAP(AMOUNTS IN MILLIONS)

(UNAUDITED) Table 4

OTHER (INCOME) EXPENSE, NET

Full Year

Full Year

4Q17

4Q16

2017

2016

INTEREST INCOME

$ (101) $ (83) $ (385) $ (328)INTEREST EXPENSE

191

180

754

693

EXCHANGE (GAINS) LOSSES

(17) 95

(11) 174

EQUITY INCOME FROM AFFILIATES

(32) (27) (42) (86)Other, net

(60) 466

(304) 267

TOTAL

$ (19) $ 631

$ 12

$ 720

Other, net in the fourth quarter and full year of 2016 includes a $625 million charge to settle worldwide patent litigation related to KEYTRUDA.

(1)

(1)

MERCK & CO., INC.

EFFECTS OF ADOPTION OF NEW PENSION ACCOUNTING STANDARD(AMOUNTS IN MILLIONS)

(UNAUDITED)Table 5

The 2017 financial guidance for both GAAP and non-GAAP operating expenses reflects the adoption on January 1, 2018, of a new accounting standard related todefined benefit plans that requires the components of net benefit cost/credit (other than service costs) be presented in the statement of income outside of operatingexpenses. The new accounting standard requires that previously reported amounts be reclassified to conform to the new presentation. There is no impact to netincome as a result of adopting the new standard. The tables below provide details of the effects of adopting the standard for the full year of 2017 and by quarter aswill be presented in 2018 reporting.

GAAP

Non-GAAP

As Reported 2017

Reclass

As Recast 2017

As Reported 2017

Reclass

As Recast 2017

Full Year 2017


$ 12,775

$ 137

$ 12,912

$ 9,450

$ 137

$ 9,587


9,830

244

10,074

9,784

244

10,028


9,982

131

10,113

7,337

131

7,468

Restructuring costs

776

—

776

—

—

—


12

(512) (500) 9

(512) (503)

$ 33,375

$ —

$ 33,375

$ 26,580

$ —

$ 26,580

First Quarter 2017


$ 3,015

$ 34

$ 3,049

$ 2,097

$ 34

$ 2,131


2,411

61

2,472

2,390

61

2,451


1,796

34

1,830

1,785

34

1,819

Restructuring costs

151

—

151

—

—

—


58

(129) (71) 70

(129) (59)

$ 7,431

$ —

$ 7,431

$ 6,342

$ —

$ 6,342

Second Quarter 2017


$ 3,080

$ 36

$ 3,116

$ 2,220

$ 36

$ 2,256


2,438

62

2,500

2,427

62

2,489


1,749

33

1,782

1,733

33

1,766

Restructuring costs

166

—

166

—

—

—


58

(131) (73) 19

(131) (112)

$ 7,491

$ —

$ 7,491

$ 6,399

$ —

$ 6,399

Third Quarter 2017


$ 3,274

$ 33

$ 3,307

$ 2,481

$ 33

$ 2,514


2,401

58

2,459

2,390

58

2,448


4,383

30

4,413

1,760

30

1,790

Restructuring costs

153

—

153

—

—

—


(86) (121) (207) (68) (121) (189)

$ 10,125

$ —

$ 10,125

$ 6,563

$ —

$ 6,563

Fourth Quarter 2017


$ 3,406

$ 34

$ 3,440

$ 2,652

$ 34

$ 2,686


2,580

63

2,643

2,577

63

2,640


2,055

33

2,088

2,060

33

2,093

Restructuring costs

306

—

306

—

—

—


(19) (130) (149) (13) (130) (143)

$ 8,328

$ —

$ 8,328

$ 7,276

$ —

$ 7,276

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