5 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Sales $ 15,806 $ 16,112 $ 31,335 $ 31,887
5 unchanged sentences
Other (income) expense, net ( 7 ) 42 ( 43 ) 12
+Added: 10,807 10,106 20,433 20,212
Income Before Taxes
+Added: 4,999 6,006 10,902 11,675
Taxes on Income
+Added: 571 545 1,388 1,447
+Added: 4,428 5,461 9,514 10,228
Net Income Attributable to Noncontrolling Interests 1 6 8 11
12 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Net Income Attributable to Merck & Co., Inc.
2 unchanged sentences
Net unrealized (loss) gain on derivatives, net of reclassifications
−Removed: Benefit plan net (loss) gain and prior service (cost) credit, net of amortization
+Added: ( 410 ) 67 ( 627 ) 197
+Added: Benefit plan net loss and prior service cost, net of amortization
+Added: ( 8 ) ( 10 ) ( 26 ) ( 15 )
Cumulative translation adjustment ( 38 ) ( 144 ) 177 ( 382 )
7 unchanged sentences
(Unaudited, $ in millions except per share amounts)
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Current Assets
49 unchanged sentences
(Unaudited, $ in millions)
−Removed: Three Months Ended
+Added: Six Months Ended
Cash Flows from Operating Activities
8 unchanged sentences
Share-based compensation 411 379
+Added: Other 444 174
Net changes in assets and liabilities ( 5,971 ) ( 4,394 )
8 unchanged sentences
Cash Flows from Financing Activities
+Added: Net change in short-term borrowings
+Added: Proceeds from issuance of debt
Payments on debt ( 2,500 ) ( 751 )
6 unchanged sentences
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 530 ( 220 )
−Removed: Net Decrease in Cash, Cash Equivalents and Restricted Cash
+Added: Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash
( 5,245 ) 4,464
2 unchanged sentences
Cash, Cash Equivalents and Restricted Cash at End of Period (includes restricted cash of $ 66
−Removed: and $ 92 at March 31, 2025 and 2024, respectively, included in Other current assets )
+Added: and $ 69 at June 30, 2025 and 2024, respectively, included in Other current assets )
$ 8,073 $ 11,373
12 unchanged sentences
The guidance also includes other amendments to improve the effectiveness of income tax disclosures by removing certain previously required disclosures.
−Removed: The guidance is effective for 2025 annual reporting.
−Removed: The guidance will result in incremental disclosures within the footnotes to the Company’s financial statements.
+Added: The guidance is effective for 2025 annual reporting and will result in incremental disclosures within the footnotes to the Company’s financial statements.
In November 2024, the FASB issued guidance intended to improve financial reporting by requiring entities to disclose additional information about specific expense categories at interim and annual reporting periods.
11 unchanged sentences
2025 Transactions
−Removed: In March 2025, Merck and Jiangsu Hengrui Pharmaceuticals Co., Ltd.
−Removed: (Hengrui Pharma) announced that the companies have entered into an exclusive license agreement for HRS-5346, an investigational oral small molecule Lipoprotein(a) inhibitor, which is currently being evaluated in a Phase 2 clinical trial in China.
−Removed: Under the agreement, Hengrui Pharma granted Merck exclusive rights to develop, manufacture and commercialize HRS-5346 worldwide, excluding the Greater China region.
−Removed: Hengrui Pharma will receive an upfront payment of $ 200 million and is eligible to receive future contingent developmental milestone payments of up to $ 92.5 million, regulatory milestone payments of up to $ 177.5 million and sales-based milestone payments of up to $ 1.5 billion, as well as tiered royalties ranging from a mid-single-digit rate to a low-double digit rate on future net sales of HRS-5346, if approved.
−Removed: Closing of the proposed transaction is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.
−Removed: Merck expects to record a pretax charge of $ 200 million to Research and development expenses upon closing, which is anticipated in the second quarter of 2025.
−Removed: Also in March 2025, Merck acquired the Dundalk, Ireland facility of WuXi Vaccines (a wholly owned subsidiary of WuXi Biologics), which was accounted for as an asset acquisition.
+Added: In July 2025, Merck entered into a definitive agreement to acquire Verona Pharma plc (Verona Pharma), a biopharmaceutical company focused on respiratory diseases, for $ 107 per American Depository Share (each of which represents eight Verona Pharma ordinary shares) for a total transaction value of approximately $ 10 billion.
+Added: Through this acquisition, Merck will acquire Ohtuvayre (ensifentrine), a first-in-class selective dual inhibitor of phosphodiesterases 3 and 4 (PDE3 and PDE4), which was approved in the U.S.
+Added: in June 2024 for the maintenance treatment of chronic obstructive pulmonary disease (COPD) in adult patients and is also being evaluated in clinical trials for the treatment of non-cystic fibrosis bronchiectasis.
+Added: Closing of the acquisition is expected in the fourth quarter of 2025, but is subject to certain conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act, approval of Verona Pharma’s shareholders, sanction by the High Court of Justice of England and Wales and other customary conditions.
+Added: If the proposed transaction closes, the Company expects to capitalize most of the purchase price as an intangible asset for Ohtuvayre.
+Added: In May 2025, Merck and Jiangsu Hengrui Pharmaceuticals Co., Ltd.
+Added: (Hengrui Pharma) closed an exclusive license agreement for MK-7262 (HRS-5346), an investigational oral small molecule Lipoprotein(a) inhibitor, which is currently being evaluated in a Phase 2 clinical trial in China.
+Added: Under the agreement, Hengrui Pharma granted Merck exclusive rights to develop, manufacture and commercialize MK-7262 (HRS-5346) worldwide, excluding the Greater China region.
+Added: The agreement provides for an upfront payment of $ 200 million, which was recorded as a charge to Research and development expenses in the second quarter of 2025.
+Added: Hengrui Pharma is also eligible to receive future contingent developmental milestone payments of up to $ 92.5 million, regulatory milestone payments of up to $ 177.5 million and sales-based milestone payments of up to $ 1.5 billion, as well as tiered royalties ranging from a mid-single-digit rate to a low-double-digit rate on future net sales of MK-7262 (HRS-5346), if approved.
+Added: In March 2025, Merck acquired the Dundalk, Ireland facility of WuXi Vaccines (a wholly owned subsidiary of WuXi Biologics), which was accounted for as an asset acquisition.
Merck paid $ 437 million at closing which, combined with previous consideration transferred under a prior manufacturing arrangement with WuXi Vaccines related to this facility, resulted in $ 759 million being recorded as assets under construction within Property, Plant and Equipment .
There are no future contingent payments associated with the acquisition.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
2024 Transactions
1 unchanged sentence
(Harpoon), a clinical-stage immunotherapy company developing a novel class of T-cell engagers designed to harness the power of the body’s immune system to treat patients suffering from cancer and other diseases, for $ 765 million and also incurred $ 56 million of transaction costs.
−Removed: Harpoon’s lead candidate, MK-6070 (formerly HPN328), is a T-cell engager targeting delta-like ligand 3 (DLL3), an inhibitory canonical Notch ligand that is expressed at high levels in small-cell lung cancer and neuroendocrine tumors.
−Removed: The transaction was accounted for as an asset acquisition since MK-6070 represented substantially all of the fair value of the gross assets acquired (excluding cash and deferred income taxes).
−Removed: Merck recorded net assets of $ 165 million, as well as a charge of $ 656 million to Research and development expenses in the first three months of 2024 related to the transaction.
−Removed: There are no future contingent payments
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: associated with the acquisition.
−Removed: In August 2024, Merck and Daiichi Sankyo expanded their existing global co-development and co-commercialization agreement to include MK-6070.
+Added: Harpoon’s lead candidate, gocatamig (MK-6070, formerly HPN328), is a T-cell engager targeting delta-like ligand 3 (DLL3), an inhibitory canonical Notch ligand that is expressed at high levels in small-cell lung cancer and neuroendocrine tumors.
+Added: The transaction was accounted for as an asset acquisition since gocatamig represented substantially all of the fair value of the gross assets acquired (excluding cash and deferred income taxes).
+Added: Merck recorded net assets of $ 165 million, as well as a charge of $ 656 million to Research and development expenses in the first six months of 2024 related to the transaction.
+Added: There are no future contingent payments associated with the acquisition.
+Added: In August 2024, Merck and Daiichi Sankyo expanded their existing global co-development and co-commercialization agreement to include gocatamig.
See Note 3 for more information on Merck’s collaboration with Daiichi Sankyo.
14 unchanged sentences
In addition, the agreement provides for contingent payments from Merck to AstraZeneca related to the successful achievement of sales-based and regulatory milestones.
−Removed: In the first quarter of 2025, Merck made sales-based milestone payments aggregating $ 700 million to AstraZeneca of which $ 600 million related to Lynparza and $ 100 million related to Koselugo (both of which had been previously accrued for).
+Added: In the first six months of 2025, Merck made sales-based milestone payments aggregating $ 700 million to AstraZeneca of which $ 600 million related to Lynparza and $ 100 million related to Koselugo (both of which had been previously accrued for).
Potential future sales-based milestone payments of $ 2.0 billion have not yet been accrued as they are not deemed by the Company to be probable at this time.
−Removed: Lynparza received a regulatory approval triggering a capitalized milestone payment from Merck to AstraZeneca of $ 245 million in the first quarter of 2024 (which had been previously accrued for).
+Added: Lynparza received a regulatory approval triggering a capitalized milestone payment from Merck to AstraZeneca of $ 245 million in the first six months of 2024 (which had been previously accrued for).
The partners have agreed that no future regulatory milestone payments from Merck to AstraZeneca are likely under the agreement.
−Removed: The intangible asset balances related to Lynparza and Koselugo (which reflect the capitalized sales-based and regulatory milestone payments attributed to each product) were $ 1.1 billion and $ 48 million, respectively, at March 31, 2025 and are included in Other Intangibles, Net .
+Added: The intangible asset balances related to Lynparza and Koselugo (which reflect the capitalized sales-based and regulatory milestone payments attributed to each product) were $ 1.0 billion and $ 44 million, respectively, at June 30, 2025 and are included in Other Intangibles, Net .
The assets are being amortized over their estimated useful lives (through 2028 for Lynparza and through 2029 for Koselugo) as supported by projected future cash flows, subject to impairment testing.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Summarized financial information related to this collaboration is as follows:
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
3 unchanged sentences
Cost of sales (1)
+Added: 86 82 169 163
Selling, general and administrative 40 43 72 82
Research and development 16 18 28 38
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: ($ in millions) June 30, 2025 December 31, 2024
Receivables from AstraZeneca included in Other current assets
6 unchanged sentences
Under the agreement, Merck and Eisai are developing and commercializing Lenvima jointly, both as monotherapy and in combination with Keytruda .
−Removed: Eisai records Lenvima product sales globally (Eisai is the principal on Lenvima sales transactions) and Merck and
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: Eisai share applicable profits equally.
+Added: Eisai records Lenvima product sales globally (Eisai is the principal on Lenvima sales transactions) and Merck and Eisai share applicable profits equally.
Merck records its share of Lenvima product sales, net of cost of sales and commercialization costs, as alliance revenue.
3 unchanged sentences
In addition, the agreement provides for contingent payments from Merck to Eisai related to the successful achievement of sales-based and regulatory milestones.
−Removed: In the second quarter of 2024, Merck made a $ 125 million sales-based milestone payment to Eisai (which had been previously accrued for).
+Added: In the first six months of 2024, Merck made a $ 125 million sales-based milestone payment to Eisai (which had been previously accrued for).
Potential future sales-based milestone payments of $ 2.3 billion have not yet been accrued as they are not deemed by the Company to be probable at this time.
There are no regulatory milestone payments remaining under the agreement.
−Removed: The intangible asset balance related to Lenvima (which includes capitalized sales-based and regulatory milestone payments) was $ 382 million at March 31, 2025 and is included in Other Intangibles, Net .
+Added: The intangible asset balance related to Lenvima (which includes capitalized sales-based and regulatory milestone payments) was $ 321 million at June 30, 2025 and is included in Other Intangibles, Net .
The amount is being amortized over its estimated useful life through 2026 as supported by projected future cash flows, subject to impairment testing.
1 unchanged sentence
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
1 unchanged sentence
Cost of sales (1)
+Added: 60 60 121 121
Selling, general and administrative 35 41 66 80
Research and development 3 6 7 13
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: ($ in millions) June 30, 2025 December 31, 2024
Receivables from Eisai included in Other current assets
7 unchanged sentences
Merck records sales of Adempas and Verquvo in its marketing territories, as well as alliance revenue.
−Removed: Alliance revenue represents Merck’s share of profits from sales of Adempas and Verquvo in Bayer’s marketing territories, which are product sales net of cost of sales and commercialization costs.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: revenue represents Merck’s share of profits from sales of Adempas and Verquvo in Bayer’s marketing territories, which are product sales net of cost of sales and commercialization costs.
Cost of sales includes Bayer’s share of profits from sales in Merck’s marketing territories.
1 unchanged sentence
There are no sales-based milestone payments remaining under this collaboration.
−Removed: The intangible asset balances related to Adempas (which includes the acquired intangible asset balance, as well as capitalized sales-based milestone payments attributed to Adempas) and Verquvo (which reflects the portion of the final sales-based milestone payment that was attributed to Verquvo) were $ 353 million and $ 42 million, respectively, at March 31, 2025 and are included in Other Intangibles, Net .
+Added: The intangible asset balances related to Adempas (which includes the acquired intangible asset balance, as well as capitalized sales-based milestone payments attributed to Adempas) and Verquvo (which reflects the portion of the final sales-based milestone payment that was attributed to Verquvo) were $ 348 million and $ 43 million, respectively, at June 30, 2025 and are included in Other Intangibles, Net .
The assets are being amortized over their estimated useful lives (through 2027 for Adempas and through 2031 for Verquvo) as supported by projected future cash flows, subject to impairment testing.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Summarized financial information related to this collaboration is as follows:
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
4 unchanged sentences
Cost of sales (1)
+Added: 61 61 120 123
Selling, general and administrative 29 26 58 59
Research and development 20 28 43 55
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: ($ in millions) June 30, 2025 December 31, 2024
Receivables from Bayer included in Other current assets
12 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
Net sales of Lagevrio recorded by Merck
+Added: $ 83 $ 110 $ 185 $ 460
Cost of sales (1)
1 unchanged sentence
Research and development
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: ($ in millions) June 30, 2025 December 31, 2024
Payables to Ridgeback included in Accrued and other current liabilities (2)
1 unchanged sentence
(2) Includes accrued royalties.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Daiichi Sankyo
−Removed: In October 2023, Merck and Daiichi Sankyo entered into a global development and commercialization agreement for three of Daiichi Sankyo’s DXd antibody drug conjugate (ADC) candidates:
+Added: In 2023, Merck and Daiichi Sankyo entered into a global development and commercialization agreement for three of Daiichi Sankyo’s DXd antibody drug conjugate (ADC) candidates:
patritumab deruxtecan (HER3-DXd) (MK-1022), ifinatamab deruxtecan (I-DXd) (MK-2400) and raludotatug deruxtecan (R-DXd) (MK-5909).
5 unchanged sentences
In addition, the agreement provided for a continuation payment of $ 750 million related to patritumab deruxtecan, which Merck paid in October 2024, and a continuation payment of $ 750 million related to raludotatug deruxtecan due from Merck in October 2025.
−Removed: If Merck does not make the remaining continuation payment for raludotatug deruxtecan, the rights for that program will revert to Daiichi
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: Sankyo and the non-refundable upfront payments already paid will be retained by Daiichi Sankyo.
+Added: If Merck does not make the remaining continuation payment for raludotatug deruxtecan, the rights for that program will revert to Daiichi Sankyo and the non-refundable upfront payments already paid will be retained by Daiichi Sankyo.
The agreement also provides for contingent payments from Merck to Daiichi Sankyo of up to an additional $ 5.5 billion for each DXd ADC upon the successful achievement of certain sales-based milestones.
4 unchanged sentences
Merck will record its share of product sales, net of cost of sales and commercialization costs, as alliance revenue.
−Removed: In August 2024, Merck and Daiichi Sankyo expanded their agreement to include MK-6070, an investigational delta-like ligand 3 (DLL3) targeting T-cell engager, which Merck obtained through its acquisition of Harpoon (see Note 2).
−Removed: The companies are planning to evaluate MK-6070 in combination with ifinatamab deruxtecan in certain patients with small-cell-lung cancer, as well as other potential combinations.
+Added: In August 2024, Merck and Daiichi Sankyo expanded their agreement to include gocatamig (MK-6070), an investigational delta-like ligand 3 (DLL3) targeting T-cell engager, which Merck obtained through its acquisition of Harpoon (see Note 2).
+Added: The companies are planning to evaluate gocatamig in combination with ifinatamab deruxtecan in certain patients with small-cell-lung cancer, as well as other potential combinations.
Merck received an upfront cash payment of $ 170 million from Daiichi Sankyo (recorded within Other (income) expense, net) and has also satisfied a contingent quid obligation from the original collaboration agreement.
−Removed: The companies will jointly develop and commercialize MK-6070 worldwide and share research and development, as well as commercialization expenses.
−Removed: Research and development expenses related to MK-6070 in combination with ifinatamab deruxtecan will be shared in a manner consistent with the original agreement for ifinatamab deruxtecan.
−Removed: Merck will be solely responsible for manufacturing and supply of MK-6070.
−Removed: If approved, Merck will generally record sales for MK-6070 worldwide (Merck will be the principal on sales transactions) and the companies will equally share expenses as well as profits worldwide, except for Japan where Merck retains exclusive rights and Daiichi Sankyo will receive a 5 % sales-based royalty.
+Added: The companies will jointly develop and commercialize gocatamig worldwide and share research and development, as well as commercialization expenses.
+Added: Research and development expenses related to gocatamig in combination with ifinatamab deruxtecan will be shared in a manner consistent with the original agreement for ifinatamab deruxtecan.
+Added: Merck will be solely responsible for manufacturing and supply of gocatamig.
+Added: If approved, Merck will generally record sales for gocatamig worldwide (Merck will be the principal on sales transactions) and the companies will equally share expenses as well as profits worldwide, except for Japan where Merck retains exclusive rights and Daiichi Sankyo will receive a 5 % sales-based royalty.
Summarized financial information related to this collaboration is as follows:
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
1 unchanged sentence
Research and development
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: 193 65 321 133
+Added: ($ in millions) June 30, 2025 December 31, 2024
Receivables from Daiichi Sankyo included in Other current assets
7 unchanged sentences
Any reimbursements received from Moderna for research and development expenses are recognized as reductions to Research and development costs.
−Removed: Merck has also capitalized certain of the shared costs, mainly related to facility costs, which aggregated $ 228 million at March 31, 2025 and will be amortized over the assets’ estimated useful lives.
+Added: Merck has also capitalized certain of the shared costs, mainly related to facility costs, which aggregated $ 232 million at June 30, 2025 and will be amortized over the assets’ estimated useful lives.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Summarized financial information related to this collaboration is as follows:
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
1 unchanged sentence
Research and development
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: 90 93 176 162
+Added: ($ in millions) June 30, 2025 December 31, 2024
Payables to Moderna included in Accrued and other current liabilities
3 unchanged sentences
BMS is the principal on sales transactions for Reblozyl;
−Removed: however, Merck co-promotes Reblozyl (and may co-promote any future products approved under this collaboration) in North America, which is
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: reimbursed by BMS.
+Added: however, Merck co-promotes Reblozyl (and may co-promote any future products approved under this collaboration) in North America, which is reimbursed by BMS.
Merck receives tiered royalties ranging from 20 % to 24 % based on sales levels.
1 unchanged sentence
Additionally, Merck is eligible to receive future contingent sales-based milestone payments of up to $ 80 million.
−Removed: Alliance revenue related to this collaboration, consisting of royalties (recorded within Sales ) was $ 119 million and $ 71 million in the first quarter of 2025 and 2024, respectively.
+Added: Alliance revenue related to this collaboration, consisting of royalties (recorded within Sales ), was $ 107 million and $ 226 million in the second quarter and first six months of 2025, respectively, compared with $ 90 million and $ 161 million in the second quarter and first six months of 2024, respectively.
Restructuring
+Added: In July 2025, the Company approved a new restructuring program (2025 Restructuring Program) designed to position the Company for its next chapter of growth and to successfully advance its pipeline and launch new products across multiple therapeutic areas.
+Added: As part of this program, the Company expects to eliminate certain positions in sales and administrative organizations, as well as research and development.
+Added: The Company will, however, continue to hire employees into new roles across all strategic growth areas of the business.
+Added: In addition, the Company will reduce its global real estate footprint and continue to optimize its manufacturing network, aligning the geography of its global manufacturing footprint to its customers and reflecting changes in the Company’s business.
+Added: Most actions contemplated under the 2025 Restructuring Program are expected to be largely completed by the end of 2027, with the exception of certain manufacturing actions, which are expected to be substantially completed by the end of 2029.
+Added: The cumulative pretax costs to be incurred by the Company to implement the program are estimated to be approximately $ 3.0 billion, of which approximately 60 % will be cash, relating primarily to employee separation expense and contractual termination costs.
+Added: The remainder of the costs will be non-cash, relating primarily to the accelerated depreciation of facilities.
+Added: The Company recorded total pretax costs of $ 649 million in the second quarter of 2025 related to the 2025 Restructuring Program.
In January 2024, the Company approved a restructuring program (2024 Restructuring Program) intended to continue the optimization of the Company’s Human Health global manufacturing network as the future pipeline shifts to new modalities and also optimize the Animal Health global manufacturing network to improve supply reliability and increase efficiency.
2 unchanged sentences
The remainder of the costs will result in cash outlays, relating primarily to facility shut-down costs.
−Removed: The Company recorded total pretax costs of $ 105 million and $ 246 million in the first quarter of 2025 and 2024, respectively, related to the 2024 Restructuring Program.
−Removed: Since inception of the 2024 Restructuring Program through March 31, 2025, Merck has incurred total cumulative pretax costs of $ 1.2 billion.
+Added: The Company recorded total pretax costs of $ 130 million and $ 177 million in the second quarter of 2025 and 2024, respectively, and $ 235 million and $ 422 million in the first six months of 2025 and 2024, respectively, related to the 2024 Restructuring Program.
+Added: Since inception of the 2024 Restructuring Program through June 30, 2025, Merck has incurred total cumulative pretax costs of $ 1.3 billion.
For segment reporting, restructuring charges are unallocated expenses.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
The following tables summarize the charges related to restructuring program activities by type of cost:
−Removed: Three Months Ended March 31, 2025
+Added: Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
($ in millions) Accelerated Depreciation
1 unchanged sentence
Other Exit Costs
+Added: Total Accelerated
+Added: Separation Costs
+Added: Other Exit Costs
+Added: 2025 Restructuring Program
Cost of sales $ — $ — $ 100 $ 100 $ — $ — $ 100 $ 100
+Added: Research and development — — 53 53 — — 53 53
Restructuring costs — 481 15 496 — 481 15 496
— 481 168 649 — 481 168 649
−Removed: Three Months Ended March 31, 2024
+Added: 2024 Restructuring Program
+Added: Cost of sales 55 — 10 65 96 — 5 101
+Added: Selling, general and administrative — — 1 1 — — 1 1
+Added: Restructuring costs — 6 58 64 — 7 126 133
+Added: 55 6 69 130 96 7 132 235
+Added: $ 55 $ 487 $ 237 $ 779 $ 96 $ 488 $ 300 $ 884
+Added: Three Months Ended June 30, 2024 Six Months Ended June 30, 2024
($ in millions) Accelerated Depreciation
1 unchanged sentence
Other Exit Costs
+Added: Total Accelerated
+Added: Separation Costs
+Added: Other Exit Costs
+Added: 2024 Restructuring Program
Cost of sales $ 66 $ — $ — $ 66 $ 131 $ — $ 51 $ 182
3 unchanged sentences
$ 66 $ 19 $ 92 $ 177 $ 131 $ 111 $ 180 $ 422
−Removed: Accelerated depreciation costs primarily relate to manufacturing, research and administrative facilities and equipment to be sold or closed as part of the programs.
+Added: Accelerated depreciation costs primarily relate to manufacturing, research and administrative facilities to be fully or partially closed or divested and equipment to be disposed of as part of the programs.
Accelerated depreciation costs represent the difference between the depreciation expense to be recognized over the revised useful life of the asset, based upon the anticipated date the site will be closed or divested or the equipment disposed of, and depreciation expense as determined utilizing the useful life prior to the restructuring actions.
2 unchanged sentences
Separation costs are associated with actual headcount reductions, as well as involuntary headcount reductions which were probable and could be reasonably estimated.
−Removed: Other exit costs in 2025 and 2024 include asset impairment, facility shut-down and other related costs, as well as pretax gains and losses resulting from the sales of facilities and related assets.
+Added: Other exit costs in 2025 and 2024 include asset impairment, facility shut-down, contractual termination, and other related costs, as well as pretax gains and losses resulting from the sales of facilities and related assets.
Additionally, other activity includes certain employee-related costs associated with pension and other postretirement benefit plans (see Note 9) and share-based compensation.
−Removed: The following table summarizes the charges and spending relating to restructuring program activities for the three months ended March 31, 2025:
+Added: The following table summarizes the charges and spending related to restructuring program activities for the six months ended June 30, 2025:
($ in millions) Accelerated Depreciation
Other Exit Costs
+Added: 2025 Restructuring Program
Restructuring reserves January 1, 2025 $ — $ — $ — $ —
— 481 168 649
+Added: Non-cash activity — — ( 53 ) ( 53 )
+Added: Restructuring reserves June 30, 2025 $ — $ 481 $ 115 $ 596
+Added: 2024 Restructuring Program
+Added: Restructuring reserves January 1, 2025
+Added: $ — $ 564 $ — $ 564
Expenses 96 7 132 235
1 unchanged sentence
Non-cash activity ( 96 ) — ( 6 ) ( 102 )
−Removed: Restructuring reserves March 31, 2025
+Added: Restructuring reserves June 30, 2025
$ — $ 548 $ — $ 548
16 unchanged sentences
For derivatives that are designated as cash flow hedges, the unrealized gains or losses on these contracts are recorded in Accumulated Other Comprehensive Loss ( AOCL) and reclassified into Sales when the hedged anticipated revenue is recognized.
−Removed: The amount reclassified into earnings as a result of the discontinuation of cash flow hedges because it was no longer deemed probable the forecasted hedged transactions would occur was not material for the first quarter of 2025 or 2024.
+Added: The amount reclassified into earnings as a result of the discontinuation of cash flow hedges because it was no longer deemed probable the forecasted hedged transactions would occur was not material for the second quarter or first six months of either 2025 or 2024.
For those derivatives which are not designated as cash flow hedges, but serve as economic hedges of forecasted sales, unrealized gains or losses are recorded in Sales each period.
23 unchanged sentences
Amount of Pretax Gain Recognized in Other (income) expense, net for Amounts Excluded from Effectiveness Testing
−Removed: Three Months Ended March 31, Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2025 2024 2025 2024 2025 2024 2025 2024
6 unchanged sentences
The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal at risk.
−Removed: At March 31, 2025, the Company was a party to seven pay-floating, receive-fixed interest rate swap contracts designated as fair value hedges of a portion of fixed-rate notes as detailed in the table below.
−Removed: March 31, 2025
+Added: At June 30, 2025, the Company was a party to seven pay-floating, receive-fixed interest rate swap contracts designated as fair value hedges of a portion of fixed-rate notes as detailed in the table below.
+Added: June 30, 2025
($ in millions)
8 unchanged sentences
The cash flows from these contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows.
+Added: In August 2025, the Company entered into several forward starting swaps, each with a notional amount of $ 250 million.
The table below presents the location of amounts recorded in the Condensed Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges:
2 unchanged sentences
($ in millions)
−Removed: March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024
Balance Sheet Caption
2 unchanged sentences
Presented in the table below is the fair value of derivatives on a gross basis segregated between those derivatives that are designated as hedging instruments and those that are not designated as hedging instruments:
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Fair Value of Derivative U.S.
11 unchanged sentences
Foreign exchange contracts Other current assets $ 417 $ — $ 15,819 $ 323 $ — $ 12,544
+Added: Foreign exchange contracts Other Assets 1 — 475 — — —
Foreign exchange contracts Accrued and other current liabilities — 405 12,522 — 343 13,551
+Added: Foreign exchange contracts Other Noncurrent Liabilities — 1 475 — — —
$ 418 $ 406 $ 29,291 $ 323 $ 343 $ 26,095
$ 546 $ 855 $ 44,694 $ 729 $ 345 $ 38,560
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
As noted above, the Company records its derivatives on a gross basis in the Condensed Consolidated Balance Sheet.
The Company has master netting agreements with several of its financial institution counterparties (see Concentrations of Credit Risk below).
−Removed: The following table provides information on the Company’s derivative positions subject to these master
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral exchanged per the master agreements and related credit support annexes:
−Removed: March 31, 2025 December 31, 2024
+Added: The following table provides information on the Company’s derivative positions subject to these master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral exchanged per the master agreements and related credit support annexes:
+Added: June 30, 2025 December 31, 2024
($ in millions) Asset Liability Asset Liability
1 unchanged sentence
Gross amounts subject to offset in master netting arrangements not offset in the condensed consolidated balance sheet ( 445 ) ( 445 ) ( 299 ) ( 299 )
−Removed: Cash collateral received
+Added: Cash collateral received/posted
( 4 ) ( 97 ) ( 165 ) —
1 unchanged sentence
The table below provides information regarding the location and amount of pretax gains and losses of derivatives designated in fair value or cash flow hedging relationships:
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
1 unchanged sentence
Hedges are Recorded Sales Other (income) expense, net (1)
+Added: Other comprehensive income (loss) Sales Other (income) expense, net (1)
Other comprehensive income (loss)
8 unchanged sentences
— — — — ( 542 ) 139 — — — — ( 743 ) 348
−Removed: Increase in Sales as a result of AOCL reclassifications
+Added: (Decrease) increase in Sales as a result of AOCL reclassifications
( 23 ) 54 — — 23 ( 54 ) 50 98 — — ( 50 ) ( 98 )
+Added: Interest rate contracts
+Added: Amount of gain recognized in Other (income) expense, net on derivatives
+Added: — — — — — — — — ( 1 ) ( 1 ) — —
+Added: Amount of loss recognized in OCI on derivatives
+Added: — — — — — — — — — — ( 1 ) ( 1 )
(1) Interest expense is a component of Other (income) expense, net.
1 unchanged sentence
Amount of Derivative Pretax (Gain) Loss Recognized in Income
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2025 2024 2025 2024
6 unchanged sentences
(2) These derivative contracts serve as economic hedges of forecasted transactions .
−Removed: At March 31, 2025, the Company estimates $ 16 million of pretax net unrealized gains on derivatives maturing within the next 12 months that hedge foreign currency denominated sales over that same period will be reclassified from AOCL to Sales .
+Added: At June 30, 2025, the Company estimates $ 473 million of pretax net unrealized losses on derivatives maturing within the next 12 months that hedge foreign currency denominated sales over that same period will be reclassified from AOCL to Sales .
The amount ultimately reclassified to Sales may differ as foreign exchange rates change.
Realized gains and losses are ultimately determined by actual foreign exchange rates at maturity.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Investments in Debt and Equity Securities
Information on investments in debt and equity securities is as follows:
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Cost Gross Unrealized Fair
4 unchanged sentences
government and agency securities 290 — — 290 188 — — 188
+Added: Foreign government bonds
+Added: 1 — — 1 — — — —
Total debt securities $ 707 $ — $ — $ 707 $ 536 $ — $ — $ 536
1 unchanged sentence
Total debt and publicly traded equity securities $ 1,888 $ 1,456
−Removed: (1) Unrealized net gains of $ 115 million were recorded in Other (income) expense, net in the first quarter of 2025 on equity securities still held at March 31, 2025.
−Removed: Unrealized net gains of $ 143 million were recorded in Other (income) expense, net in the first quarter 2024 on equity securities still held at March 31, 2024.
−Removed: At March 31, 2025 and March 31, 2024, the Company also had $ 872 million and $ 851 million, respectively, of equity investments without readily determinable fair values included in Other Assets .
−Removed: The Company records unrealized gains on these equity investments based on favorable observable price changes from transactions involving similar investments of the same
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: investee and records unrealized losses based on unfavorable observable price changes, which are included in Other (income) expense, net .
−Removed: During the first quarter of 2025 , the Company recorded unrealized losses of $ 11 million related to certain of these equity investments still held at March 31, 2025.
−Removed: During the first quarter of 2024 , the Company recorded unrealized gains of $ 4 million and unrealized losses of $ 5 million related to certain of these equity investments still held at March 31, 2024.
−Removed: Cumulative unrealized gains and cumulative unrealized losses based on observable price changes for investments in equity investments without readily determinable fair values still held at March 31, 2025 were $ 309 million and $ 118 million, respectively.
−Removed: At March 31, 2025 and March 31, 2024, the Company also had $ 249 million and $ 396 million, respectively, recorded in Other Assets for equity securities held through ownership interests in investment funds.
−Removed: Losses recorded in Other (income) expense, net relating to these investment funds were $ 23 million and $ 2 million for the first quarter of 2025 and 2024, respectively.
+Added: (1) Unrealized net gains of $ 147 million and $ 262 million were recorded in Other (income) expense, net in the second quarter and first six months of 2025, respectively, on equity securities still held at June 30, 2025.
+Added: Unrealized net losses (gains) of $ 8 million and $( 125 ) million were recorded in Other (income) expense, net in the second quarter and first six months of 2024, respectively, on equity securities still held at June 30, 2024.
+Added: At June 30, 2025 and June 30, 2024, the Company also had $ 870 million and $ 936 million, respectively, of equity investments without readily determinable fair values included in Other Assets .
+Added: The Company records unrealized gains on these equity investments based on favorable observable price changes from transactions involving similar investments of the same investee and records unrealized losses based on unfavorable observable price changes, which are included in Other (income) expense, net .
+Added: During the first six months of 2025 , the Company recorded unrealized losses of $ 33 million related to certain of these equity investments still held at June 30, 2025.
+Added: During the first six months of 2024 , the Company recorded unrealized gains of $ 61 million and unrealized losses of $ 5 million related to certain of these equity investments still held at June 30, 2024.
+Added: Cumulative unrealized gains and cumulative unrealized losses based on observable price changes for investments in equity investments without readily determinable fair values still held at June 30, 2025 were $ 307 million and $ 131 million, respectively.
+Added: At June 30, 2025 and June 30, 2024, the Company also had $ 221 million and $ 278 million, respectively, recorded in Other Assets for equity securities held through ownership interests in investment funds.
+Added: Losses (gains) recorded in Other (income) expense, net relating to these investment funds were $ 27 million and $( 7 ) million for the second quarter of 2025 and 2024, respectively, and were $ 50 million and $( 5 ) million for the first six months of 2025 and 2024, respectively.
Fair Value Measurements
7 unchanged sentences
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
2 unchanged sentences
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: ($ in millions) June 30, 2025 December 31, 2024
Commercial paper $ — $ 416 $ — $ 416 $ — $ 348 $ — $ 348
government and agency securities — 198 — 198 — 99 — 99
+Added: Foreign government bonds
+Added: — 1 — 1 — — — —
Publicly traded equity securities 774 — — 774 463 — — 463
7 unchanged sentences
Forward exchange contracts — 411 — 411 — 499 — 499
−Removed: Purchased currency options — 108 — 108 — 213 — 213
Interest rate swaps
— 76 — 76 — 17 — 17
+Added: Purchased currency options — 59 — 59 — 213 — 213
— 546 — 546 — 729 — 729
8 unchanged sentences
(1) Investments included in other assets are restricted as to use, including for the payment of benefits under employee benefit plans.
−Removed: (2) Includes securities with an aggregate fair value of $ 49 million and $ 81 million at March 31, 2025 and December 31, 2024, respectively, which were subject to a contractual sale restriction that expired in April 2025.
+Added: (2) Includes securities with an aggregate fair value of $ 81 million at December 31, 2024, which were subject to a contractual sale restriction that expired in April 2025.
(3) The fair value determination of derivatives includes the impact of the credit risk of counterparties to the derivatives and the Company’s own credit risk, the effects of which were not significant.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: As of March 31, 2025 and December 31, 2024, Cash and cash equivalents included $ 7.9 billion and $ 12.3 billion of cash equivalents, respectively (which would be considered Level 2 in the fair value hierarchy).
+Added: As of June 30, 2025 and December 31, 2024, Cash and cash equivalents included $ 7.3 billion and $ 12.3 billion of cash equivalents, respectively (which would be considered Level 2 in the fair value hierarchy).
Contingent Consideration
3 unchanged sentences
Changes in estimated fair value (1)
−Removed: Payments ( 116 ) ( 126 )
−Removed: Fair value March 31 (2)
+Added: ( 141 ) ( 126 )
+Added: Fair value June 30
(1) Recorded in Cost of sales, Research and development expenses, and Other (income) expense, net .
Includes cumulative translation adjustments.
−Removed: (2) Balance at March 31, 2025 includes $ 25 million of current liabilities.
−Removed: The payments of contingent consideration during the first three months of 2025 and 2024 relate to the 2016 termination of the Sanofi Pasteur MSD (SPMSD) joint venture.
−Removed: There are no remaining contingent consideration liabilities related to the SPMSD joint venture termination.
+Added: Amount in 2025 includes the reversal of $ 45 million for a Zerbaxa sales-based milestone as it was determined that payment was not probable.
+Added: (2) Amount in both periods reflects payments related to the 2016 termination of the Sanofi Pasteur MSD joint venture.
+Added: Amount in 2025 also includes a $ 25 million payment related to the achievement of a sales-based milestone for Zerbaxa .
Other Fair Value Measurements
Some of the Company’s financial instruments, such as cash and cash equivalents, receivables and payables, are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature.
−Removed: The estimated fair value of loans payable and long-term debt (including current portion) at March 31, 2025, was $ 30.6 billion compared with a carrying value of $ 34.8 billion and at December 31, 2024, was $ 32.6 billion compared with a carrying value of $ 37.1 billion.
+Added: The estimated fair value of loans payable and long-term debt (including current portion) at June 30, 2025, was $ 31.3 billion compared with a carrying value of $ 35.4 billion and at December 31, 2024, was $ 32.6 billion compared with a carrying value of $ 37.1 billion.
Fair value was estimated using recent observable market prices and would be considered Level 2 in the fair value hierarchy.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Concentrations of Credit Risk
6 unchanged sentences
The Company has accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable.
−Removed: The Company factored $ 1.7 billion and $ 2.1 billion of accounts receivable as of March 31, 2025 and December 31, 2024, respectively, under these factoring arrangements, which reduced outstanding accounts receivable.
+Added: The Company factored $ 1.6 billion and $ 2.1 billion of accounts receivable as of June 30, 2025 and December 31, 2024, respectively, under these factoring arrangements, which reduced outstanding accounts receivable.
The cash received from the financial institutions is reported within operating activities in the Condensed Consolidated Statement of Cash Flows.
In certain of these factoring arrangements, for ease of administration, the Company will collect customer payments related to the factored receivables, which it then remits to the financial institutions, generally within thirty days after receipt.
−Removed: As of March 31, 2025 and December 31, 2024, the Company had collected $ 39 million and $ 55 million, respectively, on behalf of the financial institutions, which is reflected as restricted cash in Other current assets, and the related obligation to remit the cash is recorded in Accrued and other current liabilities .
+Added: As of June 30, 2025 and December 31, 2024, the Company had collected $ 43 million and $ 55 million, respectively, on behalf of the financial institutions, which is reflected as restricted cash in Other current assets, and the related obligation to remit the cash is recorded in Accrued and other current liabilities .
The net cash flows related to these collections are reported as financing activities in the Condensed Consolidated Statement of Cash Flows.
3 unchanged sentences
These annexes contain provisions that require collateral to be exchanged depending on the value of the derivative assets and liabilities, the Company’s credit rating, and the credit rating of the counterparty.
−Removed: Cash collateral received by the Company from various counterparties was $ 23 million and $ 165 million at March 31, 2025 and December 31, 2024, respectively.
+Added: Cash collateral advanced by the Company to counterparties was $ 97 million at June 30, 2025.
+Added: Cash collateral received by the Company from various counterparties was $ 4 million and $ 165 million at June 30, 2025 and December 31, 2024, respectively.
The obligation to return such collateral is recorded in Accrued and other current liabilities .
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Inventories consisted of:
−Removed: ($ in millions) March 31, 2025 December 31, 2024
+Added: ($ in millions) June 30, 2025 December 31, 2024
Finished goods $ 2,142 $ 2,022
8 unchanged sentences
Amounts recognized as Other Assets are comprised almost entirely of raw materials and work in process inventories.
−Removed: At March 31, 2025 and December 31, 2024, these amounts included $ 4.0 billion and $ 3.8 billion, respectively, of inventories not expected to be sold within one year.
−Removed: In addition, these amounts included $ 544 million and $ 412 million at March 31, 2025 and December 31, 2024, respectively, of inventories produced in preparation for product launches.
+Added: At June 30, 2025 and December 31, 2024, these amounts included $ 4.3 billion and $ 3.8 billion, respectively, of inventories not expected to be sold within one year.
+Added: In addition, these amounts included $ 572 million and $ 412 million at June 30, 2025 and December 31, 2024, respectively, of inventories produced in preparation for product launches (primarily MK-3475A, subcutaneous pembrolizumab).
Contingencies
1 unchanged sentence
In the opinion of the Company, it is unlikely that the resolution of these matters will be material to the Company’s financial condition, results of operations or cash flows.
−Removed: Given the nature of the litigation discussed below and the complexities involved in these matters, the Company is unable to reasonably estimate a possible loss or range of possible loss for such matters until the Company knows, among other factors, (i) what claims, if any, will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation and (v) any other factors that may have a material effect on the litigation.
+Added: Given the nature of the litigation discussed below and the complexities involved in these matters, the Company is unable to reasonably estimate a possible loss or range of possible loss for such matters until the Company knows, among other factors, (i) what claims, if any, will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: litigation, (iv) the settlement posture of the other parties to the litigation and (v) any other factors that may have a material effect on the litigation.
The Company records accruals for contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated.
11 unchanged sentences
In these actions, plaintiffs allege that they were exposed to asbestos-contaminated talc and developed mesothelioma as a result.
−Removed: As of March 31, 2025, approximately 500 cases were pending against Merck in various state courts.
+Added: As of June 30, 2025, approximately 575 cases were pending against Merck in various state courts.
Gardasil/Gardasil 9
1 unchanged sentence
involving Gardasil (Human Papillomavirus Quadrivalent [Types 6, 11, 16 and 18] Vaccine, Recombinant) and Gardasil 9 (Human Papillomavirus 9-valent Vaccine, Recombinant).
−Removed: As of March 31, 2025, approximately 245 cases were filed and pending against Merck in either federal or state court.
+Added: As of June 30, 2025, approximately 125 cases were filed and are pending against Merck in either federal or state court.
In these actions, plaintiffs allege, among other things, that they suffered various personal injuries after vaccination with Gardasil or Gardasil 9, with postural orthostatic tachycardia syndrome (POTS) as a predominate alleged injury.
2 unchanged sentences
Conrad in the Western District of North Carolina for coordinated pre-trial proceedings.
−Removed: In February 2024, the multidistrict litigation ( Gardasil MDL) was reassigned to Judge Kenneth
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: In February 2024, the multidistrict litigation ( Gardasil MDL) was reassigned to Judge Kenneth D.
On March 11, 2025, the court granted Merck’s motion for summary judgment in 16 bellwether cases on implied preemption grounds;
−Removed: plaintiffs have filed a Notice of Appeal to the Fourth Circuit.
+Added: plaintiffs have appealed to the Fourth Circuit.
The parties’ letter submissions on next steps in the Gardasil MDL proceeding in light of the court’s decision were submitted on April 8, 2025.
+Added: Expert discovery is set to commence on the remaining alleged conditions on September 2, 2025 with summary judgment briefing to follow.
On March 21, 2025, plaintiff’s co-lead counsel in the Gardasil MDL filed a seven -plaintiff complaint in New Jersey state court.
2 unchanged sentences
Plaintiffs have opposed transfer to the Gardasil MDL and have moved to have the case remanded to New Jersey state court.
+Added: On May 1, 2025, plaintiff’s co-lead counsel in the Gardasil MDL filed a new six -plaintiff complaint in New Jersey state court.
+Added: On May 30, 2025, Merck removed the case to federal court and has requested that the U.S.
+Added: Judicial Panel on Multidistrict Litigation transfer the case to the Gardasil MDL.
+Added: Plaintiffs have opposed transfer to the Gardasil MDL and have moved to have the case remanded to New Jersey state court.
On January 28, 2025, a trial commenced in California state court.
10 unchanged sentences
As previously disclosed, from time to time, the Company receives inquiries and is the subject of preliminary investigation activities from competition and other governmental authorities in markets outside the U.S.
−Removed: These authorities may include regulators, administrative authorities, and law enforcement and other similar officials, and these preliminary investigation activities may include site visits, formal or informal requests or demands for documents or materials, inquiries or interviews and similar matters.
+Added: These authorities may include regulators, administrative authorities, and law enforcement and other similar officials, and these preliminary investigation activities may include site visits, formal or informal requests or demands for documents or materials, inquiries or interviews and
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: similar matters.
Certain of these preliminary inquiries or activities may lead to the commencement of formal proceedings.
2 unchanged sentences
As previously disclosed, in February 2025, a putative class action was filed against Merck and certain of its officers in the U.S.
−Removed: District Court for the District of New Jersey purportedly on behalf of all purchasers of Merck common stock between February 2022 and February 2025.
+Added: District Court for the District of New Jersey, captioned Cronin v.
+Added: Merck & Co., Inc., et al.
+Added: , purportedly on behalf of all purchasers of Merck common stock between February 2022 and February 2025.
Plaintiff alleges that Merck violated federal securities laws by making materially false and misleading statements and material omissions regarding demand for Gardasil/Gardasil 9 in China.
Plaintiff seeks unspecified monetary damages, pre-judgment and post-judgment interest, and fees and costs.
+Added: On April 7, 2025, the court entered a joint stipulation staying the defendants’ deadline to respond to the complaint until after a lead plaintiff is appointed and requiring the parties to confer and jointly propose deadlines for amending and responding to the complaint within 14 days of the lead plaintiff appointment.
+Added: Lead plaintiff motions were filed on April 14, 2025, and remain pending.
+Added: On July 18, 2025, purported Merck stockholder Terence Collins filed a derivative lawsuit in the U.S.
+Added: District Court for the District of New Jersey, captioned Collins v.
+Added: Davis, et al ., against certain Merck officers and board members.
+Added: The complaint asserts claims of violation of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on the same allegations as in the putative securities class action.
+Added: On behalf of the Company, the complaint seeks unspecified monetary damages, corporate governance reforms, injunctive relief, restitution, and fees and costs.
Commercial and Other Litigation
11 unchanged sentences
The Merck Defendants filed motions to dismiss in each of the Insurer Plaintiff cases.
−Removed: On December 30, 2024, the district court in the District of New Jersey granted in part and denied in part the motions to dismiss in the Humana and Centene cases and, on January 29, 2025, Humana and Centene filed amended complaints.
+Added: In December 2024, the district court in the District of New Jersey granted in part and denied in part the motions to dismiss in the Humana and Centene cases and, on January 29, 2025, Humana and Centene filed amended complaints.
On March 5, 2025, the Merck Defendants filed motions to dismiss the amended complaints.
−Removed: On March 24, 2025, the Merck Defendants filed a third-party complaint against AmerisourceBergen Drug Corp., AmerisourceBergen Corp., and Cencora, Inc., seeking indemnification for Humana’s direct purchaser claims.
+Added: On March 24, 2025, the Merck Defendants filed a third-party complaint against AmerisourceBergen Drug Corp., AmerisourceBergen Corp., and Cencora, Inc., (collectively, Cencora) seeking indemnification and a declaration of rights for Humana’s direct purchaser claims.
+Added: On June 23, 2025, Cencora moved to dismiss the third-party complaint or, in the alternative, to transfer the third-party action to the Eastern District of Virginia.
On February 25, 2025, the district court in the District of Minnesota granted in part and denied in part the motion to dismiss in the United HealthCare case.
On March 11, 2025, the Merck Defendants filed an answer and affirmative defenses in response to United HealthCare’s complaint.
−Removed: On March 24, 2025, the Merck Defendants filed a third-party complaint against
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: Cardinal Health, Inc., Cardinal Health 110, LLC, and Cardinal Health 112, LLC, seeking indemnification for certain of United HealthCare’s direct and indirect purchaser claims.
+Added: On March 24, 2025, the Merck Defendants filed a third-party complaint against Cardinal Health, Inc., Cardinal Health 110, LLC, and Cardinal Health 112, LLC (collectively, Cardinal), seeking indemnification and a declaration of rights for certain of United HealthCare’s direct and indirect purchaser claims.
+Added: On June 6, 2025, Cardinal filed a motion to dismiss the Merck Defendants’ third-party complaint on forum grounds, or in the alternative, to stay the Merck Defendants’ third-party claims pending arbitration.
On March 18, 2025, the district court in the Northern District of California granted in part and denied in part the motion to dismiss in the Kaiser case.
−Removed: The court granted Kaiser leave to amend its complaint.
+Added: The court granted Kaiser leave to amend its complaint, and Kaiser filed its second amended complaint on April 15, 2025.
+Added: On May 20, 2025, the Merck Defendants moved to dismiss certain claims in the second amended complaint.
Patent Litigation
3 unchanged sentences
Similar lawsuits defending the Company’s patent rights may exist in other countries.
−Removed: The Company intends to vigorously defend its patents, which it believes are valid, against infringement by companies attempting to market products prior to the expiration of such patents.
+Added: The Company intends to vigorously defend its patents, which it believes are valid, against infringement by companies attempting to market products prior
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: to the expiration of such patents.
As with any litigation, there can be no assurance of the outcomes, which, if adverse, could result in significantly shortened periods of exclusivity for these products and, with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.
+Added: In addition to these matters, the Company may be involved in other litigation involving its intellectual property and intellectual property owned or licensed by other companies.
Bridion — As previously disclosed, between January and November 2020, the Company received multiple Paragraph IV Certification Letters under the Hatch-Waxman Act notifying the Company that generic drug companies had filed applications to the FDA seeking pre-patent expiry approval to sell generic versions of Bridion (sugammadex) Injection.
5 unchanged sentences
District Court for the District of New Jersey held a one-day trial in December 2022 on this remaining PTE calculation defense.
−Removed: The court ordered a post-trial briefing on this defense and held closing arguments in February 2023.
In June 2023, the U.S.
7 unchanged sentences
Oral argument took place on February 4, 2025.
−Removed: While the New Jersey action was pending, the Company settled with five generic companies providing that these generic companies can bring their generic versions of Bridion to the market in January 2026 (which may be delayed by any applicable pediatric exclusivity) or earlier under certain circumstances.
−Removed: The Company agreed to stay the lawsuit filed against two generic companies, which in exchange agreed to be bound by a judgment on the merits of the consolidated action in the District of New Jersey.
−Removed: One of the generic companies in the consolidated action requested dismissal of the action against it and the Company did not oppose this request, which was subsequently granted by the court.
−Removed: The Company does not expect this company to bring its generic version of Bridion to the market before July 27, 2026.
−Removed: In February 2024, the Company received another Paragraph IV Certification Letter under the Hatch-Waxman Act notifying the Company that Hikma Pharmaceuticals USA Inc.
−Removed: (Hikma) had filed an application to the FDA seeking pre-patent expiry approval to sell a generic version of Bridion Injection.
−Removed: In March 2024, the Company filed a patent infringement lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Hikma, postponing FDA approval of the Hikma generic drug for 30 months or until expiration of the sugammadex patent (January 27, 2026) and any potentially applicable pediatric exclusivity or an adverse court decision, if any, whichever may occur earlier.
−Removed: Expiration of the patent, and any potentially applicable pediatric exclusivity, will occur earlier than expiry of the 30-month stay.
−Removed: On April 16, 2024, the district court stayed the case during the pendency of the Federal Circuit appeal noted above.
On March 13, 2025, the Federal Circuit affirmed the district court’s decision, holding that the patent term extension granted to the sugammadex patent covering Bridion was not invalid and that the patent is entitled to its full five-year patent term extension.
2 unchanged sentences
through July 27, 2026.
+Added: While the New Jersey action was pending, the Company settled with five generic companies providing that these generic companies can bring their generic versions of Bridion to the market in January 2026 (which may be delayed by any applicable pediatric exclusivity) or earlier under certain circumstances.
Januvia, Janumet, Janumet XR — As previously disclosed, the FDA granted pediatric exclusivity with respect to Januvia (sitagliptin), Janumet (sitagliptin/metformin HCI), and Janumet XR (sitagliptin and metformin HCl extended-release), which provides a further six months of exclusivity in the U.S.
3 unchanged sentences
As previously disclosed, beginning in 2019, a number of generic drug companies filed ANDAs seeking approval of generic forms of Januvia and Janumet along with Paragraph IV certifications challenging the validity of the salt/polymorph patent.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: The Company responded by filing infringement suits which have all been settled.
−Removed: The Company has settled with a total 26 generic companies providing that these generic companies can bring their generic versions of Januvia and Janumet to the market in the U.S.
+Added: The Company has settled with over two dozen generic companies providing that these generic companies can bring their generic versions of Januvia and Janumet to the market in the U.S.
in May 2026 or earlier under certain circumstances, and their generic versions of Janumet XR to the market in July 2026 or earlier under certain circumstances.
2 unchanged sentences
(collectively, Zydus).
−Removed: In that lawsuit, the Company alleged infringement of the salt/polymorph patent based on the filing of Zydus’s NDA seeking approval of a form of sitagliptin that is a different from than that used in Januvia .
+Added: In that lawsuit, the Company alleged infringement of the salt/polymorph patent based on the filing of Zydus’s NDA seeking approval of a form of sitagliptin that is different from than that used in Januvia .
In December 2022, the parties reached settlement that included dismissal of the case without prejudice enabling Zydus to seek final approval of a non-automatically substitutable product.
−Removed: In January 2023, the Company received a Paragraph IV Certification Letter under the Hatch-Waxman Act notifying the Company that Zydus filed an ANDA seeking approval of sitagliptin/metformin HCl tablets and certifying that no valid or enforceable claim of any of the patents listed in FDA’s Orange Book for Janumet will be infringed by the proposed Zydus product.
+Added: In January 2023, the Company received a Paragraph IV Certification Letter under the Hatch-Waxman Act notifying the Company that Zydus filed an ANDA seeking approval of sitagliptin/metformin HCl tablets.
In March 2023, the parties reached settlement enabling Zydus to seek final approval of a non-automatically substitutable product containing a different form of sitagliptin than that used in Janumet.
8 unchanged sentences
District Court of Delaware alleging infringement.
−Removed: The case was dismissed without prejudice in July 2024.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: was dismissed without prejudice in July 2024.
Following the dismissal, the Company granted Azurity a covenant not to assert the salt/polymorph patent against the Azurity product that is the subject of such ANDA.
2 unchanged sentences
In February 2022, a Finnish court referred certain questions to the Court of Justice of the European Union that could impact the validity of the Janumet SPCs in Europe.
−Removed: A decision was rendered in December 2024.
−Removed: The decision provides guidance on points of law and does not directly apply to the Janumet SPCs.
+Added: A decision rendered in December 2024 provides guidance on points of law and does not directly apply to the Janumet SPCs.
Thus, additional proceedings in certain countries where generic companies were prevented from launching products during the SPC period may be necessary to determine whether the SPCs are valid and if not, whether damages are appropriate.
7 unchanged sentences
District Court of Maryland.
−Removed: This action concerns patents emerging from a joint research collaboration between Merck and JHU regarding the use of pembrolizumab, which Merck sells under the trade name Keytruda .
−Removed: Merck and JHU partnered to design and conduct a clinical study administering Keytruda to cancer patients having tumors that had the genetic biomarker known as microsatellite instability-high (MSI-H).
−Removed: After the conclusion of the study, JHU secured U.S.
−Removed: patents citing the joint research study.
−Removed: Merck alleges that JHU has breached the collaboration agreement by filing and obtaining these patents without informing or involving Merck and then licensing the patents to others.
−Removed: Merck therefore brought this action for breach of contract, declaratory judgment of noninfringement, and promissory estoppel.
+Added: This action concerns a joint research collaboration between Merck and JHU regarding the use of Keytruda in certain indications.
+Added: Merck and JHU partnered to design and conduct a clinical study administering Keytruda to cancer patients having tumors that had the genetic biomarker known as microsatellite instability-high (MSI-H) (the Joint Clinical Study).
+Added: Subsequently JHU obtained a number of U.S.
+Added: patents specifically relying on the Joint Clinical Study.
+Added: Merck alleges that JHU breached the collaboration agreement by obtaining issuance of these patents without informing or involving Merck, which were licensed to others, and then trying to enforce these patents against Merck.
+Added: Merck therefore brought an action for breach of contract, declaratory judgment of noninfringement, and promissory estoppel.
JHU answered the complaint in April and May 2023, denying Merck’s claims, and counterclaiming for willful infringement of nine issued U.S.
patents, including a demand for damages.
−Removed: Between November 30, 2023, and March 13, 2024, the Company filed inter partes review petitions with the United States Patent Trial and Appeal Board (PTAB), challenging the validity of all nine patents asserted in the case.
−Removed: Between June 2024 and October 2024, the PTAB instituted a review of all nine asserted patents.
−Removed: In July 2024, the district court granted Merck’s motion to stay the case in its entirety pending the outcome of the PTAB proceeding instituted in June 2024.
+Added: Between November 30, 2023, and March 13, 2024, the Company filed inter partes review petitions with the United States Patent Office’s Patent Trial and Appeal Board (PTAB), challenging the patentability of all nine patents asserted in the district court.
+Added: Between June 2024 and October 2024, the PTAB instituted a review of all nine challenged patents.
+Added: In June 2024, the district court granted Merck’s motion to stay the case in its entirety pending the outcome of the PTAB proceeding instituted in June 2024.
+Added: On June 9, 2025, the PTAB issued its final decision finding all claims of the first challenged JHU Patent (e.g., U.S.
+Added: 11,591,393) unpatentable.
+Added: JHU has filed a request asking for the Director of the United States Patent & Trademark Office to review that decision.
+Added: Because the PTAB institution decisions for the nine different JHU patents were staggered between June 2024 and October 2024, the decision issued on June 9, 2025 is only with respect to the first challenged patent.
+Added: The Company expects subsequent final decisions in the eight remaining proceedings in the fall.
+Added: The district court’s stay is expected to continue until at least the issuance of all subsequent final decisions.
Subcutaneous Pembrolizumab — Halozyme, Inc.
1 unchanged sentence
In November 2024, the Company began filing a series of post grant review (PGR) petitions before the PTAB alleging that certain patents in the MDASE portfolio are invalid.
+Added: On June 2, 2025, the PTAB instituted the first petition filed by the Company.
+Added: Since then, the PTAB also instituted three additional petitions.
+Added: Institution decisions on 10 additional patents in the MDASE portfolio are still pending.
On April 24, 2025, Halozyme, Inc.
filed a complaint in the U.S.
−Removed: District Court for the District of New Jersey alleging that the Company’s activities related to subcutaneous pembrolizumab infringe or will
+Added: District Court for the District of New Jersey alleging that the Company’s activities related to subcutaneous pembrolizumab infringe or will infringe 15 patents belonging to the MDASE portfolio, 12 of which are the subject of the Company’s already filed PGR petitions.
+Added: Although there are three patents that were not and cannot be challenged using the PGR process, the Company believes those patents are invalid and suffer from the same defects as the patents currently being challenged and those patents can be challenged in court proceedings if required.
+Added: Lynparza — As previously disclosed, between December 2022 and November 2024, AstraZeneca Pharmaceuticals LP received Paragraph IV Certification Letters under the Hatch-Waxman Act notifying AstraZeneca that Natco Pharma Limited, Sandoz Inc., Cipla USA, Inc and Cipla Limited (collectively Cipla), and Zydus Pharmaceuticals (USA) Inc.
+Added: have filed separate applications to the FDA seeking pre-patent expiry approval to sell generic versions of Lynparza (olaparib) tablet.
+Added: Between February 2023 and January 2025, AstraZeneca and the Company filed a series of patent infringement lawsuits in the U.S.
+Added: District Court for the District of New Jersey against each generic company asserting a number of Orange-Book listed patents.
+Added: The filing of the initial infringement suit generally stays FDA approval for 30 months from the date of the Paragraph IV notice or until an adverse court decision, if any, whichever may occur earlier.
+Added: In these cases, however, none of the generic companies are challenging the patent specifically claiming the olaparib compound which expires in September 2027.
+Added: Thus, the earliest date the FDA can approve any of the currently pending generic applications is September 2027.
+Added: All cases have been consolidated and a trial is expected in 2026.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: infringe 15 patents belonging to the MDASE portfolio, 11 of which are the subject of the Company’s already filed PGR petitions.
−Removed: The PTAB will likely issue a decision regarding the institution of the Company’s first filed petition in early June 2025.
−Removed: Lynparza — As previously disclosed, in December 2022, AstraZeneca Pharmaceuticals LP received a Paragraph IV Certification Letter under the Hatch-Waxman Act notifying AstraZeneca that Natco Pharma Limited (Natco) has filed an application to the FDA seeking pre-patent expiry approval to sell generic versions of Lynparza (olaparib) tablet.
−Removed: In February 2023, AstraZeneca and the Company filed a patent infringement lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Natco.
−Removed: This lawsuit, which asserts one or more patents covering olaparib, automatically stays FDA approval of the generic application until June 2025 or until an adverse court decision, if any, whichever may occur earlier.
−Removed: In 2024, AstraZeneca and the Company filed additional patent infringement lawsuits in the U.S.
−Removed: District Court for the District of New Jersey against Natco asserting additional patents covering olaparib.
−Removed: In December 2023, AstraZeneca Pharmaceuticals LP received a second Paragraph IV Certification Letter under the Hatch-Waxman Act notifying AstraZeneca that Sandoz Inc.
−Removed: has filed an application to the FDA seeking pre-patent expiry approval to sell generic versions of Lynparza (olaparib) tablet.
−Removed: In February 2024, AstraZeneca and the Company filed a patent infringement lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Sandoz.
−Removed: This lawsuit, which asserts one or more patents covering olaparib, automatically stays FDA approval of the generic application until June 2026 or until an adverse court decision, if any, whichever may occur earlier.
−Removed: In 2024, AstraZeneca and the Company filed additional patent infringement lawsuits in the U.S.
−Removed: District Court for the District of New Jersey against Sandoz asserting additional patents covering olaparib.
−Removed: In May 2024, AstraZeneca Pharmaceuticals LP received a third Paragraph IV Certification Letter under the Hatch-Waxman Act notifying AstraZeneca that Cipla USA, Inc.
−Removed: and Cipla Limited (collectively, Cipla) filed an application to the FDA seeking pre-patent expiry approval to sell generic versions of Lynparza (olaparib) tablet.
−Removed: In June 2024, AstraZeneca and the Company filed a patent infringement lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Cipla.
−Removed: This lawsuit, which asserts one or more patents covering olaparib, automatically stays FDA approval of the generic application until November 2026 or until an adverse court decision, if any, whichever may occur earlier.
−Removed: In 2024, AstraZeneca and the Company filed additional patent infringement lawsuits in the U.S.
−Removed: District Court for the District of New Jersey against Cipla asserting additional patents covering olaparib.
−Removed: In November 2024, AstraZeneca Pharmaceuticals LP received another Paragraph IV Certification Letter under the Hatch-Waxman Act notifying AstraZeneca that Zydus Pharmaceuticals (USA) Inc.
−Removed: filed an application to the FDA seeking pre-patent expiry approval to sell generic versions of Lynparza (olaparib) tablet.
−Removed: In November 2024, AstraZeneca and the Company filed a patent infringement lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Zydus.
−Removed: This lawsuit, which asserts one or more patents covering olaparib, automatically stays FDA approval of the generic application until May 2027 or until an adverse court decision, if any, whichever may occur earlier.
−Removed: In 2024, AstraZeneca and the Company filed an additional patent infringement lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Zydus asserting an additional patent covering olaparib.
Other Litigation
9 unchanged sentences
and the most current information regarding anticipated timing, progression, and related costs of pre-trial activities and trials in the associated litigation.
−Removed: The amount of legal defense reserves as of March 31, 2025 and December 31, 2024 of approximately $ 230 million and $ 225 million, respectively, represents the Company’s best estimate of the minimum amount of defense costs to be incurred in connection with its outstanding litigation;
+Added: The amount of legal defense reserves as of June 30, 2025 and December 31, 2024 of approximately $ 255 million and $ 225 million, respectively, represents the Company’s best estimate of the minimum amount of defense costs to be incurred in connection with its outstanding litigation;
however, events such as additional trials and other events that could arise in the course of its litigation could affect the ultimate amount of legal defense costs to be incurred by the Company.
The Company will continue to monitor its legal defense costs and review the adequacy of the associated reserves and may determine to increase the reserves at any time in the future if, based upon the factors set forth, it believes it would be appropriate to do so.
+Added: Three Months Ended June 30,
+Added: Common Stock Other
+Added: Capital Retained
+Added: Earnings Accumulated
+Added: Comprehensive
+Added: Loss Treasury Stock Non-
+Added: Interests Total
+Added: ($ and shares in millions except per share amounts) Shares Par Value Shares Cost
+Added: Balance at April 1, 2024
+Added: 3,577 $ 1,788 $ 44,598 $ 56,697 $ ( 5,274 ) 1,044 $ ( 57,445 ) $ 60 $ 40,424
+Added: Net income attributable to Merck & Co., Inc.
+Added: — — — 5,455 — — — — 5,455
+Added: Other comprehensive loss, net of taxes — — — — ( 87 ) — — — ( 87 )
+Added: Cash dividends declared on common stock ($ 0.77 per share)
+Added: — — — ( 1,965 ) — — — — ( 1,965 )
+Added: Treasury stock shares purchased — — — — — 2 ( 251 ) — ( 251 )
+Added: Share-based compensation plans and other — — ( 236 ) — — ( 5 ) 302 — 66
+Added: Net income attributable to noncontrolling interests — — — — — — — 6 6
+Added: Balance at June 30, 2024 3,577 $ 1,788 $ 44,362 $ 60,187 $ ( 5,361 ) 1,041 $ ( 57,394 ) $ 66 $ 43,648
+Added: Balance at April 1, 2025
+Added: 3,577 $ 1,788 $ 44,816 $ 66,097 $ ( 4,965 ) 1,061 $ ( 59,401 ) $ 65 $ 48,400
+Added: Net income attributable to Merck & Co., Inc.
+Added: — — — 4,427 — — — — 4,427
+Added: Other comprehensive loss, net of taxes
+Added: — — — — ( 456 ) — — — ( 456 )
+Added: Cash dividends declared on common stock ($ 0.81 per share)
+Added: — — — ( 2,047 ) — — — — ( 2,047 )
+Added: Treasury stock shares purchased — — — — — 17 ( 1,345 ) — ( 1,345 )
+Added: Share-based compensation plans and other — — ( 172 ) — — ( 4 ) 251 1 80
+Added: Net income attributable to noncontrolling interests — — — — — — — 1 1
+Added: Balance at June 30, 2025 3,577 $ 1,788 $ 44,644 $ 68,477 $ ( 5,421 ) 1,074 $ ( 60,495 ) $ 67 $ 49,060
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Common Stock Other
15 unchanged sentences
Net income attributable to noncontrolling interests — — — — — — — 11 11
−Removed: Balance at March 31, 2024 3,577 $ 1,788 $ 44,598 $ 56,697 $ ( 5,274 ) 1,044 $ ( 57,445 ) $ 60 $ 40,424
+Added: Balance at June 30, 2024 3,577 $ 1,788 $ 44,362 $ 60,187 $ ( 5,361 ) 1,041 $ ( 57,394 ) $ 66 $ 43,648
Balance at January 1, 2025
3 unchanged sentences
Other comprehensive loss, net of taxes — — — — ( 476 ) — — — ( 476 )
−Removed: — — — — ( 20 ) — — — ( 20 )
Cash dividends declared on common stock ($ 1.62 per share)
3 unchanged sentences
Net income attributable to noncontrolling interests — — — — — — — 8 8
−Removed: Balance at March 31, 2025 3,577 $ 1,788 $ 44,816 $ 66,097 $ ( 4,965 ) 1,061 $ ( 59,401 ) $ 65 $ 48,400
+Added: Balance at June 30, 2025 3,577 $ 1,788 $ 44,644 $ 68,477 $ ( 5,421 ) 1,074 $ ( 60,495 ) $ 67 $ 49,060
Pension and Other Postretirement Benefit Plans
3 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
($ in millions) U.S.
International U.S.
+Added: International U.S.
+Added: International U.S.
International
5 unchanged sentences
Net loss amortization
+Added: 13 2 10 1 25 5 20 3
Termination benefits — — — — — — 4 —
4 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
11 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
9 unchanged sentences
Unrealized gains and losses from investments that are directly owned are determined at the end of the reporting period, while gains and losses from ownership interests in investment funds are accounted for on a one quarter lag.
−Removed: Interest paid for the three months ended March 31, 2025 and 2024 was $ 233 million and $ 217 million, respectively.
−Removed: The effective income tax rate of 13.9 % for the first quarter of 2025 reflects the favorable impacts of geographical mix of income and expense, as well as certain discrete items.
−Removed: The effective income tax rate of 15.9 % for the first quarter of 2024 reflects a 1.6 percentage point unfavorable impact of a charge for the acquisition of Harpoon for which no tax benefit was recognized.
+Added: Interest paid for the six months ended June 30, 2025 and 2024 was $ 616 million and $ 581 million, respectively.
+Added: The effective income tax rates of 11.4 % and 12.7 % for the second quarter and first six months of 2025, respectively, reflect a 2.9 percentage point favorable impact and a 1.4 percentage point favorable impact, respectively, due to $ 146 million of tax benefits resulting primarily from favorable audit adjustments.
+Added: The effective income tax rates in both the second quarter and first six months of 2025 also reflect the favorable impacts of geographical mix of income and expense, as well as certain discrete items.
+Added: The effective income tax rates of 9.1 % and 12.4 % for the second quarter and first six months of 2024, respectively, reflect a 4.3 percentage point favorable impact and a 2.2 percentage point favorable impact, respectively, due to a $ 259 million reduction in reserves for unrecognized income tax benefits resulting from the expiration in June 2024 of the statute of limitations for assessments related to the 2019 federal tax return year.
+Added: The effective income tax rate for the first six months of 2024 also reflects a 0.7 percentage point unfavorable impact of a charge for the acquisition of Harpoon for which no tax benefit was recognized.
While many jurisdictions in which Merck operates have adopted the global minimum tax provision of the Organization for Economic Cooperation and Development (OECD) Pillar 2, effective for tax years beginning in January 2024, it resulted in a minimal impact to the Company’s 2024 effective income tax rate due to the accounting for the tax effects of intercompany transactions.
The Company expects the impact of the global minimum tax to be approximately 2 % for full year 2025.
+Added: In addition, in July 2025, H.R.1 - One Big Beautiful Bill Act (OBBBA) was enacted into law.
+Added: The Company is currently evaluating the effects of the OBBBA but does not expect a material tax impact.
The Internal Revenue Service (IRS) is currently conducting examinations of the Company’s tax returns for the years 2017 and 2018, including the one-time transition tax enacted under the Tax Cuts and Jobs Act of 2017 (TCJA).
−Removed: On April 21, 2025, Merck received Notices of Proposed Adjustment (NOPAs) that would increase the amount of the one-time transition tax on certain undistributed earnings of foreign subsidiaries by approximately $ 1.3 billion.
+Added: In April 2025, Merck received Notices of Proposed Adjustment (NOPAs) that would increase the amount of the one-time transition tax on certain undistributed earnings of foreign subsidiaries by approximately $ 1.3 billion.
In addition, the NOPAs included penalties of approximately $ 260 million.
6 unchanged sentences
In addition, various state and foreign examinations are in progress.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
Earnings Per Share
1 unchanged sentence
Three Months Ended
+Added: June 30, Six Months Ended
($ and shares in millions except per share amounts) 2025 2024 2025 2024
11 unchanged sentences
(1) Issuable primarily under share-based compensation plans.
−Removed: For the first quarter of 2025 and 2024, 10 million and 3 million, respectively, of common shares issuable under share-based compensation plans were excluded from the computations of earnings per common share assuming dilution because the effect would have been antidilutive.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: For the second quarter of 2025 and 2024, 19 million and 7 million, respectively, and for the first six months of 2025 and 2024, 12 million and 5 million, respectively, of common shares issuable under share-based compensation plans were excluded from the computations of earnings per common share assuming dilution because the effect would have been antidilutive.
Other Comprehensive Income (Loss)
Changes in each component of other comprehensive income (loss) are as follows:
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
($ in millions) Derivatives Employee
2 unchanged sentences
Comprehensive
+Added: Balance April 1, 2024, net of taxes
+Added: $ 106 $ ( 2,798 ) $ ( 2,582 ) $ ( 5,274 )
+Added: Other comprehensive income (loss) before reclassification adjustments, pretax 139 1 ( 157 ) ( 17 )
+Added: Tax ( 29 ) 2 ( 7 ) ( 34 )
+Added: Other comprehensive income (loss) before reclassification adjustments, net of taxes 110 3 ( 164 ) ( 51 )
+Added: Reclassification adjustments, pretax ( 55 ) (1)
+Added: Tax 12 2 — 14
+Added: Reclassification adjustments, net of taxes ( 43 )
+Added: Other comprehensive income (loss), net of taxes 67 ( 10 ) ( 144 ) ( 87 )
+Added: Balance June 30, 2024, net of taxes
+Added: $ 173 $ ( 2,808 ) $ ( 2,726 ) $ ( 5,361 )
+Added: Balance April 1, 2025, net of taxes
+Added: $ 25 $ ( 2,345 ) $ ( 2,645 ) $ ( 4,965 )
+Added: Other comprehensive income (loss) before reclassification adjustments, pretax ( 542 ) ( 1 ) 134 ( 409 )
+Added: Tax 114 ( 1 ) ( 172 ) ( 59 )
+Added: Other comprehensive income (loss) before reclassification adjustments, net of taxes ( 428 ) ( 2 ) ( 38 ) ( 468 )
+Added: Reclassification adjustments, pretax 23 (1)
+Added: Tax ( 5 ) 2 — ( 3 )
+Added: Reclassification adjustments, net of taxes 18
+Added: Other comprehensive income (loss), net of taxes ( 410 ) ( 8 ) ( 38 ) ( 456 )
+Added: Balance June 30, 2025, net of taxes
+Added: $ ( 385 ) $ ( 2,353 ) $ ( 2,683 ) $ ( 5,421 )
+Added: Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
+Added: Six Months Ended June 30,
+Added: ($ in millions) Derivatives Employee
+Added: Plans Foreign Currency
+Added: Adjustment Accumulated Other
+Added: Comprehensive
Balance January 1, 2024, net of taxes
4 unchanged sentences
Reclassification adjustments, pretax ( 99 ) (1)
+Added: Tax 21 11 — 32
Reclassification adjustments, net of taxes ( 78 ) ( 19 ) 20 ( 77 )
Other comprehensive income (loss), net of taxes 197 ( 15 ) ( 382 ) ( 200 )
−Removed: Balance March 31, 2024, net of taxes
+Added: Balance June 30, 2024, net of taxes
$ 173 $ ( 2,808 ) $ ( 2,726 ) $ ( 5,361 )
8 unchanged sentences
Other comprehensive income (loss), net of taxes ( 627 ) ( 26 ) 177 ( 476 )
−Removed: Balance March 31, 2025, net of taxes
+Added: Balance June 30, 2025, net of taxes
$ ( 385 ) $ ( 2,353 ) $ ( 2,683 ) $ ( 5,421 )
16 unchanged sentences
Sales of the Company’s products were as follows:
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
($ in millions) U.S.
Int’l Total U.S.
+Added: Int’l Total U.S.
+Added: Int’l Total U.S.
Pharmaceutical:
50 unchanged sentences
(4) Other pharmaceutical primarily reflects sales of other human health pharmaceutical products, including products within the franchises not listed separately.
−Removed: (5) Other is primarily comprised of miscellaneous corporate revenue, including revenue hedging activities which increased sales by $ 58 million and $ 54 million for the three months ended March 31, 2025 and 2024, respectively, as well as revenue from third-party manufacturing arrangements (including sales to Organon & Co.).
−Removed: Other for the three months ended March 31, 2025 and 2024 also includes $ 95 million and $ 61 million, respectively, related to upfront and milestone payments received by Merck for out-licensing arrangements.
+Added: (5) Other is primarily comprised of miscellaneous c orpor ate revenue, including revenue hedging activities which increa se d sales by $ 16 million and $ 118 million for the six months ended June 30, 2025 and 2024, respectively, as well as revenue from third-party manufacturing arrangements (including sales to Organon & Co.).
+Added: Other for the six months ended June 30, 2025 and 2024 also includes $ 100 million and $ 76 million, respectively, related to upfront and milestone payments received by Merck for out-licensing arrangements.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
1 unchanged sentence
These discounts, in the aggregate, reduced U.S.
−Removed: sales by $ 2.1 billion and $ 3.2 billion for the three months ended March 31, 2025 and 2024, respectively.
+Added: sales by $ 2.5 billion and $ 3.3 billion for the three months ended June 30, 2025 and 2024, respectively, and $ 4.7 billion and $ 6.6 billion for the six months ended June 30, 2025 and 2024, respectively.
Consolidated sales by geographic area where derived are as follows:
Three Months Ended
+Added: June 30, Six Months Ended
($ in millions) 2025 2024 2025 2024
2 unchanged sentences
Latin America 859 858 1,651 1,655
−Removed: China 702 1,772
Asia Pacific (other than China and Japan) 785 748 1,474 1,472
Japan 626 686 1,295 1,507
+Added: China 446 1,817 1,148 3,589
Other 595 612 1,299 1,232
1 unchanged sentence
A reconciliation of segment profits to Income Before Taxes is as follows:
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
($ in millions)
−Removed: Pharmaceutical
−Removed: Animal Health Total Pharmaceutical
−Removed: Animal Health Total
+Added: Total Pharma-
+Added: Total Pharma-ceutical Animal
+Added: Total Pharma-ceutical Animal
Segment sales $ 14,050 $ 1,646 $ 15,696 $ 14,408 $ 1,482 $ 15,890 $ 27,688 $ 3,234 $ 30,922 $ 28,415 $ 2,993 $ 31,408
3 unchanged sentences
Research and development (2)
+Added: — 110 — 91 — 205 — 181
Other segment items (3)
23 unchanged sentences
Equity income from affiliates and depreciation included in segment profits is as follows:
−Removed: Three Months Ended March 31,
−Removed: ($ in millions) Pharmaceutical Animal Health Total Pharmaceutical Animal Health Total
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
+Added: ($ in millions) Pharma-
+Added: Total Pharma-
+Added: Total Pharma-ceutical Animal
+Added: Total Pharma-ceutical Animal
Equity income from affiliates
3 unchanged sentences
($ in millions)
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
United States $ 15,182 $ 14,724
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.