(a) The following documents are filed as part of this Form 10-K
1. Financial Statements
Consolidated statement of income for the years ended December 31, 2019, 2018 and 2017
Consolidated statement of comprehensive income for the years ended December 31, 2019, 2018 and 2017
Consolidated balance sheet as of December 31, 2019 and 2018
Consolidated statement of equity for the years ended December 31, 2019, 2018 and 2017
Consolidated statement of cash flows for the years ended December 31, 2019, 2018 and 2017
Notes to consolidated financial statements
Report of PricewaterhouseCoopers LLP, independent registered public accounting firm
2. Financial Statement Schedules
Schedules are omitted because they are either not required or not applicable.
Financial statements of affiliates carried on the equity basis have been omitted because, considered individually or in the aggregate, such affiliates do not constitute a significant subsidiary.
3. Exhibits
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| Exhibit Number | | | | Description |
| 3.1 | | — | | Restated Certificate of Incorporation of Merck & Co., Inc. (November 3, 2009) — Incorporated by reference to Merck & Co., Inc.’s Current Report on Form 8-K filed November 4, 2009 (No. 1-6571) |
| 3.2 | | — | | By-Laws of Merck & Co., Inc. (effective July 22, 2015) — Incorporated by reference to Merck & Co., Inc.’s Current Report on Form 8-K filed July 28, 2015 (No. 1-6571) |
| 4.1 | | — | | Indenture, dated as of April 1, 1991, between Merck Sharp & Dohme Corp. (f/k/a Schering Corporation) and U.S. Bank Trust National Association (as successor to Morgan Guaranty Trust Company of New York), as Trustee (the 1991 Indenture) — Incorporated by reference to Exhibit 4 to MSD’s Registration Statement on Form S-3 (No. 33-39349) |
| 4.2 | | — | | First Supplemental Indenture to the 1991 Indenture, dated as of October 1, 1997 — Incorporated by reference to Exhibit 4(b) to MSD’s Registration Statement on Form S-3 filed September 25, 1997 (No. 333-36383) |
| 4.3 | | — | | Second Supplemental Indenture to the 1991 Indenture, dated November 3, 2009 — Incorporated by reference to Exhibit 4.3 to Merck & Co., Inc.’s Current Report on Form 8-K filed November 4, 2009 (No.1-6571) |
| 4.4 | | — | | Third Supplemental Indenture to the 1991 Indenture, dated May 1, 2012 — Incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Form 10-Q Quarterly Report for the period ended March 31, 2012 (No. 1-6571) |
| 4.5 | | — | | Indenture, dated November 26, 2003, between Merck & Co., Inc. (f/k/a Schering-Plough Corporation) and The Bank of New York as Trustee (the 2003 Indenture) — Incorporated by reference to Exhibit 4.1 to Schering-Plough’s Current Report on Form 8‑K filed November 28, 2003 (No. 1-6571) |
| 4.6 | | — | | Second Supplemental Indenture to the 2003 Indenture (including Form of Note), dated November 26, 2003 — Incorporated by reference to Exhibit 4.3 to Schering-Plough’s Current Report on Form 8‑K filed November 28, 2003 (No. 1-6571) |
| 4.7 | | — | | Third Supplemental Indenture to the 2003 Indenture (including Form of Note), dated September 17, 2007 — Incorporated by reference to Exhibit 4.1 to Schering-Plough’s Current Report on Form 8‑K filed September 17, 2007 (No. 1-6571) |
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| Exhibit Number | | | | Description |
| 4.8 | | — | | Fifth Supplemental Indenture to the 2003 Indenture, dated November 3, 2009 — Incorporated by reference to Exhibit 4.4 to Merck & Co., Inc.’s Current Report on Form 8-K filed November 4, 2009 (No. 1-6571) |
| 4.9 | | — | | Indenture, dated as of January 6, 2010, between Merck & Co., Inc. and U.S. Bank Trust National Association, as Trustee — Incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed December 10, 2010 (No. 1-6571) |
| 4.10 | | — | | 2.900% Notes due 2024 Officers’ Certificate of the Company dated March 7, 2019, including form of the 2024 Notes - Incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed March 7, 2019 (No. 1-6571) |
| 4.11 | | — | | 3.400% Notes due 2029 Officers’ Certificate of the Company dated March 7, 2019, including form of the 2029 Notes - Incorporated by reference to Exhibit 4.2 to Merck & Co., Inc.’s Current Report on Form 8-K filed March 7, 2019 (No. 1-6571) |
| 4.12 | | — | | 3.900% Notes due 2039 Officers’ Certificate of the Company dated March 7, 2019, including form of the 2039 Notes - Incorporated by reference to Exhibit 4.3 to Merck & Co., Inc.’s Current Report on Form 8-K filed March 7, 2019 (No. 1-6571) |
| 4.13 | | — | | 4.000% Notes due 2049 Officers’ Certificate of the Company dated March 7, 2019, including form of the 2049 Notes - Incorporated by reference to Exhibit 4.4 to Merck & Co., Inc.’s Current Report on Form 8-K filed March 7, 2019 (No. 1-6571) |
| *10.1 | | — | | Merck & Co., Inc. Executive Incentive Plan (as amended and restated effective June 1, 2015) — Incorporated by reference to Merck & Co., Inc.’s Schedule 14A filed April 13, 2015 (No. 1-6571) |
| *10.2 | | — | | Merck & Co., Inc. Deferral Program Including the Base Salary Deferral Plan (Amended and Restated effective December 1, 2019) |
| *10.3 | | — | | Merck & Co., Inc. 2010 Incentive Stock Plan (as amended and restated June 1, 2015) — Incorporated by reference to Merck & Co., Inc.’s Schedule 14A filed April 13, 2015 (No. 1-6571) |
| *10.4 | | — | | Form of stock option terms for 2011 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.2 to Merck & Co., Inc.’s Form 10‑Q Quarterly Report for the period ended March 31, 2011 filed May 9, 2011 (No. 1-6571) |
| *10.5 | | — | | Form of stock option terms for 2012 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.20 to Merck & Co., Inc.’s Form 10‑K Annual Report for the fiscal year ended December 31, 2011 filed February 28, 2012 (No. 1-6571) |
| *10.6 | | — | | Form of stock option terms for 2013 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.19 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 filed February 28, 2013 (No. 1-6571) |
| *10.7 | | — | | Form of stock option terms for 2014 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.18 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2014 filed February 27, 2015 (No. 1-6571) |
| *10.8 | | — | | Form of stock option terms for 2015 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.20 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2015 filed February 26, 2016 (No. 1-6571) |
| *10.9 | | — | | Form of stock option terms for 2018 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by referent to Exhibit 10.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2017 filed February 27, 2018 (No. 1-6571) |
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| Exhibit Number | | | | Description |
| *10.10 | | — | | Form of stock option terms for 2016 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.19 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2016 filed February 28, 2017 (No. 1-6571) |
| *10.11 | | — | | Form of restricted stock unit terms for 2018 quarterly and annual grants under the Merck & Co., Inc. 2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2017 filed on February 28, 2018 (No. 1-6571) |
| *10.12 | | — | | 2018 Performance Share Unit Award Terms under the Merck & Co., Inc. 2010 Stock Incentive Plan — Incorporated by reference to Exhibit 10 to Merck & Co., Inc.’s Current Report on Form 10-Q Quarterly Report for the period ended March 31, 2018 filed May 8, 2018 (No. 1-6571) |
| *10.13 | | — | | Merck & Co., Inc. 2019 Incentive Stock Plan - Incorporated by reference to Appendix C to Merck & Co., Inc.’s Schedule 14A filed April 8, 2019 (No. 1-6571) |
| *10.14 | | — | | Merck & Co., Inc. Change in Control Separation Benefits Plan (effective as amended and restated, as of January 1, 2013) — Incorporated by reference to Exhibit 10.1 to Merck & Co., Inc.’s Current Report on Form 8‑K filed November 29, 2012 (No. 1-6571) |
| *10.15 | | — | | Merck & Co., Inc. U.S. Separation Benefits Plan (amended and restated as of January 1, 2019) - Incorporated by reference to Exhibit 10.19 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2018 filed February 27, 2019 (No. 1-6571) |
| *10.16 | | — | | Merck & Co., Inc. 2010 Non-Employee Directors Stock Option Plan (amended and restated as of December 1, 2010) — Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.’s Form 10‑K Annual Report for the fiscal year ended December 31, 2010 filed February 28, 2011 (No. 1-6571) |
| *10.17 | | — | | Retirement Plan for the Directors of Merck & Co., Inc. (amended and restated June 21, 1996) —Incorporated by reference to Exhibit 10.C to MSD’s Form 10-Q Quarterly Report for the period ended June 30, 1996 filed August 13, 1996 (No. 1-3305) |
| *10.18 | | — | | Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation (Amended and Restated effective as of January 1, 2020) |
| 10.19 | | — | | Distribution agreement between Schering-Plough and Centocor, Inc., dated April 3, 1998 — Incorporated by reference to Exhibit 10(u) to Schering-Plough’s Amended 10-K for the year ended December 31, 2003 filed May 3, 2004 (No. 1-6571)† |
| 10.20 | | — | | Amendment Agreement to the Distribution Agreement between Centocor, Inc., CAN Development, LLC, and Schering-Plough (Ireland) Company — Incorporated by reference to Exhibit 10.1 to Schering-Plough’s Current Report on Form 8-K filed December 21, 2007 (No. 1-6571)† |
| 10.21 | | — | | Severance Agreement and General Release between Merck & Co., Inc. and Adam H. Schechter, dated December 1, 2018 - Incorporated by reference to Exhibit 10.27 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2018 filed February 27, 2019 (No. 1-6571) |
| 10.22 | | — | | Offer Letter between Merck & Co., Inc. and Jennifer Zachary, dated March 16, 2018 - Incorporated by reference to Exhibit 10.28 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2018 filed February 27, 2019 (No. 1-6571) |
| 21 | | — | | Subsidiaries of Merck & Co., Inc. |
| 23 | | — | | Consent of Independent Registered Public Accounting Firm |
| 24.1 | | — | | Power of Attorney |
| 24.2 | | — | | Certified Resolution of Board of Directors |
| 31.1 | | — | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
| 31.2 | | — | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| 32.1 | | — | | Section 1350 Certification of Chief Executive Officer |
| 32.2 | | — | | Section 1350 Certification of Chief Financial Officer |
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| Exhibit Number | | | | Description |
| 101.INS | | — | | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | | — | | XBRL Taxonomy Extension Schema Document. |
| 101.CAL | | — | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | | — | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | | — | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | | — | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | | — | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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| *** | Management contract or compensatory plan or arrangement. |
| † | Certain portions of the exhibit have been omitted pursuant to a request for confidential treatment. The non-public information has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
| Long-term debt instruments under which the total amount of securities authorized does not exceed 10% of Merck & Co., Inc.’s total consolidated assets are not filed as exhibits to this report. Merck & Co., Inc. will furnish a copy of these agreements to the Securities and Exchange Commission on request. |
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