默沙东 2024年度报告

OR Merck & Co., Inc. 126 East Lincoln AvenueRahwayNew Jersey07065(908) 740-4000 22-1918501 Securities Registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulationS-T(§232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. ☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Number of shares of Common Stock ($0.50 par value) outstanding as of January 31, 2025: 2,526,036,240. Aggregate market value of Common Stock ($0.50 par value) held by non-affiliates on June 28, 2024 based on the closing price on June 28, 2024, the lastbusiness day of the registrant’s most recently completed second fiscal quarter: approximately $313,799,000,000. Documents Incorporated by Reference: Part of Form 10-KPart III Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2025, to be filed with theSecurities and Exchange Commission within 120 days after the close of the fiscal year covered by this report Table of Contents Part I Item 1.Business1Item 1A.Risk Factors26Cautionary Factors that May Affect Future Results40Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item 2.Properties41Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures42Executive Officers of the Registrant43Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities44Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk74Item 8.Financial Statements and Supplementary Data75(a) Financial Statements75Notes to Consolidated Financial Statements79Report of Independent Registered Public Accounting Firm131Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure133Item 9A.Controls and Procedures133Management’s Report133Item 9B.Other Information134Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections134Part IIIItem 10.Directors, Executive Officers and Corporate Governance135Item 11.Executive Compensation135Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters136Item 13.Certain Relationships and Related Transactions, and Director Independence136Item 14.Principal Accountant Fees and Services136Part IVItem 15.Exhibits and Financial Statement Schedules137Item 16.Form 10-K Summary141Signatures142 PART I Item 1.Business. Merck & Co., Inc. (Merck or the Company) is a global health care company that delivers innovative healthsolutions through its prescription medicines, including biologic therapies, vaccines and animal health products. TheCompany’soperations are principally managed on a product basis and include two operating segments,Pharmaceutical and Animal Health, both of which are reportable segments. The Pharmaceutical segment includes human health pharmaceutical and vaccine products. Human healthpharmaceuticalproducts consist of therapeutic and preventive agents,generally sold by prescription,for thetreatment of human disorders. The Company sells these human health pharmaceutical products primarily to drugwholesalers and retailers, hospitals, government