UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
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Item 2.02 Results of Operations and Financial Condition.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is also responsive to Item 2.02 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
In order to align with views expressed by members of the staff of the U.S. Securities and Exchange Commission (the “Staff”) during a recent consultation between companies in Merck & Co., Inc.’s (“Merck” or the “Company”) pharmaceutical industry peer group and the Staff, the Company is changing the treatment of certain items for purposes of its non-GAAP reporting. Historically, Merck’s non-GAAP results excluded expenses for upfront and milestone payments related to collaborations and licensing agreements, as well as charges related to pre-approval assets obtained in transactions accounted for as asset acquisitions, to the extent the charges were considered by the Company to be significant to the results of a particular period (as well as any related adjustments recorded in a subsequent period). Beginning in 2022, Merck’s non-GAAP results will no longer exclude charges related to these items. This change will not affect the Company’s non-GAAP results to be reported for the first quarter of 2022, nor does it affect previously reported first quarter 2021 non-GAAP results, as the Company had no significant charges related to those items during such periods. However, the change will affect previously reported non-GAAP results for other periods of 2021 and for 2020 as set forth in the Company’s recast 2021 and 2020 non-GAAP results attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | 2021 and 2020 Historical Non-GAAP Financial Information Recast to Reflect Reporting Changes |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Merck & Co., Inc. | ||
| Date: April 20, 2022 | By: | /s/ Kelly E. W. Grez |
| Kelly E. W. Grez | ||
| Corporate Secretary | ||