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 2021 and 2020 Historical Non-GAAP Financial Information Recast to
99.1 Reflect Reporting Changes
Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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