MRK 10-K Annual Report Dec. 31, 2017 | Alphaminr

MRK 10-K Fiscal year ended Dec. 31, 2017

MERCK & CO., INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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) 4.3 Second Supplemental Indenture to the 1991 Indenture, dated November 3, 2009Incorporated 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 March31, 2012 (No.1-6571) 4.7 Third Supplemental Indenture to the 2003 Indenture (including Form of Note), dated September 17, 2007Incorporated by reference to Exhibit 4.1 to Schering-Ploughs Current Report on Form 8K filed September 17, 2007 (No. 1-6571) 4.8 Fifth Supplemental Indenture to the 2003 Indenture, dated November 3, 2009Incorporated by reference to Exhibit4.4 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 TrusteeIncorporated by reference to Exhibit 4.1 to Merck & Co., Inc.s Current Report on Form 8-K filed December 10, 2010 (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, 2015) Incorporated by reference to Exhibit 10.2 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) *10.3 Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan (effective as amended and restated as of November 3, 2009)Incorporated by reference to Exhibit 10.7 to Merck & Co., Inc.s Current Report on Form 8-K filed November 4, 2009 (No. 1-6571) *10.4 Amendment One to the Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan (effective February15, 2010)Incorporated by reference to Exhibit 10.2 to Merck & Co., Inc.s Current Report on Form 8-K filed February 18, 2010 (No. 1-6571) *10.5 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) *10.6 Form of stock option terms for a non-qualified stock option under the Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan and the Schering-Plough 2006 Stock Incentive PlanIncorporated by reference to Exhibit 10.3 to Merck & Co., Inc.s Current Report on Form 8-K filed February 18, 2010 (No. 1-6571) *10.7 Form of stock option terms for 2011 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.2 to Merck & Co., Inc.s Form 10Q Quarterly Report for the period ended March 31, 2011 filed May 9, 2011 (No. 1-6571) *10.8 Form of stock option terms for 2012 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.20 to Merck & Co., Inc.s Form 10K Annual Report for the fiscal year ended December 31, 2011 filed February28, 2012 (No. 1-6571) *10.9 Form of stock option terms for 2013 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated 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 February28, 2013 (No. 1-6571) *10.10 Form of stock option terms for 2014 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.18 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December31, 2014 filed February27, 2015 (No. 1-6571) *10.11 Form of stock option terms for 2015 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.20 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December31, 2015 filed February26, 2016 (No. 1-6571) *10.12 Form of stock option terms for 2018 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan *10.13 Form of restricted stock unit terms for 2015 quarterly and annual grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.22 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December31, 2015 filed February 26, 2016 (No.1-6571) *10.14 Form of performance share unit terms for 2015 grants under the Merck & Co., Inc. 2010 Stock Incentive PlanIncorporated by reference to to Exhibit 10.21 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December31, 2015 filed February 26, 2016 (No. 1-6571) *10.15 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 February28, 2017 (No. 1-6571) *10.16 Form of restricted stock unit terms for 2016 quarterly and annual 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, 2016 filed February28, 2017 (No.1-6571) *10.17 Form of restricted stock unit terms for 2018 quarterly and annual grants under the Merck & Co., Inc. 2010 Incentive Stock Plan *10.18 Form of performance share unit terms for 2016 grants under the Merck & Co., Inc. 2010 Stock Incentive Plan Incorporated by reference to Exhibit 10.21 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) *10.19 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 Form8K filed November 29, 2012 (No. 1-6571) *10.20 Merck & Co., Inc. U.S. Separation Benefits Plan (amended and restated effective as of January 1, 2017) Incorporated by reference to Exhibit 10.24 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) *10.21 Merck & Co., Inc. 2006 Non-Employee Directors Stock Option Plan (amended and restated as of November3, 2009)Incorporated by reference to Exhibit 10.5 to Merck & Co., Inc.s Current Report on Form 8-K filed November 4, 2009 (No. 1-6571) *10.22 Merck & Co., Inc. 2010 Non-Employee Directors Stock Option Plan (amended and restated as of December1, 2010)Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.s Form 10K Annual Report for the fiscal year ended December31, 2010 filed February 28, 2011 (No. 1-6571) *10.24 Merck & Co., Inc. Plan for Deferred Payment of Directors Compensation (effective as amended and restated as of January 1, 2018 10.26 Amendment Agreement to the Distribution Agreement between Centocor, Inc., CAN Development, LLC, and Schering-Plough (Ireland) CompanyIncorporated by reference to Exhibit 10.1 to Schering-Ploughs Current Report on Form 8-K filed December 21, 2007 (No. 1-6571) 10.27 Accelerated Share Purchase Agreement between Merck & Co., Inc. and Goldman, Sachs & Co., dated May 20, 2013 Incorporated by reference to Exhibit 10 to Merck & Co., Inc.s Form 10-Q Quarterly Report for the period ended June30, 2013 filed August 7, 2013 (No. 1-6571) 12 Computation of Ratios of Earnings to Fixed Charges 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