MRK 10-K Annual Report Dec. 31, 2022 | Alphaminr

MRK 10-K Fiscal year ended Dec. 31, 2022

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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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. (effectiveMarch22,2022)Incorporated by reference to Merck & Co., Inc.s Current Report on Form 8-K filedMarch 25, 2022(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) 4.10 Description of the Registrants Common Stock - Incorporated by reference to Exhibit 4.10 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No. 1-6571) 4.11 Description of the Registrants 1.125% Notes due 2021, 1.875% Notes due 2026, and 2.500% Notes due 2034 - Incorporated by reference to Exhibit 4.11 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No. 1-6571) 4.12 Description of the Registrants 0.500% Notes due 2024 and 1.375% Notes due 2036 - Incorporated by reference to Exhibit 4.12 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (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) - Incorporated by reference to Exhibit 10.2 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2019 filed February 26, 2020 (No. 1-6571) *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 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) *10.5 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) *10.6 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) *10.7 Form of stock option terms for 2017 annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan - Filed herewith *10.8 Form of stock option terms for 2019 annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock Plan - Filed herewith *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 referenceto 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) *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 February28, 2017 (No. 1-6571) *10.11 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)andto the Registration Statement on Form S-8 filed August 12, 2019 to register 111,000,000 shares under the 2019 Incentive StockPlan (File No.333-233226) *10.12 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) *10.13 Merck & Co., Inc. U.S. Separation Benefits Plan (amended and restated as of January 1, 2019) as further amended by Amendments 2019-1 (as of December 19, 2019), 2020-1 (as of February 25, 2020), 2020-2 (as of December 10, 2020), 2021-1 (as of March 31, 2021), 2021-2 (as of December 16, 2021), 2022-1 (as of December 14, 2022) and 2022-2 (as of December 13, 2021) - Filed herewith *10.15 Merck & Co., Inc. Plan for Deferred Payment of Directors Compensation (Amended and Restated effective as of January 1, 2022)- Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2021filedFebruary 25, 2022 (No. 1-6571) 10.17 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) *10.18 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) *10.19 Form of stock option terms for 2021 annual non-qualified option grants under the Merck & Co., Inc. 2019 Incentive Stock Plan -Incorporated by reference to Exhibit 10.23 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No. 1-6571) *10.20 Form of restricted stock unit terms for 2021 annual grants under the Merck & Co., Inc. 2019 Incentive Stock Plan -Incorporated by reference to Exhibit 10.24 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No. 1-6571) *10.21 Form of stock option terms for 2022 annual non-qualified option grants under the Merck & Co., Inc. 2019 Incentive Stock Plan- Incorporated by reference to Exhibit 10.24 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No. 1-6571) *10.22 Form of restricted stock unit terms for 2022 annual grants under the Merck & Co., Inc. 2019 Incentive Stock Plan- Incorporated by reference to Exhibit 10.25 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No. 1-6571) *10.23 2019 terms for CEO annual non-qualified option grant under the Merck & Co., Inc. 2010 Incentive Stock Plan - Filed herewith *10.24 Form of restricted stock unit terms for 2019 annual grants under the Merck & Co., Inc. 2010 Incentive Stock Plan - Filed herewith *10.25 Form of stock option terms for 2020 annual non-qualified option grants under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.26 2020 terms for CEO annual non-qualified option grant under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.27 Form of restricted stock unit terms for 2020 annual grants under the Merck & Co., Inc. 2019 Incentive Stock Plan - Filed herewith *10.28 2020 Performance Share Unit terms for grants under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.29 2020 CEO Performance Share Unit terms for grant under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.30 2021 CEO annual non-qualified option terms for grant under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.31 2021 Performance Share Unit terms for grants under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.32 2021 CEO Performance Share Unit terms for grant under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.33 Terms for Restricted Stock Unit Grants under the Merck & Co., Inc. 2019 Incentive Stock Plan - Filed herewith *10.34 Restricted stock unit terms for May 3, 2022 and August 3, 2022 grants to Executive Chairman under the Merck & Co., Inc. 2019 Incentive Stock Plan Filed herewith *10.35 Restricted stock unit terms for August 3, 2022 grant to Chirfi Guindo under the Merck & Co., Inc. 2019 Incentive Stock Plan - Filed herewith *10.36 Performance share unit terms for August 3, 2022 grant to Chirfi Guindo under the Merck & Co., Inc. 2019 Incentive Stock Plan - Filed herewith *10.37 Offer Letter between Merck & Co., Inc. and Chirfi Guindo, dated June 8, 2022 - Filed herewith 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