MERCK & CO., INC., 10-Q filed on 8/5/2020
Quarterly Report
v3.20.2
Cover Page - shares
6 Months Ended
Jun. 30, 2020
Jul. 31, 2020
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2020  
Document Transition Report false  
Entity File Number 1-6571  
Entity Registrant Name Merck & Co., Inc.  
Entity Incorporation, State or Country Code NJ  
Entity Tax Identification Number 22-1918501  
Entity Address, Address Line One 2000 Galloping Hill Road  
Entity Address, City or Town Kenilworth  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 07033  
City Area Code (908)  
Local Phone Number 740-4000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   2,529,241,070
Amendment Flag false  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0000310158  
Current Fiscal Year End Date --12-31  
Common Stock    
Entity Information [Line Items]    
Title of 12(b) Security Common Stock ($0.50 par value)  
Trading Symbol MRK  
Security Exchange Name NYSE  
1.125% Notes due 2021    
Entity Information [Line Items]    
Title of 12(b) Security 1.125% Notes due 2021  
Trading Symbol MRK/21  
Security Exchange Name NYSE  
0.500% Notes due 2024    
Entity Information [Line Items]    
Title of 12(b) Security 0.500% Notes due 2024  
Trading Symbol MRK 24  
Security Exchange Name NYSE  
1.875% Notes due 2026    
Entity Information [Line Items]    
Title of 12(b) Security 1.875% Notes due 2026  
Trading Symbol MRK/26  
Security Exchange Name NYSE  
2.500% Notes due 2034    
Entity Information [Line Items]    
Title of 12(b) Security 2.500% Notes due 2034  
Trading Symbol MRK/34  
Security Exchange Name NYSE  
1.375% Notes due 2036    
Entity Information [Line Items]    
Title of 12(b) Security 1.375% Notes due 2036  
Trading Symbol MRK 36A  
Security Exchange Name NYSE  
v3.20.2
CONDENSED CONSOLIDATED STATEMENT OF INCOME - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement [Abstract]        
Sales $ 10,872 $ 11,760 $ 22,929 $ 22,575
Costs, Expenses and Other        
Cost of sales 3,159 3,401 6,471 6,453
Selling, general and administrative 2,378 2,712 4,933 5,138
Research and development 2,123 2,189 4,331 4,119
Restructuring costs 83 59 155 212
Other (income) expense, net (390) 140 (318) 327
Total Costs, Expenses and Other 7,353 8,501 15,572 16,249
Income Before Taxes 3,519 3,259 7,357 6,326
Taxes on Income 509 615 1,128 820
Net Income 3,010 2,644 6,229 5,506
Less: Net Income (Loss) Attributable to Noncontrolling Interests 8 (26) 8 (79)
Net Income Attributable to Merck & Co., Inc. $ 3,002 $ 2,670 $ 6,221 $ 5,585
Basic Earnings per Common Share Attributable to Merck & Co., Inc. Common Shareholders (in dollars per share) $ 1.19 $ 1.04 $ 2.46 $ 2.17
Earnings per Common Share Assuming Dilution Attributable to Merck & Co., Inc. Common Shareholders (in dollars per share) $ 1.18 $ 1.03 $ 2.45 $ 2.15
v3.20.2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Statement of Comprehensive Income [Abstract]        
Net Income Attributable to Merck & Co., Inc. $ 3,002 $ 2,670 $ 6,221 $ 5,585
Other Comprehensive (Loss) Income Net of Taxes:        
Net unrealized loss on derivatives, net of reclassifications (120) (52) (16) (100)
Net unrealized gain (loss) on investments, net of reclassifications 0 44 (18) 126
Benefit plan net gain and prior service credit, net of amortization 39 11 99 26
Cumulative translation adjustment 79 (19) (265) 131
Other comprehensive income (loss), net of taxes (2) (16) (200) 183
Comprehensive Income Attributable to Merck & Co., Inc. $ 3,000 $ 2,654 $ 6,021 $ 5,768
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Current Assets    
Cash and cash equivalents $ 11,103 $ 9,676
Short-term investments 0 774
Accounts receivable (net of allowance for doubtful accounts of $90 in 2020 and $86 in 2019) 7,577 6,778
Inventories (excludes inventories of $1,921 in 2020 and $1,480 in 2019 classified in Other assets - see Note 6) 6,056 5,978
Other current assets 4,607 4,277
Total current assets 29,343 27,483
Investments 1,251 1,469
Property, Plant and Equipment, at cost, net of accumulated depreciation of $18,182 in 2020 and $17,686 in 2019 15,789 15,053
Goodwill 20,067 19,425
Other Intangibles, Net 16,566 14,196
Other Assets 7,599 6,771
Total Assets 90,615 84,397
Current Liabilities    
Loans payable and current portion of long-term debt 4,718 3,610
Trade accounts payable 3,448 3,738
Accrued and other current liabilities 11,182 12,549
Income taxes payable 1,266 736
Dividends payable 1,564 1,587
Total current liabilities 22,178 22,220
Long-Term Debt 26,156 22,736
Deferred Income Taxes 2,091 1,470
Other Noncurrent Liabilities 12,446 11,970
Merck & Co., Inc. Stockholders’ Equity    
Common stock, $0.50 par value Authorized - 6,500,000,000 shares Issued - 3,577,103,522 shares in 2020 and 2019 1,788 1,788
Other paid-in capital 39,373 39,660
Retained earnings 49,724 46,602
Accumulated other comprehensive loss (6,393) (6,193)
Stockholders' equity before deduction for treasury stock 84,492 81,857
Less treasury stock, at cost: 1,047,935,095 shares in 2020 and 1,038,087,496 shares in 2019 56,850 55,950
Total Merck & Co., Inc. stockholders’ equity 27,642 25,907
Noncontrolling Interests 102 94
Total equity 27,744 26,001
Liabilities and Equity $ 90,615 $ 84,397
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 90 $ 86
Inventories classified in Other assets 1,921 1,480
Accumulated depreciation $ 18,182 $ 17,686
Common stock, par value (in dollars per share) $ 0.50 $ 0.50
Common stock, shares authorized (shares) 6,500,000,000 6,500,000,000
Common stock, shares issued (in shares) 3,577,103,522 3,577,103,522
Treasury stock, shares (shares) 1,047,935,095 1,038,087,496
v3.20.2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash Flows from Operating Activities    
Net income $ 6,229 $ 5,506
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 1,869 1,871
Intangible asset impairment charges 20 252
Deferred income taxes 122 (149)
Share-based compensation 229 204
Other (202) 114
Net changes in assets and liabilities (4,193) (3,378)
Net Cash Provided by Operating Activities 4,074 4,420
Cash Flows from Investing Activities    
Capital expenditures (1,654) (1,377)
Purchases of securities and other investments (77) (1,810)
Proceeds from sales of securities and other investments 1,892 4,935
Acquisition of ArQule, Inc., net of cash acquired (2,545) 0
Acquisition of Antelliq Corporation, net of cash acquired 0 (3,620)
Other acquisitions, net of cash acquired (321) (270)
Other 195 85
Net Cash Used in Investing Activities (2,510) (2,057)
Cash Flows from Financing Activities    
Net change in short-term borrowings 1,967 (3,532)
Payments on debt (1,952) 0
Proceeds from issuance of debt 4,445 4,958
Purchases of treasury stock (1,281) (2,325)
Dividends paid to stockholders (3,128) (2,896)
Proceeds from exercise of stock options 40 304
Other (444) (207)
Net Cash Used in Financing Activities (353) (3,698)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 2 28
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 1,213 (1,307)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year (includes restricted cash of $258 million at January 1, 2020 included in Other Assets) 9,934 7,967
Cash, Cash Equivalents and Restricted Cash at End of Period (includes restricted cash of $44 million at June 30, 2020 included in Other Assets) $ 11,147 $ 6,660
v3.20.2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Statement of Cash Flows [Abstract]    
Restricted cash $ 44 $ 258
v3.20.2
Basis of Presentation
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Merck & Co., Inc. (Merck or the Company) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements are not included herein. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Merck’s Form 10-K filed on February 26, 2020.
The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. In the Company’s opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature.
Planned Spin-Off of Women’s Health, Legacy Brands and Biosimilars into New Company
In February 2020, Merck announced its intention to spin-off products from its women’s health, legacy brands and biosimilars businesses into a new, independent, publicly traded company named Organon & Co. (Organon) through a distribution of Organon’s publicly traded stock to Company shareholders. The distribution is expected to qualify as tax-free to the Company and its shareholders for U.S. federal income tax purposes. The legacy brands included in the transaction consist of dermatology, non-opioid pain, respiratory, and select cardiovascular products including Zetia (ezetimibe) and Vytorin (ezetimibe and simvastatin), as well as the rest of Merck’s diversified brands franchise. Merck’s existing research pipeline programs will continue to be owned and developed within Merck as planned. Organon will have development capabilities initially focused on late-stage development and life-cycle management and is expected over time to develop research capabilities in selected therapeutic areas. The spin-off is expected to be completed in the first half of 2021, subject to market and certain other conditions. Subsequent to the spin-off, the historical results of the women’s health, legacy brands and biosimilars businesses will be reflected as discontinued operations in the Company’s consolidated financial statements.
Recently Adopted Accounting Standards
In June 2016, the Financial Accounting Standards Board (FASB) issued new guidance on the accounting for credit losses on financial instruments. The new guidance introduces an expected loss model for estimating credit losses, replacing the incurred loss model. The new guidance also changes the impairment model for available-for-sale debt securities, requiring the use of an allowance to record estimated credit losses (and subsequent recoveries). The Company adopted the new guidance effective January 1, 2020. There was no impact to the Company’s consolidated financial statements upon adoption.
In November 2018, the FASB issued new guidance for collaborative arrangements intended to reduce diversity in practice by clarifying whether certain transactions between collaborative arrangement participants should be accounted for under revenue recognition guidance (ASC 606). The Company adopted the new guidance effective January 1, 2020, which resulted in minor changes to the presentation of information related to the Company’s collaborative arrangements.
Recently Issued Accounting Standards Not Yet Adopted
In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021. Early adoption is permitted. The amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or prospectively, depending on the amendment. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
In January 2020, the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of accounting and measuring certain purchased options and forward contracts to acquire investments. The new guidance is effective for interim and annual periods in 2021 and is to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
v3.20.2
Acquisitions, Research Collaborations and License Agreements
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisitions, Research Collaborations and License Agreements
Acquisitions, Research Collaborations and License Agreements
The Company continues to pursue acquisitions and the establishment of external alliances such as research collaborations and licensing agreements to complement its internal research capabilities. These arrangements often include upfront payments, as well as expense reimbursements or payments to the third party, and milestone, royalty or profit share arrangements, contingent upon the occurrence of certain future events linked to the success of the asset in development. The Company also reviews its marketed products and pipeline to examine candidates which may provide more value through out-licensing and, as part of its portfolio assessment process, may also divest certain assets. Pro forma financial information for acquired businesses is not presented if the historical financial results of the acquired entity are not significant when compared with the Company’s financial results.
In July 2020, Merck acquired the U.S. rights to Sentinel Flavor Tabs and Sentinel Spectrum Chews from Virbac Corporation for approximately $400 million. Sentinel products provide protection against common parasites in dogs. The transaction will be accounted for as an acquisition of an asset. There are no future contingent payments associated with the acquisition.
Also, in July 2020, Merck and Ridgeback Biotherapeutics LP (Ridgeback Bio), a closely held biotechnology company, closed a collaboration agreement to develop MK-4482 (formerly known as EIDD-2801), an orally available antiviral candidate currently in clinical development for the treatment of patients with COVID-19. Merck gained exclusive worldwide rights to develop and commercialize MK-4482 and related molecules. Under the terms of the agreement, Ridgeback Bio received an upfront payment and also is eligible to receive future contingent payments dependent upon the achievement of certain developmental and regulatory approval milestones, as well as a share of the net profits of MK-4482 and related molecules, if approved. Merck and Ridgeback are committed to ensure that any medicines developed for SARS-CoV-2 (the causative agent of COVID-19) will be accessible and affordable globally.
In June 2020, Merck acquired privately held Themis Bioscience GmbH (Themis), a company focused on vaccines and immune-modulation therapies for infectious diseases and cancer for $366 million in cash. Merck may make additional contingent payments of up to $740 million, including up to $80 million for development milestones, up to $260 million for regulatory approval milestones, and up to $400 million for commercial milestones. Themis has a broad pipeline of vaccine candidates and immune-modulatory therapies developed using its innovative measles virus vector platform based on a vector originally developed by scientists at the Institut Pasteur and licensed exclusively to Themis for select viral indications. The acquisition builds upon an ongoing collaboration between the two companies to develop vaccine candidates using the measles virus vector platform and is expected to accelerate the development of Themis’ COVID-19 vaccine candidate (V591). V591 is in preclinical development and clinical studies are planned to start in the third quarter of 2020. The transaction was accounted for as an acquisition of a business. The Company determined the fair value of the contingent consideration was $97 million at the acquisition date utilizing a probability-weighted estimated cash flow stream using an appropriate discount rate dependent on the nature and timing of the milestone payment. Merck recognized intangible assets for in-process research and development (IPR&D) of $136 million, cash of $62 million, deferred tax assets of $72 million and other net liabilities of $22 million. The excess of the consideration transferred over the fair value of net assets acquired of $215 million was recorded as goodwill that was allocated to the Pharmaceutical segment and is not deductible for tax purposes. The fair values of the identifiable intangible assets related to IPR&D were determined using an income approach. Actual cash flows are likely to be different than those assumed. In connection with the transaction, Merck has entered into a memorandum of understanding that reflects the parties’ commitments to address the COVID-19 pandemic by developing, manufacturing and distributing the vaccine on a global basis and with pricing that makes the vaccine both available around the world and accessible to those who need it.
In May 2020, Merck and the International AIDS Vaccine Initiative, Inc. (IAVI), a nonprofit scientific research organization dedicated to addressing urgent, unmet global health challenges, announced a new collaboration to develop V590, an investigational vaccine against SARS-CoV-2 being studied for the prevention of COVID-19. This vaccine candidate will use the recombinant vesicular stomatitis virus (rVSV) technology that is the basis for Merck’s approved Ebola Zaire virus vaccine, Ervebo (Ebola Zaire Vaccine, Live), which was the first rVSV vaccine approved for use in humans. Under the terms of the agreement, Merck made an upfront payment of $6.5 million and may make additional contingent payments of up to $100 million for sales-based milestones, as well as royalty payments. Merck has also signed an agreement with the Biomedical Advanced Research and Development Authority (BARDA), part of the office of the Assistant Secretary for Preparedness and Response within an agency of the United States Department of Health and Human Services, to provide initial funding support for this effort. Under the agreement, IAVI and Merck will work together to advance the development and global clinical evaluation of a SARS-CoV-2 vaccine candidate designed and engineered by IAVI scientists. The vaccine candidate is in preclinical development, and clinical studies are planned to start later in 2020. Merck will lead regulatory filings globally. Both organizations will work together to develop the vaccine and make it accessible and affordable globally, if approved.
In January 2020, Merck acquired ArQule, Inc. (ArQule), a publicly traded biopharmaceutical company focused on kinase inhibitor discovery and development for the treatment of patients with cancer and other diseases. Total consideration paid of $2.7 billion included $138 million of share-based compensation payments to settle equity awards attributable to precombination
service and cash paid for transaction costs on behalf of ArQule. The Company incurred $95 million of transaction costs directly related to the acquisition of ArQule, consisting almost entirely of share-based compensation payments to settle non-vested equity awards attributable to postcombination service. These costs were included in Selling, general and administrative expenses in the first six months of 2020. ArQule’s lead investigational candidate, MK-1026 (formerly ARQ 531), is a novel, oral Bruton’s tyrosine kinase (BTK) inhibitor currently being evaluated for the treatment of B-cell malignancies.
The estimated fair value of assets acquired and liabilities assumed from ArQule is as follows:
 
 
($ in millions)
January 16, 2020
Cash and cash equivalents
$
145

IPR&D MK-1026 (formerly ARQ 531) (1)
2,280

IPR&D MK-7075 (formerly ARQ 092) (1)
170

Licensing arrangement for ARQ 087
80

Deferred income tax liabilities
(434
)
Other assets and liabilities, net
35

Total identifiable net assets
2,276

Goodwill (2)
414

Consideration transferred
$
2,690

(1) 
The estimated fair values of the identifiable intangible assets related to in-process research and development (IPR&D) were determined using an income approach. The future net cash flows were discounted to present value utilizing a discount rate of 12.5%. Actual cash flows are likely to be different than those assumed.
(2) 
The goodwill was allocated to the Pharmaceutical segment and is not deductible for tax purposes.
On April 1, 2019, Merck acquired Antelliq Corporation (Antelliq), a leader in digital animal identification, traceability and monitoring solutions. These solutions help veterinarians, farmers and pet owners gather critical data to improve management, health and well-being of livestock and pets. Merck paid $2.3 billion to acquire all outstanding shares of Antelliq and spent $1.3 billion to repay Antelliq’s debt. The transaction was accounted for as an acquisition of a business.
The estimated fair value of assets acquired and liabilities assumed from Antelliq is as follows:
 
 
($ in millions)
April 1, 2019
Cash and cash equivalents
$
31

Accounts receivable
73

Inventories
93

Property, plant and equipment
60

Identifiable intangible assets (useful lives ranging from 18-24 years) (1)
2,689

Deferred income tax liabilities
(589
)
Other assets and liabilities, net
(82
)
Total identifiable net assets
2,275

Goodwill (2)
1,376

Consideration transferred
$
3,651


(1) 
The estimated fair values of identifiable intangible assets relate primarily to trade names and were determined using an income approach. The future net cash flows were discounted to present value utilizing a discount rate of 11.5%. Actual cash flows are likely to be different than those assumed.
(2) 
The goodwill recognized is largely attributable to anticipated synergies expected to arise after the acquisition and was allocated to the Animal Health segment. The goodwill is not deductible for tax purposes.

The Company’s results for the second quarter of 2019 include two months of activity for Antelliq. The Company incurred $47 million of transaction costs directly related to the acquisition of Antelliq, consisting largely of advisory fees, which are reflected in Selling, general and administrative expenses in the first six months of 2019.
Also in April 2019, Merck acquired Immune Design, a late-stage immunotherapy company employing next-generation in vivo approaches to enable the body’s immune system to fight disease, for $301 million in cash. The transaction was accounted for as an acquisition of a business. Merck recognized intangible assets of $156 million, cash of $83 million and other net assets of $42 million. The excess of the consideration transferred over the fair value of net assets acquired of $20 million was recorded as goodwill that was allocated to the Pharmaceutical segment and is not deductible for tax purposes. The fair values of
the identifiable intangible assets related to IPR&D were determined using an income approach. Actual cash flows are likely to be different than those assumed.
v3.20.2
Collaborative Arrangements
6 Months Ended
Jun. 30, 2020
Collaborative Arrangements [Abstract]  
Collaborative Arrangements Collaborative Arrangements
Merck has entered into collaborative arrangements that provide the Company with varying rights to develop, produce and market products together with its collaborative partners. Both parties in these arrangements are active participants and exposed to significant risks and rewards dependent on the commercial success of the activities of the collaboration. Merck’s more significant collaborative arrangements are discussed below.
AstraZeneca
In July 2017, Merck and AstraZeneca PLC (AstraZeneca) entered into a global strategic oncology collaboration to co-develop and co-commercialize AstraZeneca’s Lynparza (olaparib) for multiple cancer types. Lynparza is an oral poly (ADP-ribose) polymerase (PARP) inhibitor currently approved for certain types of advanced ovarian, breast, pancreatic and prostate cancers. The companies are jointly developing and commercializing Lynparza, both as monotherapy and in combination trials with other potential medicines. Independently, Merck and AstraZeneca will develop and commercialize Lynparza in combinations with their respective PD-1 and PD-L1 medicines, Keytruda (pembrolizumab) and Imfinzi. The companies will also jointly develop and commercialize AstraZeneca’s Koselugo (selumetinib), an oral, selective inhibitor of MEK, part of the mitogen-activated protein kinase (MAPK) pathway, currently being developed for multiple indications. In April 2020, Koselugo was approved by the U.S. Food and Drug Administration (FDA) for the treatment of pediatric patients two years of age and older with neurofibromatosis type 1 who have symptomatic, inoperable plexiform neurofibromas. Under the terms of the agreement, AstraZeneca and Merck will share the development and commercialization costs for Lynparza and Koselugo monotherapy and non-PD-L1/PD-1 combination therapy opportunities.
Profits from Lynparza and Koselugo product sales generated through monotherapies or combination therapies are shared equally. Merck will fund all development and commercialization costs of Keytruda in combination with Lynparza or Koselugo. AstraZeneca will fund all development and commercialization costs of Imfinzi in combination with Lynparza or Koselugo. AstraZeneca is the principal on Lynparza and Koselugo sales transactions. Merck records its share of Lynparza and Koselugo product sales, net of cost of sales and commercialization costs, as alliance revenue and its share of development costs associated with the collaboration as part of Research and development expenses. Reimbursements received from AstraZeneca for research and development expenses are recognized as reductions to Research and development costs.
As part of the agreement, Merck made an upfront payment to AstraZeneca of $1.6 billion in 2017 and made payments of $750 million over a multi-year period for certain license options. In addition, the agreement provides for additional contingent payments from Merck to AstraZeneca related to the successful achievement of sales-based and regulatory milestones.
In the second quarter of 2020, Merck determined it was probable that sales of Lynparza in the future would trigger $400 million of sales-based milestone payments from Merck to AstraZeneca. Accordingly, Merck recorded a $400 million liability and a corresponding increase to the intangible asset related to Lynparza. Prior to 2020, Merck accrued sales-based milestone payments aggregating $1.0 billion related to Lynparza, of which $200 million and $250 million was paid to AstraZeneca in 2019 and 2018, respectively, and $250 million was paid in the first six months of 2020. Potential future sales-based milestone payments of $2.7 billion have not yet been accrued as they are not deemed by the Company to be probable at this time.
In the second quarter of 2020, Lynparza received regulatory approvals triggering capitalized milestone payments of $135 million from Merck to AstraZeneca. In 2019 and 2018, Lynparza received regulatory approvals triggering capitalized milestone payments of $60 million and $140 million, respectively, in the aggregate from Merck to AstraZeneca. Potential future regulatory milestone payments of $1.4 billion remain under the agreement.
The intangible asset balance related to Lynparza (which includes capitalized sales-based and regulatory milestone payments) was $1.3 billion at June 30, 2020 and is included in Other Intangibles, Net on the Consolidated Balance Sheet. The amount is being amortized over its estimated useful life through 2028 as supported by projected future cash flows, subject to impairment testing.
Summarized financial information related to this collaboration is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Alliance revenue - Lynparza
$
178

 
$
111

 
$
323

 
$
190

 
 
 
 
 
 
 
 
Cost of sales (1)
137

 
73

 
164

 
92

Selling, general and administrative
39

 
33

 
72

 
59

Research and development
37

 
33

 
73

 
78

 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
June 30, 2020
 
December 31, 2019
Receivables from AstraZeneca included in Other current assets
 
 
 
 
$
168

 
$
128

Payables to AstraZeneca included in Accrued and other current liabilities (2)
 
 
 
 
324

 
577

Payables to AstraZeneca included in Other Noncurrent Liabilities (2)
 
 
 
 
400

 

(1) Represents amortization of capitalized milestone payments.
(2) Includes accrued milestone payments.
Eisai
In March 2018, Merck and Eisai Co., Ltd. (Eisai) announced a strategic collaboration for the worldwide co-development and co-commercialization of Lenvima (lenvatinib), an orally available tyrosine kinase inhibitor discovered by Eisai. Lenvima is currently approved for the treatment of certain types of thyroid cancer, hepatocellular carcinoma, in combination with everolimus for certain patients with renal cell carcinoma, and in combination with Keytruda for the treatment of certain patients with endometrial carcinoma. Under the agreement, Merck and Eisai will develop and commercialize Lenvima jointly, both as monotherapy and in combination with Keytruda. Eisai records Lenvima product sales globally (Eisai is the principal on Lenvima sales transactions), and Merck and Eisai share profits equally. Merck records its share of Lenvima product sales, net of cost of sales and commercialization costs, as alliance revenue. Expenses incurred during co-development, including for studies evaluating Lenvima as monotherapy, are shared equally by the two companies and reflected in Research and development expenses.
Under the agreement, Merck made an upfront payment to Eisai of $750 million and agreed to make payments of up to $650 million for certain option rights through 2021 (of which $325 million was paid in March 2019, $200 million was paid in March 2020 and $125 million is expected to be paid in March 2021). In addition, the agreement provides for additional contingent payments from Merck to Eisai related to the successful achievement of sales-based and regulatory milestones.
In the second quarter of 2020, Merck determined it was probable that sales of Lenvima in the future would trigger sales-based milestone payments aggregating $370 million from Merck to Eisai. Accordingly, Merck recorded a $370 million liability and a corresponding increase to the intangible asset related to Lenvima. Prior to 2020, Merck accrued sales-based milestone payments aggregating $950 million. Of these amounts, $50 million was paid to Eisai in 2019 and an additional $500 million was paid in the first six months of 2020. Potential future sales-based milestone payments of $2.7 billion have not yet been accrued as they are not deemed by the Company to be probable at this time.
In 2018, Lenvima received regulatory approvals triggering capitalized milestone payments of $250 million in the aggregate from Merck to Eisai. Potential future regulatory milestone payments of $135 million remain under the agreement.
The intangible asset balance related to Lenvima (which includes capitalized sales-based and regulatory milestone payments) was $1.2 billion at June 30, 2020 and is included in Other Intangibles, Net on the Consolidated Balance Sheet. The amount is being amortized over its estimated useful life through 2026 as supported by projected future cash flows, subject to impairment testing.
Summarized financial information related to this collaboration is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Alliance revenue - Lenvima
$
151

 
$
97

 
$
279

 
$
171

 
 
 
 
 
 
 
 
Cost of sales (1)
135

 
23

 
170

 
74

Selling, general and administrative
19

 
19

 
31

 
38

Research and development
56

 
62

 
120

 
109

 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
June 30, 2020
 
December 31, 2019
Receivables from Eisai included in Other current assets
 
 
 
 
$
173

 
$
150

Payables to Eisai included in Accrued and other current liabilities (2)
 
 
 
 
325

 
700

Payables to Eisai included in Other Noncurrent Liabilities (3)
 
 
 
 
570

 
525

(1) Represents amortization of capitalized milestone payments.
(2) Includes accrued milestone and future option payments.
(3) Includes accrued milestone payments.
Bayer AG
In 2014, the Company entered into a worldwide clinical development collaboration with Bayer AG (Bayer) to market and develop soluble guanylate cyclase (sGC) modulators including Bayer’s Adempas (riociguat), which is approved to treat pulmonary arterial hypertension and chronic thromboembolic pulmonary hypertension. The two companies have implemented a joint development and commercialization strategy. The collaboration also includes clinical development of Bayer’s vericiguat, which is in development for the potential treatment of worsening heart failure. Vericiguat is currently under review by the FDA. Under the agreement, Bayer leads commercialization of Adempas in the Americas, while Merck leads commercialization in the rest of the world. For vericiguat, if approved, Bayer will lead commercialization in the rest of world and Merck will lead in the Americas. Both companies share in development costs and profits on sales and have the right to co-promote in territories where they are not the lead. Merck records sales of Adempas in its marketing territories, as well as alliance revenue, which is Merck’s share of profits from the sale of Adempas in Bayer’s marketing territories. In addition, the agreement provides for additional contingent payments from Merck to Bayer related to the successful achievement of sales-based milestones.
Prior to 2020, Merck accrued $725 million of sales-based milestone payments for this collaboration, of which $350 million was paid to Bayer in 2018. There is an additional $400 million potential future sales-based milestone payment that has not yet been accrued as it is not deemed by the Company to be probable at this time.
The intangible asset balance related to this collaboration (which includes the acquired intangible asset balance, as well as capitalized sales-based milestone payments) was $832 million at June 30, 2020 and is included in Other Intangibles, Net on the Consolidated Balance Sheet. The amount is being amortized over its estimated useful life through 2027 as supported by projected future cash flows, subject to impairment testing.
Summarized financial information related to this collaboration is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Alliance revenue - Adempas
$
79

 
$
51

 
$
133

 
$
94

Net sales of Adempas recorded by Merck
57

 
53

 
113

 
100

Total sales
$
136


$
104


$
246


$
194

 
 
 
 
 
 
 
 
Cost of sales (1)
28

 
29

 
57

 
58

Selling, general and administrative
17

 
11

 
28

 
20

Research and development
16

 
32

 
41

 
62

 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
June 30, 2020
 
December 31, 2019
Receivables from Bayer included in Other current assets
 
 
 
 
$
62

 
$
49

Payables to Bayer included in Other Noncurrent Liabilities (2)
 
 
 
 
375

 
375

(1) Includes amortization of intangible assets.
(2) Represents accrued milestone payment.
v3.20.2
Restructuring
6 Months Ended
Jun. 30, 2020
Restructuring and Related Activities [Abstract]  
Restructuring
Restructuring
In early 2019, Merck approved a new global restructuring program (Restructuring Program) as part of a worldwide initiative focused on further optimizing the Company’s manufacturing and supply network, as well as reducing its global real estate footprint. This program is a continuation of the Company’s plant rationalization, builds on prior restructuring programs and does not include any actions associated with the planned spin-off of Organon. As the Company continues to evaluate its global footprint and overall operating model, it subsequently identified additional actions under the Restructuring Program, and could identify further actions over time. The actions currently contemplated under the Restructuring Program are expected to be substantially completed by the end of 2023, with the cumulative pretax costs to be incurred by the Company to implement the program estimated to be approximately $2.5 billion. The Company estimates that approximately 60% of the cumulative pretax costs will result in cash outlays, primarily related to employee separation expense and facility shut-down costs. Approximately 40% of the cumulative pretax costs will be non-cash, relating primarily to the accelerated depreciation of facilities to be closed or divested. The Company expects to record charges of approximately $800 million in 2020 related to the Restructuring Program. Actions under previous global restructuring programs have been substantially completed.
The Company recorded total pretax costs of $150 million and $159 million in the second quarter of 2020 and 2019, respectively, and $318 million and $346 million for the first six months of 2020 and 2019, respectively, related to restructuring program activities. Since inception of the Restructuring Program through June 30, 2020, Merck has recorded total pretax accumulated costs of approximately $1.2 billion. For segment reporting, restructuring charges are unallocated expenses.
The following tables summarize the charges related to restructuring program activities by type of cost:
 
Three Months Ended June 30, 2020
 
Six Months Ended June 30, 2020
($ in millions)
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
 
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
Cost of sales
$

 
$
31

 
$
(6
)
 
$
25

 
$

 
$
56

 
$
37

 
$
93

Selling, general and administrative

 
11

 

 
11

 

 
22

 

 
22

Research and development

 
31

 

 
31

 

 
48

 

 
48

Restructuring costs
35

 

 
48

 
83

 
82

 

 
73

 
155

 
$
35

 
$
73

 
$
42

 
$
150

 
$
82

 
$
126

 
$
110

 
$
318

 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
($ in millions)
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
 
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
Cost of sales
$

 
$
64

 
$
1

 
$
65

 
$

 
$
98

 
$
1

 
$
99

Selling, general and administrative

 
32

 

 
32

 

 
32

 

 
32

Research and development

 
2

 
1

 
3

 

 
2

 
1

 
3

Restructuring costs
25

 

 
34

 
59

 
153

 

 
59

 
212

 
$
25

 
$
98

 
$
36

 
$
159

 
$
153

 
$
132

 
$
61

 
$
346


Separation costs are associated with actual headcount reductions, as well as those headcount reductions which were probable and could be reasonably estimated.
Accelerated depreciation costs primarily relate to manufacturing, research and administrative facilities and equipment to be sold or closed as part of the programs. Accelerated depreciation costs represent the difference between the depreciation expense to be recognized over the revised useful life of the asset, based upon the anticipated date the site will be closed or divested or the equipment disposed of, and depreciation expense as determined utilizing the useful life prior to the restructuring actions. All the sites have and will continue to operate up through the respective closure dates and, since future undiscounted cash flows are sufficient to recover the respective book values, Merck is recording accelerated depreciation over the revised useful life of the site assets. Anticipated site closure dates, particularly related to manufacturing locations, have been and may continue to be adjusted to reflect changes resulting from regulatory or other factors.
Other activity in 2020 and 2019 includes asset abandonment, facility shut-down and other related costs, as well as pretax gains and losses resulting from the sales of facilities and related assets. Additionally, other activity includes certain employee-related costs associated with pension and other postretirement benefit plans (see Note 11) and share-based compensation.
The following table summarizes the charges and spending relating to restructuring program activities for the six months ended June 30, 2020:
($ in millions)
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
Restructuring reserves January 1, 2020
$
690

 
$

 
$
69

 
$
759

Expense
82

 
126

 
110

 
318

(Payments) receipts, net
(328
)
 

 
(163
)
 
(491
)
Non-cash activity

 
(126
)
 
34

 
(92
)
Restructuring reserves June 30, 2020 (1)
$
444

 
$

 
$
50

 
$
494

(1) 
The remaining cash outlays are expected to be substantially completed by the end of 2023.
v3.20.2
Financial Instruments
6 Months Ended
Jun. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments
Financial Instruments
Derivative Instruments and Hedging Activities
The Company manages the impact of foreign exchange rate movements and interest rate movements on its earnings, cash flows and fair values of assets and liabilities through operational means and through the use of various financial instruments, including derivative instruments.
A significant portion of the Company’s revenues and earnings in foreign affiliates is exposed to changes in foreign exchange rates. The objectives and accounting related to the Company’s foreign currency risk management program, as well as its interest rate risk management activities are discussed below.
Foreign Currency Risk Management
The Company has established revenue hedging, balance sheet risk management and net investment hedging programs to protect against volatility of future foreign currency cash flows and changes in fair value caused by changes in foreign exchange rates.
The objective of the revenue hedging program is to reduce the variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro, Japanese yen and Chinese renminbi. To achieve this objective, the Company will hedge a portion of its forecasted foreign currency denominated third-party and intercompany distributor entity sales (forecasted sales) that are expected to occur over its planning cycle, typically no more than two years into the future. The Company will layer in hedges over time, increasing the portion of forecasted sales hedged as it gets closer to the expected date of the forecasted sales. The portion of forecasted sales hedged is based on assessments of cost-benefit profiles that consider natural offsetting exposures, revenue and exchange rate volatilities and correlations, and the cost of hedging instruments. The Company manages its anticipated transaction exposure principally with purchased local currency put options, forward contracts and purchased collar options.
The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the Condensed Consolidated Balance Sheet. Changes in the fair value of derivative contracts are recorded each period in either current earnings or Other comprehensive income (OCI), depending on whether the derivative is designated as part of a hedge transaction and, if so, the type of hedge transaction. For derivatives that are designated as cash flow hedges, the unrealized gains or losses on these contracts are recorded in Accumulated other comprehensive income (AOCI) and reclassified into Sales when the hedged anticipated revenue is recognized. For those derivatives which are not designated as cash flow hedges, but serve as economic hedges of forecasted sales, unrealized gains or losses are recorded in Sales each period. The cash flows from both
designated and non-designated contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows. The Company does not enter into derivatives for trading or speculative purposes.
The Company manages operating activities and net asset positions at each local subsidiary in order to mitigate the effects of exchange on monetary assets and liabilities. The Company also uses a balance sheet risk management program to mitigate the exposure of net monetary assets that are denominated in a currency other than a subsidiary’s functional currency from the effects of volatility in foreign exchange. In these instances, Merck principally utilizes forward exchange contracts to offset the effects of exchange on exposures denominated in developed country currencies, primarily the euro and Japanese yen. For exposures in developing country currencies, the Company will enter into forward contracts to partially offset the effects of exchange on exposures when it is deemed economical to do so based on a cost-benefit analysis that considers the magnitude of the exposure, the volatility of the exchange rate and the cost of the hedging instrument. The cash flows from these contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows.
Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Other (income) expense, net. The forward contracts are not designated as hedges and are marked to market through Other (income) expense, net. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year.
The Company also uses forward exchange contracts to hedge a portion of its net investment in foreign operations against movements in exchange rates. The forward contracts are designated as hedges of the net investment in a foreign operation. The unrealized gains or losses on these contracts are recorded in foreign currency translation adjustment within OCI and remain in AOCI until either the sale or complete or substantially complete liquidation of the subsidiary. The Company excludes certain portions of the change in fair value of its derivative instruments from the assessment of hedge effectiveness (excluded components). Changes in fair value of the excluded components are recognized in OCI. The Company recognizes in earnings the initial value of the excluded components on a straight-line basis over the life of the derivative instrument, rather than using the mark-to-market approach. The cash flows from these contracts are reported as investing activities in the Condensed Consolidated Statement of Cash Flows.
Foreign exchange risk is also managed through the use of foreign currency debt. The Company’s senior unsecured euro-denominated notes have been designated as, and are effective as, economic hedges of the net investment in a foreign operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments are included in foreign currency translation adjustment within OCI.
The effects of the Company’s net investment hedges on OCI and the Consolidated Statement of Income are shown below:
 
Amount of Pretax (Gain) Loss Recognized in Other Comprehensive Income (1)
 
Amount of Pretax (Gain) Loss Recognized in Other (income) expense, net for Amounts Excluded from Effectiveness Testing
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Net Investment Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
8

 
$
17

 
$
5

 
$
7

 
$
(4
)
 
$
(8
)
 
$
(11
)
 
$
(15
)
Euro-denominated notes
72

 
28

 
21

 
(2
)
 

 

 

 

(1) No amounts were reclassified from AOCI into income related to the sale of a subsidiary.
Interest Rate Risk Management
The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce its overall cost of borrowing. The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk.
In February 2020, five interest rate swaps with notional amounts of $250 million each matured. These swaps effectively converted the Company’s $1.25 billion1.85% fixed-rate notes due 2020 to variable rate debt. At June 30, 2020, the Company was a party to 14 pay-floating, receive-fixed interest rate swap contracts designated as fair value hedges of fixed-rate notes in which the notional amounts match the amount of the hedged fixed-rate notes as detailed in the table below.
 
June 30, 2020
($ in millions)
Par Value of Debt
 
Number of Interest Rate Swaps Held
 
Total Swap Notional Amount
3.875% notes due 2021
$
1,150

 
5

 
$
1,150

2.40% notes due 2022
1,000

 
4

 
1,000

2.35% notes due 2022
1,250

 
5

 
1,250

The interest rate swap contracts are designated hedges of the fair value changes in the notes attributable to changes in the benchmark London Interbank Offered Rate (LIBOR) swap rate. The fair value changes in the notes attributable to changes in the LIBOR swap rate are recorded in interest expense along with the offsetting fair value changes in the swap contracts. The cash flows from these contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows.
The table below presents the location of amounts recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges:
 
Carrying Amount of Hedged Liabilities
 
Cumulative Amount of Fair Value Hedging Adjustment Increase (Decrease) Included in the Carrying Amount
($ in millions)
June 30, 2020
 
December 31, 2019
 
June 30, 2020
 
December 31, 2019
Balance Sheet Line Item in which Hedged Item is Included
 
 
 
 
 
 
 
Loans payable and current portion of long-term debt
$
1,160

 
$
1,249

 
$
10

 
$
(1
)
Long-Term Debt
2,318

 
3,409

 
71

 
14

Presented in the table below is the fair value of derivatives on a gross basis segregated between those derivatives that are designated as hedging instruments and those that are not designated as hedging instruments:
 
 
June 30, 2020
 
December 31, 2019
 
 
Fair Value of Derivative
 
U.S. Dollar
Notional
 
Fair Value of Derivative
 
U.S. Dollar
Notional
($ in millions)
Balance Sheet Caption
Asset
 
Liability
 
Asset
 
Liability
 
Derivatives Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
Other current assets
$
10

 
$

 
$
1,150

 
$

 
$

 
$

Interest rate swap contracts
Other Assets
72

 

 
2,250

 
15

 

 
3,400

Interest rate swap contracts
Accrued and other current liabilities

 

 

 

 
1

 
1,250

Foreign exchange contracts
Other current assets
83

 

 
4,959

 
152

 

 
6,117

Foreign exchange contracts
Other Assets
70

 

 
1,993

 
55

 

 
2,160

Foreign exchange contracts
Accrued and other current liabilities

 
27

 
1,884

 

 
22

 
1,748

Foreign exchange contracts
Other Noncurrent Liabilities

 
1

 
11

 

 
1

 
53

 
 
$
235


$
28


$
12,247


$
222


$
24


$
14,728

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
Other current assets
$
93

 
$

 
$
5,324

 
$
66

 
$

 
$
7,245

Foreign exchange contracts
Accrued and other current liabilities

 
103

 
5,865

 

 
73

 
8,693

 
 
$
93

 
$
103

 
$
11,189

 
$
66

 
$
73

 
$
15,938

 
 
$
328


$
131


$
23,436


$
288


$
97


$
30,666


As noted above, the Company records its derivatives on a gross basis in the Condensed Consolidated Balance Sheet. The Company has master netting agreements with several of its financial institution counterparties (see Concentrations of Credit Risk below). The following table provides information on the Company’s derivative positions subject to these master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral exchanged per the master agreements and related credit support annexes:
 
June 30, 2020
 
December 31, 2019
($ in millions)
Asset
 
Liability
 
Asset
 
Liability
Gross amounts recognized in the condensed consolidated balance sheet
$
328

 
$
131

 
$
288

 
$
97

Gross amounts subject to offset in master netting arrangements not offset in the condensed consolidated balance sheet
(115
)
 
(115
)
 
(84
)
 
(84
)
Cash collateral received
(38
)
 

 
(34
)
 

Net amounts
$
175

 
$
16

 
$
170

 
$
13


The table below provides information regarding the location and amount of pretax (gains) losses of derivatives designated in fair value or cash flow hedging relationships:
 
Sales
 
Other (income) expense, net (1)
 
Other comprehensive income (loss)
 
Sales
 
Other (income) expense, net (1)
 
Other comprehensive income (loss)
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
Six Months Ended June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Financial Statement Line Items in which Effects of Fair Value or Cash Flow Hedges are Recorded
$
10,872

 
$
11,760

 
$
(390
)
 
$
140

 
$
(2
)
 
$
(16
)
 
$
22,929

 
$
22,575

 
$
(318
)
 
$
327

 
$
(200
)
 
$
183

(Gain) loss on fair value hedging relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hedged items

 

 
1

 
55

 

 

 

 

 
68

 
88

 

 

Derivatives designated as hedging instruments

 

 
(8
)
 
(45
)
 

 

 

 

 
(76
)
 
(68
)
 

 

Impact of cash flow hedging relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of (loss) gain recognized in OCI on derivatives

 

 

 

 
(109
)
 
10

 

 

 

 

 
69

 
(2
)
Increase (decrease) in Sales as a result of AOCI reclassifications
42

 
75

 

 

 
(42
)
 
(75
)
 
88

 
119

 

 

 
(88
)
 
(119
)
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of gain recognized in Other (income) expense, net on derivatives

 

 
(1
)
 
(1
)
 

 

 

 

 
(2
)
 
(2
)
 

 

Amount of loss recognized in OCI on derivatives

 

 

 

 
(1
)
 
(1
)
 

 

 

 

 
(2
)
 
(5
)
(1) Interest expense is a component of Other (income) expense, net.
The table below provides information regarding the income statement effects of derivatives not designated as hedging instruments:
 
 
 
Amount of Derivative Pretax (Gain) Loss Recognized in Income
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in millions)
Income Statement Caption
 
2020
 
2019
 
2020
 
2019
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
Foreign exchange contracts (1)
Other (income) expense, net
 
$
49

 
$
2

 
$
(131
)
 
$
120

Foreign exchange contracts (2)
Sales
 
4

 
(6
)
 
(3
)
 
4

Interest rate contracts (3)
Other (income) expense, net
 
9

 

 
9

 

(1) These derivative contracts mitigate changes in the value of remeasured foreign currency denominated monetary assets and liabilities attributable to changes in foreign currency exchange rates.
(2) These derivative contracts serve as economic hedges of forecasted transactions.
(3) These derivatives serve as economic hedges against rising treasury rates.
At June 30, 2020, the Company estimates $9 million of pretax net unrealized gains on derivatives maturing within the next 12 months that hedge foreign currency denominated sales over that same period will be reclassified from AOCI to Sales. The amount ultimately reclassified to Sales may differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity.

Investments in Debt and Equity Securities
Information on investments in debt and equity securities is as follows:
 
June 30, 2020
 
December 31, 2019
 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
($ in millions)
Gains
 
Losses
 
Gains
 
Losses
 
U.S. government and agency securities
$
74

 
$

 
$

 
$
74

 
$
266

 
$
3

 
$

 
$
269

Foreign government bonds
2

 

 

 
2

 

 

 

 

Commercial paper

 

 

 

 
668

 

 

 
668

Corporate notes and bonds

 

 

 

 
608

 
13

 

 
621

Asset-backed securities

 

 

 

 
226

 
1

 

 
227

Total debt securities
$
76


$


$


$
76


$
1,768


$
17


$


$
1,785

Publicly traded equity securities (1)
 
 
 
 
 
 
1,307

 


 


 


 
838

Total debt and publicly traded equity securities








 
$
1,383

 








 
$
2,623


(1) Unrealized net (gains) losses recognized in Other (income) expense, net on equity securities still held at June 30, 2020 were $(464) million and $(469) million in the second quarter and first six months of 2020, respectively. Unrealized net losses (gains) recognized in Other (income) expense, net on equity securities still held at June 30, 2019 were $39 million and $(75) million in the second quarter and first six months of 2019, respectively.
At June 30, 2020 and June 30, 2019, the Company also had $487 million and $465 million, respectively, of equity investments without readily determinable fair values included in Other Assets. The Company recognizes unrealized gains on these equity investments based on favorable observable price changes from transactions involving similar investments of the same investee and recognizes unrealized losses based on unfavorable observable price changes. During the first six months of 2020, the Company recognized unrealized gains of $18 million and unrealized losses of $3 million in Other (income) expense, net related to these equity investments held at June 30, 2020. During the first six months of 2019, the Company recognized unrealized gains of $4 million and unrealized losses of $10 million in Other (income) expense, net related to these investments held at June 30, 2019. Cumulative unrealized gains and cumulative unrealized losses based on observable prices changes for investments in equity investments without readily determinable fair values still held at June 30, 2020 were $127 million and $24 million, respectively.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 - Unobservable inputs that are supported by little or no market activity. Level 3 assets or liabilities are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as assets or liabilities for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
 
Fair Value Measurements Using
 
Fair Value Measurements Using
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
($ in millions)
June 30, 2020
 
December 31, 2019
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign government bonds
$

 
$
2

 
$

 
$
2

 
$

 
$

 
$

 
$

Commercial paper

 

 

 

 

 
668

 

 
668

Corporate notes and bonds

 

 

 

 

 
621

 

 
621

Asset-backed securities (1)

 

 

 

 

 
227

 

 
227

U.S. government and agency securities

 

 

 

 

 
209

 

 
209

Publicly traded equity securities
1,249

 

 

 
1,249

 
518

 

 

 
518

 
1,249


2




1,251


518


1,725




2,243

Other assets (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
74

 

 

 
74

 
60

 

 

 
60

Publicly traded equity securities
58

 

 

 
58

 
320

 

 

 
320

 
132






132


380






380

Derivative assets (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts

 
142

 

 
142

 

 
169

 

 
169

Purchased currency options

 
104

 

 
104

 

 
104

 

 
104

Interest rate swaps

 
82

 

 
82

 

 
15

 

 
15

 


328




328




288




288

Total assets
$
1,381


$
330


$


$
1,711


$
898


$
2,013


$


$
2,911

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration
$

 
$

 
$
798

 
$
798

 
$

 
$

 
$
767

 
$
767

Derivative liabilities (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts

 
128

 

 
128

 

 
95

 

 
95

Written currency options

 
3

 

 
3

 

 
1

 

 
1

Interest rate swaps

 

 

 

 

 
1

 

 
1

 

 
131

 

 
131

 

 
97

 

 
97

Total liabilities
$


$
131


$
798


$
929


$


$
97


$
767


$
864

(1) 
Primarily all of the asset-backed securities were highly rated (Standard & Poor’s rating of AAA and Moody’s Investors Service rating of Aaa), secured primarily by auto loan, credit card and student loan receivables, with weighted-average lives of primarily 5 years or less.
(2) 
Investments included in other assets are restricted as to use, including for the payment of benefits under employee benefit plans.
(3) 
The fair value determination of derivatives includes the impact of the credit risk of counterparties to the derivatives and the Company’s own credit risk, the effects of which were not significant.
As of June 30, 2020 and December 31, 2019, Cash and cash equivalents included $10.4 billion and $8.9 billion of cash equivalents, respectively (which would be considered Level 2 in the fair value hierarchy).
Contingent Consideration
Summarized information about the changes in liabilities for contingent consideration associated with business acquisitions is as follows:
 
Six Months Ended June 30,
($ in millions)
2020
 
2019
Fair value January 1
$
767

 
$
788

Additions
97

 

Changes in estimated fair value (1)
40

 
50

Payments
(106
)
 
(85
)
Fair value June 30 (2)(3)
$
798

 
$
753

(1) Recorded in Cost of sales, Research and development expenses, and Other (income) expense, net. Includes cumulative translation adjustments.
(2) Balance at June 30, 2020 includes $138 million recorded as a current liability for amounts expected to be paid within the next 12 months.
(3) At June 30, 2020 and December 31, 2019, $608 million and $625 million, respectively, of the liabilities relate to the termination of the Sanofi-Pasteur MSD joint venture in 2016. As part of the termination, Merck recorded a liability for contingent future royalty payments of 11.5% on net sales of all Merck products that were previously sold by the joint venture through December 31, 2024. The fair value of this liability is determined utilizing the estimated amount and timing of projected cash flows using a risk-adjusted discount rate of 8% to present value the cash flows.
The additions to contingent consideration in 2020 relate to the acquisition of Themis (see Note 2). The payments of contingent consideration in both periods relate to liabilities recorded in connection with the termination of the Sanofi-Pasteur MSD joint venture in 2016.
Other Fair Value Measurements
Some of the Company’s financial instruments, such as cash and cash equivalents, receivables and payables, are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature.
The estimated fair value of loans payable and long-term debt (including current portion) at June 30, 2020, was $34.5 billion compared with a carrying value of $30.9 billion and at December 31, 2019, was $28.8 billion compared with a carrying value of $26.3 billion. Fair value was estimated using recent observable market prices and would be considered Level 2 in the fair value hierarchy.
Concentrations of Credit Risk
On an ongoing basis, the Company monitors concentrations of credit risk associated with corporate and government issuers of securities and financial institutions with which it conducts business. Credit exposure limits are established to limit a concentration with any single issuer or institution. Cash and investments are placed in instruments that meet high credit quality standards as specified in the Company’s investment policy guidelines.
The majority of the Company’s accounts receivable arise from product sales in the United States, Europe and China and are primarily due from drug wholesalers and retailers, hospitals, government agencies, managed health care providers and pharmacy benefit managers. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. The Company also continues to monitor global economic conditions, including the volatility associated with international sovereign economies, and associated impacts on the financial markets and its business.
The Company has accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable. The Company factored $1.9 billion and $2.7 billion of accounts receivable in the second quarter of 2020 and the fourth quarter of 2019, respectively, under these factoring arrangements, which reduced outstanding accounts receivable. The cash received from the financial institutions is reported within operating activities in the Consolidated Statement of Cash Flows. In certain of these factoring arrangements, for ease of administration, the Company will collect customer payments related to the factored receivables, which it then remits to the financial institutions. The net cash flows relating to these collections are reported as financing activities in the Consolidated Statement of Cash Flows. The cost of factoring such accounts receivable was de minimis.
Derivative financial instruments are executed under International Swaps and Derivatives Association master agreements. The master agreements with several of the Company’s financial institution counterparties also include credit support annexes. These annexes contain provisions that require collateral to be exchanged depending on the value of the derivative assets and liabilities, the Company’s credit rating, and the credit rating of the counterparty. Cash collateral received by the Company from various counterparties was $38 million and $34 million at June 30, 2020 and December 31, 2019, respectively. The obligation to return such collateral is recorded in Accrued and other current liabilities. No cash collateral was advanced by the Company to counterparties as of June 30, 2020 or December 31, 2019.
v3.20.2
Inventories
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventories
Inventories
Inventories consisted of:
($ in millions)
June 30, 2020
 
December 31, 2019
Finished goods
$
2,032

 
$
1,772

Raw materials and work in process
5,874

 
5,650

Supplies
190

 
207

Total (approximates current cost)
8,096

 
7,629

Decrease to LIFO cost
(119
)
 
(171
)
 
$
7,977

 
$
7,458

Recognized as:
 
 
 
Inventories
$
6,056

 
$
5,978

Other assets
1,921

 
1,480


Amounts recognized as Other Assets are comprised almost entirely of raw materials and work in process inventories. At June 30, 2020 and December 31, 2019, these amounts included $1.7 billion and $1.3 billion, respectively, of inventories not expected to be sold within one year. In addition, these amounts included $266 million and $168 million at June 30, 2020 and December 31, 2019, respectively, of inventories produced in preparation for product launches.
v3.20.2
Long-Term Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt
In June 2020, the Company issued $4.5 billion principal amount of senior unsecured notes consisting of $1.0 billion of 0.75% notes due 2026, $1.25 billion of 1.45% notes due 2030, $1.0 billion of 2.35% notes due 2040 and $1.25 billion of 2.45% notes due 2050. Merck intends to use the net proceeds from the offering for general corporate purposes, including without limitation the repayment of outstanding commercial paper borrowings and other indebtedness with upcoming maturities.
v3.20.2
Contingencies
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Contingencies
Contingencies
The Company is involved in various claims and legal proceedings of a nature considered normal to its business, including product liability, intellectual property, and commercial litigation, as well as certain additional matters including governmental and environmental matters. In the opinion of the Company, it is unlikely that the resolution of these matters will be material to the Company’s financial condition, results of operations or cash flows.
Given the nature of the litigation discussed below and the complexities involved in these matters, the Company is unable to reasonably estimate a possible loss or range of possible loss for such matters until the Company knows, among other factors, (i) what claims, if any, will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation and (v) any other factors that may have a material effect on the litigation.
The Company records accruals for contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. For product liability claims, a portion of the overall accrual is actuarially determined and considers such factors as past experience, number of claims reported and estimates of claims incurred but not yet reported. Individually significant contingent losses are accrued when probable and reasonably estimable. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable.
The Company’s decision to obtain insurance coverage is dependent on market conditions, including cost and availability, existing at the time such decisions are made. The Company has evaluated its risks and has determined that the cost of obtaining product liability insurance outweighs the likely benefits of the coverage that is available and, as such, has no insurance for most product liabilities.
Product Liability Litigation
Fosamax
As previously disclosed, Merck is a defendant in product liability lawsuits in the United States involving Fosamax (Fosamax Litigation). As of June 30, 2020, approximately 3,590 cases are pending against Merck in either federal or state court. Plaintiffs in the vast majority of these cases generally allege that they sustained femur fractures and/or other bone injuries (Femur Fractures) in association with the use of Fosamax.
All federal cases involving allegations of Femur Fractures have been or will be transferred to a multidistrict litigation in the District of New Jersey (Femur Fracture MDL). In the only bellwether case tried to date in the Femur Fracture MDL, Glynn v. Merck, the jury returned a verdict in Merck’s favor. In addition, in June 2013, the Femur Fracture MDL court granted Merck’s motion for judgment as a matter of law in the Glynn case and held that the plaintiff’s failure to warn claim was preempted by federal law.
In August 2013, the Femur Fracture MDL court entered an order requiring plaintiffs in the Femur Fracture MDL to show cause why those cases asserting claims for a femur fracture injury that took place prior to September 14, 2010, should not be dismissed based on the court’s preemption decision in the Glynn case. Pursuant to the show cause order, in March 2014, the Femur Fracture MDL court dismissed with prejudice approximately 650 cases on preemption grounds. Plaintiffs in approximately 515 of those cases appealed that decision to the U.S. Court of Appeals for the Third Circuit (Third Circuit). In March 2017, the Third Circuit issued a decision reversing the Femur Fracture MDL court’s preemption ruling and remanding the appealed cases back to the Femur Fracture MDL court. In May 2019, the U.S. Supreme Court decided that the Third Circuit had incorrectly concluded that the issue of preemption should be resolved by a jury, and accordingly vacated the judgment of the Third Circuit and remanded the proceedings back to the Third Circuit to address the issue in a manner consistent with the Supreme Court’s opinion. In November 2019, the Third Circuit remanded the cases back to the District Court in order to allow that court to determine in the first instance whether the plaintiffs’ state law claims are preempted by federal law under the standards described by the Supreme Court in its opinion. Briefing on the issue is closed, and the parties await the decision of the District Court.
Accordingly, as of June 30, 2020, approximately 970 cases were actively pending in the Femur Fracture MDL.
As of June 30, 2020, approximately 2,345 cases alleging Femur Fractures have been filed in New Jersey state court and are pending before Judge James Hyland in Middlesex County. The parties selected an initial group of cases to be reviewed through fact discovery, and Merck has continued to select additional cases to be reviewed.
As of June 30, 2020, approximately 275 cases alleging Femur Fractures have been filed and are pending in California state court. All of the Femur Fracture cases filed in California state court have been coordinated before a single judge in Orange County, California.
Additionally, there are four Femur Fracture cases pending in other state courts.
Discovery is presently stayed in the Femur Fracture MDL and in the state court in California. Merck intends to defend against these lawsuits.
Januvia/Janumet
As previously disclosed, Merck is a defendant in product liability lawsuits in the United States involving Januvia and/or Janumet. As of June 30, 2020, Merck is aware of approximately 1,440 product users alleging that Januvia and/or Janumet caused the development of pancreatic cancer and other injuries.
Most claims have been filed in multidistrict litigation before the U.S. District Court for the Southern District of California (MDL). Outside of the MDL, the majority of claims have been filed in coordinated proceedings before the Superior Court of California, County of Los Angeles (California State Court).
In November 2015, the MDL and California State Court–in separate opinions–granted summary judgment to defendants on grounds of federal preemption.
Plaintiffs appealed in both forums. In November 2017, the U.S. Court of Appeals for the Ninth Circuit vacated the judgment and remanded for further discovery. In November 2018, the California state appellate court reversed and remanded on similar grounds. In March 2019, the parties in the MDL and the California coordinated proceedings agreed to coordinate and adopt a schedule for completing discovery on general causation and preemption issues and for renewing summary judgment and Daubert motions. Under the stipulated case management schedule, the hearings for Daubert and summary judgment motions are expected to take place in the second half of 2020.
As of June 30, 2020, six product users have claims pending against Merck in state courts other than California, including Illinois. In June 2017, the Illinois trial court denied Merck’s motion for summary judgment based on federal preemption. Merck appealed, and the Illinois appellate court affirmed in December 2018. Merck filed a petition for leave to appeal to the Illinois Supreme Court in February 2019. In April 2019, the Illinois Supreme Court stayed consideration of the pending petition to appeal until the U.S. Supreme Court issued its opinion in Merck Sharp & Dohme Corp. v. Albrecht (relating to the Fosamax matter discussed above). Merck filed the opinion in Albrecht with the Illinois Supreme Court in June 2019. The petition for leave to appeal was decided in September 2019, in which the Illinois Supreme Court directed the intermediate appellate court to reconsider its earlier ruling. The Illinois Appellate Court issued a favorable decision concluding, consistent with Albrecht, that preemption presents a legal question to be resolved by the court.
In addition to the claims noted above, the Company has agreed to toll the statute of limitations for approximately 50 additional claims. The Company intends to continue defending against these lawsuits.
Vioxx
As previously disclosed, Merck is a defendant in a lawsuit brought by the Attorney General of Utah alleging that Merck misrepresented the safety of Vioxx. The lawsuit is pending in Utah state court. Utah seeks damages and penalties under the Utah False Claims Act. A bench trial in this matter has been rescheduled for April 6, 2021.
Governmental Proceedings
On June 17, 2020, Merck received a Civil Investigative Demand (CID) from the U.S. Department of Justice. The CID requests answers to interrogatories, as well as various documents, regarding temperature excursions at a third-party storage facility containing certain Merck products. Merck is cooperating with the government’s investigation and intends to produce information and/or documents as necessary in response to the CID.
As previously disclosed, the Company’s subsidiaries in China have received and may continue to receive inquiries regarding their operations from various Chinese governmental agencies. Some of these inquiries may be related to matters involving other multinational pharmaceutical companies, as well as Chinese entities doing business with such companies. The Company’s policy is to cooperate with these authorities and to provide responses as appropriate.
As previously disclosed, from time to time, the Company receives inquiries and is the subject of preliminary investigation activities from competition and other governmental authorities in markets outside the United States. These authorities may include regulators, administrative authorities, and law enforcement and other similar officials, and these preliminary investigation activities may include site visits, formal or informal requests or demands for documents or materials, inquiries or interviews and similar matters. Certain of these preliminary inquiries or activities may lead to the commencement of formal proceedings. Should those proceedings be determined adversely to the Company, monetary fines and/or remedial undertakings may be required.
Commercial and Other Litigation
Zetia Antitrust Litigation
As previously disclosed, Merck, MSD, Schering Corporation and MSP Singapore Company LLC (collectively, the Merck Defendants) are defendants in putative class action and opt-out lawsuits filed in 2018 on behalf of direct and indirect purchasers of Zetia alleging violations of federal and state antitrust laws, as well as other state statutory and common law causes of action. The cases have been consolidated for pretrial purposes in a federal multidistrict litigation before Judge Rebecca Beach Smith in the Eastern District of Virginia. In December 2018, the court denied the Merck Defendants’ motions to dismiss or stay the direct purchaser putative class actions pending bilateral arbitration. In August 2019, the district court adopted in full the report and recommendation of the magistrate judge with respect to the Merck Defendants’ motions to dismiss on non-arbitration issues, thereby granting in part and denying in part Merck Defendants’ motions to dismiss. In addition, in June 2019, the representatives of the putative direct purchaser class filed an amended complaint, and in August 2019, retailer opt-out plaintiffs filed an amended complaint. The Merck Defendants moved to dismiss the new allegations in both complaints. In October 2019, the magistrate judge issued a report and recommendation recommending that the district judge grant the motions in their entirety. In December 2019, the district court adopted this report and recommendation in part. The district court granted the Merck Defendants’ motion to dismiss to the extent the motion sought dismissal of claims for overcharges paid by entities that purchased generic ezetimibe from Par Pharmaceutical, Inc. (Par Pharmaceutical) and dismissed any claims for such overcharges. In November 2019, the direct purchaser plaintiffs and the indirect purchaser plaintiffs filed motions for class certification. On June 18, 2020, the magistrate judge issued a report and recommendation recommending that the district judge grant in part the direct purchasers’ motion for class certification and certify a class of 35 direct purchasers. On July 2, 2020, defendants objected to the report and recommendation. The indirect purchasers’ class certification motion is still pending before the magistrate judge. Trial in this matter has been rescheduled to begin on February 23, 2021.
Patent Litigation
From time to time, generic manufacturers of pharmaceutical products file abbreviated New Drug Applications (NDAs) with the FDA seeking to market generic forms of the Company’s products prior to the expiration of relevant patents owned by the Company. To protect its patent rights, the Company may file patent infringement lawsuits against such generic companies. Similar lawsuits defending the Company’s patent rights may exist in other countries. The Company intends to vigorously defend its patents, which it believes are valid, against infringement by companies attempting to market products prior to the expiration of such patents. As with any litigation, there can be no assurance of the outcomes, which, if adverse, could result in significantly shortened periods of exclusivity for these products and, with respect to products acquired through acquisitions, potentially significant intangible asset impairment charges.
Bridion Between January and March 2020, the Company received multiple Paragraph IV Certification Letters under the Hatch-Waxman Act notifying the Company that generic drug companies have filed applications to the FDA seeking pre-patent expiry approval to sell generic versions of Bridion (sugammadex) Injection. In March and April 2020, the Company filed patent
infringement lawsuits in the U.S. District Courts for the District of New Jersey and the Northern District of West Virginia against those generic companies. These lawsuits, which assert one or more patents covering sugammadex and methods of using sugammadex, automatically stay FDA approval of the generic applications until June 2023 or until adverse court decisions, if any, whichever may occur earlier. No schedule for the cases has been set by the courts.
Januvia, Janumet, Janumet XR — In February 2019, Par Pharmaceutical filed suit against the Company in the U.S. District Court for the District of New Jersey, seeking a declaratory judgment of invalidity of a patent owned by the Company covering certain salt and polymorphic forms of sitagliptin that expires in 2026. In response, the Company filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware against Par Pharmaceutical and additional companies that also indicated an intent to market generic versions of Januvia, Janumet, and Janumet XR following expiration of key patent protection in 2022, but prior to the expiration of the later-granted patent owned by the Company covering certain salt and polymorphic forms of sitagliptin that expires in 2026, and a later granted patent owned by the Company covering the Janumet formulation which expires in 2028. Par Pharmaceutical dismissed its case in the U.S. District Court for the District of New Jersey against the Company and will litigate the action in the U.S. District Court for the District of Delaware. The Company filed a patent infringement lawsuit against Mylan Pharmaceuticals Inc. and Mylan Inc. (Mylan) in the Northern District of West Virginia. The Judicial Panel of Multidistrict Litigation entered an order transferring the Company’s lawsuit against Mylan to the U.S. District Court for the District of Delaware for coordinated and consolidated pretrial proceedings with the other cases pending in that district. The U.S. District Court for the District of Delaware has scheduled the lawsuits for a single 3-day trial on invalidity issues in October 2021. The Court will schedule separate 1-day trials on infringement issues if necessary. In the Company’s case against Mylan, the U.S. District Court for the Northern District of West Virginia has conditionally scheduled a three-day trial in December 2021 on all issues. In February 2020, the Company amended its complaint against one defendant, Teva Pharmaceuticals USA, Inc., to add patent infringement claims related to a patent that expires in 2025 and covers certain processes for manufacturing sitagliptin.
The Company has settled with five generic companies such that these generic companies can bring their products to the market in November 2026 or earlier under certain circumstances.
In October 2019, Mylan filed a petition for Inter Partes Review (IPR) at the United States Patent and Trademark Office (USPTO) seeking invalidity of some, but not all, of the claims of the 2026 patent. The USPTO instituted IPR proceedings in May 2020, finding a reasonable likelihood that the challenged claims are not valid. A trial is scheduled for February 2021 and a final decision is expected in May 2021. After institution, three additional IPR petitions were filed by Teva Pharmaceuticals USA, Inc., Dr. Reddy’s Laboratories, Inc., and Sun Pharmaceutical Industries Ltd., as well as related entities, which requested joinder with Mylan’s IPR proceedings. If the challenges are successful, the unchallenged claims of the 2026 patent will remain valid, subject to the Court proceedings described above.
In Germany, a generic company has sought the revocation of the Supplementary Protection Certificate (SPC) for Janumet. If the generic company is successful, Janumet could lose market exclusivity in Germany as early as July 2022. It is possible that challenges to the Janumet SPC could occur in other European countries.
Other Litigation
There are various other pending legal proceedings involving the Company, principally product liability and intellectual property lawsuits. While it is not feasible to predict the outcome of such proceedings, in the opinion of the Company, either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to the Company’s financial condition, results of operations or cash flows either individually or in the aggregate.
Legal Defense Reserves
Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable. Some of the significant factors considered in the review of these legal defense reserves are as follows: the actual costs incurred by the Company; the development of the Company’s legal defense strategy and structure in light of the scope of its litigation; the number of cases being brought against the Company; the costs and outcomes of completed trials and the most current information regarding anticipated timing, progression, and related costs of pre-trial activities and trials in the associated litigation. The amount of legal defense reserves as of June 30, 2020 and December 31, 2019 of approximately $265 million and $240 million, respectively, represents the Company’s best estimate of the minimum amount of defense costs to be incurred in connection with its outstanding litigation; however, events such as additional trials and other events that could arise in the course of its litigation could affect the ultimate amount of legal defense costs to be incurred by the Company. The Company will continue to monitor its legal defense costs and review the adequacy of the associated reserves and may determine to increase the reserves at any time in the future if, based upon the factors set forth, it believes it would be appropriate to do so.
v3.20.2
Equity
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity
Equity
 
Three Months Ended June 30,
 
  
Common Stock
Other
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
 
Treasury Stock
Non-
controlling
Interests
Total
($ and shares in millions except per share amounts)
Shares
Par Value
Shares
Cost
Balance at April 1, 2019
3,577

$
1,788

$
38,768

$
44,065

$
(5,346
)
994

$
(51,736
)
$
131

$
27,670

Net income attributable to Merck & Co., Inc.



2,670





2,670

Other comprehensive loss, net of taxes




(16
)



(16
)
Cash dividends declared on common stock ($0.55 per share)



(1,440
)




(1,440
)
Treasury stock shares purchased


1,000



24

(2,235
)

(1,235
)
Share-based compensation plans and other


(284
)


(8
)
401


117

Net loss attributable to noncontrolling interests







(26
)
(26
)
Other changes in noncontrolling interests







(3
)
(3
)
Balance at June 30, 2019
3,577

$
1,788

$
39,484

$
45,295

$
(5,362
)
1,010

$
(53,570
)
$
102

$
27,737

Balance at April 1, 2020
3,577

$
1,788

$
39,697

$
48,272

$
(6,391
)
1,053

$
(57,161
)
$
95

$
26,300

Net income attributable to Merck & Co., Inc.



3,002





3,002

Other comprehensive loss, net of taxes




(2
)



(2
)
Cash dividends declared on common stock ($0.61 per share)



(1,550
)




(1,550
)
Share-based compensation plans and other


(324
)


(5
)
311


(13
)
Net income attributable to noncontrolling interests







8

8

Distributions attributable to noncontrolling interests







(1
)
(1
)
Balance at June 30, 2020
3,577

$
1,788

$
39,373

$
49,724

$
(6,393
)
1,048

$
(56,850
)
$
102

$
27,744

 
Six Months Ended June 30,
 
  
Common Stock
Other
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
 
Treasury Stock
Non-
controlling
Interests
Total
($ and shares in millions except per share amounts)
Shares
Par Value
Shares
Cost
Balance at January 1, 2019
3,577

$
1,788

$
38,808

$
42,579

$
(5,545
)
985

$
(50,929
)
$
181

$
26,882

Net income attributable to Merck & Co., Inc.



5,585





5,585

Other comprehensive income, net of taxes




183




183

Cash dividends declared on common stock ($1.10 per share)



(2,869
)




(2,869
)
Treasury stock shares purchased


1,000



38

(3,325
)

(2,325
)
Share-based compensation plans and other


(324
)


(13
)
684


360

Net loss attributable to noncontrolling interests







(79
)
(79
)
Balance at June 30, 2019
3,577

$
1,788

$
39,484

$
45,295

$
(5,362
)
1,010

$
(53,570
)
$
102

$
27,737

Balance at January 1, 2020
3,577

$
1,788

$
39,660

$
46,602

$
(6,193
)
1,038

$
(55,950
)
$
94

$
26,001

Net income attributable to Merck & Co., Inc.



6,221





6,221

Other comprehensive loss, net of taxes




(200
)



(200
)
Cash dividends declared on common stock ($1.22 per share)



(3,099
)




(3,099
)
Treasury stock shares purchased





16

(1,281
)

(1,281
)
Share-based compensation plans and other


(287
)


(6
)
381


94

Net income attributable to noncontrolling interests







8

8

Balance at June 30, 2020
3,577

$
1,788

$
39,373

$
49,724

$
(6,393
)
1,048

$
(56,850
)
$
102

$
27,744


v3.20.2
Share-Based Compensation Plans
6 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Plans
Share-Based Compensation Plans
The Company has share-based compensation plans under which the Company grants restricted stock units (RSUs) and performance share units (PSUs) to certain management level employees. In addition, employees and non-employee directors may be granted options to purchase shares of Company common stock at the fair market value at the time of grant.
The following table provides the amounts of share-based compensation cost recorded in the Condensed Consolidated Statement of Income:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Pretax share-based compensation expense
$
121

 
$
111

 
$
229

 
$
204

Income tax benefit
(16
)
 
(15
)
 
(31
)
 
(28
)
Total share-based compensation expense, net of taxes
$
105

 
$
96

 
$
198

 
$
176


During the first six months of 2020, the Company granted 6 million RSUs with a weighted-average grant date fair value of $77.74 per RSU and during the first six months of 2019 granted 6 million RSUs with a weighted-average grant date fair value of $76.31 per RSU. During the first six months of 2020, the Company granted 773 thousand PSUs with a weighted-average grant date fair value of $75.22 per PSU and during the first six months of 2019 granted 609 thousand PSUs with a weighted-average grant date fair value of $90.50 per PSU.
During the first six months of 2020, the Company granted 4 million stock options with a weighted-average exercise price of $77.67 per option and during the first six months of 2019 granted 3 million stock options with a weighted-average exercise price of $80.00 per option. The weighted-average fair value of options granted during the first six months of 2020 and 2019 was $9.93 and $10.63 per option, respectively, and was determined using the following assumptions:
  
Six Months Ended 
 June 30,
 
2020
 
2019
Expected dividend yield
3.1
%
 
3.2
%
Risk-free interest rate
0.4
%
 
2.4
%
Expected volatility
22.1
%
 
18.7
%
Expected life (years)
5.8

 
5.9


At June 30, 2020, there was $908 million of total pretax unrecognized compensation expense related to nonvested stock options, RSU and PSU awards which will be recognized over a weighted-average period of 2.2 years. For segment reporting, share-based compensation costs are unallocated expenses.
v3.20.2
Pension and Other Postretirement Benefit Plans
6 Months Ended
Jun. 30, 2020
Retirement Benefits [Abstract]  
Pension and Other Postretirement Benefit Plans
Pension and Other Postretirement Benefit Plans
The Company has defined benefit pension plans covering eligible employees in the United States and in certain of its international subsidiaries. The net periodic benefit cost of such plans consisted of the following components: 
  
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2020
 
2019
 
2020
 
2019
($ in millions)
U.S.
 
International
 
U.S.
 
International
 
U.S.
 
International
 
U.S.
 
International
Service cost
$
88

 
$
74

 
$
74

 
$
60

 
$
175

 
$
148

 
$
144

 
$
120

Interest cost
109

 
33

 
113

 
44

 
217

 
68

 
228

 
89

Expected return on plan assets
(195
)
 
(101
)
 
(205
)
 
(107
)
 
(388
)
 
(205
)
 
(411
)
 
(214
)
Amortization of unrecognized prior service credit
(12
)
 
(3
)
 
(12
)
 
(3
)
 
(25
)
 
(6
)
 
(25
)
 
(6
)
Net loss amortization
76

 
31

 
35

 
16

 
152

 
62

 
70

 
31

Termination benefits
1

 

 
3

 
1

 
4

 
1

 
5

 
1

Curtailments

 

 

 

 
2

 
(1
)
 
1

 

Settlements
9

 
2

 

 

 
9

 
2

 

 

 
$
76


$
36


$
8


$
11

 
$
146

 
$
69

 
$
12

 
$
21

The Company now anticipates contributing approximately $220 million to its U.S. pension plans in 2020, of which $170 million was contributed in the first half of the year.
The Company provides medical benefits, principally to its eligible U.S. retirees and similar benefits to their dependents, through its other postretirement benefit plans. The net credit of such plans consisted of the following components: 
  
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Service cost
$
13

 
$
12

 
$
26

 
$
24

Interest cost
14

 
18

 
29

 
35

Expected return on plan assets
(19
)
 
(18
)
 
(37
)
 
(36
)
Amortization of unrecognized prior service credit
(22
)
 
(21
)
 
(45
)
 
(43
)
Curtailments

 
(1
)
 
(1
)
 
(1
)
 
$
(14
)
 
$
(10
)
 
$
(28
)
 
$
(21
)

In connection with restructuring actions (see Note 4), termination charges were recorded on pension plans related to expanded eligibility for certain employees exiting Merck. Also, in connection with these restructuring actions, curtailments were recorded on pension and other postretirement benefit plans and settlements were recorded on certain U.S. and international pension plans as reflected in the tables above.
The components of net periodic benefit cost (credit) other than the service cost component are included in Other (income) expense, net (see Note 12), with the exception of certain amounts for termination benefits, curtailments and settlements, which are recorded in Restructuring costs if the event giving rise to the termination benefits, curtailment or settlement is related to restructuring actions as noted above.
v3.20.2
Other (Income) Expense, Net
6 Months Ended
Jun. 30, 2020
Other Income and Expenses [Abstract]  
Other (Income) Expense, Net
Other (Income) Expense, Net
Other (income) expense, net, consisted of: 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Interest income
$
(14
)
 
$
(75
)
 
$
(39
)
 
$
(164
)
Interest expense
209

 
233

 
421

 
442

Exchange losses
24

 
27

 
78

 
128

Income from investments in equity securities, net (1)
(551
)
 
(58
)
 
(603
)
 
(32
)
Net periodic defined benefit plan (credit) cost other than service cost
(80
)
 
(140
)
 
(170
)
 
(281
)
Other, net
22

 
153

 
(5
)
 
234

 
$
(390
)
 
$
140

 
$
(318
)
 
$
327


(1) 
Includes net realized and unrealized gains and losses from investments in equity securities either owned directly or through ownership interests in investment funds. Unrealized gains and losses from investments that are directly owned are determined at the end of the reporting period, while ownership interests in investment funds are accounted for on a one quarter lag. The Company estimates that gains of approximately $300 million will be recognized in the third quarter of 2020 from ownership interests in investment funds.
The decline in interest income in the second quarter and first six months of 2020 reflects lower investments and lower interest rates. The lower exchange losses in the first six months of 2020 reflect losses on forward exchange contracts in 2019 related to the acquisition of Antelliq. The increase in income from investments in equity securities, net, in both the second quarter and first six months of 2020 was driven primarily by the recognition of unrealized gains on certain investments, most of which relate to Moderna, Inc., as well as NGM Biopharmaceuticals, Inc.
Other, net (as reflected in the table above) in the second quarter and first six months of 2019 includes $78 million and $162 million, respectively, of goodwill impairment charges related to certain businesses in the Healthcare Services segment.
Interest paid for the six months ended June 30, 2020 and 2019 was $387 million and $356 million, respectively.
v3.20.2
Taxes on Income
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Taxes on Income
Taxes on Income
The effective income tax rates of 14.5% and 18.9% for the second quarter of 2020 and 2019, respectively, and 15.3% and 13.0% for the first six months of 2020 and 2019, respectively, reflect the impacts of acquisition and divestiture-related costs and restructuring costs, partially offset by the beneficial impact of foreign earnings. In addition, the effective income tax rate for the first six months of 2019 reflects the favorable impact of a $360 million net tax benefit related to the settlement of certain federal income tax matters.
In the first quarter of 2019, the Internal Revenue Service (IRS) concluded its examinations of Merck’s 2012-2014 U.S. federal income tax returns. As a result, the Company was required to make a payment of $107 million. The Company’s reserves for unrecognized tax benefits for the years under examination exceeded the adjustments relating to this examination period and therefore the Company recorded a $360 million net tax benefit in the first six months of 2019. This net benefit reflects reductions in reserves for unrecognized tax benefits for tax positions relating to the years that were under examination, partially offset by additional reserves for tax positions not previously reserved for.
v3.20.2
Earnings Per Share
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share
The calculations of earnings per share are as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ and shares in millions except per share amounts)
2020
 
2019
 
2020
 
2019
Net income attributable to Merck & Co., Inc.
$
3,002

 
$
2,670

 
$
6,221

 
$
5,585

Average common shares outstanding
2,527

 
2,574

 
2,531

 
2,579

Common shares issuable (1)
9

 
14

 
11

 
17

Average common shares outstanding assuming dilution
2,536

 
2,588

 
2,542

 
2,596

Basic earnings per common share attributable to Merck & Co., Inc. common shareholders
$
1.19

 
$
1.04

 
$
2.46

 
$
2.17

Earnings per common share assuming dilution attributable to Merck & Co., Inc. common shareholders
$
1.18

 
$
1.03

 
$
2.45

 
$
2.15

(1) 
Issuable primarily under share-based compensation plans.
For the second quarter of 2020 and 2019, 8 million and 3 million, respectively, and for both the first six months of 2020 and 2019, 4 million of common shares issuable under share-based compensation plans were excluded from the computation of earnings per common share assuming dilution because the effect would have been antidilutive.
v3.20.2
Other Comprehensive Income (Loss)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Other Comprehensive Income (Loss)
Other Comprehensive Income (Loss)
Changes in AOCI by component are as follows:
 
Three Months Ended June 30,
($ in millions)
Derivatives
 
Investments
 
Employee
Benefit
Plans
 
Cumulative
Translation
Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Balance April 1, 2019, net of taxes
$
118

 
$
4

 
$
(3,541
)
 
$
(1,927
)
 
$
(5,346
)
Other comprehensive income (loss) before reclassification adjustments, pretax
10

 
55

 

 
(25
)
 
40

Tax
(2
)
 

 

 
6

 
4

Other comprehensive income (loss) before reclassification adjustments, net of taxes
8

 
55

 

 
(19
)
 
44

Reclassification adjustments, pretax
(76
)
(1) 
(11
)
(2) 
14

(3) 

 
(73
)
Tax
16

 

 
(3
)
 

 
13

Reclassification adjustments, net of taxes
(60
)

(11
)

11



 
(60
)
Other comprehensive income (loss), net of taxes
(52
)
 
44

 
11

 
(19
)
 
(16
)
Balance June 30, 2019, net of taxes
$
66

 
$
48

 
$
(3,530
)
 
$
(1,946
)
 
$
(5,362
)
Balance April 1, 2020, net of taxes
$
135

 
$

 
$
(4,201
)
 
$
(2,325
)
 
$
(6,391
)
Other comprehensive income (loss) before reclassification adjustments, pretax
(110
)
 

 
(21
)
 
63

 
(68
)
Tax
23

 

 
6

 
16

 
45

Other comprehensive income (loss) before reclassification adjustments, net of taxes
(87
)
 

 
(15
)
 
79

 
(23
)
Reclassification adjustments, pretax
(42
)
(1) 

 
69

(3) 

 
27

Tax
9

 

 
(15
)
 

 
(6
)
Reclassification adjustments, net of taxes
(33
)



54



 
21

Other comprehensive income (loss), net of taxes
(120
)
 

 
39

 
79

 
(2
)
Balance June 30, 2020, net of taxes
$
15


$


$
(4,162
)

$
(2,246
)

$
(6,393
)

 
Six Months Ended June 30,
($ in millions)
Derivatives
 
Investments
 
Employee
Benefit
Plans
 
Cumulative
Translation
Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Balance January 1, 2019, net of taxes
$
166

 
$
(78
)
 
$
(3,556
)
 
$
(2,077
)
 
$
(5,545
)
Other comprehensive income (loss) before reclassification adjustments, pretax
(3
)
 
131

 
(1
)
 
131

 
258

Tax
1

 

 
6

 

 
7

Other comprehensive income (loss) before reclassification adjustments, net of taxes
(2
)
 
131

 
5

 
131

 
265

Reclassification adjustments, pretax
(124
)
(1) 
(5
)
(2) 
28

(3) 

 
(101
)
Tax
26

 

 
(7
)
 

 
19

Reclassification adjustments, net of taxes
(98
)
 
(5
)
 
21

 

 
(82
)
Other comprehensive income (loss), net of taxes
(100
)
 
126

 
26

 
131

 
183

Balance June 30, 2019, net of taxes
$
66


$
48


$
(3,530
)

$
(1,946
)

$
(5,362
)
Balance January 1, 2020, net of taxes
$
31

 
$
18

 
$
(4,261
)
 
$
(1,981
)
 
$
(6,193
)
Other comprehensive income (loss) before reclassification adjustments, pretax
68

 
3

 
(21
)
 
(270
)
 
(220
)
Tax
(14
)
 

 
11

 
5

 
2

Other comprehensive income (loss) before reclassification adjustments, net of taxes
54

 
3

 
(10
)
 
(265
)
 
(218
)
Reclassification adjustments, pretax
(89
)
(1) 
(21
)
(2) 
138

(3) 

 
28

Tax
19

 

 
(29
)
 

 
(10
)
Reclassification adjustments, net of taxes
(70
)
 
(21
)
 
109

 

 
18

Other comprehensive income (loss), net of taxes
(16
)
 
(18
)
 
99

 
(265
)
 
(200
)
Balance June 30, 2020, net of taxes
$
15


$


$
(4,162
)

$
(2,246
)

$
(6,393
)

(1) 
Relates to foreign currency cash flow hedges that were reclassified from AOCI to Sales.
(2) Represents net realized (gains) losses on the sales of available-for-sale debt securities that were reclassified from AOCI to Other (income) expense, net.
(3) Includes net amortization of prior service cost and actuarial gains and losses included in net periodic benefit cost (see Note 11).
v3.20.2
Segment Reporting
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Segment Reporting
Segment Reporting
The Company’s operations are principally managed on a products basis and include three operating segments, which are the Pharmaceutical, Animal Health and Healthcare Services segments. The Pharmaceutical and Animal Health segments are the only reportable segments.
The Pharmaceutical segment includes human health pharmaceutical and vaccine products. Human health pharmaceutical products consist of therapeutic and preventive agents, generally sold by prescription, for the treatment of human disorders. The Company sells these human health pharmaceutical products primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as health maintenance organizations, pharmacy benefit managers and other institutions. Human health vaccine products consist of preventive pediatric, adolescent and adult vaccines, primarily administered at physician offices. The Company sells these human health vaccines primarily to physicians, wholesalers, physician distributors and government entities. A large component of pediatric and adolescent vaccine sales are made to the U.S. Centers for Disease Control and Prevention Vaccines for Children program, which is funded by the U.S. government. Additionally, the Company sells vaccines to the Federal government for placement into vaccine stockpiles.
The Animal Health segment discovers, develops, manufactures and markets a wide range of veterinary pharmaceutical and vaccine products, as well as health management solutions and services, for the prevention, treatment and control of disease in all major livestock and companion animal species. The Company also offers an extensive suite of digitally connected identification, traceability and monitoring products. The Company sells its products to veterinarians, distributors and animal producers.
The Healthcare Services segment provided services and solutions that focus on engagement, health analytics and clinical services to improve the value of care delivered to patients. The Company has been in the process of divesting the businesses in the Healthcare Services segment. The remaining businesses were divested during the first quarter of 2020.

Sales of the Company’s products were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
 ($ in millions)
U.S.
 
Int’l
 
Total
 
U.S.
 
Int’l
 
Total
 
U.S.
 
Int’l
 
Total
 
U.S.
 
Int’l
 
Total
Pharmaceutical:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oncology
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Keytruda
$
2,043

 
$
1,345

 
$
3,388

 
$
1,498

 
$
1,136

 
$
2,634

 
$
3,949

 
$
2,722

 
$
6,672

 
$
2,782

 
$
2,121

 
$
4,903

Alliance revenue - Lynparza (1)
105

 
73

 
178

 
66

 
45

 
111

 
190

 
133

 
323

 
116

 
74

 
190

Alliance revenue - Lenvima (1)
98

 
53

 
151

 
54

 
43

 
97

 
188

 
91

 
279

 
104

 
67

 
171

Emend
6

 
27

 
33

 
67

 
54

 
121

 
11

 
65

 
76

 
130

 
107

 
237

Vaccines
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gardasil/Gardasil 9
168

 
488

 
656

 
456

 
430

 
886

 
629

 
1,124

 
1,753

 
818

 
906

 
1,724

ProQuad/M-M-R II/Varivax
263

 
115

 
378

 
500

 
174

 
675

 
596

 
217

 
813

 
843

 
328

 
1,171

RotaTeq
100

 
68

 
168

 
104

 
68

 
172

 
241

 
150

 
391

 
258

 
125

 
383

Pneumovax 23
21

 
96

 
117

 
123

 
47

 
170

 
203

 
170

 
373

 
248

 
107

 
355

Vaqta
17

 
11

 
28

 
38

 
20

 
58

 
47

 
41

 
88

 
67

 
39

 
105

Hospital Acute Care
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bridion
107

 
117

 
224

 
129

 
149

 
278

 
250

 
274

 
524

 
248

 
285

 
533

Noxafil
6

 
67

 
73

 
100

 
93

 
193

 
14

 
154

 
168

 
191

 
192

 
383

Prevymis
28

 
35

 
63

 
19

 
18

 
38

 
55

 
68

 
123

 
37

 
33

 
70

Primaxin
1

 
63

 
64

 

 
70

 
71

 
1

 
114

 
115

 
1

 
129

 
130

Invanz

 
43

 
43

 
18

 
60

 
78

 
6

 
102

 
108

 
31

 
118

 
150

Cancidas
(2
)
 
45

 
43

 
3

 
64

 
67

 
1

 
98

 
98

 
4

 
125

 
129

Cubicin
10

 
21

 
32

 
22

 
45

 
67

 
25

 
53

 
78

 
64

 
91

 
155

Zerbaxa
17

 
15

 
32

 
13

 
14

 
27

 
37

 
32

 
69

 
25

 
28

 
53

Immunology
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Simponi

 
191

 
191

 

 
214

 
214

 

 
406

 
406

 

 
422

 
422

Remicade

 
73

 
73

 

 
98

 
98

 

 
160

 
160

 

 
221

 
221

Neuroscience
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Belsomra
22

 
61

 
84

 
21

 
55

 
76

 
49

 
114

 
163

 
45

 
98

 
143

Virology
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Isentress/Isentress HD
76

 
120

 
196

 
94

 
153

 
247

 
151

 
290

 
441

 
202

 
300

 
502

Zepatier
15

 
24

 
39

 
39

 
68

 
108

 
33

 
62

 
94

 
72

 
149

 
221

Cardiovascular
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Zetia
(1
)
 
138

 
137

 
6

 
150

 
156

 
(4
)
 
285

 
282

 
6

 
290

 
296

Vytorin
2

 
37

 
39

 
3

 
73

 
76

 
5

 
86

 
92

 
6

 
167

 
174

Atozet

 
115

 
115

 

 
92

 
92

 

 
238

 
238

 

 
186

 
186

Alliance revenue - Adempas (2)
73

 
6

 
79

 
49

 
2

 
51

 
122

 
11

 
133

 
89

 
5

 
94

Adempas

 
57

 
57

 

 
53

 
53

 

 
113

 
113

 

 
100

 
100

Diabetes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Januvia
413

 
441

 
854

 
471

 
437

 
908

 
768

 
860

 
1,628

 
855

 
877

 
1,732

Janumet
143

 
348

 
490

 
166

 
366

 
533

 
256

 
737

 
993

 
333

 
730

 
1,063

Women’s Health
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Implanon/Nexplanon
87

 
44

 
132

 
136

 
48

 
183

 
237

 
90

 
326

 
285

 
98

 
382

NuvaRing
35

 
28

 
63

 
206

 
34

 
240

 
61

 
65

 
126

 
391

 
68

 
459

Diversified Brands
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Singulair
4

 
96

 
100

 
8

 
153

 
160

 
9

 
246

 
255

 
13

 
338

 
352

Cozaar/Hyzaar
4

 
94

 
98

 
6

 
103

 
109

 
12

 
189

 
200

 
10

 
202

 
213

Arcoxia

 
65

 
65

 

 
75

 
75

 

 
135

 
135

 

 
149

 
149

Nasonex
4

 
45

 
49

 
(1
)
 
73

 
72

 
10

 
110

 
120

 
(2
)
 
170

 
168

Follistim AQ
20

 
24

 
44

 
24

 
39

 
63

 
40

 
45

 
85

 
53

 
67

 
121

Other pharmaceutical (3)
385

 
720

 
1,103

 
369

 
837

 
1,203

 
792

 
1,500

 
2,293

 
697

 
1,589

 
2,283

Total Pharmaceutical segment sales
4,270


5,409


9,679


4,807


5,653


10,460


8,984


11,350


20,334


9,022


11,101


20,123

Animal Health:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Livestock
122

 
526

 
648

 
145

 
526

 
671

 
284

 
1,102

 
1,386

 
261

 
1,021

 
1,282

Companion Animals
220

 
233

 
453

 
190

 
263

 
453

 
442

 
486

 
928

 
367

 
500

 
867

Total Animal Health segment sales
342


759


1,101


335


789


1,124


726


1,588


2,314


628


1,521


2,149

Other segment sales (4)

 

 

 
47

 

 
48

 
23

 

 
23

 
86

 

 
87

Total segment sales
4,612


6,168


10,780


5,189


6,442


11,632


9,733


12,938


22,671


9,736


12,622


22,359

Other (5)
22

 
70

 
92

 
4

 
125

 
128

 
38

 
220

 
258

 
12

 
206

 
216

 
$
4,634

 
$
6,238

 
$
10,872

 
$
5,193

 
$
6,567

 
$
11,760

 
$
9,771

 
$
13,158

 
$
22,929

 
$
9,748

 
$
12,828

 
$
22,575

U.S. plus international may not equal total due to rounding.
(1) 
Alliance revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs (see Note 3).
(2) 
Alliance revenue represents Merck’s share of profits from sales in Bayer’s marketing territories, which are product sales net of cost of sales and commercialization costs (see Note 3).
(3) 
Other pharmaceutical primarily reflects sales of other human health pharmaceutical products, including products within the franchises not listed separately.
(4) 
Represents sales for the Healthcare Services segment. All the businesses in the Healthcare Services segment were divested as of March 31, 2020.
(5) 
Other is primarily comprised of miscellaneous corporate revenues, including revenue hedging activities, as well as third-party manufacturing sales. Other in the first six months of 2020 and 2019 also includes approximately $85 million and $15 million, respectively, related to the sale of the marketing rights for certain products.
Product sales are recorded net of the provision for discounts, including chargebacks, which are customer discounts that occur when a contracted customer purchases through an intermediary wholesale purchaser, and rebates that are owed based upon definitive contractual agreements or legal requirements with private sector and public sector (Medicaid and Medicare Part D) benefit providers, after the final dispensing of the product by a pharmacy to a benefit plan participant. These discounts, in the aggregate, reduced U.S. sales by $3.0 billion and $2.9 billion for the three months ended June 30, 2020 and 2019, respectively, and $6.2 billion and $5.5 billion for the six months ended June 30, 2020 and 2019, respectively.
Consolidated sales by geographic area where derived are as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
United States
$
4,634

 
$
5,193

 
$
9,771

 
$
9,748

Europe, Middle East and Africa
3,071

 
3,163

 
6,605

 
6,265

China
834

 
763

 
1,699

 
1,509

Japan
867

 
921

 
1,678

 
1,720

Asia Pacific (other than China and Japan)
666

 
716

 
1,394

 
1,461

Latin America
510

 
658

 
1,066

 
1,219

Other
290

 
346

 
716

 
653

 
$
10,872


$
11,760


$
22,929


$
22,575


A reconciliation of segment profits to Income before taxes is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Segment profits:
 
 
 
 
 
 
 
Pharmaceutical segment
$
6,560

 
$
7,115

 
$
14,036

 
$
13,690

Animal Health segment
407

 
405

 
885

 
820

Other segment

 
(2
)
 
2

 

Total segment profits
6,967

 
7,518

 
14,923

 
14,510

Other profits
61

 
94

 
200

 
124

Unallocated:
 
 
 
 
 
 
 
Interest income
14

 
75

 
39

 
164

Interest expense
(209
)
 
(233
)
 
(421
)
 
(442
)
Depreciation and amortization
(390
)
 
(427
)
 
(772
)
 
(786
)
Research and development
(1,994
)
 
(2,093
)
 
(4,092
)
 
(3,935
)
Amortization of purchase accounting adjustments
(299
)
 
(378
)
 
(594
)
 
(775
)
Restructuring costs
(83
)
 
(59
)
 
(155
)
 
(212
)
Other unallocated, net
(548
)
 
(1,238
)
 
(1,771
)
 
(2,322
)
 
$
3,519

 
$
3,259

 
$
7,357

 
$
6,326


Pharmaceutical segment profits are comprised of segment sales less standard costs, as well as selling, general and administrative expenses directly incurred by the segment. Animal Health segment profits are comprised of segment sales, less all cost of sales, as well as selling, general and administrative expenses and research and development costs directly incurred by the segment. For internal management reporting presented to the chief operating decision maker, Merck does not allocate the remaining cost of sales not included in segment profits as described above, research and development expenses incurred in Merck Research Laboratories, the Company’s research and development division that focuses on human health-related activities, or general and administrative expenses, nor the cost of financing these activities. Separate divisions maintain responsibility for monitoring and managing these costs, including depreciation related to fixed assets utilized by these divisions and, therefore, they are not included in segment profits. In addition, costs related to restructuring activities, as well as the amortization of purchase accounting adjustments are not allocated to segments.
Other profits are primarily comprised of miscellaneous corporate profits, as well as operating profits related to third-party manufacturing sales.
Other unallocated, net, includes expenses from corporate and manufacturing cost centers, goodwill and other intangible asset impairment charges, gains or losses on sales of businesses, expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration, and other miscellaneous income or expense items.
v3.20.2
Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Merck & Co., Inc. (Merck or the Company) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements are not included herein. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Merck’s Form 10-K filed on February 26, 2020.
The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. In the Company’s opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature.
Recently Adopted and Issued Accounting Standards
Recently Adopted Accounting Standards
In June 2016, the Financial Accounting Standards Board (FASB) issued new guidance on the accounting for credit losses on financial instruments. The new guidance introduces an expected loss model for estimating credit losses, replacing the incurred loss model. The new guidance also changes the impairment model for available-for-sale debt securities, requiring the use of an allowance to record estimated credit losses (and subsequent recoveries). The Company adopted the new guidance effective January 1, 2020. There was no impact to the Company’s consolidated financial statements upon adoption.
In November 2018, the FASB issued new guidance for collaborative arrangements intended to reduce diversity in practice by clarifying whether certain transactions between collaborative arrangement participants should be accounted for under revenue recognition guidance (ASC 606). The Company adopted the new guidance effective January 1, 2020, which resulted in minor changes to the presentation of information related to the Company’s collaborative arrangements.
Recently Issued Accounting Standards Not Yet Adopted
In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021. Early adoption is permitted. The amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or prospectively, depending on the amendment. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
In January 2020, the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of accounting and measuring certain purchased options and forward contracts to acquire investments. The new guidance is effective for interim and annual periods in 2021 and is to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
v3.20.2
Contingencies Commitments and Contingencies (Policies)
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Legal Costs, Policy Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable.
v3.20.2
Acquisitions, Research Collaborations and License Agreements (Tables)
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Fair Value of Assets Acquired and Liabilities Assumed
The estimated fair value of assets acquired and liabilities assumed from Antelliq is as follows:
 
 
($ in millions)
April 1, 2019
Cash and cash equivalents
$
31

Accounts receivable
73

Inventories
93

Property, plant and equipment
60

Identifiable intangible assets (useful lives ranging from 18-24 years) (1)
2,689

Deferred income tax liabilities
(589
)
Other assets and liabilities, net
(82
)
Total identifiable net assets
2,275

Goodwill (2)
1,376

Consideration transferred
$
3,651


(1) 
The estimated fair values of identifiable intangible assets relate primarily to trade names and were determined using an income approach. The future net cash flows were discounted to present value utilizing a discount rate of 11.5%. Actual cash flows are likely to be different than those assumed.
(2) 
The goodwill recognized is largely attributable to anticipated synergies expected to arise after the acquisition and was allocated to the Animal Health segment. The goodwill is not deductible for tax purposes.

The estimated fair value of assets acquired and liabilities assumed from ArQule is as follows:
 
 
($ in millions)
January 16, 2020
Cash and cash equivalents
$
145

IPR&D MK-1026 (formerly ARQ 531) (1)
2,280

IPR&D MK-7075 (formerly ARQ 092) (1)
170

Licensing arrangement for ARQ 087
80

Deferred income tax liabilities
(434
)
Other assets and liabilities, net
35

Total identifiable net assets
2,276

Goodwill (2)
414

Consideration transferred
$
2,690

(1) 
The estimated fair values of the identifiable intangible assets related to in-process research and development (IPR&D) were determined using an income approach. The future net cash flows were discounted to present value utilizing a discount rate of 12.5%. Actual cash flows are likely to be different than those assumed.
(2) 
The goodwill was allocated to the Pharmaceutical segment and is not deductible for tax purposes.
v3.20.2
Collaborative Arrangements (Tables)
6 Months Ended
Jun. 30, 2020
Collaborative Arrangements [Abstract]  
Collaboration Arrangements
Summarized financial information related to this collaboration is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Alliance revenue - Lynparza
$
178

 
$
111

 
$
323

 
$
190

 
 
 
 
 
 
 
 
Cost of sales (1)
137

 
73

 
164

 
92

Selling, general and administrative
39

 
33

 
72

 
59

Research and development
37

 
33

 
73

 
78

 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
June 30, 2020
 
December 31, 2019
Receivables from AstraZeneca included in Other current assets
 
 
 
 
$
168

 
$
128

Payables to AstraZeneca included in Accrued and other current liabilities (2)
 
 
 
 
324

 
577

Payables to AstraZeneca included in Other Noncurrent Liabilities (2)
 
 
 
 
400

 

(1) Represents amortization of capitalized milestone payments.
(2) Includes accrued milestone payments.
Summarized financial information related to this collaboration is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Alliance revenue - Adempas
$
79

 
$
51

 
$
133

 
$
94

Net sales of Adempas recorded by Merck
57

 
53

 
113

 
100

Total sales
$
136


$
104


$
246


$
194

 
 
 
 
 
 
 
 
Cost of sales (1)
28

 
29

 
57

 
58

Selling, general and administrative
17

 
11

 
28

 
20

Research and development
16

 
32

 
41

 
62

 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
June 30, 2020
 
December 31, 2019
Receivables from Bayer included in Other current assets
 
 
 
 
$
62

 
$
49

Payables to Bayer included in Other Noncurrent Liabilities (2)
 
 
 
 
375

 
375

(1) Includes amortization of intangible assets.
(2) Represents accrued milestone payment.
Summarized financial information related to this collaboration is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Alliance revenue - Lenvima
$
151

 
$
97

 
$
279

 
$
171

 
 
 
 
 
 
 
 
Cost of sales (1)
135

 
23

 
170

 
74

Selling, general and administrative
19

 
19

 
31

 
38

Research and development
56

 
62

 
120

 
109

 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
June 30, 2020
 
December 31, 2019
Receivables from Eisai included in Other current assets
 
 
 
 
$
173

 
$
150

Payables to Eisai included in Accrued and other current liabilities (2)
 
 
 
 
325

 
700

Payables to Eisai included in Other Noncurrent Liabilities (3)
 
 
 
 
570

 
525

(1) Represents amortization of capitalized milestone payments.
(2) Includes accrued milestone and future option payments.
(3) Includes accrued milestone payments.
v3.20.2
Restructuring (Tables)
6 Months Ended
Jun. 30, 2020
Restructuring and Related Activities [Abstract]  
Charges Related to Restructuring Program Activities by Type of Cost
The following tables summarize the charges related to restructuring program activities by type of cost:
 
Three Months Ended June 30, 2020
 
Six Months Ended June 30, 2020
($ in millions)
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
 
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
Cost of sales
$

 
$
31

 
$
(6
)
 
$
25

 
$

 
$
56

 
$
37

 
$
93

Selling, general and administrative

 
11

 

 
11

 

 
22

 

 
22

Research and development

 
31

 

 
31

 

 
48

 

 
48

Restructuring costs
35

 

 
48

 
83

 
82

 

 
73

 
155

 
$
35

 
$
73

 
$
42

 
$
150

 
$
82

 
$
126

 
$
110

 
$
318

 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
($ in millions)
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
 
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
Cost of sales
$

 
$
64

 
$
1

 
$
65

 
$

 
$
98

 
$
1

 
$
99

Selling, general and administrative

 
32

 

 
32

 

 
32

 

 
32

Research and development

 
2

 
1

 
3

 

 
2

 
1

 
3

Restructuring costs
25

 

 
34

 
59

 
153

 

 
59

 
212

 
$
25

 
$
98

 
$
36

 
$
159

 
$
153

 
$
132

 
$
61

 
$
346


Charges and Spending Relating to Restructuring Activities by Program
The following table summarizes the charges and spending relating to restructuring program activities for the six months ended June 30, 2020:
($ in millions)
Separation
Costs
 
Accelerated
Depreciation
 
Other
 
Total
Restructuring reserves January 1, 2020
$
690

 
$

 
$
69

 
$
759

Expense
82

 
126

 
110

 
318

(Payments) receipts, net
(328
)
 

 
(163
)
 
(491
)
Non-cash activity

 
(126
)
 
34

 
(92
)
Restructuring reserves June 30, 2020 (1)
$
444

 
$

 
$
50

 
$
494

(1) 
The remaining cash outlays are expected to be substantially completed by the end of 2023.
v3.20.2
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Effect of Net Investment Hedges on OCI and the Consolidated Statement of Income
The effects of the Company’s net investment hedges on OCI and the Consolidated Statement of Income are shown below:
 
Amount of Pretax (Gain) Loss Recognized in Other Comprehensive Income (1)
 
Amount of Pretax (Gain) Loss Recognized in Other (income) expense, net for Amounts Excluded from Effectiveness Testing
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Net Investment Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
8

 
$
17

 
$
5

 
$
7

 
$
(4
)
 
$
(8
)
 
$
(11
)
 
$
(15
)
Euro-denominated notes
72

 
28

 
21

 
(2
)
 

 

 

 

(1) No amounts were reclassified from AOCI into income related to the sale of a subsidiary.
Summary of Interest Rate Swaps Held At June 30, 2020, the Company was a party to 14 pay-floating, receive-fixed interest rate swap contracts designated as fair value hedges of fixed-rate notes in which the notional amounts match the amount of the hedged fixed-rate notes as detailed in the table below.
 
June 30, 2020
($ in millions)
Par Value of Debt
 
Number of Interest Rate Swaps Held
 
Total Swap Notional Amount
3.875% notes due 2021
$
1,150

 
5

 
$
1,150

2.40% notes due 2022
1,000

 
4

 
1,000

2.35% notes due 2022
1,250

 
5

 
1,250

Amounts Recorded on Balance Sheet Related to Fair Value Hedges
The table below presents the location of amounts recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges:
 
Carrying Amount of Hedged Liabilities
 
Cumulative Amount of Fair Value Hedging Adjustment Increase (Decrease) Included in the Carrying Amount
($ in millions)
June 30, 2020
 
December 31, 2019
 
June 30, 2020
 
December 31, 2019
Balance Sheet Line Item in which Hedged Item is Included
 
 
 
 
 
 
 
Loans payable and current portion of long-term debt
$
1,160

 
$
1,249

 
$
10

 
$
(1
)
Long-Term Debt
2,318

 
3,409

 
71

 
14

Fair Value of Derivatives on a Gross Basis Segregated between those Derivatives that are Designated as Hedging Instruments and those that are Not Designated as Hedging Instruments
Presented in the table below is the fair value of derivatives on a gross basis segregated between those derivatives that are designated as hedging instruments and those that are not designated as hedging instruments:
 
 
June 30, 2020
 
December 31, 2019
 
 
Fair Value of Derivative
 
U.S. Dollar
Notional
 
Fair Value of Derivative
 
U.S. Dollar
Notional
($ in millions)
Balance Sheet Caption
Asset
 
Liability
 
Asset
 
Liability
 
Derivatives Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
Other current assets
$
10

 
$

 
$
1,150

 
$

 
$

 
$

Interest rate swap contracts
Other Assets
72

 

 
2,250

 
15

 

 
3,400

Interest rate swap contracts
Accrued and other current liabilities

 

 

 

 
1

 
1,250

Foreign exchange contracts
Other current assets
83

 

 
4,959

 
152

 

 
6,117

Foreign exchange contracts
Other Assets
70

 

 
1,993

 
55

 

 
2,160

Foreign exchange contracts
Accrued and other current liabilities

 
27

 
1,884

 

 
22

 
1,748

Foreign exchange contracts
Other Noncurrent Liabilities

 
1

 
11

 

 
1

 
53

 
 
$
235


$
28


$
12,247


$
222


$
24


$
14,728

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
Other current assets
$
93

 
$

 
$
5,324

 
$
66

 
$

 
$
7,245

Foreign exchange contracts
Accrued and other current liabilities

 
103

 
5,865

 

 
73

 
8,693

 
 
$
93

 
$
103

 
$
11,189

 
$
66

 
$
73

 
$
15,938

 
 
$
328


$
131


$
23,436


$
288


$
97


$
30,666


Information on Derivative Positions Subject to Master Netting Arrangements as if they were Presented on a Net Basis The following table provides information on the Company’s derivative positions subject to these master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral exchanged per the master agreements and related credit support annexes:
 
June 30, 2020
 
December 31, 2019
($ in millions)
Asset
 
Liability
 
Asset
 
Liability
Gross amounts recognized in the condensed consolidated balance sheet
$
328

 
$
131

 
$
288

 
$
97

Gross amounts subject to offset in master netting arrangements not offset in the condensed consolidated balance sheet
(115
)
 
(115
)
 
(84
)
 
(84
)
Cash collateral received
(38
)
 

 
(34
)
 

Net amounts
$
175

 
$
16

 
$
170

 
$
13


Location and Amount of Pretax (Gains) Losses of Derivatives
The table below provides information regarding the location and amount of pretax (gains) losses of derivatives designated in fair value or cash flow hedging relationships:
 
Sales
 
Other (income) expense, net (1)
 
Other comprehensive income (loss)
 
Sales
 
Other (income) expense, net (1)
 
Other comprehensive income (loss)
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
Six Months Ended June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Financial Statement Line Items in which Effects of Fair Value or Cash Flow Hedges are Recorded
$
10,872

 
$
11,760

 
$
(390
)
 
$
140

 
$
(2
)
 
$
(16
)
 
$
22,929

 
$
22,575

 
$
(318
)
 
$
327

 
$
(200
)
 
$
183

(Gain) loss on fair value hedging relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hedged items

 

 
1

 
55

 

 

 

 

 
68

 
88

 

 

Derivatives designated as hedging instruments

 

 
(8
)
 
(45
)
 

 

 

 

 
(76
)
 
(68
)
 

 

Impact of cash flow hedging relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of (loss) gain recognized in OCI on derivatives

 

 

 

 
(109
)
 
10

 

 

 

 

 
69

 
(2
)
Increase (decrease) in Sales as a result of AOCI reclassifications
42

 
75

 

 

 
(42
)
 
(75
)
 
88

 
119

 

 

 
(88
)
 
(119
)
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of gain recognized in Other (income) expense, net on derivatives

 

 
(1
)
 
(1
)
 

 

 

 

 
(2
)
 
(2
)
 

 

Amount of loss recognized in OCI on derivatives

 

 

 

 
(1
)
 
(1
)
 

 

 

 

 
(2
)
 
(5
)
(1) Interest expense is a component of Other (income) expense, net.
Income Statement Effects of Derivatives Not Designated as Hedging Instruments
The table below provides information regarding the income statement effects of derivatives not designated as hedging instruments:
 
 
 
Amount of Derivative Pretax (Gain) Loss Recognized in Income
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in millions)
Income Statement Caption
 
2020
 
2019
 
2020
 
2019
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
Foreign exchange contracts (1)
Other (income) expense, net
 
$
49

 
$
2

 
$
(131
)
 
$
120

Foreign exchange contracts (2)
Sales
 
4

 
(6
)
 
(3
)
 
4

Interest rate contracts (3)
Other (income) expense, net
 
9

 

 
9

 

(1) These derivative contracts mitigate changes in the value of remeasured foreign currency denominated monetary assets and liabilities attributable to changes in foreign currency exchange rates.
(2) These derivative contracts serve as economic hedges of forecasted transactions.
Information on Investments in Debt and Equity Securities
Information on investments in debt and equity securities is as follows:
 
June 30, 2020
 
December 31, 2019
 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
($ in millions)
Gains
 
Losses
 
Gains
 
Losses
 
U.S. government and agency securities
$
74

 
$

 
$

 
$
74

 
$
266

 
$
3

 
$

 
$
269

Foreign government bonds
2

 

 

 
2

 

 

 

 

Commercial paper

 

 

 

 
668

 

 

 
668

Corporate notes and bonds

 

 

 

 
608

 
13

 

 
621

Asset-backed securities

 

 

 

 
226

 
1

 

 
227

Total debt securities
$
76


$


$


$
76


$
1,768


$
17


$


$
1,785

Publicly traded equity securities (1)
 
 
 
 
 
 
1,307

 


 


 


 
838

Total debt and publicly traded equity securities








 
$
1,383

 








 
$
2,623


(1) Unrealized net (gains) losses recognized in Other (income) expense, net on equity securities still held at June 30, 2020 were $(464) million and $(469) million in the second quarter and first six months of 2020, respectively. Unrealized net losses (gains) recognized in Other (income) expense, net on equity securities still held at June 30, 2019 were $39 million and $(75) million in the second quarter and first six months of 2019, respectively.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
 
Fair Value Measurements Using
 
Fair Value Measurements Using
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
($ in millions)
June 30, 2020
 
December 31, 2019
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign government bonds
$

 
$
2

 
$

 
$
2

 
$

 
$

 
$

 
$

Commercial paper

 

 

 

 

 
668

 

 
668

Corporate notes and bonds

 

 

 

 

 
621

 

 
621

Asset-backed securities (1)

 

 

 

 

 
227

 

 
227

U.S. government and agency securities

 

 

 

 

 
209

 

 
209

Publicly traded equity securities
1,249

 

 

 
1,249

 
518

 

 

 
518

 
1,249


2




1,251


518


1,725




2,243

Other assets (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
74

 

 

 
74

 
60

 

 

 
60

Publicly traded equity securities
58

 

 

 
58

 
320

 

 

 
320

 
132






132


380






380

Derivative assets (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts

 
142

 

 
142

 

 
169

 

 
169

Purchased currency options

 
104

 

 
104

 

 
104

 

 
104

Interest rate swaps

 
82

 

 
82

 

 
15

 

 
15

 


328




328




288




288

Total assets
$
1,381


$
330


$


$
1,711


$
898


$
2,013


$


$
2,911

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration
$

 
$

 
$
798

 
$
798

 
$

 
$

 
$
767

 
$
767

Derivative liabilities (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts

 
128

 

 
128

 

 
95

 

 
95

Written currency options

 
3

 

 
3

 

 
1

 

 
1

Interest rate swaps

 

 

 

 

 
1

 

 
1

 

 
131

 

 
131

 

 
97

 

 
97

Total liabilities
$


$
131


$
798


$
929


$


$
97


$
767


$
864

(1) 
Primarily all of the asset-backed securities were highly rated (Standard & Poor’s rating of AAA and Moody’s Investors Service rating of Aaa), secured primarily by auto loan, credit card and student loan receivables, with weighted-average lives of primarily 5 years or less.
(2) 
Investments included in other assets are restricted as to use, including for the payment of benefits under employee benefit plans.
(3) 
The fair value determination of derivatives includes the impact of the credit risk of counterparties to the derivatives and the Company’s own credit risk, the effects of which were not significant.
Information About the Changes in Liabilities for Contingent Consideration
Summarized information about the changes in liabilities for contingent consideration associated with business acquisitions is as follows:
 
Six Months Ended June 30,
($ in millions)
2020
 
2019
Fair value January 1
$
767

 
$
788

Additions
97

 

Changes in estimated fair value (1)
40

 
50

Payments
(106
)
 
(85
)
Fair value June 30 (2)(3)
$
798

 
$
753

(1) Recorded in Cost of sales, Research and development expenses, and Other (income) expense, net. Includes cumulative translation adjustments.
(2) Balance at June 30, 2020 includes $138 million recorded as a current liability for amounts expected to be paid within the next 12 months.
(3) At June 30, 2020 and December 31, 2019, $608 million and $625 million, respectively, of the liabilities relate to the termination of the Sanofi-Pasteur MSD joint venture in 2016. As part of the termination, Merck recorded a liability for contingent future royalty payments of 11.5% on net sales of all Merck products that were previously sold by the joint venture through December 31, 2024. The fair value of this liability is determined utilizing the estimated amount and timing of projected cash flows using a risk-adjusted discount rate of 8% to present value the cash flows.
v3.20.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories consisted of:
($ in millions)
June 30, 2020
 
December 31, 2019
Finished goods
$
2,032

 
$
1,772

Raw materials and work in process
5,874

 
5,650

Supplies
190

 
207

Total (approximates current cost)
8,096

 
7,629

Decrease to LIFO cost
(119
)
 
(171
)
 
$
7,977

 
$
7,458

Recognized as:
 
 
 
Inventories
$
6,056

 
$
5,978

Other assets
1,921

 
1,480


v3.20.2
Equity (Tables)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity
 
Three Months Ended June 30,
 
  
Common Stock
Other
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
 
Treasury Stock
Non-
controlling
Interests
Total
($ and shares in millions except per share amounts)
Shares
Par Value
Shares
Cost
Balance at April 1, 2019
3,577

$
1,788

$
38,768

$
44,065

$
(5,346
)
994

$
(51,736
)
$
131

$
27,670

Net income attributable to Merck & Co., Inc.



2,670





2,670

Other comprehensive loss, net of taxes




(16
)



(16
)
Cash dividends declared on common stock ($0.55 per share)



(1,440
)




(1,440
)
Treasury stock shares purchased


1,000



24

(2,235
)

(1,235
)
Share-based compensation plans and other


(284
)


(8
)
401


117

Net loss attributable to noncontrolling interests







(26
)
(26
)
Other changes in noncontrolling interests







(3
)
(3
)
Balance at June 30, 2019
3,577

$
1,788

$
39,484

$
45,295

$
(5,362
)
1,010

$
(53,570
)
$
102

$
27,737

Balance at April 1, 2020
3,577

$
1,788

$
39,697

$
48,272

$
(6,391
)
1,053

$
(57,161
)
$
95

$
26,300

Net income attributable to Merck & Co., Inc.



3,002





3,002

Other comprehensive loss, net of taxes




(2
)



(2
)
Cash dividends declared on common stock ($0.61 per share)



(1,550
)




(1,550
)
Share-based compensation plans and other


(324
)


(5
)
311


(13
)
Net income attributable to noncontrolling interests







8

8

Distributions attributable to noncontrolling interests







(1
)
(1
)
Balance at June 30, 2020
3,577

$
1,788

$
39,373

$
49,724

$
(6,393
)
1,048

$
(56,850
)
$
102

$
27,744

 
Six Months Ended June 30,
 
  
Common Stock
Other
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
 
Treasury Stock
Non-
controlling
Interests
Total
($ and shares in millions except per share amounts)
Shares
Par Value
Shares
Cost
Balance at January 1, 2019
3,577

$
1,788

$
38,808

$
42,579

$
(5,545
)
985

$
(50,929
)
$
181

$
26,882

Net income attributable to Merck & Co., Inc.



5,585





5,585

Other comprehensive income, net of taxes




183




183

Cash dividends declared on common stock ($1.10 per share)



(2,869
)




(2,869
)
Treasury stock shares purchased


1,000



38

(3,325
)

(2,325
)
Share-based compensation plans and other


(324
)


(13
)
684


360

Net loss attributable to noncontrolling interests







(79
)
(79
)
Balance at June 30, 2019
3,577

$
1,788

$
39,484

$
45,295

$
(5,362
)
1,010

$
(53,570
)
$
102

$
27,737

Balance at January 1, 2020
3,577

$
1,788

$
39,660

$
46,602

$
(6,193
)
1,038

$
(55,950
)
$
94

$
26,001

Net income attributable to Merck & Co., Inc.



6,221





6,221

Other comprehensive loss, net of taxes




(200
)



(200
)
Cash dividends declared on common stock ($1.22 per share)



(3,099
)




(3,099
)
Treasury stock shares purchased





16

(1,281
)

(1,281
)
Share-based compensation plans and other


(287
)


(6
)
381


94

Net income attributable to noncontrolling interests







8

8

Balance at June 30, 2020
3,577

$
1,788

$
39,373

$
49,724

$
(6,393
)
1,048

$
(56,850
)
$
102

$
27,744


v3.20.2
Share-Based Compensation Plans (Tables)
6 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
Amounts of Share-Based Compensation Cost Recorded in Consolidated Statement of Income
The following table provides the amounts of share-based compensation cost recorded in the Condensed Consolidated Statement of Income:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Pretax share-based compensation expense
$
121

 
$
111

 
$
229

 
$
204

Income tax benefit
(16
)
 
(15
)
 
(31
)
 
(28
)
Total share-based compensation expense, net of taxes
$
105

 
$
96

 
$
198

 
$
176


Assumptions Used to Determine Weighted-Average Fair Value of Options Granted
During the first six months of 2020, the Company granted 4 million stock options with a weighted-average exercise price of $77.67 per option and during the first six months of 2019 granted 3 million stock options with a weighted-average exercise price of $80.00 per option. The weighted-average fair value of options granted during the first six months of 2020 and 2019 was $9.93 and $10.63 per option, respectively, and was determined using the following assumptions:
  
Six Months Ended 
 June 30,
 
2020
 
2019
Expected dividend yield
3.1
%
 
3.2
%
Risk-free interest rate
0.4
%
 
2.4
%
Expected volatility
22.1
%
 
18.7
%
Expected life (years)
5.8

 
5.9


v3.20.2
Pension and Other Postretirement Benefit Plans (Tables)
6 Months Ended
Jun. 30, 2020
Pension Plans  
Defined Benefit Plan Disclosure [Line Items]  
Components of net cost of defined benefit plans
The Company has defined benefit pension plans covering eligible employees in the United States and in certain of its international subsidiaries. The net periodic benefit cost of such plans consisted of the following components: 
  
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2020
 
2019
 
2020
 
2019
($ in millions)
U.S.
 
International
 
U.S.
 
International
 
U.S.
 
International
 
U.S.
 
International
Service cost
$
88

 
$
74

 
$
74

 
$
60

 
$
175

 
$
148

 
$
144

 
$
120

Interest cost
109

 
33

 
113

 
44

 
217

 
68

 
228

 
89

Expected return on plan assets
(195
)
 
(101
)
 
(205
)
 
(107
)
 
(388
)
 
(205
)
 
(411
)
 
(214
)
Amortization of unrecognized prior service credit
(12
)
 
(3
)
 
(12
)
 
(3
)
 
(25
)
 
(6
)
 
(25
)
 
(6
)
Net loss amortization
76

 
31

 
35

 
16

 
152

 
62

 
70

 
31

Termination benefits
1

 

 
3

 
1

 
4

 
1

 
5

 
1

Curtailments

 

 

 

 
2

 
(1
)
 
1

 

Settlements
9

 
2

 

 

 
9

 
2

 

 

 
$
76


$
36


$
8


$
11

 
$
146

 
$
69

 
$
12

 
$
21

Other Postretirement Benefit Plans  
Defined Benefit Plan Disclosure [Line Items]  
Components of net cost of defined benefit plans
The Company provides medical benefits, principally to its eligible U.S. retirees and similar benefits to their dependents, through its other postretirement benefit plans. The net credit of such plans consisted of the following components: 
  
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Service cost
$
13

 
$
12

 
$
26

 
$
24

Interest cost
14

 
18

 
29

 
35

Expected return on plan assets
(19
)
 
(18
)
 
(37
)
 
(36
)
Amortization of unrecognized prior service credit
(22
)
 
(21
)
 
(45
)
 
(43
)
Curtailments

 
(1
)
 
(1
)
 
(1
)
 
$
(14
)
 
$
(10
)
 
$
(28
)
 
$
(21
)

v3.20.2
Other (Income) Expense, Net (Tables)
6 Months Ended
Jun. 30, 2020
Other Income and Expenses [Abstract]  
Other (Income) Expense, Net
Other (income) expense, net, consisted of: 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Interest income
$
(14
)
 
$
(75
)
 
$
(39
)
 
$
(164
)
Interest expense
209

 
233

 
421

 
442

Exchange losses
24

 
27

 
78

 
128

Income from investments in equity securities, net (1)
(551
)
 
(58
)
 
(603
)
 
(32
)
Net periodic defined benefit plan (credit) cost other than service cost
(80
)
 
(140
)
 
(170
)
 
(281
)
Other, net
22

 
153

 
(5
)
 
234

 
$
(390
)
 
$
140

 
$
(318
)
 
$
327


(1) 
Includes net realized and unrealized gains and losses from investments in equity securities either owned directly or through ownership interests in investment funds. Unrealized gains and losses from investments that are directly owned are determined at the end of the reporting period, while ownership interests in investment funds are accounted for on a one quarter lag. The Company estimates that gains of approximately $300 million will be recognized in the third quarter of 2020 from ownership interests in investment funds.
v3.20.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Calculations of Earnings Per Share
The calculations of earnings per share are as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ and shares in millions except per share amounts)
2020
 
2019
 
2020
 
2019
Net income attributable to Merck & Co., Inc.
$
3,002

 
$
2,670

 
$
6,221

 
$
5,585

Average common shares outstanding
2,527

 
2,574

 
2,531

 
2,579

Common shares issuable (1)
9

 
14

 
11

 
17

Average common shares outstanding assuming dilution
2,536

 
2,588

 
2,542

 
2,596

Basic earnings per common share attributable to Merck & Co., Inc. common shareholders
$
1.19

 
$
1.04

 
$
2.46

 
$
2.17

Earnings per common share assuming dilution attributable to Merck & Co., Inc. common shareholders
$
1.18

 
$
1.03

 
$
2.45

 
$
2.15

(1) 
Issuable primarily under share-based compensation plans.
v3.20.2
Other Comprehensive Income (Loss) (Tables)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Changes in AOCI by Component
Changes in AOCI by component are as follows:
 
Three Months Ended June 30,
($ in millions)
Derivatives
 
Investments
 
Employee
Benefit
Plans
 
Cumulative
Translation
Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Balance April 1, 2019, net of taxes
$
118

 
$
4

 
$
(3,541
)
 
$
(1,927
)
 
$
(5,346
)
Other comprehensive income (loss) before reclassification adjustments, pretax
10

 
55

 

 
(25
)
 
40

Tax
(2
)
 

 

 
6

 
4

Other comprehensive income (loss) before reclassification adjustments, net of taxes
8

 
55

 

 
(19
)
 
44

Reclassification adjustments, pretax
(76
)
(1) 
(11
)
(2) 
14

(3) 

 
(73
)
Tax
16

 

 
(3
)
 

 
13

Reclassification adjustments, net of taxes
(60
)

(11
)

11



 
(60
)
Other comprehensive income (loss), net of taxes
(52
)
 
44

 
11

 
(19
)
 
(16
)
Balance June 30, 2019, net of taxes
$
66

 
$
48

 
$
(3,530
)
 
$
(1,946
)
 
$
(5,362
)
Balance April 1, 2020, net of taxes
$
135

 
$

 
$
(4,201
)
 
$
(2,325
)
 
$
(6,391
)
Other comprehensive income (loss) before reclassification adjustments, pretax
(110
)
 

 
(21
)
 
63

 
(68
)
Tax
23

 

 
6

 
16

 
45

Other comprehensive income (loss) before reclassification adjustments, net of taxes
(87
)
 

 
(15
)
 
79

 
(23
)
Reclassification adjustments, pretax
(42
)
(1) 

 
69

(3) 

 
27

Tax
9

 

 
(15
)
 

 
(6
)
Reclassification adjustments, net of taxes
(33
)



54



 
21

Other comprehensive income (loss), net of taxes
(120
)
 

 
39

 
79

 
(2
)
Balance June 30, 2020, net of taxes
$
15


$


$
(4,162
)

$
(2,246
)

$
(6,393
)

 
Six Months Ended June 30,
($ in millions)
Derivatives
 
Investments
 
Employee
Benefit
Plans
 
Cumulative
Translation
Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Balance January 1, 2019, net of taxes
$
166

 
$
(78
)
 
$
(3,556
)
 
$
(2,077
)
 
$
(5,545
)
Other comprehensive income (loss) before reclassification adjustments, pretax
(3
)
 
131

 
(1
)
 
131

 
258

Tax
1

 

 
6

 

 
7

Other comprehensive income (loss) before reclassification adjustments, net of taxes
(2
)
 
131

 
5

 
131

 
265

Reclassification adjustments, pretax
(124
)
(1) 
(5
)
(2) 
28

(3) 

 
(101
)
Tax
26

 

 
(7
)
 

 
19

Reclassification adjustments, net of taxes
(98
)
 
(5
)
 
21

 

 
(82
)
Other comprehensive income (loss), net of taxes
(100
)
 
126

 
26

 
131

 
183

Balance June 30, 2019, net of taxes
$
66


$
48


$
(3,530
)

$
(1,946
)

$
(5,362
)
Balance January 1, 2020, net of taxes
$
31

 
$
18

 
$
(4,261
)
 
$
(1,981
)
 
$
(6,193
)
Other comprehensive income (loss) before reclassification adjustments, pretax
68

 
3

 
(21
)
 
(270
)
 
(220
)
Tax
(14
)
 

 
11

 
5

 
2

Other comprehensive income (loss) before reclassification adjustments, net of taxes
54

 
3

 
(10
)
 
(265
)
 
(218
)
Reclassification adjustments, pretax
(89
)
(1) 
(21
)
(2) 
138

(3) 

 
28

Tax
19

 

 
(29
)
 

 
(10
)
Reclassification adjustments, net of taxes
(70
)
 
(21
)
 
109

 

 
18

Other comprehensive income (loss), net of taxes
(16
)
 
(18
)
 
99

 
(265
)
 
(200
)
Balance June 30, 2020, net of taxes
$
15


$


$
(4,162
)

$
(2,246
)

$
(6,393
)

(1) 
Relates to foreign currency cash flow hedges that were reclassified from AOCI to Sales.
(2) Represents net realized (gains) losses on the sales of available-for-sale debt securities that were reclassified from AOCI to Other (income) expense, net.
(3) Includes net amortization of prior service cost and actuarial gains and losses included in net periodic benefit cost (see Note 11).
v3.20.2
Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Sales of Company's products
Sales of the Company’s products were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
 ($ in millions)
U.S.
 
Int’l
 
Total
 
U.S.
 
Int’l
 
Total
 
U.S.
 
Int’l
 
Total
 
U.S.
 
Int’l
 
Total
Pharmaceutical:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oncology
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Keytruda
$
2,043

 
$
1,345

 
$
3,388

 
$
1,498

 
$
1,136

 
$
2,634

 
$
3,949

 
$
2,722

 
$
6,672

 
$
2,782

 
$
2,121

 
$
4,903

Alliance revenue - Lynparza (1)
105

 
73

 
178

 
66

 
45

 
111

 
190

 
133

 
323

 
116

 
74

 
190

Alliance revenue - Lenvima (1)
98

 
53

 
151

 
54

 
43

 
97

 
188

 
91

 
279

 
104

 
67

 
171

Emend
6

 
27

 
33

 
67

 
54

 
121

 
11

 
65

 
76

 
130

 
107

 
237

Vaccines
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gardasil/Gardasil 9
168

 
488

 
656

 
456

 
430

 
886

 
629

 
1,124

 
1,753

 
818

 
906

 
1,724

ProQuad/M-M-R II/Varivax
263

 
115

 
378

 
500

 
174

 
675

 
596

 
217

 
813

 
843

 
328

 
1,171

RotaTeq
100

 
68

 
168

 
104

 
68

 
172

 
241

 
150

 
391

 
258

 
125

 
383

Pneumovax 23
21

 
96

 
117

 
123

 
47

 
170

 
203

 
170

 
373

 
248

 
107

 
355

Vaqta
17

 
11

 
28

 
38

 
20

 
58

 
47

 
41

 
88

 
67

 
39

 
105

Hospital Acute Care
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bridion
107

 
117

 
224

 
129

 
149

 
278

 
250

 
274

 
524

 
248

 
285

 
533

Noxafil
6

 
67

 
73

 
100

 
93

 
193

 
14

 
154

 
168

 
191

 
192

 
383

Prevymis
28

 
35

 
63

 
19

 
18

 
38

 
55

 
68

 
123

 
37

 
33

 
70

Primaxin
1

 
63

 
64

 

 
70

 
71

 
1

 
114

 
115

 
1

 
129

 
130

Invanz

 
43

 
43

 
18

 
60

 
78

 
6

 
102

 
108

 
31

 
118

 
150

Cancidas
(2
)
 
45

 
43

 
3

 
64

 
67

 
1

 
98

 
98

 
4

 
125

 
129

Cubicin
10

 
21

 
32

 
22

 
45

 
67

 
25

 
53

 
78

 
64

 
91

 
155

Zerbaxa
17

 
15

 
32

 
13

 
14

 
27

 
37

 
32

 
69

 
25

 
28

 
53

Immunology
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Simponi

 
191

 
191

 

 
214

 
214

 

 
406

 
406

 

 
422

 
422

Remicade

 
73

 
73

 

 
98

 
98

 

 
160

 
160

 

 
221

 
221

Neuroscience
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Belsomra
22

 
61

 
84

 
21

 
55

 
76

 
49

 
114

 
163

 
45

 
98

 
143

Virology
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Isentress/Isentress HD
76

 
120

 
196

 
94

 
153

 
247

 
151

 
290

 
441

 
202

 
300

 
502

Zepatier
15

 
24

 
39

 
39

 
68

 
108

 
33

 
62

 
94

 
72

 
149

 
221

Cardiovascular
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Zetia
(1
)
 
138

 
137

 
6

 
150

 
156

 
(4
)
 
285

 
282

 
6

 
290

 
296

Vytorin
2

 
37

 
39

 
3

 
73

 
76

 
5

 
86

 
92

 
6

 
167

 
174

Atozet

 
115

 
115

 

 
92

 
92

 

 
238

 
238

 

 
186

 
186

Alliance revenue - Adempas (2)
73

 
6

 
79

 
49

 
2

 
51

 
122

 
11

 
133

 
89

 
5

 
94

Adempas

 
57

 
57

 

 
53

 
53

 

 
113

 
113

 

 
100

 
100

Diabetes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Januvia
413

 
441

 
854

 
471

 
437

 
908

 
768

 
860

 
1,628

 
855

 
877

 
1,732

Janumet
143

 
348

 
490

 
166

 
366

 
533

 
256

 
737

 
993

 
333

 
730

 
1,063

Women’s Health
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Implanon/Nexplanon
87

 
44

 
132

 
136

 
48

 
183

 
237

 
90

 
326

 
285

 
98

 
382

NuvaRing
35

 
28

 
63

 
206

 
34

 
240

 
61

 
65

 
126

 
391

 
68

 
459

Diversified Brands
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Singulair
4

 
96

 
100

 
8

 
153

 
160

 
9

 
246

 
255

 
13

 
338

 
352

Cozaar/Hyzaar
4

 
94

 
98

 
6

 
103

 
109

 
12

 
189

 
200

 
10

 
202

 
213

Arcoxia

 
65

 
65

 

 
75

 
75

 

 
135

 
135

 

 
149

 
149

Nasonex
4

 
45

 
49

 
(1
)
 
73

 
72

 
10

 
110

 
120

 
(2
)
 
170

 
168

Follistim AQ
20

 
24

 
44

 
24

 
39

 
63

 
40

 
45

 
85

 
53

 
67

 
121

Other pharmaceutical (3)
385

 
720

 
1,103

 
369

 
837

 
1,203

 
792

 
1,500

 
2,293

 
697

 
1,589

 
2,283

Total Pharmaceutical segment sales
4,270


5,409


9,679


4,807


5,653


10,460


8,984


11,350


20,334


9,022


11,101


20,123

Animal Health:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Livestock
122

 
526

 
648

 
145

 
526

 
671

 
284

 
1,102

 
1,386

 
261

 
1,021

 
1,282

Companion Animals
220

 
233

 
453

 
190

 
263

 
453

 
442

 
486

 
928

 
367

 
500

 
867

Total Animal Health segment sales
342


759


1,101


335


789


1,124


726


1,588


2,314


628


1,521


2,149

Other segment sales (4)

 

 

 
47

 

 
48

 
23

 

 
23

 
86

 

 
87

Total segment sales
4,612


6,168


10,780


5,189


6,442


11,632


9,733


12,938


22,671


9,736


12,622


22,359

Other (5)
22

 
70

 
92

 
4

 
125

 
128

 
38

 
220

 
258

 
12

 
206

 
216

 
$
4,634

 
$
6,238

 
$
10,872

 
$
5,193

 
$
6,567

 
$
11,760

 
$
9,771

 
$
13,158

 
$
22,929

 
$
9,748

 
$
12,828

 
$
22,575

U.S. plus international may not equal total due to rounding.
(1) 
Alliance revenue represents Merck’s share of profits, which are product sales net of cost of sales and commercialization costs (see Note 3).
(2) 
Alliance revenue represents Merck’s share of profits from sales in Bayer’s marketing territories, which are product sales net of cost of sales and commercialization costs (see Note 3).
(3) 
Other pharmaceutical primarily reflects sales of other human health pharmaceutical products, including products within the franchises not listed separately.
(4) 
Represents sales for the Healthcare Services segment. All the businesses in the Healthcare Services segment were divested as of March 31, 2020.
(5) 
Other is primarily comprised of miscellaneous corporate revenues, including revenue hedging activities, as well as third-party manufacturing sales. Other in the first six months of 2020 and 2019 also includes approximately $85 million and $15 million, respectively, related to the sale of the marketing rights for certain products.
Consolidated revenues by geographic area
Consolidated sales by geographic area where derived are as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
United States
$
4,634

 
$
5,193

 
$
9,771

 
$
9,748

Europe, Middle East and Africa
3,071

 
3,163

 
6,605

 
6,265

China
834

 
763

 
1,699

 
1,509

Japan
867

 
921

 
1,678

 
1,720

Asia Pacific (other than China and Japan)
666

 
716

 
1,394

 
1,461

Latin America
510

 
658

 
1,066

 
1,219

Other
290

 
346

 
716

 
653

 
$
10,872


$
11,760


$
22,929


$
22,575


Reconciliation of segment profits to income before taxes
A reconciliation of segment profits to Income before taxes is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
($ in millions)
2020
 
2019
 
2020
 
2019
Segment profits:
 
 
 
 
 
 
 
Pharmaceutical segment
$
6,560

 
$
7,115

 
$
14,036

 
$
13,690

Animal Health segment
407

 
405

 
885

 
820

Other segment

 
(2
)
 
2

 

Total segment profits
6,967

 
7,518

 
14,923

 
14,510

Other profits
61

 
94

 
200

 
124

Unallocated:
 
 
 
 
 
 
 
Interest income
14

 
75

 
39

 
164

Interest expense
(209
)
 
(233
)
 
(421
)
 
(442
)
Depreciation and amortization
(390
)
 
(427
)
 
(772
)
 
(786
)
Research and development
(1,994
)
 
(2,093
)
 
(4,092
)
 
(3,935
)
Amortization of purchase accounting adjustments
(299
)
 
(378
)
 
(594
)
 
(775
)
Restructuring costs
(83
)
 
(59
)
 
(155
)
 
(212
)
Other unallocated, net
(548
)
 
(1,238
)
 
(1,771
)
 
(2,322
)
 
$
3,519

 
$
3,259

 
$
7,357

 
$
6,326


v3.20.2
Acquisitions, Research Collaborations and License Agreements - Acquisitions (Details) - USD ($)
$ in Millions
1 Months Ended
Jan. 16, 2020
Apr. 01, 2019
Jul. 31, 2020
Jun. 30, 2020
May 31, 2020
Apr. 30, 2019
Dec. 31, 2019
Jun. 30, 2019
Dec. 31, 2018
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Contingent consideration       $ 798.0     $ 767.0 $ 753.0 $ 788.0
Goodwill       20,067.0     $ 19,425.0    
Themis                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Payment to acquire business       366.0          
Contingent consideration, maximum       740.0          
Contingent consideration       97.0          
IPR&D       136.0          
Cash and cash equivalents       62.0          
Goodwill       215.0          
Deferred tax assets       72.0          
Other assets and liabilities, net       (22.0)          
ArQule                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Payment to acquire business $ 2,700.0                
Share-based compensation payments attributable to precombination service 138.0                
Transaction costs 95.0                
Cash and cash equivalents 145.0                
Goodwill 414.0                
Other assets and liabilities, net $ 35.0                
Antelliq                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Payment to acquire business   $ 2,300.0              
Transaction costs   47.0              
Cash and cash equivalents   31.0              
Goodwill   1,376.0              
Debt assumed and paid   1,300.0              
Other assets and liabilities, net   $ (82.0)              
Immune Design                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Payment to acquire business           $ 301.0      
IPR&D           156.0      
Cash and cash equivalents           83.0      
Other net assets           42.0      
Goodwill           $ 20.0      
Development Milestones | Themis                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Contingent consideration, maximum       80.0          
Sales-Based Milestones | Themis                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Contingent consideration, maximum       400.0          
Regulatory Milestones | Themis                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Contingent consideration, maximum       $ 260.0          
IAVI                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Upfront and milestone payments         $ 6.5        
Contingent milestone payments collaborative arrangement         $ 100.0        
Technology Rights | Subsequent Event | Virbac                  
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]                  
Acquired rights     $ 400.0            
v3.20.2
Acquisitions, Research Collaborations and License Agreements - Fair Value of Assets Acquired and Liabilities Assumed (Details)
$ in Millions
Jun. 30, 2020
USD ($)
Jan. 16, 2020
USD ($)
Dec. 31, 2019
USD ($)
Apr. 01, 2019
USD ($)
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
Goodwill $ 20,067   $ 19,425  
ArQule        
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
Cash and cash equivalents   $ 145    
Licensing arrangement   80    
Deferred income tax liabilities   (434)    
Other assets and liabilities, net   35    
Total identifiable net assets   2,276    
Goodwill   414    
Consideration transferred   $ 2,690    
Antelliq        
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
Cash and cash equivalents       $ 31
Accounts receivable       73
Inventories       93
Property, plan and equipment       60
Licensing arrangement       2,689
Deferred income tax liabilities       (589)
Other assets and liabilities, net       (82)
Total identifiable net assets       2,275
Goodwill       1,376
Consideration transferred       $ 3,651
Measurement Input, Discount Rate | ArQule        
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
Present value discount rate   0.125    
Measurement Input, Discount Rate | Antelliq        
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
Present value discount rate       0.115
IPR&D MK-1026 | ArQule        
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
IPR&D   $ 2,280    
IPR&D MK-7075 | ArQule        
Acquisitions Research Collaborations And License Agreements Transactions [Line Items]        
IPR&D   $ 170    
v3.20.2
Collaborative Arrangements - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 21 Months Ended 29 Months Ended 37 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2018
Jul. 31, 2017
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2019
Mar. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Research and development           $ 2,123 $ 2,189 $ 4,331 $ 4,119          
Other liabilities, noncurrent           12,446   12,446   $ 11,970   $ 11,970 $ 11,970  
Lynparza | Other Assets                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Finite-lived intangible assets           1,300   1,300            
Lenvima | Other Assets                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Finite-lived intangible assets           1,200   1,200            
Adempas | Other intangible assets                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Finite-lived intangible assets           832   832            
AstraZeneca                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Upfront and milestone payments         $ 1,600                  
License option payment related to collaborative arrangement         $ 750                  
AstraZeneca | Sales-Based Milestones                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Contingent milestone payments collaborative arrangement               2,700            
AstraZeneca | Sales-Based Milestones | Lynparza                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Probable contingent payments collaborative arrangement           400             $ 1,000  
Liabilities           400   400            
Milestone payments made to collaborative partner               250   200 $ 250      
AstraZeneca | Regulatory Milestones | Lynparza                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Milestone payments made to collaborative partner           135       60 140      
Contingent milestone payments collaborative arrangement               1,400            
Eisai                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Upfront and milestone payments       $ 750                    
License option payment related to collaborative arrangement   $ 200 $ 325                      
Eisai | Forecast                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
License option payment related to collaborative arrangement $ 125                         $ 650
Eisai | Sales-Based Milestones                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Contingent milestone payments collaborative arrangement               2,700            
Eisai | Sales-Based Milestones | Lenvima                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Probable contingent payments collaborative arrangement           370           $ 950    
Liabilities           $ 370   370            
Milestone payments made to collaborative partner               500   $ 50        
Eisai | Regulatory Milestones                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Contingent milestone payments collaborative arrangement               135            
Eisai | Regulatory Milestones | Lenvima                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Milestone payments made to collaborative partner                     250      
Bayer AG | Sales-Based Milestones                            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                            
Probable contingent payments collaborative arrangement                     725      
Milestone payments made to collaborative partner                     $ 350      
Contingent milestone payments collaborative arrangement               $ 400            
v3.20.2
Collaborative Arrangements - Schedule of Transactions (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Sales $ 10,872 $ 11,760 $ 22,929 $ 22,575  
Cost of sales 3,159 3,401 6,471 6,453  
Selling, general and administrative 2,378 2,712 4,933 5,138  
Research and development 2,123 2,189 4,331 4,119  
Payables, current 22,178   22,178   $ 22,220
Other current assets | AstraZeneca | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Receivables 168   168   128
Other current assets | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Receivables 173   173   150
Other current assets | Bayer AG | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Receivables 62   62   49
Accounts payable and accrued liabilities | AstraZeneca | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payables, current 324   324   577
Payables, Noncurrent 400   400   0
Accounts payable and accrued liabilities | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payables, current 325   325   700
Other Noncurrent Liabilities | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payables, Noncurrent 570   570   525
Other Noncurrent Liabilities | Bayer AG | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payables, Noncurrent 375   375   $ 375
Revenue | AstraZeneca | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Alliance revenue - profit sharing 178 111 323 190  
Revenue | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Alliance revenue - profit sharing 151 97 279 171  
Revenue | Bayer AG | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Alliance revenue - profit sharing 79 51 133 94  
Collaborative Arrangement, Sales, Net 57 53 113 100  
Sales 136 104 246 194  
Cost of sales | AstraZeneca | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Cost of sales 137 73 164 92  
Cost of sales | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Cost of sales 135 23 170 74  
Cost of sales | Bayer AG | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Cost of sales 28 29 57 58  
Selling, general and administrative | AstraZeneca | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Selling, general and administrative 39 33 72 59  
Selling, general and administrative | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Selling, general and administrative 19 19 31 38  
Selling, general and administrative | Bayer AG | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Selling, general and administrative 17 11 28 20  
Research and development | AstraZeneca | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Research and development 37 33 73 78  
Research and development | Eisai | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Research and development 56 62 120 109  
Research and development | Bayer AG | Collaborative Arrangement          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Research and development $ 16 $ 32 $ 41 $ 62  
v3.20.2
Restructuring - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]          
Cumulative costs since program inception $ 1,200   $ 1,200    
Estimate of cumulative pre tax costs that will result in cash outlays     60.00%    
Estimate of cumulative pre tax costs that will be noncash     40.00%    
Expected restructuring and related cost 2,500   $ 2,500    
Total pretax restructuring costs $ 150 $ 159 $ 318 $ 346  
Forecast          
Restructuring Cost and Reserve [Line Items]          
Expected restructuring and related cost         $ 800
v3.20.2
Restructuring - Charges Activities by Type of Cost (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs $ 150 $ 159 $ 318 $ 346
Separation Costs        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 35 25 82 153
Accelerated Depreciation        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 73 98 126 132
Other        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 42 36 110 61
Cost of sales        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 25 65 93 99
Cost of sales | Separation Costs        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 0 0 0 0
Cost of sales | Accelerated Depreciation        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 31 64 56 98
Cost of sales | Other        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs (6) 1 37 1
Selling, general and administrative        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 11 32 22 32
Selling, general and administrative | Separation Costs        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 0 0 0 0
Selling, general and administrative | Accelerated Depreciation        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 11 32 22 32
Selling, general and administrative | Other        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 0 0 0 0
Research and development        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 31 3 48 3
Research and development | Separation Costs        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 0 0 0 0
Research and development | Accelerated Depreciation        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 31 2 48 2
Research and development | Other        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 0 1 0 1
Restructuring costs        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 83 59 155 212
Restructuring costs | Separation Costs        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 35 25 82 153
Restructuring costs | Accelerated Depreciation        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs 0 0 0 0
Restructuring costs | Other        
Restructuring Cost and Reserve [Line Items]        
Total pretax restructuring costs $ 48 $ 34 $ 73 $ 59
v3.20.2
Restructuring - Activities by Program (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     $ 759  
Expense $ 150 $ 159 318 $ 346
(Payments) receipts, net     (491)  
Non-cash activity     (92)  
Restructuring reserve, ending balance 494   494  
Separation Costs        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     690  
Expense 35 25 82 153
(Payments) receipts, net     (328)  
Non-cash activity     0  
Restructuring reserve, ending balance 444   444  
Accelerated Depreciation        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     0  
Expense 73 98 126 132
(Payments) receipts, net     0  
Non-cash activity     (126)  
Restructuring reserve, ending balance 0   0  
Other        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     69  
Expense 42 $ 36 110 $ 61
(Payments) receipts, net     (163)  
Non-cash activity     34  
Restructuring reserve, ending balance $ 50   $ 50  
v3.20.2
Financial Instruments - Narrative (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
interest_rate_swap
Dec. 31, 2019
USD ($)
Jun. 30, 2020
USD ($)
interest_rate_swap
Jun. 30, 2019
USD ($)
Feb. 29, 2020
USD ($)
Derivative [Line Items]          
Pretax net unrealized gain on derivatives maturing within next 12 months estimated to be reclassified from AOCI to sales     $ 9,000,000    
Equity investments without readily determinable fair values $ 487,000,000   487,000,000 $ 465,000,000  
Unrealized gains recognized on investments in equity securities without readily determinable fair value     18,000,000 4,000,000  
Unrealized losses recognized on investments in equity securities without readily determinable fair values     3,000,000 10,000,000  
Cumulative unrealized gains on investments 127,000,000   127,000,000    
Cumulative unrealized losses on investments 24,000,000   24,000,000    
Payments of contingent consideration     106,000,000 $ 85,000,000  
Fair value of loans payable and long-term debt, including current portion 34,500,000,000 $ 28,800,000,000 34,500,000,000    
Debt, carrying amount 30,900,000,000 26,300,000,000 30,900,000,000    
Accounts Receivable, Sale 1,900,000,000 2,700,000,000      
Cash collateral received from counterparties 38,000,000 34,000,000 38,000,000    
Cash collateral advanced to counterparties 0 0 0    
Total swap notional amount 23,436,000,000 30,666,000,000 23,436,000,000    
Face amount of debt 4,500,000,000   4,500,000,000    
Level 2          
Derivative [Line Items]          
Cash equivalents 10,400,000,000 8,900,000,000 10,400,000,000    
Derivatives Designated as Hedging Instruments          
Derivative [Line Items]          
Total swap notional amount 12,247,000,000 14,728,000,000 $ 12,247,000,000    
Derivatives Designated as Hedging Instruments | Maximum          
Derivative [Line Items]          
Maximum average period of maturities of contracts in years (less than)     2 years    
Derivatives Not Designated as Hedging Instruments          
Derivative [Line Items]          
Total swap notional amount $ 11,189,000,000 $ 15,938,000,000 $ 11,189,000,000    
Derivatives Not Designated as Hedging Instruments | Maximum          
Derivative [Line Items]          
Maximum average period of maturities of contracts in years (less than)     1 year    
1.85% Notes Due 2020          
Derivative [Line Items]          
Face amount of debt         $ 1,250,000,000
Stated interest rate (as percent)         1.85%
Interest rate swap contracts          
Derivative [Line Items]          
Number of interest rate swaps held (in interest rate swaps) 14   14   5
Total swap notional amount         $ 250,000,000
v3.20.2
Financial Instruments - Effect of Net Investment Hedges (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Foreign exchange contracts        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Pretax (Gain) Loss Recognized in Other Comprehensive Income $ 8 $ 17 $ 5 $ 7
Foreign exchange contracts | Other (income) expense, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Pretax (Gain) Loss Recognized in Other (income) expense, net for Amounts Excluded from Effectiveness Testing (4) (8) (11) (15)
Euro-denominated notes        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Pretax (Gain) Loss Recognized in Other Comprehensive Income 72 28 21 (2)
Euro-denominated notes | Other (income) expense, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Pretax (Gain) Loss Recognized in Other (income) expense, net for Amounts Excluded from Effectiveness Testing $ 0 $ 0 $ 0 $ 0
v3.20.2
Financial Instruments - Summary of Interest Rate Swaps Held (Details)
Jun. 30, 2020
USD ($)
interest_rate_swap
Feb. 29, 2020
USD ($)
Dec. 31, 2019
USD ($)
Derivative [Line Items]      
Par Value of Debt $ 4,500,000,000    
Total swap notional amount $ 23,436,000,000   $ 30,666,000,000
Interest rate swap contracts      
Derivative [Line Items]      
Number of Interest Rate Swaps Held (in interest rate swaps) 14 5  
Total swap notional amount   $ 250,000,000  
3.875% notes due 2021 | Interest rate swap contracts      
Derivative [Line Items]      
Stated interest rate (as percent) 3.875%    
Par Value of Debt $ 1,150,000,000    
Number of Interest Rate Swaps Held (in interest rate swaps) | interest_rate_swap 5    
Total swap notional amount $ 1,150,000,000    
2.40% notes due 2022 | Interest rate swap contracts      
Derivative [Line Items]      
Stated interest rate (as percent) 2.40%    
Par Value of Debt $ 1,000,000,000    
Number of Interest Rate Swaps Held (in interest rate swaps) | interest_rate_swap 4    
Total swap notional amount $ 1,000,000,000    
2.35% notes due 2022 | Interest rate swap contracts      
Derivative [Line Items]      
Stated interest rate (as percent) 2.35%    
Par Value of Debt $ 1,250,000,000    
Number of Interest Rate Swaps Held (in interest rate swaps) | interest_rate_swap 5    
Total swap notional amount $ 1,250,000,000    
v3.20.2
Financial Instruments - Fair Value Hedges (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Loans payable and current portion of long-term debt    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Carrying Amount of Hedged Liabilities $ 1,160 $ 1,249
Cumulative Amount of Fair Value Hedging Adjustment Increase (Decrease) Included in the Carrying Amount 10 (1)
Long-Term Debt    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Carrying Amount of Hedged Liabilities 2,318 3,409
Cumulative Amount of Fair Value Hedging Adjustment Increase (Decrease) Included in the Carrying Amount $ 71 $ 14
v3.20.2
Financial Instruments - Fair Value of Derivatives Segregated between those Derivatives that are Designated as Hedging Instruments and those that are Not Designated as Hedging Instruments (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset $ 328 $ 288
Fair Value of Derivative, Liability 131 97
U.S Dollar Notional Amount 23,436 30,666
Derivatives Designated as Hedging Instruments    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 235 222
Fair Value of Derivative, Liability 28 24
U.S Dollar Notional Amount 12,247 14,728
Derivatives Not Designated as Hedging Instruments    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 93 66
Fair Value of Derivative, Liability 103 73
U.S Dollar Notional Amount 11,189 15,938
Interest rate swap contracts | Derivatives Designated as Hedging Instruments | Other current assets    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 10 0
U.S Dollar Notional Amount 1,150 0
Interest rate swap contracts | Derivatives Designated as Hedging Instruments | Other Assets    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 72 15
U.S Dollar Notional Amount 2,250 3,400
Interest rate swap contracts | Derivatives Designated as Hedging Instruments | Accrued and other current liabilities    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Liability 0 1
U.S Dollar Notional Amount 0 1,250
Foreign exchange contracts | Derivatives Designated as Hedging Instruments | Other current assets    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 83 152
U.S Dollar Notional Amount 4,959 6,117
Foreign exchange contracts | Derivatives Designated as Hedging Instruments | Other Assets    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 70 55
U.S Dollar Notional Amount 1,993 2,160
Foreign exchange contracts | Derivatives Designated as Hedging Instruments | Accrued and other current liabilities    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Liability 27 22
U.S Dollar Notional Amount 1,884 1,748
Foreign exchange contracts | Derivatives Designated as Hedging Instruments | Other Noncurrent Liabilities    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Liability 1 1
U.S Dollar Notional Amount 11 53
Foreign exchange contracts | Derivatives Not Designated as Hedging Instruments | Other current assets    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Asset 93 66
U.S Dollar Notional Amount 5,324 7,245
Foreign exchange contracts | Derivatives Not Designated as Hedging Instruments | Accrued and other current liabilities    
Derivatives, Fair Value [Line Items]    
Fair Value of Derivative, Liability 103 73
U.S Dollar Notional Amount $ 5,865 $ 8,693
v3.20.2
Financial Instruments - Information on Derivative Positions Subject to Master Netting Arrangements as if they were Presented on a Net Basis (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Gross amounts recognized in the consolidated balance sheet, asset $ 328,000,000 $ 288,000,000
Gross amount subject to offset in master netting arrangements not offset in the condensed balance sheet, asset (115,000,000) (84,000,000)
Cash collateral received, asset (38,000,000) (34,000,000)
Net amounts, asset 175,000,000 170,000,000
Gross amounts recognized in the consolidated balance sheet, liability 131,000,000 97,000,000
Gross amount subject to offset in master netting arrangements not offset in the condensed balance sheet, liability (115,000,000) (84,000,000)
Cash collateral received, liability 0 0
Net amounts, liability $ 16,000,000 $ 13,000,000
v3.20.2
Financial Instruments - Location and Amount of Pretax (Gains) Losses of Derivatives (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Derivative Instruments, Gain (Loss) [Line Items]        
Sales $ 10,872 $ 11,760 $ 22,929 $ 22,575
Other (income) expense, net (390) 140 (318) 327
Other comprehensive income (loss) (2) (16) (200) 183
Interest rate swap contracts        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of (loss) gain recognized in OCI on derivatives (1) (1) (2) (5)
Interest rate swap contracts | Other (income) expense, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Hedged items 1 55 68 88
Derivatives designated as hedging instruments (8) (45) (76) (68)
Amount of gain recognized in Other (income) expense, net on derivatives (1) (1) (2) (2)
Foreign exchange contracts        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of (loss) gain recognized in OCI on derivatives (109) 10 69 (2)
Increase (decrease) in Sales as a result of AOCI reclassifications (42) (75) (88) (119)
Foreign exchange contracts | Reclassification out of Accumulated Other Comprehensive Income | Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest        
Derivative Instruments, Gain (Loss) [Line Items]        
Sales $ 42 $ 75 $ 88 $ 119
v3.20.2
Financial Instruments - Income Statement Effects on Derivatives Not Designated as Hedging Instruments (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Foreign currency | Other (income) expense, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Derivative Pretax (Gain) Loss Recognized in Income $ 49 $ 2 $ (131) $ 120
Forecasted transactions | Sales        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Derivative Pretax (Gain) Loss Recognized in Income 4 (6) (3) 4
Treasury lock | Other (income) expense, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Derivative Pretax (Gain) Loss Recognized in Income $ 9 $ 0 $ 9 $ 0
v3.20.2
Financial Instruments - Information on Available-for-sale Investments (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]          
Debt securities, amortized cost $ 76   $ 76   $ 1,768
Debt securities, unrealized gains 0   0   17
Debt securities, unrealized losses 0   0   0
Debt securities, fair value 76   76   1,785
Publicly traded equity securities, fair value 1,307   1,307   838
Total debt and publicly traded equity securities, fair value 1,383   1,383   2,623
Unrealized net losses (gains) (464) $ 39 (469) $ (75)  
U.S. government and agency securities          
Debt Securities, Available-for-sale [Line Items]          
Debt securities, amortized cost 74   74   266
Debt securities, unrealized gains 0   0   3
Debt securities, unrealized losses 0   0   0
Debt securities, fair value 74   74   269
Foreign government bonds          
Debt Securities, Available-for-sale [Line Items]          
Debt securities, amortized cost 2   2   0
Debt securities, unrealized gains 0   0   0
Debt securities, unrealized losses 0   0   0
Debt securities, fair value 2   2   0
Commercial paper          
Debt Securities, Available-for-sale [Line Items]          
Debt securities, amortized cost 0   0   668
Debt securities, unrealized gains 0   0   0
Debt securities, unrealized losses 0   0   0
Debt securities, fair value 0   0   668
Corporate notes and bonds          
Debt Securities, Available-for-sale [Line Items]          
Debt securities, amortized cost 0   0   608
Debt securities, unrealized gains 0   0   13
Debt securities, unrealized losses 0   0   0
Debt securities, fair value 0   0   621
Asset-backed securities          
Debt Securities, Available-for-sale [Line Items]          
Debt securities, amortized cost 0   0   226
Debt securities, unrealized gains 0   0   1
Debt securities, unrealized losses 0   0   0
Debt securities, fair value $ 0   $ 0   $ 227
v3.20.2
Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Dec. 31, 2018
Assets        
Investments $ 76 $ 1,785    
Publicly traded equity securities 1,307 838    
Derivative assets 328 288    
Liabilities        
Contingent consideration 798 767 $ 753 $ 788
Derivative liabilities 131 97    
Foreign government bonds        
Assets        
Investments 2 0    
Corporate notes and bonds        
Assets        
Investments 0 621    
Commercial paper        
Assets        
Investments 0 668    
Asset-backed securities        
Assets        
Investments $ 0 227    
Liabilities        
Primary weighted average life of collateral 5 years      
U.S. government and agency securities        
Assets        
Investments $ 74 269    
Fair Value, Measurements, Recurring        
Assets        
Investments 1,251 2,243    
Other assets 132 380    
Derivative assets 328 288    
Total assets 1,711 2,911    
Liabilities        
Contingent consideration 798 767    
Derivative liabilities 131 97    
Total liabilities 929 864    
Fair Value, Measurements, Recurring | Foreign exchange contracts        
Assets        
Derivative assets 142 169    
Liabilities        
Derivative liabilities 128 95    
Fair Value, Measurements, Recurring | Interest rate swap contracts        
Assets        
Derivative assets 82 15    
Fair Value, Measurements, Recurring | Currency options        
Assets        
Derivative assets 104 104    
Liabilities        
Derivative liabilities 3 1    
Fair Value, Measurements, Recurring | Interest rate swap contracts        
Liabilities        
Derivative liabilities 0 1    
Fair Value, Measurements, Recurring | Level 1        
Assets        
Investments 1,249 518    
Other assets 132 380    
Derivative assets 0 0    
Total assets 1,381 898    
Liabilities        
Contingent consideration 0 0    
Derivative liabilities 0 0    
Total liabilities 0 0    
Fair Value, Measurements, Recurring | Level 1 | Foreign exchange contracts        
Assets        
Derivative assets 0 0    
Liabilities        
Derivative liabilities 0 0    
Fair Value, Measurements, Recurring | Level 1 | Interest rate swap contracts        
Assets        
Derivative assets 0 0    
Fair Value, Measurements, Recurring | Level 1 | Currency options        
Assets        
Derivative assets 0 0    
Liabilities        
Derivative liabilities 0 0    
Fair Value, Measurements, Recurring | Level 1 | Interest rate swap contracts        
Liabilities        
Derivative liabilities 0 0    
Fair Value, Measurements, Recurring | Level 2        
Assets        
Investments 2 1,725    
Other assets 0 0    
Derivative assets 328 288    
Total assets 330 2,013    
Liabilities        
Contingent consideration 0 0    
Derivative liabilities 131 97    
Total liabilities 131 97    
Fair Value, Measurements, Recurring | Level 2 | Foreign exchange contracts        
Assets        
Derivative assets 142 169    
Liabilities        
Derivative liabilities 128 95    
Fair Value, Measurements, Recurring | Level 2 | Interest rate swap contracts        
Assets        
Derivative assets 82 15    
Fair Value, Measurements, Recurring | Level 2 | Currency options        
Assets        
Derivative assets 104 104    
Liabilities        
Derivative liabilities 3 1    
Fair Value, Measurements, Recurring | Level 2 | Interest rate swap contracts        
Liabilities        
Derivative liabilities 0 1    
Fair Value, Measurements, Recurring | Level 3        
Assets        
Investments 0 0    
Other assets 0 0    
Derivative assets 0 0    
Total assets 0 0    
Liabilities        
Contingent consideration 798 767    
Derivative liabilities 0 0    
Total liabilities 798 767    
Fair Value, Measurements, Recurring | Level 3 | Foreign exchange contracts        
Assets        
Derivative assets 0 0    
Liabilities        
Derivative liabilities 0 0    
Fair Value, Measurements, Recurring | Level 3 | Interest rate swap contracts        
Assets        
Derivative assets 0 0    
Fair Value, Measurements, Recurring | Level 3 | Currency options        
Assets        
Derivative assets 0 0    
Liabilities        
Derivative liabilities 0 0    
Fair Value, Measurements, Recurring | Level 3 | Interest rate swap contracts        
Liabilities        
Derivative liabilities 0 0    
Fair Value, Measurements, Recurring | Foreign government bonds        
Assets        
Investments 2 0    
Fair Value, Measurements, Recurring | Foreign government bonds | Level 1        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Foreign government bonds | Level 2        
Assets        
Investments 2 0    
Fair Value, Measurements, Recurring | Foreign government bonds | Level 3        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Corporate notes and bonds        
Assets        
Investments 0 621    
Fair Value, Measurements, Recurring | Corporate notes and bonds | Level 1        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Corporate notes and bonds | Level 2        
Assets        
Investments 0 621    
Fair Value, Measurements, Recurring | Corporate notes and bonds | Level 3        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Commercial paper        
Assets        
Investments 0 668    
Fair Value, Measurements, Recurring | Commercial paper | Level 1        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Commercial paper | Level 2        
Assets        
Investments 0 668    
Fair Value, Measurements, Recurring | Commercial paper | Level 3        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Asset-backed securities        
Assets        
Investments 0 227    
Fair Value, Measurements, Recurring | Asset-backed securities | Level 1        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | Asset-backed securities | Level 2        
Assets        
Investments 0 227    
Fair Value, Measurements, Recurring | Asset-backed securities | Level 3        
Assets        
Investments 0 0    
Fair Value, Measurements, Recurring | U.S. government and agency securities        
Assets        
Investments 0 209    
Other assets 74 60    
Fair Value, Measurements, Recurring | U.S. government and agency securities | Level 1        
Assets        
Investments 0 0    
Other assets 74 60    
Fair Value, Measurements, Recurring | U.S. government and agency securities | Level 2        
Assets        
Investments 0 209    
Other assets 0 0    
Fair Value, Measurements, Recurring | U.S. government and agency securities | Level 3        
Assets        
Investments 0 0    
Other assets 0 0    
Fair Value, Measurements, Recurring | Publicly traded equity securities        
Assets        
Publicly traded equity securities 1,249 518    
Other assets 58 320    
Fair Value, Measurements, Recurring | Publicly traded equity securities | Level 1        
Assets        
Publicly traded equity securities 1,249 518    
Other assets 58 320    
Fair Value, Measurements, Recurring | Publicly traded equity securities | Level 2        
Assets        
Publicly traded equity securities 0 0    
Other assets 0 0    
Fair Value, Measurements, Recurring | Publicly traded equity securities | Level 3        
Assets        
Publicly traded equity securities 0 0    
Other assets $ 0 $ 0    
v3.20.2
Financial Instruments - Information About Changes in Liabilities for Contingent Consideration (Details)
$ in Millions
6 Months Ended
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Fair value, beginning balance $ 767 $ 788  
Additions 97 0  
Changes in estimated fair value 40 50  
Payments (106) (85)  
Fair value, ending balance 798 753  
Current liability     $ 138
Contingent consideration 798 $ 753 798
Sanofi Pasteur      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Fair value, beginning balance 625    
Fair value, ending balance 608    
Contingent consideration $ 625   $ 608
Contingent consideration, measurement input, discount rate (as percent)     0.115
Measurement Input, Discount Rate | Sanofi Pasteur      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Contingent consideration, measurement input, discount rate (as percent)     0.08
v3.20.2
Inventories - Inventories (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Finished goods $ 2,032 $ 1,772
Raw materials and work in process 5,874 5,650
Supplies 190 207
Total (approximates current cost) 8,096 7,629
Decrease to LIFO cost (119) (171)
Total current and noncurrent inventories 7,977 7,458
Recognized as:    
Inventories 6,056 5,978
Other assets $ 1,921 $ 1,480
v3.20.2
Inventories - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Inventory [Line Items]    
Inventories classified in Other assets $ 1,921 $ 1,480
Inventories Not Expected to be Sold Within One Year    
Inventory [Line Items]    
Inventories classified in Other assets 1,700 1,300
Inventories Produced in Preparation for Product Launches    
Inventory [Line Items]    
Inventories classified in Other assets $ 266 $ 168
v3.20.2
Long-Term Debt - Narrative (Details)
Jun. 30, 2020
USD ($)
Debt Instrument [Line Items]  
Face amount of debt $ 4,500,000,000
0.75% notes due 2026  
Debt Instrument [Line Items]  
Face amount of debt $ 1,000,000,000.0
Stated interest rate (as percent) 0.75%
1.45% notes due 2030  
Debt Instrument [Line Items]  
Face amount of debt $ 1,250,000,000
Stated interest rate (as percent) 1.45%
2.35% notes due 2040  
Debt Instrument [Line Items]  
Face amount of debt $ 1,000,000,000.0
Stated interest rate (as percent) 2.35%
2.45% notes due 2050  
Debt Instrument [Line Items]  
Face amount of debt $ 1,250,000,000
Stated interest rate (as percent) 2.45%
v3.20.2
Contingencies - Narrative (Details)
$ in Millions
1 Months Ended 6 Months Ended
Mar. 31, 2014
Case
Jun. 30, 2020
USD ($)
Claim
Case
Dec. 31, 2019
USD ($)
Legal Defense Costs      
Loss Contingencies [Line Items]      
Legal defense costs reserve | $   $ 265 $ 240
Zetia antitrust litigation [Member]      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters) | Claim   35  
Patents [Member]      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters)   3  
Loss Contingency, Claims Settled, Number   5  
Fosamax      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters)   3,590  
Fosamax | Femur Fracture Litigation | Federal      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters)   970  
Loss contingency, claims dismissed, number (in legal matters) 650    
Loss contingency, claims on appeal, number (in legal matters) 515    
Fosamax | Femur Fracture Litigation | New Jersey state court      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters)   2,345  
Fosamax | Femur Fracture Litigation | California state court      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters)   275  
Fosamax | Femur Fracture Litigation | Other state courts      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters)   4  
Januvia      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters) | Claim   1,440  
Januvia | Other state courts      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters) | Claim   6  
Januvia | Cases Company Agreed To Toll Statute Of Limitations      
Loss Contingencies [Line Items]      
Loss contingency, pending claims, number (in legal matters) | Claim   50  
v3.20.2
Equity - Rollforward Reconciliations (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Shares, beginning balance (in shares)     3,577,103,522  
Equity, beginning balance $ 26,300 $ 27,670 $ 26,001 $ 26,882
Net income attributable to Merck & Co., Inc. 3,002 2,670 6,221 5,585
Other comprehensive income (loss), net of taxes (2) (16) (200) 183
Cash dividends declared on common stock (1,550) (1,440) (3,099) (2,869)
Treasury stock shares purchased   (1,235) (1,281) (2,325)
Share-based compensation plans and other (13) 117 94 360
Net income (loss) attributable to noncontrolling interests 8 (26) $ 8 (79)
Noncontrolling interest, changes in ownership interest, other   (3)    
Distributions attributable to noncontrolling interests $ (1)      
Shares, ending balance (in shares) 3,577,103,522   3,577,103,522  
Equity, ending balance $ 27,744 $ 27,737 $ 27,744 $ 27,737
Cash dividends declared on common stock (in dollars per share) $ 0.61 $ 0.55 $ 1.22 $ 1.10
Common Stock        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Shares, beginning balance (in shares) 3,577,000,000 3,577,000,000 3,577,000,000 3,577,000,000
Equity, beginning balance $ 1,788 $ 1,788 $ 1,788 $ 1,788
Shares, ending balance (in shares) 3,577,000,000 3,577,000,000 3,577,000,000 3,577,000,000
Equity, ending balance $ 1,788 $ 1,788 $ 1,788 $ 1,788
Other Paid-In Capital        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Equity, beginning balance 39,697 38,768 39,660 38,808
Treasury stock shares purchased   1,000   1,000
Share-based compensation plans and other (324) (284) (287) (324)
Equity, ending balance 39,373 39,484 39,373 39,484
Retained Earnings        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Equity, beginning balance 48,272 44,065 46,602 42,579
Net income attributable to Merck & Co., Inc. 3,002 2,670 6,221 5,585
Cash dividends declared on common stock (1,550) (1,440) (3,099) (2,869)
Equity, ending balance 49,724 45,295 49,724 45,295
Accumulated Other Comprehensive Loss        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Equity, beginning balance (6,391) (5,346) (6,193) (5,545)
Other comprehensive income (loss), net of taxes (2) (16) (200) 183
Equity, ending balance $ (6,393) $ (5,362) $ (6,393) $ (5,362)
Treasury Stock        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Shares, beginning balance (in shares) 1,053,000,000 994,000,000 1,038,000,000 985,000,000
Equity, beginning balance $ (57,161) $ (51,736) $ (55,950) $ (50,929)
Treasury stock shares purchased (in shares)   24,000,000 16,000,000 38,000,000
Treasury stock shares purchased   $ (2,235) $ (1,281) $ (3,325)
Share-based compensation plans and other (in shares) (5,000,000) (8,000,000) (6,000,000) (13,000,000)
Share-based compensation plans and other $ 311 $ 401 $ 381 $ 684
Shares, ending balance (in shares) 1,048,000,000 1,010,000,000 1,048,000,000 1,010,000,000
Equity, ending balance $ (56,850) $ (53,570) $ (56,850) $ (53,570)
Non- controlling Interests        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Equity, beginning balance 95 131 94 181
Net income (loss) attributable to noncontrolling interests 8 (26) 8 (79)
Noncontrolling interest, changes in ownership interest, other   (3)    
Distributions attributable to noncontrolling interests (1)      
Equity, ending balance $ 102 $ 102 $ 102 $ 102
v3.20.2
Share-Based Compensation Plans - Expense Allocations (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]        
Pretax share-based compensation expense $ 121 $ 111 $ 229 $ 204
Income tax benefit (16) (15) (31) (28)
Total share-based compensation expense, net of taxes $ 105 $ 96 $ 198 $ 176
v3.20.2
Share-Based Compensation Plans - Narrative (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 4,000 3,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 77.67 $ 80.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value $ 9.93 $ 10.63
Total pretax unrecognized compensation expense related to nonvested stock options, RSU and PSU awards $ 908  
Weighted average period in years of recognition for nonvested stock options, RSU and PSU awards 2 years 2 months 12 days  
Restricted Stock Units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted (in shares) 6,000 6,000
Weighted-average fair value per share granted (in dollars per share) $ 77.74 $ 76.31
Performance Share Units (PSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted (in shares) 773 609
Weighted-average fair value per share granted (in dollars per share) $ 75.22 $ 90.50
v3.20.2
Share-Based Compensation Plans - Assumptions Used for Options Granted (Details)
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]    
Expected dividend yield 3.10% 3.20%
Risk-free interest rate 0.40% 2.40%
Expected volatility 22.10% 18.70%
Expected life (years) 5 years 9 months 18 days 5 years 10 months 24 days
v3.20.2
Pension and Other Postretirement Benefit Plans (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Other Postretirement Benefit Plans        
Defined Benefit Plan Disclosure [Line Items]        
Service cost $ 13 $ 12 $ 26 $ 24
Interest cost 14 18 29 35
Expected return on plan assets (19) (18) (37) (36)
Amortization of unrecognized prior service credit (22) (21) (45) (43)
Curtailments 0 (1) (1) (1)
Net periodic benefit cost (14) (10) (28) (21)
U.S. | Pension Plans        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 88 74 175 144
Interest cost 109 113 217 228
Expected return on plan assets (195) (205) (388) (411)
Amortization of unrecognized prior service credit (12) (12) (25) (25)
Net loss amortization 76 35 152 70
Termination benefits 1 3 4 5
Curtailments 0 0 2 1
Settlements 9 0 9 0
Net periodic benefit cost 76 8 146 12
International | Pension Plans        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 74 60 148 120
Interest cost 33 44 68 89
Expected return on plan assets (101) (107) (205) (214)
Amortization of unrecognized prior service credit (3) (3) (6) (6)
Net loss amortization 31 16 62 31
Termination benefits 0 1 1 1
Curtailments 0 0 (1) 0
Settlements 2 0 2 0
Net periodic benefit cost $ 36 $ 11 $ 69 $ 21
v3.20.2
Pension and Other Postretirement Benefit Plans Pension and Other Postretirement Benefit Plans (Narrative) (Details)
$ in Millions
6 Months Ended
Jun. 30, 2020
USD ($)
Pension and Other Postretirement Benefit Plans (Narrative) [Abstract]  
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year, Description $ 220
Defined Benefit Plan, Plan Assets, Contributions by Employer $ 170
v3.20.2
Other (Income) Expense, Net (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Sep. 30, 2020
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Component of Other Income / Expense of Nonoperating [Line Items]          
Interest income   $ (14) $ (75) $ (39) $ (164)
Interest expense   209 233 421 442
Exchange losses   24 27 78 128
Income from investments in equity securities, net (1)   (551) (58) (603) (32)
Net periodic defined benefit plan (credit) cost other than service cost   (80) (140) (170) (281)
Other, net   22 153 (5) 234
Other (income) expense, net   $ (390) $ 140 $ (318) $ 327
Forecast          
Component of Other Income / Expense of Nonoperating [Line Items]          
Income from investments in equity securities, net (1) $ 300        
v3.20.2
Other (Income) Expense, Net Other (Income) Expense, Net - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Component of Other Income / Expense of Nonoperating [Line Items]      
Interest paid   $ 387 $ 356
Healthcare Services Segment      
Component of Other Income / Expense of Nonoperating [Line Items]      
Goodwill, Impairment Loss $ 78   $ 162
v3.20.2
Taxes on Income (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Tax Examination [Line Items]        
Effective income tax rate (as percent) 14.50% 18.90% 15.30% 13.00%
Internal Revenue Service (IRS) | Domestic Tax Authority        
Income Tax Examination [Line Items]        
Tax benefit recognized related to settlement       $ 360
Income taxes paid       $ 107
v3.20.2
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]        
Net income attributable to Merck & Co., Inc. $ 3,002 $ 2,670 $ 6,221 $ 5,585
Average common shares outstanding 2,527 2,574 2,531 2,579
Common shares issuable (1) 9 14 11 17
Average common shares outstanding assuming dilution 2,536 2,588 2,542 2,596
Basic earnings per common share attributable to Merck & Co., Inc. common shareholders $ 1.19 $ 1.04 $ 2.46 $ 2.17
Earnings per common share assuming dilution attributable to Merck & Co., Inc. common shareholders $ 1.18 $ 1.03 $ 2.45 $ 2.15
Common shares issuable under share-based compensation plans excluded from diluted earnings per common share because the effect would have been antidilutive (in shares) 8 3 4 4
v3.20.2
Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Equity, beginning balance $ 26,300 $ 27,670 $ 26,001 $ 26,882
Other comprehensive income (loss) before reclassification adjustments, pretax (68) 40 (220) 258
Tax 45 4 2 7
Other comprehensive income (loss) before reclassification adjustments, net of taxes (23) 44 (218) 265
Reclassification adjustments, pretax 27 (73) 28 (101)
Tax (6) 13 (10) 19
Reclassification adjustments, net of taxes 21 (60) 18 (82)
Other comprehensive income (loss), net of taxes (2) (16) (200) 183
Equity, ending balance 27,744 27,737 27,744 27,737
Derivatives        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Equity, beginning balance 135 118 31 166
Other comprehensive income (loss) before reclassification adjustments, pretax (110) 10 68 (3)
Tax 23 (2) (14) 1
Other comprehensive income (loss) before reclassification adjustments, net of taxes (87) 8 54 (2)
Reclassification adjustments, pretax (42) (76) (89) (124)
Tax 9 16 19 26
Reclassification adjustments, net of taxes (33) (60) (70) (98)
Other comprehensive income (loss), net of taxes (120) (52) (16) (100)
Equity, ending balance 15 66 15 66
Investments        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Equity, beginning balance 0 4 18 (78)
Other comprehensive income (loss) before reclassification adjustments, pretax 0 55 3 131
Tax 0 0 0 0
Other comprehensive income (loss) before reclassification adjustments, net of taxes 0 55 3 131
Reclassification adjustments, pretax 0 (11) (21) (5)
Tax 0 0 0 0
Reclassification adjustments, net of taxes 0 (11) (21) (5)
Other comprehensive income (loss), net of taxes 0 44 (18) 126
Equity, ending balance 0 48 0 48
Employee Benefit Plans        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Equity, beginning balance (4,201) (3,541) (4,261) (3,556)
Other comprehensive income (loss) before reclassification adjustments, pretax (21) 0 (21) (1)
Tax 6 0 11 6
Other comprehensive income (loss) before reclassification adjustments, net of taxes (15) 0 (10) 5
Reclassification adjustments, pretax 69 14 138 28
Tax (15) (3) (29) (7)
Reclassification adjustments, net of taxes 54 11 109 21
Other comprehensive income (loss), net of taxes 39 11 99 26
Equity, ending balance (4,162) (3,530) (4,162) (3,530)
Cumulative Translation Adjustment        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Equity, beginning balance (2,325) (1,927) (1,981) (2,077)
Other comprehensive income (loss) before reclassification adjustments, pretax 63 (25) (270) 131
Tax 16 6 5 0
Other comprehensive income (loss) before reclassification adjustments, net of taxes 79 (19) (265) 131
Reclassification adjustments, pretax 0 0 0 0
Tax 0 0 0 0
Reclassification adjustments, net of taxes 0 0 0 0
Other comprehensive income (loss), net of taxes 79 (19) (265) 131
Equity, ending balance (2,246) (1,946) (2,246) (1,946)
Accumulated Other Comprehensive Income (Loss)        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Equity, beginning balance (6,391) (5,346) (6,193) (5,545)
Equity, ending balance $ (6,393) $ (5,362) $ (6,393) $ (5,362)
v3.20.2
Segment Reporting - Narrative (Details)
$ in Billions
3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
segment
Jun. 30, 2019
USD ($)
Segment Reporting [Abstract]        
Number of operating segments | segment     3  
Sales discounts | $ $ 3.0 $ 2.9 $ 6.2 $ 5.5
v3.20.2
Segment Reporting - Sales of Company's Products (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Segment Reporting Information [Line Items]        
Sales $ 10,872 $ 11,760 $ 22,929 $ 22,575
Proceeds from Sale of Intangible Assets     85 15
Operating Segments        
Segment Reporting Information [Line Items]        
Sales 10,780 11,632 22,671 22,359
Other        
Segment Reporting Information [Line Items]        
Sales 92 128 258 216
United States        
Segment Reporting Information [Line Items]        
Sales 4,634 5,193 9,771 9,748
United States | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 4,612 5,189 9,733 9,736
United States | Other        
Segment Reporting Information [Line Items]        
Sales 22 4 38 12
International        
Segment Reporting Information [Line Items]        
Sales 6,238 6,567 13,158 12,828
International | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 6,168 6,442 12,938 12,622
International | Other        
Segment Reporting Information [Line Items]        
Sales 70 125 220 206
Total Pharmaceutical segment sales | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 9,679 10,460 20,334 20,123
Total Pharmaceutical segment sales | Operating Segments | Keytruda        
Segment Reporting Information [Line Items]        
Sales 3,388 2,634 6,672 4,903
Total Pharmaceutical segment sales | Operating Segments | Alliance revenue - Lynparza (1)        
Segment Reporting Information [Line Items]        
Sales 178 111 323 190
Total Pharmaceutical segment sales | Operating Segments | Alliance revenue - Lenvima (1)        
Segment Reporting Information [Line Items]        
Sales 151 97 279 171
Total Pharmaceutical segment sales | Operating Segments | Emend        
Segment Reporting Information [Line Items]        
Sales 33 121 76 237
Total Pharmaceutical segment sales | Operating Segments | Gardasil/Gardasil 9        
Segment Reporting Information [Line Items]        
Sales 656 886 1,753 1,724
Total Pharmaceutical segment sales | Operating Segments | ProQuad/M-M-R II/Varivax        
Segment Reporting Information [Line Items]        
Sales 378 675 813 1,171
Total Pharmaceutical segment sales | Operating Segments | RotaTeq        
Segment Reporting Information [Line Items]        
Sales 168 172 391 383
Total Pharmaceutical segment sales | Operating Segments | Pneumovax 23        
Segment Reporting Information [Line Items]        
Sales 117 170 373 355
Total Pharmaceutical segment sales | Operating Segments | Vaqta        
Segment Reporting Information [Line Items]        
Sales 28 58 88 105
Total Pharmaceutical segment sales | Operating Segments | Bridion        
Segment Reporting Information [Line Items]        
Sales 224 278 524 533
Total Pharmaceutical segment sales | Operating Segments | Noxafil        
Segment Reporting Information [Line Items]        
Sales 73 193 168 383
Total Pharmaceutical segment sales | Operating Segments | Prevymis        
Segment Reporting Information [Line Items]        
Sales 63 38 123 70
Total Pharmaceutical segment sales | Operating Segments | Primaxin        
Segment Reporting Information [Line Items]        
Sales 64 71 115 130
Total Pharmaceutical segment sales | Operating Segments | Invanz        
Segment Reporting Information [Line Items]        
Sales 43 78 108 150
Total Pharmaceutical segment sales | Operating Segments | Cancidas        
Segment Reporting Information [Line Items]        
Sales 43 67 98 129
Total Pharmaceutical segment sales | Operating Segments | Cubicin        
Segment Reporting Information [Line Items]        
Sales 32 67 78 155
Total Pharmaceutical segment sales | Operating Segments | Zerbaxa        
Segment Reporting Information [Line Items]        
Sales 32 27 69 53
Total Pharmaceutical segment sales | Operating Segments | Simponi        
Segment Reporting Information [Line Items]        
Sales 191 214 406 422
Total Pharmaceutical segment sales | Operating Segments | Remicade        
Segment Reporting Information [Line Items]        
Sales 73 98 160 221
Total Pharmaceutical segment sales | Operating Segments | Belsomra        
Segment Reporting Information [Line Items]        
Sales 84 76 163 143
Total Pharmaceutical segment sales | Operating Segments | Isentress/Isentress HD        
Segment Reporting Information [Line Items]        
Sales 196 247 441 502
Total Pharmaceutical segment sales | Operating Segments | Zepatier        
Segment Reporting Information [Line Items]        
Sales 39 108 94 221
Total Pharmaceutical segment sales | Operating Segments | Zetia        
Segment Reporting Information [Line Items]        
Sales 137 156 282 296
Total Pharmaceutical segment sales | Operating Segments | Vytorin        
Segment Reporting Information [Line Items]        
Sales 39 76 92 174
Total Pharmaceutical segment sales | Operating Segments | Atozet        
Segment Reporting Information [Line Items]        
Sales 115 92 238 186
Total Pharmaceutical segment sales | Operating Segments | Alliance revenue - Adempas (2)        
Segment Reporting Information [Line Items]        
Sales 79 51 133 94
Total Pharmaceutical segment sales | Operating Segments | Adempas        
Segment Reporting Information [Line Items]        
Sales 57 53 113 100
Total Pharmaceutical segment sales | Operating Segments | Januvia        
Segment Reporting Information [Line Items]        
Sales 854 908 1,628 1,732
Total Pharmaceutical segment sales | Operating Segments | Janumet        
Segment Reporting Information [Line Items]        
Sales 490 533 993 1,063
Total Pharmaceutical segment sales | Operating Segments | Implanon/Nexplanon        
Segment Reporting Information [Line Items]        
Sales 132 183 326 382
Total Pharmaceutical segment sales | Operating Segments | NuvaRing        
Segment Reporting Information [Line Items]        
Sales 63 240 126 459
Total Pharmaceutical segment sales | Operating Segments | Singulair        
Segment Reporting Information [Line Items]        
Sales 100 160 255 352
Total Pharmaceutical segment sales | Operating Segments | Cozaar/Hyzaar        
Segment Reporting Information [Line Items]        
Sales 98 109 200 213
Total Pharmaceutical segment sales | Operating Segments | Arcoxia        
Segment Reporting Information [Line Items]        
Sales 65 75 135 149
Total Pharmaceutical segment sales | Operating Segments | Nasonex        
Segment Reporting Information [Line Items]        
Sales 49 72 120 168
Total Pharmaceutical segment sales | Operating Segments | Follistim AQ        
Segment Reporting Information [Line Items]        
Sales 44 63 85 121
Total Pharmaceutical segment sales | Operating Segments | Other pharmaceutical (3)        
Segment Reporting Information [Line Items]        
Sales 1,103 1,203 2,293 2,283
Total Pharmaceutical segment sales | United States | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 4,270 4,807 8,984 9,022
Total Pharmaceutical segment sales | United States | Operating Segments | Keytruda        
Segment Reporting Information [Line Items]        
Sales 2,043 1,498 3,949 2,782
Total Pharmaceutical segment sales | United States | Operating Segments | Alliance revenue - Lynparza (1)        
Segment Reporting Information [Line Items]        
Sales 105 66 190 116
Total Pharmaceutical segment sales | United States | Operating Segments | Alliance revenue - Lenvima (1)        
Segment Reporting Information [Line Items]        
Sales 98 54 188 104
Total Pharmaceutical segment sales | United States | Operating Segments | Emend        
Segment Reporting Information [Line Items]        
Sales 6 67 11 130
Total Pharmaceutical segment sales | United States | Operating Segments | Gardasil/Gardasil 9        
Segment Reporting Information [Line Items]        
Sales 168 456 629 818
Total Pharmaceutical segment sales | United States | Operating Segments | ProQuad/M-M-R II/Varivax        
Segment Reporting Information [Line Items]        
Sales 263 500 596 843
Total Pharmaceutical segment sales | United States | Operating Segments | RotaTeq        
Segment Reporting Information [Line Items]        
Sales 100 104 241 258
Total Pharmaceutical segment sales | United States | Operating Segments | Pneumovax 23        
Segment Reporting Information [Line Items]        
Sales 21 123 203 248
Total Pharmaceutical segment sales | United States | Operating Segments | Vaqta        
Segment Reporting Information [Line Items]        
Sales 17 38 47 67
Total Pharmaceutical segment sales | United States | Operating Segments | Bridion        
Segment Reporting Information [Line Items]        
Sales 107 129 250 248
Total Pharmaceutical segment sales | United States | Operating Segments | Noxafil        
Segment Reporting Information [Line Items]        
Sales 6 100 14 191
Total Pharmaceutical segment sales | United States | Operating Segments | Prevymis        
Segment Reporting Information [Line Items]        
Sales 28 19 55 37
Total Pharmaceutical segment sales | United States | Operating Segments | Primaxin        
Segment Reporting Information [Line Items]        
Sales 1 0 1 1
Total Pharmaceutical segment sales | United States | Operating Segments | Invanz        
Segment Reporting Information [Line Items]        
Sales 0 18 6 31
Total Pharmaceutical segment sales | United States | Operating Segments | Cancidas        
Segment Reporting Information [Line Items]        
Sales (2) 3 1 4
Total Pharmaceutical segment sales | United States | Operating Segments | Cubicin        
Segment Reporting Information [Line Items]        
Sales 10 22 25 64
Total Pharmaceutical segment sales | United States | Operating Segments | Zerbaxa        
Segment Reporting Information [Line Items]        
Sales 17 13 37 25
Total Pharmaceutical segment sales | United States | Operating Segments | Simponi        
Segment Reporting Information [Line Items]        
Sales 0 0 0 0
Total Pharmaceutical segment sales | United States | Operating Segments | Remicade        
Segment Reporting Information [Line Items]        
Sales 0 0 0 0
Total Pharmaceutical segment sales | United States | Operating Segments | Belsomra        
Segment Reporting Information [Line Items]        
Sales 22 21 49 45
Total Pharmaceutical segment sales | United States | Operating Segments | Isentress/Isentress HD        
Segment Reporting Information [Line Items]        
Sales 76 94 151 202
Total Pharmaceutical segment sales | United States | Operating Segments | Zepatier        
Segment Reporting Information [Line Items]        
Sales 15 39 33 72
Total Pharmaceutical segment sales | United States | Operating Segments | Zetia        
Segment Reporting Information [Line Items]        
Sales (1) 6 (4) 6
Total Pharmaceutical segment sales | United States | Operating Segments | Vytorin        
Segment Reporting Information [Line Items]        
Sales 2 3 5 6
Total Pharmaceutical segment sales | United States | Operating Segments | Atozet        
Segment Reporting Information [Line Items]        
Sales 0 0 0 0
Total Pharmaceutical segment sales | United States | Operating Segments | Alliance revenue - Adempas (2)        
Segment Reporting Information [Line Items]        
Sales 73 49 122 89
Total Pharmaceutical segment sales | United States | Operating Segments | Adempas        
Segment Reporting Information [Line Items]        
Sales 0 0 0 0
Total Pharmaceutical segment sales | United States | Operating Segments | Januvia        
Segment Reporting Information [Line Items]        
Sales 413 471 768 855
Total Pharmaceutical segment sales | United States | Operating Segments | Janumet        
Segment Reporting Information [Line Items]        
Sales 143 166 256 333
Total Pharmaceutical segment sales | United States | Operating Segments | Implanon/Nexplanon        
Segment Reporting Information [Line Items]        
Sales 87 136 237 285
Total Pharmaceutical segment sales | United States | Operating Segments | NuvaRing        
Segment Reporting Information [Line Items]        
Sales 35 206 61 391
Total Pharmaceutical segment sales | United States | Operating Segments | Singulair        
Segment Reporting Information [Line Items]        
Sales 4 8 9 13
Total Pharmaceutical segment sales | United States | Operating Segments | Cozaar/Hyzaar        
Segment Reporting Information [Line Items]        
Sales 4 6 12 10
Total Pharmaceutical segment sales | United States | Operating Segments | Arcoxia        
Segment Reporting Information [Line Items]        
Sales 0 0 0 0
Total Pharmaceutical segment sales | United States | Operating Segments | Nasonex        
Segment Reporting Information [Line Items]        
Sales 4 (1) 10 (2)
Total Pharmaceutical segment sales | United States | Operating Segments | Follistim AQ        
Segment Reporting Information [Line Items]        
Sales 20 24 40 53
Total Pharmaceutical segment sales | United States | Operating Segments | Other pharmaceutical (3)        
Segment Reporting Information [Line Items]        
Sales 385 369 792 697
Total Pharmaceutical segment sales | International | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 5,409 5,653 11,350 11,101
Total Pharmaceutical segment sales | International | Operating Segments | Keytruda        
Segment Reporting Information [Line Items]        
Sales 1,345 1,136 2,722 2,121
Total Pharmaceutical segment sales | International | Operating Segments | Alliance revenue - Lynparza (1)        
Segment Reporting Information [Line Items]        
Sales 73 45 133 74
Total Pharmaceutical segment sales | International | Operating Segments | Alliance revenue - Lenvima (1)        
Segment Reporting Information [Line Items]        
Sales 53 43 91 67
Total Pharmaceutical segment sales | International | Operating Segments | Emend        
Segment Reporting Information [Line Items]        
Sales 27 54 65 107
Total Pharmaceutical segment sales | International | Operating Segments | Gardasil/Gardasil 9        
Segment Reporting Information [Line Items]        
Sales 488 430 1,124 906
Total Pharmaceutical segment sales | International | Operating Segments | ProQuad/M-M-R II/Varivax        
Segment Reporting Information [Line Items]        
Sales 115 174 217 328
Total Pharmaceutical segment sales | International | Operating Segments | RotaTeq        
Segment Reporting Information [Line Items]        
Sales 68 68 150 125
Total Pharmaceutical segment sales | International | Operating Segments | Pneumovax 23        
Segment Reporting Information [Line Items]        
Sales 96 47 170 107
Total Pharmaceutical segment sales | International | Operating Segments | Vaqta        
Segment Reporting Information [Line Items]        
Sales 11 20 41 39
Total Pharmaceutical segment sales | International | Operating Segments | Bridion        
Segment Reporting Information [Line Items]        
Sales 117 149 274 285
Total Pharmaceutical segment sales | International | Operating Segments | Noxafil        
Segment Reporting Information [Line Items]        
Sales 67 93 154 192
Total Pharmaceutical segment sales | International | Operating Segments | Prevymis        
Segment Reporting Information [Line Items]        
Sales 35 18 68 33
Total Pharmaceutical segment sales | International | Operating Segments | Primaxin        
Segment Reporting Information [Line Items]        
Sales 63 70 114 129
Total Pharmaceutical segment sales | International | Operating Segments | Invanz        
Segment Reporting Information [Line Items]        
Sales 43 60 102 118
Total Pharmaceutical segment sales | International | Operating Segments | Cancidas        
Segment Reporting Information [Line Items]        
Sales 45 64 98 125
Total Pharmaceutical segment sales | International | Operating Segments | Cubicin        
Segment Reporting Information [Line Items]        
Sales 21 45 53 91
Total Pharmaceutical segment sales | International | Operating Segments | Zerbaxa        
Segment Reporting Information [Line Items]        
Sales 15 14 32 28
Total Pharmaceutical segment sales | International | Operating Segments | Simponi        
Segment Reporting Information [Line Items]        
Sales 191 214 406 422
Total Pharmaceutical segment sales | International | Operating Segments | Remicade        
Segment Reporting Information [Line Items]        
Sales 73 98 160 221
Total Pharmaceutical segment sales | International | Operating Segments | Belsomra        
Segment Reporting Information [Line Items]        
Sales 61 55 114 98
Total Pharmaceutical segment sales | International | Operating Segments | Isentress/Isentress HD        
Segment Reporting Information [Line Items]        
Sales 120 153 290 300
Total Pharmaceutical segment sales | International | Operating Segments | Zepatier        
Segment Reporting Information [Line Items]        
Sales 24 68 62 149
Total Pharmaceutical segment sales | International | Operating Segments | Zetia        
Segment Reporting Information [Line Items]        
Sales 138 150 285 290
Total Pharmaceutical segment sales | International | Operating Segments | Vytorin        
Segment Reporting Information [Line Items]        
Sales 37 73 86 167
Total Pharmaceutical segment sales | International | Operating Segments | Atozet        
Segment Reporting Information [Line Items]        
Sales 115 92 238 186
Total Pharmaceutical segment sales | International | Operating Segments | Alliance revenue - Adempas (2)        
Segment Reporting Information [Line Items]        
Sales 6 2 11 5
Total Pharmaceutical segment sales | International | Operating Segments | Adempas        
Segment Reporting Information [Line Items]        
Sales 57 53 113 100
Total Pharmaceutical segment sales | International | Operating Segments | Januvia        
Segment Reporting Information [Line Items]        
Sales 441 437 860 877
Total Pharmaceutical segment sales | International | Operating Segments | Janumet        
Segment Reporting Information [Line Items]        
Sales 348 366 737 730
Total Pharmaceutical segment sales | International | Operating Segments | Implanon/Nexplanon        
Segment Reporting Information [Line Items]        
Sales 44 48 90 98
Total Pharmaceutical segment sales | International | Operating Segments | NuvaRing        
Segment Reporting Information [Line Items]        
Sales 28 34 65 68
Total Pharmaceutical segment sales | International | Operating Segments | Singulair        
Segment Reporting Information [Line Items]        
Sales 96 153 246 338
Total Pharmaceutical segment sales | International | Operating Segments | Cozaar/Hyzaar        
Segment Reporting Information [Line Items]        
Sales 94 103 189 202
Total Pharmaceutical segment sales | International | Operating Segments | Arcoxia        
Segment Reporting Information [Line Items]        
Sales 65 75 135 149
Total Pharmaceutical segment sales | International | Operating Segments | Nasonex        
Segment Reporting Information [Line Items]        
Sales 45 73 110 170
Total Pharmaceutical segment sales | International | Operating Segments | Follistim AQ        
Segment Reporting Information [Line Items]        
Sales 24 39 45 67
Total Pharmaceutical segment sales | International | Operating Segments | Other pharmaceutical (3)        
Segment Reporting Information [Line Items]        
Sales 720 837 1,500 1,589
Total Animal Health segment sales | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 1,101 1,124 2,314 2,149
Total Animal Health segment sales | Operating Segments | Livestock        
Segment Reporting Information [Line Items]        
Sales 648 671 1,386 1,282
Total Animal Health segment sales | Operating Segments | Companion Animals        
Segment Reporting Information [Line Items]        
Sales 453 453 928 867
Total Animal Health segment sales | United States | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 342 335 726 628
Total Animal Health segment sales | United States | Operating Segments | Livestock        
Segment Reporting Information [Line Items]        
Sales 122 145 284 261
Total Animal Health segment sales | United States | Operating Segments | Companion Animals        
Segment Reporting Information [Line Items]        
Sales 220 190 442 367
Total Animal Health segment sales | International | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 759 789 1,588 1,521
Total Animal Health segment sales | International | Operating Segments | Livestock        
Segment Reporting Information [Line Items]        
Sales 526 526 1,102 1,021
Total Animal Health segment sales | International | Operating Segments | Companion Animals        
Segment Reporting Information [Line Items]        
Sales 233 263 486 500
Other segment sales (4) | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 0 48 23 87
Other segment sales (4) | United States | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 0 47 23 86
Other segment sales (4) | International | Operating Segments        
Segment Reporting Information [Line Items]        
Sales $ 0 $ 0 $ 0 $ 0
v3.20.2
Segment Reporting - Revenues by Geographic Area (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenue from External Customer [Line Items]        
Sales $ 10,872 $ 11,760 $ 22,929 $ 22,575
United States        
Revenue from External Customer [Line Items]        
Sales 4,634 5,193 9,771 9,748
Europe, Middle East and Africa        
Revenue from External Customer [Line Items]        
Sales 3,071 3,163 6,605 6,265
China        
Revenue from External Customer [Line Items]        
Sales 834 763 1,699 1,509
Japan        
Revenue from External Customer [Line Items]        
Sales 867 921 1,678 1,720
Asia Pacific (other than China and Japan)        
Revenue from External Customer [Line Items]        
Sales 666 716 1,394 1,461
Latin America        
Revenue from External Customer [Line Items]        
Sales 510 658 1,066 1,219
Other        
Revenue from External Customer [Line Items]        
Sales $ 290 $ 346 $ 716 $ 653
v3.20.2
Segment Reporting - Profits to Income Before Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Segment Reporting Information [Line Items]        
Profits $ 3,519 $ 3,259 $ 7,357 $ 6,326
Interest income 14 75 39 164
Interest expense (209) (233) (421) (442)
Depreciation and amortization     (1,869) (1,871)
Research and development (2,123) (2,189) (4,331) (4,119)
Restructuring costs (83) (59) (155) (212)
Total segment profits        
Segment Reporting Information [Line Items]        
Profits 6,967 7,518 14,923 14,510
Total segment profits | Pharmaceutical segment        
Segment Reporting Information [Line Items]        
Profits 6,560 7,115 14,036 13,690
Total segment profits | Animal Health segment        
Segment Reporting Information [Line Items]        
Profits 407 405 885 820
Total segment profits | Other segment        
Segment Reporting Information [Line Items]        
Profits 0 (2) 2 0
Other profits        
Segment Reporting Information [Line Items]        
Profits 61 94 200 124
Unallocated        
Segment Reporting Information [Line Items]        
Interest income 14 75 39 164
Interest expense (209) (233) (421) (442)
Depreciation and amortization (390) (427) (772) (786)
Research and development (1,994) (2,093) (4,092) (3,935)
Amortization of purchase accounting adjustments (299) (378) (594) (775)
Restructuring costs (83) (59) (155) (212)
Other unallocated, net $ (548) $ (1,238) $ (1,771) $ (2,322)