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Restructuring

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

In 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 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 $3.0 billion. The Company estimates that approximately 70% of the cumulative pretax costs will result in cash outlays, primarily related to employee separation expense and facility shut-down costs. Approximately 30% of the cumulative pretax costs will be non-cash, relating primarily to the accelerated depreciation of facilities to be closed or divested.

The Company recorded total pretax costs of $128 million and $149 million in the second quarter of 2021 and 2020, respectively, and $462 million and $315 million for the first six months of 2021 and 2020, respectively, related to restructuring program activities. Since inception of the Restructuring Program through June 30, 2021, Merck has recorded total pretax accumulated costs of approximately $2.3 billion. For the full year of 2021, the Company expects to record charges of approximately $700 million related to the Restructuring Program. 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, 2021																								Six Months Ended June 30, 2021
($ in millions)			Separation Costs						Accelerated Depreciation						Other						Total						Separation Costs						Accelerated Depreciation						Other						Total
Cost of sales			$	—					$	11					$	27					$	38					$	—					$	21					$	44					$	65
Selling, general and administrative			—						2						—						2						—						4						—						4
Research and development			—						6						—						6						—						13						—						13
Restructuring costs			64						—						18						82						293						—						87						380
			$	64					$	19					$	45					$	128					$	293					$	38					$	131					$	462

			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						—						47						82						82						—						70						152
			$	35					$	73					$	41					$	149					$	82					$	126					$	107					$	315

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 2021 and 2020 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, 2021:

($ in millions)			Separation Costs						Accelerated Depreciation						Other						Total
Restructuring reserves January 1, 2021			$	567					$	—					$	19					$	586
Expense			293						38						131						462
(Payments) receipts, net			(230)						—						(157)						(387)
Non-cash activity			—						(38)						48						10
Restructuring reserves June 30, 2021 (1)			$	630					$	—					$	41					$	671

(1)The remaining cash outlays are expected to be substantially completed by the end of 2023.

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- References

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- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 420
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 5.P.4(e))
-URI http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 420
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 420
-URI http://asc.fasb.org/topic&trid=2175745

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 420
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 420
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869

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