ORGANON & CO., 10-Q filed on 11/10/2025
Quarterly Report
v3.25.3
Cover - shares
9 Months Ended
Sep. 30, 2025
Nov. 03, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2025  
Document Transition Report false  
Entity File Number 001-40235  
Entity Registrant Name Organon & Co.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 46-4838035  
Entity Address, Address Line One 30 Hudson Street, Floor 33  
Entity Address, City or Town Jersey City,  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 07302  
City Area Code (551)  
Local Phone Number 430-6900  
Title of 12(b) Security Common Stock ($0.01 par value)  
Trading Symbol OGN  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   259,982,912
Entity Central Index Key 0001821825  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
v3.25.3
Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Income Statement [Abstract]        
Revenues $ 1,602 $ 1,582 $ 4,709 $ 4,811
Cost of sales 745 659 2,137 1,992
Gross profit 857 923 2,572 2,819
Selling, general and administrative 415 422 1,288 1,290
Research and development 84 111 275 339
Acquired in-process research and development and milestones 0 51 6 81
Restructuring costs 0 0 88 23
Interest expense 128 126 383 388
Exchange losses 17 6 12 11
Other (income) expense, net (30) 0 (53) 9
Income before income taxes 243 207 573 678
Income tax expense (benefit) 83 (152) 181 (77)
Net income $ 160 $ 359 $ 392 $ 755
Earnings per share:        
Basic (in dollars per share) $ 0.61 $ 1.39 $ 1.51 $ 2.94
Diluted (in dollars per share) $ 0.61 $ 1.38 $ 1.50 $ 2.92
Weighted average shares outstanding:        
Basic (in shares) 259,975 257,498 259,266 256,830
Diluted (in shares) 260,653 259,757 260,611 258,908
v3.25.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Statement of Comprehensive Income [Abstract]        
Net income $ 160 $ 359 $ 392 $ 755
Other Comprehensive (Loss) Income, Net of Taxes:        
Benefit plan net gain and prior service credit, net of amortization 0 (1) 0 0
Cumulative translation adjustment (2) 42 75 (30)
Other comprehensive income (loss) (2) 41 75 (30)
Comprehensive income $ 158 $ 400 $ 467 $ 725
v3.25.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Current Assets:    
Cash and cash equivalents $ 672 $ 675
Accounts receivable (net of allowance for doubtful accounts of $12 in 2025 and $14 in 2024) 1,484 1,358
Inventories (excludes inventories of $247 in 2025 and $215 in 2024 classified in Other assets) 1,488 1,321
Other current assets 1,056 994
Total Current Assets 4,700 4,348
Property, plant and equipment, net 1,290 1,168
Goodwill 4,680 4,680
Intangibles, net 1,340 1,414
Other assets 1,542 1,491
Total Assets 13,552 13,101
Current Liabilities:    
Current portion of long-term debt and short-term borrowings 45 20
Trade accounts payable 1,074 1,153
Accrued and other current liabilities 1,444 1,411
Income taxes payable 116 134
Total Current Liabilities 2,679 2,718
Long-term debt 8,783 8,860
Deferred income taxes 62 74
Other noncurrent liabilities 1,122 977
Total Liabilities 12,646 12,629
Contingencies (Note 15)
Organon & Co. Stockholders’ Equity:    
Common stock, $0.01 par value Authorized - 500,000 Issued and outstanding - 259,983 in 2025 and 257,799 in 2024 3 3
Additional paid-in capital 159 108
Retained earnings 1,318 1,010
Accumulated other comprehensive loss (574) (649)
Total Stockholders’ Equity 906 472
Total Liabilities and Stockholders’ Equity $ 13,552 $ 13,101
v3.25.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 12 $ 14
Inventories classified in other assets $ 247 $ 215
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 500,000,000 500,000,000
Common stock, issued (in shares) 259,983,000 257,799,000
Common stock, outstanding (in shares) 259,983,000 257,799,000
v3.25.3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($)
shares in Thousands, $ in Millions
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Dec. 31, 2023   255,626      
Beginning balance at Dec. 31, 2023 $ (70) $ 3 $ 25 $ 443 $ (541)
Stockholders' Equity [Roll Forward]          
Net income 755     755  
Other comprehensive income (loss), net of taxes (30)       (30)
Cash dividends declared on common stock (223)     (223)  
Stock-based compensation plans and other (in shares)   1,913      
Stock-based compensation plans and other 61   61    
Ending balance (in shares) at Sep. 30, 2024   257,539      
Ending balance at Sep. 30, 2024 493 $ 3 86 975 (571)
Beginning balance (in shares) at Jun. 30, 2024   257,473      
Beginning balance at Jun. 30, 2024 144 $ 3 63 690 (612)
Stockholders' Equity [Roll Forward]          
Net income 359     359  
Other comprehensive income (loss), net of taxes 41       41
Cash dividends declared on common stock (74)     (74)  
Stock-based compensation plans and other (in shares)   66      
Stock-based compensation plans and other 23   23    
Ending balance (in shares) at Sep. 30, 2024   257,539      
Ending balance at Sep. 30, 2024 493 $ 3 86 975 (571)
Beginning balance (in shares) at Dec. 31, 2024   257,799      
Beginning balance at Dec. 31, 2024 472 $ 3 108 1,010 (649)
Stockholders' Equity [Roll Forward]          
Net income 392     392  
Other comprehensive income (loss), net of taxes 75       75
Cash dividends declared on common stock (84)     (84)  
Stock-based compensation plans and other (in shares)   2,184      
Stock-based compensation plans and other 51   51    
Ending balance (in shares) at Sep. 30, 2025   259,983      
Ending balance at Sep. 30, 2025 906 $ 3 159 1,318 (574)
Beginning balance (in shares) at Jun. 30, 2025   259,965      
Beginning balance at Jun. 30, 2025 733 $ 3 139 1,163 (572)
Stockholders' Equity [Roll Forward]          
Net income 160     160  
Other comprehensive income (loss), net of taxes (2)       (2)
Cash dividends declared on common stock (5)     (5)  
Stock-based compensation plans and other (in shares)   18      
Stock-based compensation plans and other 20   20    
Ending balance (in shares) at Sep. 30, 2025   259,983      
Ending balance at Sep. 30, 2025 $ 906 $ 3 $ 159 $ 1,318 $ (574)
v3.25.3
Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Statement of Stockholders' Equity [Abstract]        
Common stock dividends declared (in dollars per share) $ 0.02 $ 0.28 $ 0.32 $ 0.84
v3.25.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Cash Flows from Operating Activities    
Net income $ 392 $ 755
Adjustments to reconcile net income to net cash flows provided by operating activities:    
Depreciation 110 98
Amortization 155 102
Impairment of assets 9 0
Acquired in-process research and development and milestones 6 81
Accretion and changes in fair value in contingent consideration (9) 0
Deferred income tax expense (benefit) 33 (170)
Stock-based compensation 70 79
Unrealized foreign exchange gain (8) (24)
Gain on debt repurchase (46) 0
Other 60 18
Net changes in assets and liabilities, net of assets acquired    
Accounts receivable (81) 42
Inventories (94) (100)
Other current assets (54) (180)
Trade accounts payable (97) (215)
Accrued and other current liabilities 14 (28)
Income taxes payable (30) 24
Other 129 67
Net Cash Flows Provided by Operating Activities 559 549
Cash Flows from Investing Activities    
Capital expenditures (117) (120)
Proceeds from sale of property, plant and equipment 1 2
Acquired in-process research and development and milestones (10) (26)
Dermavant acquisition, net of cash acquired (75) 0
Purchase of product rights and asset acquisition (124) (73)
Net Cash Flows Used in Investing Activities (325) (217)
Cash Flows from Financing Activities    
Proceeds from debt 730 1,036
Repayments of debt (1,006) (1,045)
Payment of long-term debt issuance costs 0 (36)
Employee withholding taxes related to stock-based awards (14) (18)
Dividend payments (84) (223)
Net Cash Flows Used in Financing Activities (374) (286)
Effect of Exchange Rate Changes on Cash and Cash Equivalents 137 24
Net (Decrease) Increase in Cash and Cash Equivalents (3) 70
Cash and Cash Equivalents, Beginning of Period 675 693
Cash and Cash Equivalents, End of Period $ 672 $ 763
v3.25.3
Background and Nature of Operations
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background and Nature of Operations Background and Nature of Operations
Organon & Co. (“Organon” or the “Company”) is a global health care company with a primary focus on improving the health of women throughout their lives. Organon develops and delivers innovative health solutions through a portfolio of more than 70 medicines and products including prescription therapies and medical devices within its women’s health, and general medicines product portfolios (the “Organon Products”). The Company sells these products through various channels including drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as health maintenance organizations, pharmacy benefit managers and other institutions. The Company operates six manufacturing facilities, which are located in Belgium, Brazil, Indonesia, Mexico, the Netherlands and the United Kingdom. Unless otherwise indicated, trademarks appearing in italics throughout this document are trademarks of, or are used under license by, the Organon group of companies.

The Company’s operations include the following product portfolios:

Women’s Health: Organon’s women’s health portfolio of products are sold by prescription primarily in two therapeutic areas, contraception, with key brands such as Nexplanon® (etonogestrel implant) (sold as Implanon NXT™ in some countries outside the United States) and NuvaRing® (etonogestrel / ethinyl estradiol vaginal ring), and fertility, with key brands such as Follistim AQ® (follitropin beta injection) (marketed in most countries outside the United States as Puregon™). Nexplanon is a long-acting reversible contraceptive, which is a class of contraceptives that is recognized as one of the most effective types of hormonal contraception available to patients with a low long-term average cost. Other women’s health products include the Jada® System, which is intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted.

General Medicines: Organon’s current general medicines portfolio includes leading brands in cardiovascular, respiratory and dermatology as well as non-opioid pain management and biosimilars of immunology and oncology treatments. Organon’s immunology and oncology biosimilar medicines have been launched in several countries. Several brands in general medicines lost exclusivity years ago and have faced generic competition for some time.
v3.25.3
Basis of Presentation
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for complete consolidated financial statements are not included herein. The results of operations for 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. All intercompany transactions and accounts within Organon have been eliminated. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Organon’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The presentation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP require management to make estimates and assumptions that affect the amounts reported, as further described in the Annual Report on Form 10-K for the year ended December 31, 2024. Accordingly, actual results could differ materially from management’s estimates and assumptions.
Segments

Following a change in executive leadership, the Company reassessed its segment reporting structure and, during the second quarter of 2025, determined that it operates as one operating segment comprised of two reporting units: U.S. and International. Organon is engaged in developing and delivering innovative health solutions through its portfolio of prescription therapies and medical devices within women's health and general medicines. The Company’s chief operating decision‑maker (the “CODM”) is the Chief Executive Officer. The CODM assesses performance and decides how to allocate resources for our one operating segment based on consolidated net income that is reported on the consolidated statements of income. The Company has also evaluated the significant segment expenses incurred by our single segment and regularly provided to the CODM. The significant segment expenses provided to the CODM are consistent with those reported on the Condensed Consolidated Statements of Income and include cost of sales, selling, general and administrative, research and development, interest expense and income taxes. The CODM uses these metrics to make key operating decisions such as: approving a new product launch strategy, making significant capital expenditures, approving the design of key commercialization strategies, decisions about key personnel, and approving annual operating and capital budgets. Our CODM considers budget-to-actual variances and year over year performance when making decisions supporting capital resource allocation. The Company manages assets on a consolidated basis as reported on the consolidated balance sheets.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is evaluated for impairment as of October 1 each year, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that fair value is less than carrying value. If the Company concludes it is more likely than not that fair value is less than carrying value, a quantitative fair value test is performed. If carrying value is greater than fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).

The Company’s quantitative goodwill impairment analysis relies on projected cash flows and market assumptions. A significant decline in forecasted performance, whether due to external economic factors or internal operational challenges, could result in the fair value of either the U.S. or International reporting unit falling below its carrying amount. In such cases, the Company would be required to recognize a non-cash impairment charge, which could materially impact our financial condition and results of operations. Additionally, the Company may be required to record impairment charges on goodwill related to a reporting unit if adverse macroeconomic or geopolitical developments materially affect our business outlook. These developments may include, but are not limited to, the implementation of tariffs, changes in trade policies, inflationary pressures, supply chain disruptions, or regulatory changes that reduce forecasts or increase operating costs.

Recently Issued Accounting Standards Not Yet Adopted

In October 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. Among other things, the ASU adds the scope exception from derivative accounting for contracts that are not exchange-traded and having features based on operations or activities specific to one of the parties involved, reducing complexity and diversity in practice. The amendments in this ASU are effective for annual periods beginning on January 1, 2027, and should be applied on a prospective basis, with the option to apply the amendments on a modified retrospective basis; early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments modernize the accounting for internal-use software to better reflect contemporary development practices, such as agile and iterative methodologies. Key changes include revised cost capitalization thresholds, enhanced guidance for assessing development uncertainty, and new disclosure requirements intended to improve transparency and consistency across entities. The amendments in this ASU are effective for annual periods beginning on January 1, 2028 and interim reporting periods within those periods, and may be applied either prospectively, retrospectively or on a modified retrospective basis; early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires entities to disaggregate operating expenses into specific categories to provide enhanced transparency into the nature and function of expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This
guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the effects of this guidance on its related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The amendments in this ASU are effective for annual periods beginning on January 1, 2025, and should be applied on a prospective basis with the option to apply the standard retrospectively. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the impact to its income tax disclosures.
v3.25.3
Acquisitions and Licensing Arrangements
9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions and Licensing Arrangements Acquisitions and Licensing Arrangements
Biogen Inc. (“Biogen”)

In March 2025, Organon acquired from Biogen the regulatory and commercial rights in the United States for Tofidence® (tocilizumab-bavi). Tofidence, launched in the U.S. market in May 2024, is indicated in certain patients for the treatment of moderately to severely active rheumatoid arthritis, giant cell arthritis, polyarticular juvenile idiopathic arthritis, systemic juvenile idiopathic arthritis, and COVID-19. Under the terms of the agreement with Biogen, Organon paid an upfront payment of $51 million in July 2025, and will be obligated to pay tiered royalty payments based on net sales and tiered annual net sales milestone payments of up to $45 million from a previous in-license arrangement with Bio-Thera Solutions Ltd., the product developer for Tofidence. In the first quarter of 2025, the Company recognized an intangible asset of $51 million, related to the upfront payment to Biogen, which will be amortized over 10 years.

Dermavant Sciences Ltd. (“Dermavant”)

On October 28, 2024, Organon acquired Dermavant, a company dedicated to developing and commercializing innovative therapeutics in immuno-dermatology. Dermavant’s novel product, Vtama® (tapinarof) cream, was approved by the U.S. Food and Drug Administration (the “FDA”) in May 2022 for the topical treatment of mild, moderate, and severe plaque psoriasis in adults. In December 2024, the FDA approved Vtama for the treatment of atopic dermatitis, also known as eczema, in adults and children two years of age and older. Atopic dermatitis is one of the most common inflammatory dermatological conditions in adults, presenting a higher disease burden for women compared to men. The acquisition expanded Organon’s existing portfolio of general medicines.

Consideration for Dermavant consists of the upfront payment of $175 million and a $75 million milestone payment upon regulatory approval of the atopic dermatitis indication in the United States, which was paid in the first quarter of 2025, as well as payments of up to $950 million for the achievements of certain commercial milestones, tiered royalties on net sales, and the assumption of liabilities, including certain debt obligations, which were accounted for at fair value on the acquisition date.

The transaction was accounted for as a business combination. The aggregate consideration is calculated as follows:

(in millions)
Cash consideration paid to Dermavant at closing$198 
Fair value of contingent consideration, as of acquisition date383
Aggregate purchase price consideration$581 

Contingent consideration included as part of the consideration relates to potential future milestone obligations of up to $1.025 billion, including: (i) up to $75 million in cash payable upon regulatory approval, and (ii) up to $950 million for the achievements of certain commercial milestones. The fair value of the contingent consideration recognized on the acquisition date was determined using the inputs disclosed in Note 11. “Financial Instruments.” The Company reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value.

In the second quarter of 2025, the final allocation of the consideration transferred to the assets acquired and the liabilities assumed was completed. The Company has not made any adjustments to the allocation of the consideration since initially reported in the fourth quarter of 2024.
In the first quarter of 2025, the Company paid $75 million for the regulatory milestone related to the atopic dermatitis indication of Vtama in the United States achieved during the fourth quarter of 2024, and paid $35 million related to sales-based milestones that were achieved in the fourth quarter of 2024 related to an assumed licensing agreement.

In April 2025, Health Canada approved Nduvra® (tapinarof) cream, the first in a novel class of aryl hydrocarbon receptor agonists to be approved in Canada for the topical treatment of plaque psoriasis in adults. As a result, in the second quarter of 2025, the Company reclassified the acquired IPR&D intangible asset to product and product rights and will amortize the intangible asset over nine years.

Suzhou Centergene Pharmaceuticals (“Centergene”)

Due to changes in the evolving fertility landscape in China, the Company exited its agreement with Centergene. As a result, during the first quarter of 2025, the Company recognized $6 million in Acquired in-process research and development and milestones.

Eli Lilly (“Lilly”)

As of September 30, 2025, Organon has $240 million accrued in Other noncurrent liabilities related to the probable sales-based milestones. In January 2025, the Company paid $20 million related to the milestones.

Shanghai Henlius Biotech, Inc. (“Henlius”)

In September 2025, the FDA approved Bildyos® (denosumab-nxxp) injection 60 mg/mL and Bilprevda® (denosumab-nxxp) injection 120 mg/1.7 mL, biosimilars to Prolia2 (denosumab) and Xgeva2 (denosumab), respectively, for all indications of the reference products, and the European Commission granted marketing authorization for Bildyos and Bilprevda. As a result, sales-based milestones related to the Henlius agreement were determined to be probable of being achieved and the Company recognized intangible assets of $30 million related to these milestones. The intangible assets will be amortized over 9 years.

In February 2025, Organon paid $10 million related to the milestone for the development of HLX11, an investigational biosimilar of Perjeta2 (pertuzumab), which was recognized as Acquired in-process research and development and milestones in 2024. In March 2025, the European Medicines Agency validated the marketing authorization application for HLX11.

Oss Biotech Site

In July 2025, Organon acquired the Oss Biotech manufacturing facility in the Netherlands from Merck & Co., Inc., Rahway, NJ, US (“Merck”). This agreement covers Organon’s fertility drug substance production and associated support functions. Organon is required to pay aggregate consideration of $25 million, of which $15 million was paid in July 2025 and the remaining $10 million will be paid in the first half of 2026. In addition to the purchase of the facility, the Company also paid $71 million for the purchase of the remaining inventory at the site.
v3.25.3
Earnings per Share (“EPS”)
9 Months Ended
Sep. 30, 2025
Earnings Per Share [Abstract]  
Earnings per Share (“EPS”) Earnings per Share (“EPS”)
The calculations of basic and diluted EPS are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions and shares in thousands, except per share amounts)2025202420252024
Net income$160 $359 $392 $755 
Basic weighted average number of shares outstanding259,975257,498259,266256,830
Stock awards and equity units (share equivalent)678 2,259 1,3452,078
Diluted weighted average common shares outstanding260,653259,757260,611258,908
EPS:
Basic$0.61 $1.39 $1.51 $2.94 
Diluted$0.61 $1.38 $1.50 $2.92 
Anti-dilutive shares excluded from the calculation of EPS16,238 8,599 15,871 8,587 
Diluted EPS was computed using the treasury stock method for stock option awards, performance share units, and restricted share units. The computation of diluted EPS excludes the effect of the potential exercise of stock-based awards when the effect of the potential exercise would be anti-dilutive.
v3.25.3
Product and Geographic Information
9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
Product and Geographic Information Product and Geographic Information
Revenues of the Company’s products were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
($ in millions)U.S.Int’lTotalU.S.Int’lTotalU.S.Int’lTotalU.S.Int’lTotal
Women’s Health
Nexplanon/Implanon NXT$146 $77 $223 $172 $70 $243 $486 $225 $711 $497 $207 $704 
Follistim AQ24 40 64 26 37 63 89 117 206 59 113 171 
NuvaRing
17 26 17 23 21 54 75 33 57 90 
Ganirelix Acetate Injection
19 22 20 26 10 67 77 16 65 82 
Marvelon/Mercilon
— 31 31 — 29 29 — 103 103 — 103 103 
Jada20 — 20 15 — 16 53 54 42 43 
Other Women’s Health (1)
17 26 43 14 28 40 47 80 128 41 78 119 
General Medicines
Biosimilars
Renflexis51 19 70 56 16 72 141 49 190 167 43 210 
Hadlima47 16 63 29 11 40 116 44 159 71 27 98 
Ontruzant28 31 15 20 12 68 80 23 84 107 
Brenzys— 23 23 — 27 27 — 59 59 — 63 63 
Other Biosimilars (1)
— 13 22 — 22 22 
Cardiovascular
Atozet— 95 95 — 125 125 — 257 257 — 396 396 
Zetia91 93 80 81 248 252 235 240 
Cozaar/Hyzaar53 55 57 59 160 166 179 186 
Vytorin25 25 25 26 72 75 78 82 
Rosuzet— — 11 11 — 16 16 — 36 36 
Other Cardiovascular (1)
33 33 — 27 29 97 98 97 99 
Respiratory
Singulair51 53 83 85 187 193 268 275 
Nasonex— 60 60 — 63 63 — 197 197 — 200 200 
Dulera24 10 34 38 10 48 89 28 118 120 31 151 
Clarinex25 25 26 27 92 93 97 100 
Other Respiratory (1)
12 11 14 32 40 26 10 35 
Non-Opioid Pain, Bone and Dermatology
Arcoxia— 71 71 — 69 69 — 195 195 — 211 211 
Fosamax— 40 40 37 38 106 107 109 112 
Diprospan— 41 41 — 37 37 — 112 112 — 102 102 
Vtama
31 34 — — — 80 89 — — — 
Other Non-Opioid Pain, Bone and Dermatology (1)
75 80 69 74 11 217 229 15 212 227 
Other
Propecia31 33 27 28 86 90 74 79 
Emgality/Rayvow
— 51 51 — 29 29 — 125 125 — 69 69 
Proscar— 27 27 — 23 23 73 73 72 73 
Other (1)
— 86 88 80 84 245 253 12 229 241 
Other (2)
21 21 26 26 66 67 (2)87 85 
Revenues$406 $1,196 $1,602 $398 $1,184 $1,582 $1,232 $3,477 $4,709 $1,156 $3,655 $4,811 
Totals may not foot due to rounding. Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.

(1) Includes sales of products not listed separately.
(2) Includes manufacturing sales to third parties.
Revenues by geographic area where derived are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Europe and Canada$417 $436 $1,212 $1,343 
United States406 398 1,232 1,156 
Asia Pacific and Japan251 260 752 806 
China219 212 627 634 
Latin America, Middle East, Russia, and Africa
286 243 810 768 
Other (1)
23 33 76 104 
Revenues$1,602 $1,582 $4,709 $4,811 
(1) Includes manufacturing sales to third parties.
v3.25.3
Stock-Based Compensation Plans
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Plans Stock-Based Compensation Plans
The Company grants stock option awards, restricted share units (“RSUs”), performance share units (“PSUs”), and cash awards pursuant to the 2021 Incentive Stock Plan.

Stock-based compensation expenses incurred by the Company were as follows:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Stock-based compensation expense recognized in:
Cost of sales$$$12 $13 
Selling, general and administrative 16 17 46 53 
Research and development12 13 
Total$24 $25 $70 $79 
Income tax benefits$$$15 $17 



The fair value of options granted was determined using the following assumptions:

Nine Months Ended September 30,
20252024
Expected dividend yield7.41 %6.00 %
Risk-free interest rate4.08 4.12 
Expected volatility40.25 41.02 
Expected life (years)5.895.89
A summary of the equity award transactions for the nine months ended September 30, 2025 is as follows:
Stock Options
RSUs
PSUs
(shares in thousands)SharesWeighted average
exercise price
Weighted average
grant date
fair value
SharesWeighted average
grant date
fair value
SharesWeighted average
grant date
fair value
Outstanding as of January 1, 20256,948 $29.44 $7.70 8,590 $20.28 1,121 $28.44 
Granted/Issued
2,587 14.89 3.03 5,896 14.70 263 19.49 
Vested/Exercised— — — (3,234)23.31 (209)35.54 
Forfeited/Cancelled(389)27.05 6.63 (1,592)17.04 (167)34.51 
Outstanding as of September 30, 2025
9,146 $25.43 $6.42 9,660 $16.43 1,008 $23.62 

The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable as of September 30, 2025:

Equity Awards Vested and Expected to VestEquity Awards That are Exercisable
(awards in thousands; aggregate intrinsic value in millions)
AwardsWeighted Average
Exercise Price
Aggregate
Intrinsic Value
Remaining
Term
(in years)
AwardsWeighted Average
Exercise Price
Aggregate
Intrinsic Value
Remaining
Term
(in years)
Stock Options8,833 $25.43 $— 6.945,336 $31.79 $— 5.41
RSUs
8,984 103 1.97
PSUs
313 1.63

The amount of unrecognized compensation costs as of September 30, 2025 was $146 million, which will be recognized in operating expense ratably over the weighted average vesting period of 1.96 years.
v3.25.3
Restructuring
9 Months Ended
Sep. 30, 2025
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
During the first quarter of 2025, we implemented additional restructuring initiatives to drive an enterprise-wide operating model optimization that resulted in an approximate 6% headcount reduction. The restructuring activities were initiated to streamline and simplify the Company’s operating model to create more efficient processes and a simplified structure. Restructuring costs include separation costs associated with manufacturing-related headcount reductions.

In prior years, Organon implemented restructuring activities related to the optimization of its internal operations by reducing headcount. As a result of these combined activities, the Company’s headcount was reduced by approximately 5% by the end of 2024.

The following is a summary of changes in severance liabilities related to the restructuring activities included within Accrued and other current liabilities:
September 30, 2025December 31, 2024
Beginning balance $14 $61 
Severance & severance related costs 88 31 
Cash payments and other(88)(78)
Ending Balance $14 $14 

Organon does not anticipate incurring additional restructuring charges related to previously-announced initiatives. Organon expects the remaining severance payments associated with the restructuring activities to be primarily paid in 2025.
v3.25.3
Taxes on Income
9 Months Ended
Sep. 30, 2025
Income Tax Disclosure [Abstract]  
Taxes on Income Taxes on Income
The effective income tax rates were 34.0% and (73.7)% for the three months ended September 30, 2025 and 2024, respectively, and 31.6% and (11.3)% for the nine months ended September 30, 2025 and 2024, respectively. These effective income tax rates reflect the beneficial impact of foreign earnings, offset by the impact of U.S. inclusions under the Global Intangible Low-Taxed Income regime and a partial valuation allowance recorded against non-deductible U.S. interest expense. There was a favorable impact to the 2025 year-to-date effective tax rate driven by a tax amortization benefit. The favorable impact to the 2024 year-to-date effective tax rate was driven by the reversal of a valuation allowance, the favorable closure of two non-U.S. tax audits and a return to provision adjustment for an entity in Switzerland.
On July 4, 2025, U.S. House Resolution 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes significant corporate tax provisions such as modifications to interest deductibility, the option to fully expense U.S.-based R&D costs, and changes to the taxation of foreign earnings.
v3.25.3
Inventories
9 Months Ended
Sep. 30, 2025
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of:
($ in millions)September 30, 2025December 31, 2024
Finished goods$798 $764 
Raw materials
14 25 
Work in process835 675 
Supplies84 79 
Total (approximates current cost)$1,731 $1,543 
Increase (Decrease) to last in, first out (“LIFO”) costs
(7)
 $1,735 $1,536 
Recognized as:
Inventories$1,488 $1,321 
Other assets247 215 
Inventories valued under the LIFO method
127 133 

Amounts recognized as Other assets are comprised primarily of raw materials and work in process inventories and are not expected to be converted to finished goods that will be sold within one year. The Company has long-term vendor supply contracts that include certain annual minimum purchase commitments.

As part of the Dermavant acquisition, the Company acquired $97 million of inventory, which includes a $63 million purchase accounting inventory fair value adjustment. As of September 30, 2025 and December 31, 2024, there was $25 million and $56 million, respectively, remaining in inventory related to the fair value adjustment.
v3.25.3
Long-Term Debt and Short-Term Borrowings
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Long-Term Debt and Short-Term Borrowings Long-Term Debt and Short-Term Borrowings
Long-term debt and short-term borrowings consist of the following:

($ in millions)September 30, 2025December 31, 2024
Senior Credit Agreement
Term Loan B Facility:
SOFR plus 225 bps term loan due 2031
$1,543 $1,543 
EURIBOR plus 275 bps euro-denominated term loan due 2031 (€718 million in 2025 and €724 million in 2024)
838 755 
Revolving credit facility30 — 
4.125% secured notes due 2028
2,100 2,100 
2.875% euro-denominated secured notes due 2028 (€1.25 billion)
1,459 1,304 
5.125% notes due 2031
1,758 2,000 
6.750% secured notes due 2034
500 500 
7.875% notes due 2034
500 500 
Revenue Interest Purchase and Sale Agreement (1)
178 165 
NovaQuest Funding Agreement— 103 
Other borrowings
Other (discounts and debt issuance costs)(86)(97)
Total principal long-term debt and short-term borrowings$8,828 $8,880 
Less: Current portion of long-term debt and short-term borrowings45 20 
Total Long-term debt, net of current portion$8,783 $8,860 
(1) Recognized at the amortized cost basis. The remaining principal is determined as the initial fair value less principal payments. As of September 30, 2025, the remaining principal of the revenue interest purchase and sale agreement (the “RIPSA”) that the Company assumed in connection with its acquisition of Dermavant is $156 million.

The nature and terms of Organon’s long-term debt are described in detail in Note 12. “Long-Term Debt and Leases” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

During the second quarter of 2025, the Company repurchased and cancelled $242 million of the Company’s 5.125% notes due in 2031 (“the 2031 Notes”) prior to maturity which resulted in a pre-tax gain on extinguishment of debt of $42 million, recorded in Other (income) expense, net in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2025.

During the second quarter of 2025, the Company voluntarily repaid and terminated the funding agreement with NovaQuest Co-Investment Fund VIII, L.P. (“NovaQuest”, and such agreement, the “NovaQuest Funding Agreement”) valued at $103 million. The termination resulted in a pre-tax gain on extinguishment of debt of $4 million, recorded in Other (income) expense, net in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2025.

For the nine months ended September 30, 2025 the Company had borrowings and repayments on the revolver of $730 million and $700 million, respectively.

Long-term debt was recorded at the carrying amount. The estimated fair value of long-term debt (including current portion) is as follows:
($ in millions)Fair Value Measurement LevelSeptember 30, 2025December 31, 2024
Long-term debt
2$8,250 $8,354 
Long-term debt (RIPSA & NovaQuest)3178 268 

Level 2 was estimated using inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the liability. Level 3 was estimated using unobservable inputs.
The Company made interest payments related to its debt instruments of $276 million for the nine months ended September 30, 2025. The average maturity of the Company’s long-term debt as of September 30, 2025 is approximately 4.8 years and the weighted-average interest rate on total borrowings as of September 30, 2025 is 5.0%.

The schedule of principal payments required on long-term debt and short-term borrowings for the next five years, exclusive of $22 million of accrued interest related to the RIPSA, and thereafter are as follows:
($ in millions)
2025$32 
202610 
202710 
20283,568 
202910 
Thereafter5,262 

The Senior Credit Agreement contains customary financial covenants, including a total leverage ratio covenant, which measures the ratio of (i) consolidated total debt to (ii) consolidated earnings before interest, taxes, depreciation and amortization, and subject to other adjustments, that must meet certain defined limits which are tested on a quarterly basis. In addition, the Senior Credit Agreement contains covenants that limit, among other things, Organon’s ability to prepay, redeem or repurchase its subordinated and junior lien debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, redeem, or repurchase equity interests, and create or become subject to liens. As of September 30, 2025, the Company is in compliance with all financial covenants, and no default or event of default has occurred.
v3.25.3
Financial Instruments
9 Months Ended
Sep. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Financial Instruments
The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following financial instruments were recorded at their estimated fair value. The recurring fair value measurement of the assets and liabilities was as follows:

($ in millions)Fair Value Measurement Level September 30, 2025December 31, 2024
Other current assets:
Forward contracts2$11 $29 
Other assets:
Cross-currency swap2— 27 
Accrued and other current liabilities:
Contingent consideration3— 75 
Forward contracts218 13 
Other noncurrent liabilities:
Contingent consideration3310 319 
Cross-currency swap287 — 
Foreign Currency Risk Management

The Company uses a balance sheet risk management program to partially mitigate the exposure of net monetary assets of its subsidiaries that are denominated in a currency other than a subsidiary’s functional currency from the effects of volatility in foreign exchange. In these instances, Organon principally utilizes forward exchange contracts to partially offset the effects of exchange on exposures denominated in developed country currencies, primarily the euro, Swiss franc, and Canadian dollar. For exposures in developing country currencies, the Company enters 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.

Forward Contracts

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 Exchange losses in the Condensed Consolidated Statements of Income. The forward contracts are not designated as hedges and are marked to market through Exchange losses in the Condensed Consolidated Statements of Income. 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 notional amount of forward contracts was $2.0 billion and $1.4 billion as of September 30, 2025 and December 31, 2024, respectively. The cash flows and the related gains and losses from these contracts are reported as operating activities in the Condensed Consolidated Statements of Cash Flows.

Net Investment Hedge

Euro-denominated debt instruments

Foreign exchange risk is also managed through the use of economic hedges on foreign currency balances. €718 million of the euro-denominated term loan and €1.25 billion of the 2.875% euro-denominated secured notes have been designated and are effective as a hedge of the net investment in euro-denominated subsidiaries. See Note 10 “Long-Term Debt and Short-Term Borrowings” for additional details.

Cross-Currency Swaps

The Company entered into cross-currency swaps that mature in 2029. The Company elected to designate the fixed-for-fixed swaps as a hedge of the net investment in euro-denominated subsidiaries balance and the change in the fair value attributable to the changes in the spot rate is recorded in Other Comprehensive Income (Loss), Net of Taxes. Throughout the term of the swaps, the Company will pay a fixed interest rate of 5.8330% based on the Euro notional amount of €922 million and receive a fixed interest rate of 7.3125% based on the U.S. dollar notional amount of $1 billion. The notional amount based on the Euro leg of the cross-currency swaps has been designated and is effective as a hedge of the net investment in euro-denominated subsidiaries. The difference between the interest rate received and paid under the cross-currency swap agreements is recorded in Interest expense in the Condensed Consolidated Statements of Income. The cash flows and the related gains and losses from the periodic settlements of the cross-currency swaps are reported as Operating Activities in the Condensed Consolidated Statements of Cash Flows.

Foreign currency gain (loss) due to spot rate fluctuations on the euro-denominated debt instruments and the change in fair value of the cross-currency swaps resulting from hedge designation were included within Cumulative translation adjustment in Other comprehensive income (loss), net of taxes:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Euro-denominated debt instruments gain (loss)
$$(92)$(244)$(17)
Cross-currency swaps gain (loss)
14 (29)(115)(25)
The Condensed Consolidated Statements of Income include the impact of net (gains) losses of Organon’s derivative financial instruments:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Derivative loss (gain) in Exchange losses
$$14 $(12)$
Derivative gain in Interest expense
(3)(3)(8)(5)

Contingent Consideration

The fair value measurement of contingent consideration arising from business combinations is determined via probability-weighted cash flows using a Monte Carlo simulation model, which are then discounted to present value. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At September 30, 2025, the fair value measurements of acquisition-related contingent consideration were determined using discount rates ranging from 5.54% to 7.27%.

The following table presents a reconciliation of contingent consideration measured on a recurring basis using significant unobservable inputs (Level 3):

($ in millions)September 30, 2025
Beginning balance $394 
Accretion and changes in fair value in Other (income) expense, net
(9)
Payment (75)
Ending balance $310 

Concentrations of Credit Risk

Organon has established accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable. Under these agreements, Organon factored $268 million and $186 million of accounts receivable as of September 30, 2025 and December 31, 2024, respectively, which reduced outstanding accounts receivable. The cash received from the financial institutions is reported within Operating Activities in the Condensed Consolidated Statements of Cash Flows. The cost of factoring such accounts receivable were not material for the nine months ended September 30, 2025 and 2024.
v3.25.3
Accumulated Other Comprehensive Income (Loss)
9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated other comprehensive income (loss) by component are as follows:
($ in millions)Employee
Benefit
Plans
Cumulative
Translation
Adjustment
Accumulated Other
Comprehensive
Income (Loss)
Balance at July 1, 2024, net of taxes$(14)$(598)$(612)
Other comprehensive (loss) income, pretax
(1)42 41 
Tax— — — 
Other comprehensive (loss) income, net of taxes
(1)42 41 
Balance at September 30, 2024, net of taxes$(15)$(556)$(571)
Balance at July 1, 2025, net of taxes$(17)$(555)$(572)
Other comprehensive loss, pretax
— (2)(2)
Tax— — — 
Other comprehensive loss, net of taxes
— (2)(2)
Balance at September 30, 2025, net of taxes$(17)$(557)$(574)
Balance at January 1, 2024, net of taxes$(15)$(526)$(541)
Other comprehensive loss, pretax
— (30)(30)
Tax— — — 
Other comprehensive loss, net of taxes
— (30)(30)
Balance at September 30, 2024, net of taxes$(15)$(556)$(571)
Balance at January 1, 2025, net of taxes$(17)$(632)$(649)
Other comprehensive income, pretax
— 75 75 
Tax— — — 
Other comprehensive income, net of taxes
— 75 75 
Balance at September 30, 2025, net of taxes$(17)$(557)$(574)
v3.25.3
Samsung Collaboration
9 Months Ended
Sep. 30, 2025
Revenue from Contract with Customer [Abstract]  
Samsung Collaboration Samsung Collaboration
The Company has an agreement with Samsung Bioepis Co., Ltd. (“Samsung Bioepis”) to develop and commercialize multiple pre-specified biosimilar candidates, which have since launched and are part of the Company's product portfolio. Under the agreement, Samsung Bioepis is responsible for preclinical and clinical development, process development and manufacturing, clinical trials and registration of product candidates, and the Company has an exclusive license for worldwide commercialization with certain geographic exceptions specified on a product-by-product basis. The Company's access rights to each product under the agreement last for 10 years from each product's launch date on a market-by-market basis. Gross profits are shared equally in all markets with the exception of certain markets in Brazil where gross profits are shared 65% to Samsung Bioepis and 35% to the Company. Since the Company is the principal on sales transactions with third parties, the Company recognizes sales, cost of sales and selling, general and administrative expenses on a gross basis. Generally, profit sharing adjustments are recorded either to Cost of sales (after commercialization) or Selling, general and administrative expenses (prior to commercialization).

Samsung Bioepis is eligible for additional payments associated with pre-specified clinical and regulatory milestones. As of September 30, 2025, one potential remaining $25 million milestone remains unpaid.
Summarized information related to this collaboration is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Sales$190 $164 $501 $499 
Cost of sales120 112 312 329 
Selling, general and administrative17 18 55 60 

($ in millions)September 30, 2025December 31, 2024
Receivables from Samsung included in Other current assets
$37 $30 
Payables to Samsung included in Trade accounts payable
165 143 
v3.25.3
Third-Party Arrangements
9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Third-Party Arrangements Third-Party Arrangements
On June 2, 2021, Organon and Merck & Co., Inc. (“Merck”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”). Pursuant to the Separation and Distribution Agreement, Merck agreed to spin off the Organon Products into Organon, a new, publicly-traded company (the “Separation”).

The Separation was completed pursuant to the Separation and Distribution Agreement and other agreements with Merck related to the Separation. As of September 30, 2025, only one jurisdiction remains under an Interim Operating Model Agreement.

Under the manufacturing and supply agreements, the Company manufactures certain products for Merck, or its applicable affiliate, and Merck manufactures certain products for the Company, or its applicable affiliate. For details on the rights and responsibilities of the parties under the agreements, refer to Note 17 “Third-Party Arrangements” to the audited Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The amounts due under such agreements were:
($ in millions)September 30, 2025December 31, 2024
Due from Merck in Accounts receivable
$162 $148 
Due to Merck in Accounts payable
401 362 

Sales and cost of sales resulting from the manufacturing and supply agreements with Merck were:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Sales $18 $25 $55 $82 
Cost of sales 15 24 47 76 
v3.25.3
Contingencies
9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Contingencies Contingencies
Organon 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.

Organon 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. 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.
Given the nature of the litigation discussed in this note and the complexities involved in these matters, Organon is unable to reasonably estimate a possible loss or range of possible loss for such matters until Organon 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.

Organon’s decision to obtain insurance coverage is dependent on market conditions, including cost and availability, existing at the time such decisions are made. Organon 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.

Reference is made below to certain litigation in which Merck, but not Organon, is named as a defendant. Pursuant to the Separation and Distribution Agreement, Organon is required to indemnify Merck for liabilities relating to, arising from, or resulting from such litigation.

Product Liability Litigation

Fosamax

Merck is a defendant in product liability lawsuits in the United States involving Fosamax® (alendronate sodium) (the “Fosamax Litigation”). As of September 30, 2025, the Fosamax Litigation comprises approximately 844 cases in Federal court, approximately 1,532 cases in New Jersey state court, one case in Pennsylvania state court and approximately 209 cases in California 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 transferred to a multidistrict litigation in the U.S. District Court for 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. The Femur Facture MDL court then dismissed with prejudice approximately 650 cases on these same preemption grounds. Following a series of appeals, including a U.S. Supreme Court (“Supreme Court”) decision in 2019, the U.S. Court of Appeals for the Third Circuit (“Third Circuit”) ruled in September 2024 that plaintiffs’ failure-to-warn claims are not preempted by federal law. Consequently, approximately 844 cases are now before the Femur Fracture MDL court for further litigation. On March 10, 2025, Organon filed a writ of certiorari to the Supreme Court seeking review of the Third Circuit decision. On June 16, 2025, the Supreme Court denied the writ.

In New Jersey state court, the cases have been consolidated before a single judge in Middlesex County. On July 28, 2025, the Company signed a Master Settlement Agreement with the New Jersey state and federal plaintiffs’ lawyers who represent eligible clients (“NJ MSA Attorneys”), which provides that in exchange for a settlement amount (which is confidential, but non-material), at least 95% of the NJ MSA Attorneys’ eligible clients will release the Company and Merck of any liability related to their filed claims.

In California state court, the cases have been consolidated before a single judge in Orange County, California. In the only bellwether case tried to date in California, Galper v. Merck, the jury returned a verdict in Merck’s favor.

Nexplanon/Implanon

Merck is a defendant in lawsuits brought by individuals relating to the use of Nexplanon and Implanon™ (etonogestrel implant). There are two filed product liability actions involving Implanon, both of which are pending in the Northern District of Ohio as well as 56 unfiled cases involving Implanon alleging similar injuries, all of which have been tolled under a written tolling agreement. There is one matter involving Nexplanon pending in state court in California. As of September 30, 2025, Merck had 17 cases pending outside the United States, of which seven relate to Implanon and ten relate to Nexplanon.

Securities and Stockholder Derivative Litigation

On May 27, 2025, a stockholder filed a lawsuit against the Company and certain of its officers on behalf of a putative class of stockholders who purchased or otherwise acquired shares between October 31, 2024 and April 30, 2025. A separate stockholder suit was filed on July 8, 2025 on behalf of a putative class of stockholders who purchased shares between November 3, 2022
and April 30, 2025. Plaintiffs in each of these cases allege that defendants made materially false and misleading statements regarding the Company’s capital allocation strategy, including through the use of quarterly dividends, and its debt reduction strategy. On July 22, 2025, pursuant to the Private Securities Litigation Reform Act, five parties filed motions for consolidation of the related actions and to be appointed lead plaintiff, though one party subsequently withdrew its motion. The remaining four parties’ motions are still pending. The same allegations at issue in the securities lawsuits also form the basis for two stockholder derivative lawsuits filed against the Company, certain of its officers and directors. The stockholder derivative suits further allege that the individual defendants breached their fiduciary duties based on the purportedly materially false and misleading statements that were made. On July 7, 2025, the court consolidated each of the stockholder derivative lawsuits. Subsequently, on September 8, 2025, the court entered an order deferring the derivative action until all motions to dismiss filed in the securities lawsuits are fully and finally resolved. Each of the foregoing actions were filed in the U.S. District Court for the District of New Jersey and each seek unspecified monetary damages and other relief.

Governmental Proceedings

From time to time, Organon’s subsidiaries may receive inquiries and may be the subject of preliminary investigation activities from competition and/or other governmental authorities, including 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 Organon, monetary fines and/or remedial undertakings may be required. Subject to certain exceptions specified in the Separation and Distribution Agreement, Organon assumed liability for all pending and threatened legal matters related to products transferred from Merck to Organon in connection with the spinoff, including competition investigations resulting from enforcement activity concerning Merck’s conduct involving Organon’s products. Organon could be obligated to indemnify Merck for fines or penalties, or a portion thereof, resulting from such investigations.

Patent Litigation

From time to time, generic manufacturers of pharmaceutical products file Abbreviated New Drug Applications with the FDA seeking to market generic forms of Organon’s products prior to the expiration of relevant patents owned by Organon. To protect its patent rights, Organon may file patent infringement lawsuits against such generic companies. Similar lawsuits defending Organon’s patent rights may exist in other countries. Organon 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, potential payment of damages and legal fees, and, with respect to products acquired through acquisitions, potentially significant intangible asset impairment charges.

Nexplanon

On February 24, 2025, Organon received a Paragraph IV Certification Letter notifying the Company that Xiromed Pharma Espana, S.L. (“Xiromed”) filed an abbreviated new drug application (“ANDA”) to the FDA seeking approval to market a generic version of Nexplanon in the United States prior to the expiration of U.S. Patent Nos. 8,722,037 (The “’037 patent”) and 9,757,552 (the “’552 patent”), in 2027 and 2030, respectively. On April 2, 2025, the Company sued Xiromed in the U.S. District Court for the District of New Jersey asserting that the filing of the ANDA infringed the ‘037 patent and ‘552 patent and triggering a stay of regulatory approval of Xiromed’s ANDA for up to 30 months.

Other Matters

In addition to the matters described above, there are various other pending legal proceedings involving Organon, principally product liability and intellectual property lawsuits. While it is not feasible to predict the outcome of such proceedings, in the opinion of Organon as of September 30, 2025, 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 Organon’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 Organon; the development of Organon’s legal defense strategy and structure in light of the scope of its litigation; the number of cases being brought against Organon; and 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 legal defense reserve as of September 30, 2025 and December 31, 2024 was $9 million and $7 million, respectively, and represented Organon’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 Organon. Organon 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.
v3.25.3
Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events Subsequent to September 30, 2025, the Company entered into a definitive agreement to divest the Jada System to Laborie Medical Technologies Corporation for an upfront payment of up to $465 million, comprised of $440 million, subject to certain closing adjustments, plus potential earnout payments of up to $25 million based on the achievement of certain 2026 net sales targets. The transaction is expected to close in early 2026, subject to regulatory approvals and other customary closing conditions.
v3.25.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.3
Basis of Presentation (Policies)
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Accounting
The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for complete consolidated financial statements are not included herein. The results of operations for 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. All intercompany transactions and accounts within Organon have been eliminated. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Organon’s Annual Report on Form 10-K for the year ended December 31, 2024.
Use of Estimates
Use of Estimates

The presentation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP require management to make estimates and assumptions that affect the amounts reported, as further described in the Annual Report on Form 10-K for the year ended December 31, 2024. Accordingly, actual results could differ materially from management’s estimates and assumptions.
Segments
Segments

Following a change in executive leadership, the Company reassessed its segment reporting structure and, during the second quarter of 2025, determined that it operates as one operating segment comprised of two reporting units: U.S. and International. Organon is engaged in developing and delivering innovative health solutions through its portfolio of prescription therapies and medical devices within women's health and general medicines. The Company’s chief operating decision‑maker (the “CODM”) is the Chief Executive Officer. The CODM assesses performance and decides how to allocate resources for our one operating segment based on consolidated net income that is reported on the consolidated statements of income. The Company has also evaluated the significant segment expenses incurred by our single segment and regularly provided to the CODM. The significant segment expenses provided to the CODM are consistent with those reported on the Condensed Consolidated Statements of Income and include cost of sales, selling, general and administrative, research and development, interest expense and income taxes. The CODM uses these metrics to make key operating decisions such as: approving a new product launch strategy, making significant capital expenditures, approving the design of key commercialization strategies, decisions about key personnel, and approving annual operating and capital budgets. Our CODM considers budget-to-actual variances and year over year performance when making decisions supporting capital resource allocation. The Company manages assets on a consolidated basis as reported on the consolidated balance sheets.
Goodwill
Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is evaluated for impairment as of October 1 each year, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that fair value is less than carrying value. If the Company concludes it is more likely than not that fair value is less than carrying value, a quantitative fair value test is performed. If carrying value is greater than fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).

The Company’s quantitative goodwill impairment analysis relies on projected cash flows and market assumptions. A significant decline in forecasted performance, whether due to external economic factors or internal operational challenges, could result in the fair value of either the U.S. or International reporting unit falling below its carrying amount. In such cases, the Company would be required to recognize a non-cash impairment charge, which could materially impact our financial condition and results of operations. Additionally, the Company may be required to record impairment charges on goodwill related to a reporting unit if adverse macroeconomic or geopolitical developments materially affect our business outlook. These developments may include, but are not limited to, the implementation of tariffs, changes in trade policies, inflationary pressures, supply chain disruptions, or regulatory changes that reduce forecasts or increase operating costs.
Recently Issued Accounting Standards Not Yet Adopted
Recently Issued Accounting Standards Not Yet Adopted

In October 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. Among other things, the ASU adds the scope exception from derivative accounting for contracts that are not exchange-traded and having features based on operations or activities specific to one of the parties involved, reducing complexity and diversity in practice. The amendments in this ASU are effective for annual periods beginning on January 1, 2027, and should be applied on a prospective basis, with the option to apply the amendments on a modified retrospective basis; early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments modernize the accounting for internal-use software to better reflect contemporary development practices, such as agile and iterative methodologies. Key changes include revised cost capitalization thresholds, enhanced guidance for assessing development uncertainty, and new disclosure requirements intended to improve transparency and consistency across entities. The amendments in this ASU are effective for annual periods beginning on January 1, 2028 and interim reporting periods within those periods, and may be applied either prospectively, retrospectively or on a modified retrospective basis; early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires entities to disaggregate operating expenses into specific categories to provide enhanced transparency into the nature and function of expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This
guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the effects of this guidance on its related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The amendments in this ASU are effective for annual periods beginning on January 1, 2025, and should be applied on a prospective basis with the option to apply the standard retrospectively. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the impact to its income tax disclosures.
v3.25.3
Acquisitions and Licensing Arrangements (Tables)
9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination The aggregate consideration is calculated as follows:
(in millions)
Cash consideration paid to Dermavant at closing$198 
Fair value of contingent consideration, as of acquisition date383
Aggregate purchase price consideration$581 
v3.25.3
Earnings per Share (“EPS”) (Tables)
9 Months Ended
Sep. 30, 2025
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Common Share
The calculations of basic and diluted EPS are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions and shares in thousands, except per share amounts)2025202420252024
Net income$160 $359 $392 $755 
Basic weighted average number of shares outstanding259,975257,498259,266256,830
Stock awards and equity units (share equivalent)678 2,259 1,3452,078
Diluted weighted average common shares outstanding260,653259,757260,611258,908
EPS:
Basic$0.61 $1.39 $1.51 $2.94 
Diluted$0.61 $1.38 $1.50 $2.92 
Anti-dilutive shares excluded from the calculation of EPS16,238 8,599 15,871 8,587 
v3.25.3
Product and Geographic Information (Tables)
9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
Schedule of Sales of Company's Products
Revenues of the Company’s products were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
($ in millions)U.S.Int’lTotalU.S.Int’lTotalU.S.Int’lTotalU.S.Int’lTotal
Women’s Health
Nexplanon/Implanon NXT$146 $77 $223 $172 $70 $243 $486 $225 $711 $497 $207 $704 
Follistim AQ24 40 64 26 37 63 89 117 206 59 113 171 
NuvaRing
17 26 17 23 21 54 75 33 57 90 
Ganirelix Acetate Injection
19 22 20 26 10 67 77 16 65 82 
Marvelon/Mercilon
— 31 31 — 29 29 — 103 103 — 103 103 
Jada20 — 20 15 — 16 53 54 42 43 
Other Women’s Health (1)
17 26 43 14 28 40 47 80 128 41 78 119 
General Medicines
Biosimilars
Renflexis51 19 70 56 16 72 141 49 190 167 43 210 
Hadlima47 16 63 29 11 40 116 44 159 71 27 98 
Ontruzant28 31 15 20 12 68 80 23 84 107 
Brenzys— 23 23 — 27 27 — 59 59 — 63 63 
Other Biosimilars (1)
— 13 22 — 22 22 
Cardiovascular
Atozet— 95 95 — 125 125 — 257 257 — 396 396 
Zetia91 93 80 81 248 252 235 240 
Cozaar/Hyzaar53 55 57 59 160 166 179 186 
Vytorin25 25 25 26 72 75 78 82 
Rosuzet— — 11 11 — 16 16 — 36 36 
Other Cardiovascular (1)
33 33 — 27 29 97 98 97 99 
Respiratory
Singulair51 53 83 85 187 193 268 275 
Nasonex— 60 60 — 63 63 — 197 197 — 200 200 
Dulera24 10 34 38 10 48 89 28 118 120 31 151 
Clarinex25 25 26 27 92 93 97 100 
Other Respiratory (1)
12 11 14 32 40 26 10 35 
Non-Opioid Pain, Bone and Dermatology
Arcoxia— 71 71 — 69 69 — 195 195 — 211 211 
Fosamax— 40 40 37 38 106 107 109 112 
Diprospan— 41 41 — 37 37 — 112 112 — 102 102 
Vtama
31 34 — — — 80 89 — — — 
Other Non-Opioid Pain, Bone and Dermatology (1)
75 80 69 74 11 217 229 15 212 227 
Other
Propecia31 33 27 28 86 90 74 79 
Emgality/Rayvow
— 51 51 — 29 29 — 125 125 — 69 69 
Proscar— 27 27 — 23 23 73 73 72 73 
Other (1)
— 86 88 80 84 245 253 12 229 241 
Other (2)
21 21 26 26 66 67 (2)87 85 
Revenues$406 $1,196 $1,602 $398 $1,184 $1,582 $1,232 $3,477 $4,709 $1,156 $3,655 $4,811 
Totals may not foot due to rounding. Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.

(1) Includes sales of products not listed separately.
(2) Includes manufacturing sales to third parties.
Schedule of Consolidated Revenues by Geographic Area
Revenues by geographic area where derived are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Europe and Canada$417 $436 $1,212 $1,343 
United States406 398 1,232 1,156 
Asia Pacific and Japan251 260 752 806 
China219 212 627 634 
Latin America, Middle East, Russia, and Africa
286 243 810 768 
Other (1)
23 33 76 104 
Revenues$1,602 $1,582 $4,709 $4,811 
(1) Includes manufacturing sales to third parties.
v3.25.3
Stock-Based Compensation Plans (Tables)
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation Expenses
Stock-based compensation expenses incurred by the Company were as follows:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Stock-based compensation expense recognized in:
Cost of sales$$$12 $13 
Selling, general and administrative 16 17 46 53 
Research and development12 13 
Total$24 $25 $70 $79 
Income tax benefits$$$15 $17 
Schedule of Stock Option Valuation Assumptions
The fair value of options granted was determined using the following assumptions:

Nine Months Ended September 30,
20252024
Expected dividend yield7.41 %6.00 %
Risk-free interest rate4.08 4.12 
Expected volatility40.25 41.02 
Expected life (years)5.895.89
Schedule of Equity Award Transactions
A summary of the equity award transactions for the nine months ended September 30, 2025 is as follows:
Stock Options
RSUs
PSUs
(shares in thousands)SharesWeighted average
exercise price
Weighted average
grant date
fair value
SharesWeighted average
grant date
fair value
SharesWeighted average
grant date
fair value
Outstanding as of January 1, 20256,948 $29.44 $7.70 8,590 $20.28 1,121 $28.44 
Granted/Issued
2,587 14.89 3.03 5,896 14.70 263 19.49 
Vested/Exercised— — — (3,234)23.31 (209)35.54 
Forfeited/Cancelled(389)27.05 6.63 (1,592)17.04 (167)34.51 
Outstanding as of September 30, 2025
9,146 $25.43 $6.42 9,660 $16.43 1,008 $23.62 
Schedule of Equity Awards Outstanding
The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable as of September 30, 2025:

Equity Awards Vested and Expected to VestEquity Awards That are Exercisable
(awards in thousands; aggregate intrinsic value in millions)
AwardsWeighted Average
Exercise Price
Aggregate
Intrinsic Value
Remaining
Term
(in years)
AwardsWeighted Average
Exercise Price
Aggregate
Intrinsic Value
Remaining
Term
(in years)
Stock Options8,833 $25.43 $— 6.945,336 $31.79 $— 5.41
RSUs
8,984 103 1.97
PSUs
313 1.63
v3.25.3
Restructuring (Tables)
9 Months Ended
Sep. 30, 2025
Restructuring and Related Activities [Abstract]  
Schedule of Accrued and Other Current Liabilities
The following is a summary of changes in severance liabilities related to the restructuring activities included within Accrued and other current liabilities:
September 30, 2025December 31, 2024
Beginning balance $14 $61 
Severance & severance related costs 88 31 
Cash payments and other(88)(78)
Ending Balance $14 $14 
v3.25.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2025
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventories consisted of:
($ in millions)September 30, 2025December 31, 2024
Finished goods$798 $764 
Raw materials
14 25 
Work in process835 675 
Supplies84 79 
Total (approximates current cost)$1,731 $1,543 
Increase (Decrease) to last in, first out (“LIFO”) costs
(7)
 $1,735 $1,536 
Recognized as:
Inventories$1,488 $1,321 
Other assets247 215 
Inventories valued under the LIFO method
127 133 
Schedule of Inventory, Noncurrent
Inventories consisted of:
($ in millions)September 30, 2025December 31, 2024
Finished goods$798 $764 
Raw materials
14 25 
Work in process835 675 
Supplies84 79 
Total (approximates current cost)$1,731 $1,543 
Increase (Decrease) to last in, first out (“LIFO”) costs
(7)
 $1,735 $1,536 
Recognized as:
Inventories$1,488 $1,321 
Other assets247 215 
Inventories valued under the LIFO method
127 133 
v3.25.3
Long-Term Debt and Short-Term Borrowings (Tables)
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt and short-term borrowings consist of the following:

($ in millions)September 30, 2025December 31, 2024
Senior Credit Agreement
Term Loan B Facility:
SOFR plus 225 bps term loan due 2031
$1,543 $1,543 
EURIBOR plus 275 bps euro-denominated term loan due 2031 (€718 million in 2025 and €724 million in 2024)
838 755 
Revolving credit facility30 — 
4.125% secured notes due 2028
2,100 2,100 
2.875% euro-denominated secured notes due 2028 (€1.25 billion)
1,459 1,304 
5.125% notes due 2031
1,758 2,000 
6.750% secured notes due 2034
500 500 
7.875% notes due 2034
500 500 
Revenue Interest Purchase and Sale Agreement (1)
178 165 
NovaQuest Funding Agreement— 103 
Other borrowings
Other (discounts and debt issuance costs)(86)(97)
Total principal long-term debt and short-term borrowings$8,828 $8,880 
Less: Current portion of long-term debt and short-term borrowings45 20 
Total Long-term debt, net of current portion$8,783 $8,860 
(1) Recognized at the amortized cost basis. The remaining principal is determined as the initial fair value less principal payments. As of September 30, 2025, the remaining principal of the revenue interest purchase and sale agreement (the “RIPSA”) that the Company assumed in connection with its acquisition of Dermavant is $156 million.
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments
Long-term debt was recorded at the carrying amount. The estimated fair value of long-term debt (including current portion) is as follows:
($ in millions)Fair Value Measurement LevelSeptember 30, 2025December 31, 2024
Long-term debt
2$8,250 $8,354 
Long-term debt (RIPSA & NovaQuest)3178 268 
Schedule of Maturities on Long-term Debt
The schedule of principal payments required on long-term debt and short-term borrowings for the next five years, exclusive of $22 million of accrued interest related to the RIPSA, and thereafter are as follows:
($ in millions)
2025$32 
202610 
202710 
20283,568 
202910 
Thereafter5,262 
v3.25.3
Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Financial Instruments Recorded at Estimated Fair Value
The following financial instruments were recorded at their estimated fair value. The recurring fair value measurement of the assets and liabilities was as follows:

($ in millions)Fair Value Measurement Level September 30, 2025December 31, 2024
Other current assets:
Forward contracts2$11 $29 
Other assets:
Cross-currency swap2— 27 
Accrued and other current liabilities:
Contingent consideration3— 75 
Forward contracts218 13 
Other noncurrent liabilities:
Contingent consideration3310 319 
Cross-currency swap287 — 
Schedule of Long-term Debt Instruments
Foreign currency gain (loss) due to spot rate fluctuations on the euro-denominated debt instruments and the change in fair value of the cross-currency swaps resulting from hedge designation were included within Cumulative translation adjustment in Other comprehensive income (loss), net of taxes:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Euro-denominated debt instruments gain (loss)
$$(92)$(244)$(17)
Cross-currency swaps gain (loss)
14 (29)(115)(25)
Schedule of (Gain) Loss on Derivative Instruments
The Condensed Consolidated Statements of Income include the impact of net (gains) losses of Organon’s derivative financial instruments:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Derivative loss (gain) in Exchange losses
$$14 $(12)$
Derivative gain in Interest expense
(3)(3)(8)(5)
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
The following table presents a reconciliation of contingent consideration measured on a recurring basis using significant unobservable inputs (Level 3):

($ in millions)September 30, 2025
Beginning balance $394 
Accretion and changes in fair value in Other (income) expense, net
(9)
Payment (75)
Ending balance $310 
v3.25.3
Accumulated Other Comprehensive Income (Loss) (Tables)
9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component
Changes in Accumulated other comprehensive income (loss) by component are as follows:
($ in millions)Employee
Benefit
Plans
Cumulative
Translation
Adjustment
Accumulated Other
Comprehensive
Income (Loss)
Balance at July 1, 2024, net of taxes$(14)$(598)$(612)
Other comprehensive (loss) income, pretax
(1)42 41 
Tax— — — 
Other comprehensive (loss) income, net of taxes
(1)42 41 
Balance at September 30, 2024, net of taxes$(15)$(556)$(571)
Balance at July 1, 2025, net of taxes$(17)$(555)$(572)
Other comprehensive loss, pretax
— (2)(2)
Tax— — — 
Other comprehensive loss, net of taxes
— (2)(2)
Balance at September 30, 2025, net of taxes$(17)$(557)$(574)
Balance at January 1, 2024, net of taxes$(15)$(526)$(541)
Other comprehensive loss, pretax
— (30)(30)
Tax— — — 
Other comprehensive loss, net of taxes
— (30)(30)
Balance at September 30, 2024, net of taxes$(15)$(556)$(571)
Balance at January 1, 2025, net of taxes$(17)$(632)$(649)
Other comprehensive income, pretax
— 75 75 
Tax— — — 
Other comprehensive income, net of taxes
— 75 75 
Balance at September 30, 2025, net of taxes$(17)$(557)$(574)
v3.25.3
Samsung Collaboration (Tables)
9 Months Ended
Sep. 30, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Information Related to Collaboration
Summarized information related to this collaboration is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Sales$190 $164 $501 $499 
Cost of sales120 112 312 329 
Selling, general and administrative17 18 55 60 

($ in millions)September 30, 2025December 31, 2024
Receivables from Samsung included in Other current assets
$37 $30 
Payables to Samsung included in Trade accounts payable
165 143 
v3.25.3
Third-Party Arrangements (Tables)
9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
The amounts due under such agreements were:
($ in millions)September 30, 2025December 31, 2024
Due from Merck in Accounts receivable
$162 $148 
Due to Merck in Accounts payable
401 362 

Sales and cost of sales resulting from the manufacturing and supply agreements with Merck were:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in millions)2025202420252024
Sales $18 $25 $55 $82 
Cost of sales 15 24 47 76 
v3.25.3
Background and Nature of Operations (Details)
Sep. 30, 2025
manufacturingFacility
medicineAndProduct
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of medicines and products | medicineAndProduct 70
Number of manufacturing facilities | manufacturingFacility 6
v3.25.3
Basis of Presentation (Details)
3 Months Ended 9 Months Ended
Jun. 30, 2025
segment
reportingUnit
Sep. 30, 2025
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Number of reporting units | reportingUnit 2  
Number of operating segments | segment 1 1
v3.25.3
Acquisitions and Licensing Arrangements - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended
Oct. 28, 2024
Sep. 30, 2025
Jul. 31, 2025
Mar. 31, 2025
Feb. 28, 2025
Jan. 31, 2025
Mar. 31, 2025
Dec. 31, 2024
Jun. 30, 2026
Sep. 30, 2025
Sep. 30, 2024
Asset Acquisition [Line Items]                      
Acquired in-process research and development and milestones                   $ 10 $ 26
Remaining Inventory                      
Asset Acquisition [Line Items]                      
Payments to acquire productive assets     $ 71                
Suzhou Centergene Pharmaceuticals | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement                      
Asset Acquisition [Line Items]                      
Acquired in-process research and development and milestones             $ 6        
Shanghai Henlius Biotech, Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement                      
Asset Acquisition [Line Items]                      
Currently marketed products - products and product right   $ 30                  
Amortize the asset useful life (in years)   9 years               9 years  
Acquired in-process research and development and milestones         $ 10            
Products and product rights | Nduvra                      
Asset Acquisition [Line Items]                      
Amortize the asset useful life (in years)   9 years               9 years  
Product Rights | Lilly                      
Asset Acquisition [Line Items]                      
Payment for regulatory milestones           $ 20          
Noncurrent liability   $ 240               $ 240  
Biogen Inc.                      
Asset Acquisition [Line Items]                      
Upfront payments       $ 51              
Currently marketed products - products and product right       $ 51              
Amortize the asset useful life (in years)   10 years               10 years  
Biogen Inc. | Achievement Of Commercial Milestones, Tiered Royalties On Net Sales, And Assumption Of Liabilities                      
Asset Acquisition [Line Items]                      
Milestone payment   $ 45               $ 45  
Dermavant Sciences Ltd                      
Asset Acquisition [Line Items]                      
Upfront payments $ 175                    
Milestone obligations 1,025                    
Aggregate purchase price consideration 581                    
Dermavant Sciences Ltd | Licensing Agreements                      
Asset Acquisition [Line Items]                      
Payment for regulatory milestones               $ 35      
Dermavant Sciences Ltd | Achievement Of Commercial Milestones, Tiered Royalties On Net Sales, And Assumption Of Liabilities                      
Asset Acquisition [Line Items]                      
Milestone payment 950                    
Dermavant Sciences Ltd | Milestone Payment Upon Regulatory Approval                      
Asset Acquisition [Line Items]                      
Milestone payment 75                    
Payment for regulatory milestones             $ 75        
Dermavant Sciences Ltd | Cash Payable Upon Regulatory Approval                      
Asset Acquisition [Line Items]                      
Milestone obligations 75                    
Dermavant Sciences Ltd | Cash Payable Achievements Of Certain Commercial Milestones                      
Asset Acquisition [Line Items]                      
Milestone obligations $ 950                    
Oss Biotech Site                      
Asset Acquisition [Line Items]                      
Expected price of acquisition     25                
Aggregate purchase price consideration     $ 15                
Oss Biotech Site | Forecast                      
Asset Acquisition [Line Items]                      
Aggregate purchase price consideration                 $ 10    
v3.25.3
Acquisitions and Licensing Arrangements - Schedule of Business Acquisitions, by Acquisition (Details) - Dermavant Sciences Ltd
$ in Millions
Oct. 28, 2024
USD ($)
Asset Acquisition [Line Items]  
Cash consideration paid to Dermavant at closing $ 198
Fair value of contingent consideration, as of acquisition date 383
Aggregate purchase price consideration $ 581
v3.25.3
Earnings per Share (“EPS”) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Net income $ 160 $ 359 $ 392 $ 755
Basic weighted average number of shares outstanding (in shares) 259,975 257,498 259,266 256,830
Stock awards and equity units (share equivalent) (in shares) 678 2,259 1,345 2,078
Diluted weighted average common shares outstanding (in shares) 260,653 259,757 260,611 258,908
EPS:        
Basic (in dollars per share) $ 0.61 $ 1.39 $ 1.51 $ 2.94
Diluted (in dollars per share) $ 0.61 $ 1.38 $ 1.50 $ 2.92
Share-based Compensation Plans        
EPS:        
Anti-dilutive shares excluded from the calculation of EPS (in shares) 16,238 8,599 15,871 8,587
v3.25.3
Product and Geographic Information - Schedule of Sales of Company's Products (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenue from External Customer [Line Items]        
Revenues $ 1,602 $ 1,582 $ 4,709 $ 4,811
Nexplanon/Implanon NXT        
Revenue from External Customer [Line Items]        
Revenues 223 243 711 704
Follistim AQ        
Revenue from External Customer [Line Items]        
Revenues 64 63 206 171
NuvaRing        
Revenue from External Customer [Line Items]        
Revenues 26 23 75 90
Ganirelix Acetate Injection        
Revenue from External Customer [Line Items]        
Revenues 22 26 77 82
Marvelon/Mercilon        
Revenue from External Customer [Line Items]        
Revenues 31 29 103 103
Jada        
Revenue from External Customer [Line Items]        
Revenues 20 16 54 43
Other Women's Health        
Revenue from External Customer [Line Items]        
Revenues 43 40 128 119
Renflexis        
Revenue from External Customer [Line Items]        
Revenues 70 72 190 210
Hadlima        
Revenue from External Customer [Line Items]        
Revenues 63 40 159 98
Ontruzant        
Revenue from External Customer [Line Items]        
Revenues 31 20 80 107
Brenzys        
Revenue from External Customer [Line Items]        
Revenues 23 27 59 63
Other Biosimilars        
Revenue from External Customer [Line Items]        
Revenues 9 7 22 22
Atozet        
Revenue from External Customer [Line Items]        
Revenues 95 125 257 396
Zetia        
Revenue from External Customer [Line Items]        
Revenues 93 81 252 240
Cozaar/Hyzaar        
Revenue from External Customer [Line Items]        
Revenues 55 59 166 186
Vytorin        
Revenue from External Customer [Line Items]        
Revenues 25 26 75 82
Rosuzet        
Revenue from External Customer [Line Items]        
Revenues 6 11 16 36
Other Cardiovascular        
Revenue from External Customer [Line Items]        
Revenues 33 29 98 99
Singulair        
Revenue from External Customer [Line Items]        
Revenues 53 85 193 275
Nasonex        
Revenue from External Customer [Line Items]        
Revenues 60 63 197 200
Dulera        
Revenue from External Customer [Line Items]        
Revenues 34 48 118 151
Clarinex        
Revenue from External Customer [Line Items]        
Revenues 25 27 93 100
Other Respiratory        
Revenue from External Customer [Line Items]        
Revenues 12 14 40 35
Arcoxia        
Revenue from External Customer [Line Items]        
Revenues 71 69 195 211
Fosamax        
Revenue from External Customer [Line Items]        
Revenues 40 38 107 112
Diprospan        
Revenue from External Customer [Line Items]        
Revenues 41 37 112 102
Vtama        
Revenue from External Customer [Line Items]        
Revenues 34 0 89 0
Other Non-Opiod Pain, Bone and Dermatology        
Revenue from External Customer [Line Items]        
Revenues 80 74 229 227
Propecia        
Revenue from External Customer [Line Items]        
Revenues 33 28 90 79
Emgality/Rayvow        
Revenue from External Customer [Line Items]        
Revenues 51 29 125 69
Proscar        
Revenue from External Customer [Line Items]        
Revenues 27 23 73 73
Other        
Revenue from External Customer [Line Items]        
Revenues 88 84 253 241
Other        
Revenue from External Customer [Line Items]        
Revenues 21 26 67 85
U.S.        
Revenue from External Customer [Line Items]        
Revenues 406 398 1,232 1,156
U.S. | Nexplanon/Implanon NXT        
Revenue from External Customer [Line Items]        
Revenues 146 172 486 497
U.S. | Follistim AQ        
Revenue from External Customer [Line Items]        
Revenues 24 26 89 59
U.S. | NuvaRing        
Revenue from External Customer [Line Items]        
Revenues 9 7 21 33
U.S. | Ganirelix Acetate Injection        
Revenue from External Customer [Line Items]        
Revenues 3 5 10 16
U.S. | Marvelon/Mercilon        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Jada        
Revenue from External Customer [Line Items]        
Revenues 20 15 53 42
U.S. | Other Women's Health        
Revenue from External Customer [Line Items]        
Revenues 17 14 47 41
U.S. | Renflexis        
Revenue from External Customer [Line Items]        
Revenues 51 56 141 167
U.S. | Hadlima        
Revenue from External Customer [Line Items]        
Revenues 47 29 116 71
U.S. | Ontruzant        
Revenue from External Customer [Line Items]        
Revenues 4 5 12 23
U.S. | Brenzys        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Other Biosimilars        
Revenue from External Customer [Line Items]        
Revenues 6 0 9 0
U.S. | Atozet        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Zetia        
Revenue from External Customer [Line Items]        
Revenues 1 2 4 5
U.S. | Cozaar/Hyzaar        
Revenue from External Customer [Line Items]        
Revenues 2 2 6 7
U.S. | Vytorin        
Revenue from External Customer [Line Items]        
Revenues 1 1 3 4
U.S. | Rosuzet        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Other Cardiovascular        
Revenue from External Customer [Line Items]        
Revenues 1 0 1 2
U.S. | Singulair        
Revenue from External Customer [Line Items]        
Revenues 2 2 6 7
U.S. | Nasonex        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Dulera        
Revenue from External Customer [Line Items]        
Revenues 24 38 89 120
U.S. | Clarinex        
Revenue from External Customer [Line Items]        
Revenues 1 1 1 2
U.S. | Other Respiratory        
Revenue from External Customer [Line Items]        
Revenues 9 11 32 26
U.S. | Arcoxia        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Fosamax        
Revenue from External Customer [Line Items]        
Revenues 0 1 2 3
U.S. | Diprospan        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Vtama        
Revenue from External Customer [Line Items]        
Revenues 31 0 80 0
U.S. | Other Non-Opiod Pain, Bone and Dermatology        
Revenue from External Customer [Line Items]        
Revenues 4 5 11 15
U.S. | Propecia        
Revenue from External Customer [Line Items]        
Revenues 2 2 4 5
U.S. | Emgality/Rayvow        
Revenue from External Customer [Line Items]        
Revenues 0 0 0 0
U.S. | Proscar        
Revenue from External Customer [Line Items]        
Revenues 0 0 1 1
U.S. | Other        
Revenue from External Customer [Line Items]        
Revenues 0 3 6 12
U.S. | Other        
Revenue from External Customer [Line Items]        
Revenues 1 1 2 (2)
Int’l        
Revenue from External Customer [Line Items]        
Revenues 1,196 1,184 3,477 3,655
Int’l | Nexplanon/Implanon NXT        
Revenue from External Customer [Line Items]        
Revenues 77 70 225 207
Int’l | Follistim AQ        
Revenue from External Customer [Line Items]        
Revenues 40 37 117 113
Int’l | NuvaRing        
Revenue from External Customer [Line Items]        
Revenues 17 17 54 57
Int’l | Ganirelix Acetate Injection        
Revenue from External Customer [Line Items]        
Revenues 19 20 67 65
Int’l | Marvelon/Mercilon        
Revenue from External Customer [Line Items]        
Revenues 31 29 103 103
Int’l | Jada        
Revenue from External Customer [Line Items]        
Revenues 0 0 1 1
Int’l | Other Women's Health        
Revenue from External Customer [Line Items]        
Revenues 26 28 80 78
Int’l | Renflexis        
Revenue from External Customer [Line Items]        
Revenues 19 16 49 43
Int’l | Hadlima        
Revenue from External Customer [Line Items]        
Revenues 16 11 44 27
Int’l | Ontruzant        
Revenue from External Customer [Line Items]        
Revenues 28 15 68 84
Int’l | Brenzys        
Revenue from External Customer [Line Items]        
Revenues 23 27 59 63
Int’l | Other Biosimilars        
Revenue from External Customer [Line Items]        
Revenues 3 7 13 22
Int’l | Atozet        
Revenue from External Customer [Line Items]        
Revenues 95 125 257 396
Int’l | Zetia        
Revenue from External Customer [Line Items]        
Revenues 91 80 248 235
Int’l | Cozaar/Hyzaar        
Revenue from External Customer [Line Items]        
Revenues 53 57 160 179
Int’l | Vytorin        
Revenue from External Customer [Line Items]        
Revenues 25 25 72 78
Int’l | Rosuzet        
Revenue from External Customer [Line Items]        
Revenues 6 11 16 36
Int’l | Other Cardiovascular        
Revenue from External Customer [Line Items]        
Revenues 33 27 97 97
Int’l | Singulair        
Revenue from External Customer [Line Items]        
Revenues 51 83 187 268
Int’l | Nasonex        
Revenue from External Customer [Line Items]        
Revenues 60 63 197 200
Int’l | Dulera        
Revenue from External Customer [Line Items]        
Revenues 10 10 28 31
Int’l | Clarinex        
Revenue from External Customer [Line Items]        
Revenues 25 26 92 97
Int’l | Other Respiratory        
Revenue from External Customer [Line Items]        
Revenues 2 3 9 10
Int’l | Arcoxia        
Revenue from External Customer [Line Items]        
Revenues 71 69 195 211
Int’l | Fosamax        
Revenue from External Customer [Line Items]        
Revenues 40 37 106 109
Int’l | Diprospan        
Revenue from External Customer [Line Items]        
Revenues 41 37 112 102
Int’l | Vtama        
Revenue from External Customer [Line Items]        
Revenues 3 0 9 0
Int’l | Other Non-Opiod Pain, Bone and Dermatology        
Revenue from External Customer [Line Items]        
Revenues 75 69 217 212
Int’l | Propecia        
Revenue from External Customer [Line Items]        
Revenues 31 27 86 74
Int’l | Emgality/Rayvow        
Revenue from External Customer [Line Items]        
Revenues 51 29 125 69
Int’l | Proscar        
Revenue from External Customer [Line Items]        
Revenues 27 23 73 72
Int’l | Other        
Revenue from External Customer [Line Items]        
Revenues 86 80 245 229
Int’l | Other        
Revenue from External Customer [Line Items]        
Revenues $ 21 $ 26 $ 66 $ 87
v3.25.3
Product and Geographic Information - Schedule of Revenues by Geographic Area (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenue from External Customer [Line Items]        
Revenues $ 1,602 $ 1,582 $ 4,709 $ 4,811
Europe and Canada        
Revenue from External Customer [Line Items]        
Revenues 417 436 1,212 1,343
United States        
Revenue from External Customer [Line Items]        
Revenues 406 398 1,232 1,156
Asia Pacific and Japan        
Revenue from External Customer [Line Items]        
Revenues 251 260 752 806
China        
Revenue from External Customer [Line Items]        
Revenues 219 212 627 634
Latin America, Middle East, Russia, and Africa        
Revenue from External Customer [Line Items]        
Revenues 286 243 810 768
Other        
Revenue from External Customer [Line Items]        
Revenues $ 23 $ 33 $ 76 $ 104
v3.25.3
Stock-Based Compensation Plans - Schedule of Stock-based Compensation Expenses (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 24 $ 25 $ 70 $ 79
Income tax benefits 5 6 15 17
Cost of sales        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 4 4 12 13
Selling, general and administrative        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 16 17 46 53
Research and development        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 4 $ 4 $ 12 $ 13
v3.25.3
Stock-Based Compensation Plans - Schedule of Stock Option Valuation Assumptions (Details)
9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]    
Expected dividend yield 7.41% 6.00%
Risk-free interest rate 4.08% 4.12%
Expected volatility 40.25% 41.02%
Expected life (years) 5 years 10 months 20 days 5 years 10 months 20 days
v3.25.3
Stock-Based Compensation Plans - Schedule of Equity Award Transactions (Details)
shares in Thousands
9 Months Ended
Sep. 30, 2025
$ / shares
shares
Stock Options  
Outstanding, beginning balance (in shares) | shares 6,948
Granted/Issued (in shares) | shares 2,587
Vested/Exercised (in shares) | shares 0
Forfeited/Cancelled (in shares) | shares (389)
Outstanding, ending balance (in shares) | shares 9,146
Weighted average exercise price  
Outstanding, beginning balance (in dollars per share) $ 29.44
Granted (in dollars per share) 14.89
Vested/Exercised (in dollars per share) 0
Forfeited/Cancelled (in dollars per share) 27.05
Outstanding, ending balance (in dollars per share) 25.43
Weighted average grant date fair value  
Outstanding, beginning balance (in dollars per share) 7.70
Granted/Issued (in dollars per share) 3.03
Vested/Exercised (in dollars per share) 0
Forfeited/Cancelled (in dollars per share) 6.63
Outstanding, ending balance (in dollars per share) $ 6.42
RSUs  
Shares  
Outstanding, beginning balance (in shares) | shares 8,590
Granted (in shares) | shares 5,896
Vested/Exercised (in shares) | shares (3,234)
Forfeited/Cancelled (in shares) | shares (1,592)
Outstanding, ending balance (in shares) | shares 9,660
Weighted average grant date fair value  
Outstanding, beginning balance (in dollars per share) $ 20.28
Granted (in dollars per share) 14.70
Vested/Exercised (in dollars per share) 23.31
Forfeited/Cancelled (in dollars per share) 17.04
Outstanding, ending balance (in dollars per share) $ 16.43
PSUs  
Shares  
Outstanding, beginning balance (in shares) | shares 1,121
Granted (in shares) | shares 263
Vested/Exercised (in shares) | shares (209)
Forfeited/Cancelled (in shares) | shares (167)
Outstanding, ending balance (in shares) | shares 1,008
Weighted average grant date fair value  
Outstanding, beginning balance (in dollars per share) $ 28.44
Granted (in dollars per share) 19.49
Vested/Exercised (in dollars per share) 35.54
Forfeited/Cancelled (in dollars per share) 34.51
Outstanding, ending balance (in dollars per share) $ 23.62
v3.25.3
Stock-Based Compensation Plans - Schedule of Equity Awards Outstanding (Details)
$ / shares in Units, shares in Thousands, $ in Millions
9 Months Ended
Sep. 30, 2025
USD ($)
$ / shares
shares
Equity Awards Vested and Expected to Vest  
Stock Options, Awards (in shares) | shares 8,833
Stock Options, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 25.43
Stock Options, Aggregate Intrinsic Value | $ $ 0
Stock Options, Remaining Term (in years) 6 years 11 months 8 days
Equity Awards That are Exercisable  
Stock Options, Awards (in shares) | shares 5,336
Stock Options, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 31.79
Stock Options, Aggregate Intrinsic Value | $ $ 0
Stock Options, Remaining Term 5 years 4 months 28 days
RSUs  
Equity Awards Vested and Expected to Vest  
Restricted stock, Awards (in shares) | shares 8,984
Restricted Stock, Aggregate Intrinsic Value | $ $ 103
Restricted Stock, Remaining Term 1 year 11 months 19 days
PSUs  
Equity Awards Vested and Expected to Vest  
Restricted stock, Awards (in shares) | shares 313
Restricted Stock, Aggregate Intrinsic Value | $ $ 3
Restricted Stock, Remaining Term 1 year 7 months 17 days
v3.25.3
Stock-Based Compensation Plans - Narrative (Details)
$ in Millions
9 Months Ended
Sep. 30, 2025
USD ($)
Share-Based Payment Arrangement [Abstract]  
Amount of unrecognized compensation costs $ 146
Amount of unrecognized compensation costs period for recognition 1 year 11 months 15 days
v3.25.3
Restructuring - Narrative (Details)
Mar. 31, 2025
Dec. 31, 2024
Restructuring Cost and Reserve [Line Items]    
Headcount reductions, percent   5.00%
Additional Restructuring Initaitives    
Restructuring Cost and Reserve [Line Items]    
Headcount reductions, percent 6.00%  
v3.25.3
Restructuring - Schedule of Accrued and Other Current Liabilities (Details) - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2025
Dec. 31, 2024
Restructuring Reserve [Roll Forward]    
Beginning balance $ 14 $ 61
Severance & severance related costs 88 31
Cash payments and other (88) (78)
Ending balance $ 14 $ 14
v3.25.3
Taxes on Income (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Income Tax Disclosure [Abstract]        
Effective income tax rate 34.00% (73.70%) 31.60% (11.30%)
v3.25.3
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Inventory Disclosure [Abstract]    
Finished goods $ 798 $ 764
Raw materials 14 25
Work in process 835 675
Supplies 84 79
Total (approximates current cost) 1,731 1,543
Increase (Decrease) to last in, first out (“LIFO”) costs 4 (7)
Inventory 1,735 1,536
Recognized as:    
Inventories 1,488 1,321
Other assets 247 215
Inventories valued under the LIFO method $ 127 $ 133
v3.25.3
Inventories - Narrative (Details) - Dermavant Sciences Ltd - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Oct. 28, 2024
Sep. 30, 2025
Dec. 31, 2024
Inventory [Line Items]      
Inventory acquired $ 97    
Adjustment of fair value included in inventory $ 63 $ 25 $ 56
v3.25.3
Long-Term Debt and Short-Term Borrowings - Schedule of Long-term Debt Instruments (Details)
€ in Millions, $ in Millions
9 Months Ended
Sep. 30, 2025
USD ($)
Sep. 30, 2025
EUR (€)
Jun. 30, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2024
EUR (€)
Debt Instrument [Line Items]          
Other (discounts and debt issuance costs) $ (86)     $ (97)  
Total principal long-term debt and short-term borrowings 8,828     8,880  
Less: Current portion of long-term debt and short-term borrowings 45     20  
Total Long-term debt, net of current portion 8,783     8,860  
Line of Credit | Revolving Credit Facility          
Debt Instrument [Line Items]          
Long-term debt 30     0  
Notes Payable, Other Payables          
Debt Instrument [Line Items]          
Long-term debt 8     7  
Term Loan B Facility | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 1,543     1,543  
Spread on variable rate 2.25%        
Euro Denominated Term Loan B | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 838     755  
Spread on variable rate 2.75%        
Face amount of debt | €   € 718     € 724
4.125% Senior Secured Notes Due 2028 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 2,100     2,100  
Stated interest rate 4.125% 4.125%      
2.875% Senior Secured Notes Due 2028 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 1,459     1,304  
Face amount of debt | €   € 1,250      
Stated interest rate 2.875% 2.875%      
2.875% Senior Secured Notes Due 2028 | Senior Notes | Organon Finance 1 LLC          
Debt Instrument [Line Items]          
Face amount of debt | €   € 1,250      
5.125% notes due 2031 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 1,758     2,000  
Stated interest rate 5.125% 5.125% 5.125%    
6.750% secured notes due 2034 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 500     500  
Stated interest rate 6.75% 6.75%      
7.875% notes due 2034 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 500     500  
7.875% notes due 2034 | Senior Notes | Organon Finance 1 LLC          
Debt Instrument [Line Items]          
Stated interest rate 7.875% 7.875%      
Revenue Interest Purchase and Sale Agreement | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 178     165  
Remaining principal amount 156        
NovaQuest Funding Agreement | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 0   $ 103 $ 103  
v3.25.3
Long-Term Debt and Short-Term Borrowings - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jun. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
Debt Instrument [Line Items]      
Debt instrument interest payments   $ 276  
Average maturity of long-term debt   4 years 9 months 18 days  
Weighted-average interest rate of debt   5.00%  
Senior Notes | 5.125% notes due 2031      
Debt Instrument [Line Items]      
Early repayment of senior debt $ 242    
Stated interest rate 5.125% 5.125%  
Pre-tax gain on extinguishment of debt $ 42    
Long-term debt   $ 1,758 $ 2,000
Senior Notes | NovaQuest Funding Agreement      
Debt Instrument [Line Items]      
Pre-tax gain on extinguishment of debt 4    
Long-term debt $ 103 0 103
Line of Credit | Revolving Credit Facility      
Debt Instrument [Line Items]      
Long-term debt   30 $ 0
Proceeds from revolving credit facility   730  
Repayments of lines of credit   700  
Revenue Interest Purchase and Sale Agreement and NovaQuest Debt      
Debt Instrument [Line Items]      
Interest payable   $ 22  
v3.25.3
Long-Term Debt and Short-Term Borrowings - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Level 2    
Debt Instrument [Line Items]    
Long-term debt $ 8,250 $ 8,354
Level 3    
Debt Instrument [Line Items]    
Long-term debt $ 178 $ 268
v3.25.3
Long-Term Debt and Short-Term Borrowings - Schedule of Maturities on Long-term Debt (Details)
$ in Millions
Sep. 30, 2025
USD ($)
Debt Disclosure [Abstract]  
2025 $ 32
2026 10
2027 10
2028 3,568
2029 10
Thereafter $ 5,262
v3.25.3
Financial Instruments - Schedule of Financial Instruments Recorded at Estimated Fair Value (Details) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Level 2 | Forward Contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Fair value hedge assets $ 11 $ 29
Fair value hedge liabilities 18 13
Level 2 | Cross-currency swaps gain (loss)    
Derivative Instruments, Gain (Loss) [Line Items]    
Fair value hedge assets 0 27
Fair value hedge liabilities 87 0
Level 3 | Contingent consideration | Accrued and other current liabilities:    
Derivative Instruments, Gain (Loss) [Line Items]    
Fair value hedge liabilities 0 75
Level 3 | Contingent consideration | Other noncurrent liabilities:    
Derivative Instruments, Gain (Loss) [Line Items]    
Fair value hedge liabilities $ 310 $ 319
v3.25.3
Financial Instruments - Narrative (Details)
€ in Millions, $ in Millions
Sep. 30, 2025
EUR (€)
Sep. 30, 2025
USD ($)
Dec. 31, 2024
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]      
Accounts receivables factored | $   $ 268 $ 186
Minimum | Measurement Input, Discount Rate      
Derivative Instruments, Gain (Loss) [Line Items]      
Contingent consideration discount rates 0.0554 0.0554  
Maximum | Measurement Input, Discount Rate      
Derivative Instruments, Gain (Loss) [Line Items]      
Contingent consideration discount rates 0.0727 0.0727  
Term Loan B Facility | Senior Notes      
Derivative Instruments, Gain (Loss) [Line Items]      
Face amount of debt € 718    
2.875% Senior Secured Notes Due 2028 | Senior Notes      
Derivative Instruments, Gain (Loss) [Line Items]      
Face amount of debt € 1,250    
Stated interest rate 2.875% 2.875%  
2.875% Senior Secured Notes Due 2028 | Senior Notes | Organon Finance 1 LLC      
Derivative Instruments, Gain (Loss) [Line Items]      
Face amount of debt € 1,250    
Foreign Exchange Forward      
Derivative Instruments, Gain (Loss) [Line Items]      
Notional amount | $   $ 2,000 $ 1,400
Cross Currency Interest Rate Contract, Euro-Denominated Debt Instruments | 2034 Notes      
Derivative Instruments, Gain (Loss) [Line Items]      
Derivate fixed interest rate 5.833% 5.833%  
Cross Currency Interest Rate Contract, Euro-Denominated Debt Instruments | Euro-Denominated Subsidiaries      
Derivative Instruments, Gain (Loss) [Line Items]      
Notional amount € 922    
Cross Currency Interest Rate Contract, U.S. Dollar-Denominated Debt Instruments | 2034 Notes      
Derivative Instruments, Gain (Loss) [Line Items]      
Notional amount | $   $ 1,000  
Derivate fixed interest rate 7.3125% 7.3125%  
v3.25.3
Financial Instruments - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Euro-denominated debt instruments gain (loss)        
Derivative Instruments, Gain (Loss) [Line Items]        
Derivate gain statement of income or comprehensive income extensible enumeration not disclosed flag     Cumulative translation adjustment Cumulative translation adjustment
Debt instruments (loss) gain $ 5 $ (92) $ (244) $ (17)
Cross-currency swaps gain (loss)        
Derivative Instruments, Gain (Loss) [Line Items]        
Debt instruments (loss) gain $ 14 $ (29) $ (115) $ (25)
v3.25.3
Financial Instruments - Schedule of (Gain) Loss on Derivative Instruments (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Derivative loss (gain) in Exchange losses        
Derivative Instruments, Gain (Loss) [Line Items]        
Impact of net (gains) losses of derivative financial instruments $ 7 $ 14 $ (12) $ 5
Derivate gain statement of income or comprehensive income extensible enumeration not disclosed flag     Gain (Loss), Foreign Currency Transaction, before Tax Gain (Loss), Foreign Currency Transaction, before Tax
Derivative gain in Interest expense        
Derivative Instruments, Gain (Loss) [Line Items]        
Impact of net (gains) losses of derivative financial instruments $ (3) $ (3) $ (8) $ (5)
Derivate gain statement of income or comprehensive income extensible enumeration not disclosed flag     Interest expense Interest expense
v3.25.3
Financial Instruments - Schedule of Contingent Consideration (Details) - Contingent Consideration Acquired
$ in Millions
9 Months Ended
Sep. 30, 2025
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Beginning balance $ 394
Accretion and changes in fair value in Other (income) expense, net (9)
Payment (75)
Ending balance $ 310
v3.25.3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Beginning balance $ 733 $ 144 $ 472 $ (70)
Other comprehensive (loss) income, pretax (2) 41 75 (30)
Tax 0 0 0 0
Other comprehensive loss, net of taxes (2) 41 75 (30)
Ending balance 906 493 906 493
Accumulated Other Comprehensive Income (Loss)        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Beginning balance (572) (612) (649) (541)
Ending balance (574) (571) (574) (571)
Employee Benefit Plans        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Beginning balance (17) (14) (17) (15)
Other comprehensive (loss) income, pretax 0 (1) 0 0
Tax 0 0 0 0
Other comprehensive loss, net of taxes 0 (1) 0 0
Ending balance (17) (15) (17) (15)
Cumulative Translation Adjustment        
Accumulated Other Comprehensive Income (Loss) [Roll Forward]        
Beginning balance (555) (598) (632) (526)
Other comprehensive (loss) income, pretax (2) 42 75 (30)
Tax 0 0 0 0
Other comprehensive loss, net of taxes (2) 42 75 (30)
Ending balance $ (557) $ (556) $ (557) $ (556)
v3.25.3
Samsung Collaboration - Narrative (Details)
$ in Millions
9 Months Ended
Sep. 30, 2025
USD ($)
Brazil  
Disaggregation of Revenue [Line Items]  
Gross profit sharing arrangement percentage 35.00%
Samsung Bioepis  
Disaggregation of Revenue [Line Items]  
Collaboration agreement period 10 years
Potential future regulatory milestone payments $ 25
Samsung Bioepis | Brazil  
Disaggregation of Revenue [Line Items]  
Gross profit sharing arrangement percentage 65.00%
v3.25.3
Samsung Collaboration - Schedule of Information Related to Collaboration (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
Disaggregation of Revenue [Line Items]          
Sales $ 1,602 $ 1,582 $ 4,709 $ 4,811  
Cost of sales 745 659 2,137 1,992  
Selling, general and administrative 415 422 1,288 1,290  
Receivables from Samsung included in Other current assets 1,484   1,484   $ 1,358
Payables to Samsung included in Trade accounts payable 1,074   1,074   1,153
Samsung Bioepis          
Disaggregation of Revenue [Line Items]          
Sales 190 164 501 499  
Cost of sales 120 112 312 329  
Selling, general and administrative 17 $ 18 55 $ 60  
Receivables from Samsung included in Other current assets 37   37   30
Payables to Samsung included in Trade accounts payable $ 165   $ 165   $ 143
v3.25.3
Third-Party Arrangements - Schedule of Amount Due (Details) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Related Party Transaction [Line Items]    
Due from Merck in Accounts receivable $ 1,484 $ 1,358
Due to Merck in Accounts payable 1,074 1,153
Related Party    
Related Party Transaction [Line Items]    
Due from Merck in Accounts receivable 162 148
Due to Merck in Accounts payable $ 401 $ 362
v3.25.3
Third-Party Arrangements - Schedule of Sales and Cost of Sales Resulting from the Manufacturing and Supply Agreements (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Related Party Transaction [Line Items]        
Sales $ 1,602 $ 1,582 $ 4,709 $ 4,811
Cost of sales 745 659 2,137 1,992
Related Party        
Related Party Transaction [Line Items]        
Sales 18 25 55 82
Cost of sales $ 15 $ 24 $ 47 $ 76
v3.25.3
Contingencies (Details)
$ in Millions
9 Months Ended
Jul. 22, 2025
case
party
lawsuit
Sep. 30, 2025
USD ($)
case
matter
Jul. 28, 2025
Dec. 31, 2024
USD ($)
Loss Contingencies [Line Items]        
Number of pending claims 4      
Loss contingency, actions taken by plaintiff | party 5      
Number of claims subsequently withdrawn 1      
Number of shareholder derivative lawsuits filed | lawsuit 2      
Amount of legal defense reserves | $   $ 9   $ 7
Fosamax | Federal Court        
Loss Contingencies [Line Items]        
Number of pending claims   844    
Fosamax | Federal Court | Femur Fracture Litigation        
Loss Contingencies [Line Items]        
Number of claims dismissed   650    
Fosamax | New Jersey State Court        
Loss Contingencies [Line Items]        
Number of pending claims   1,532    
Fosamax | California State Court        
Loss Contingencies [Line Items]        
Number of pending claims   209    
Fosamax | Femur Fracture MDL Court | Femur Fracture Litigation        
Loss Contingencies [Line Items]        
Number of pending claims   844    
Minimum percentage of attorneys’ eligible clients to release the company and merck of any liability related to their filed claims     95.00%  
Fosamax | Pennsylvania State Court        
Loss Contingencies [Line Items]        
Number of pending claims   1    
Implanon | Int’l        
Loss Contingencies [Line Items]        
Number of pending claims   7    
Implanon | Northern District of Ohio        
Loss Contingencies [Line Items]        
Number of pending claims   2    
Number of unfiled claims   56    
Nexplanon | CALIFORNIA        
Loss Contingencies [Line Items]        
Number of matters involved | matter   1    
Nexplanon | Int’l        
Loss Contingencies [Line Items]        
Number of pending claims   10    
Nexplanon/Implanon NXT | Int’l        
Loss Contingencies [Line Items]        
Number of pending claims   17    
v3.25.3
Subsequent Events (Details) - Subsequent Event - Jada - Disposal Group, Not Discontinued Operations
$ in Millions
Nov. 10, 2025
USD ($)
Subsequent Event [Line Items]  
Consideration $ 465
Consideration received less adjustments 440
Potential earnout payments $ 25