ORGANON & CO., 10-Q filed on 5/6/2022
Quarterly Report
v3.22.1
Cover Page - shares
 3 Months Ended
Mar. 31, 2022
May 02, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2022  
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 ($0.01 par value)  
Trading Symbol OGN  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   253,637,179
Entity Central Index Key 0001821825  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q1  
v3.22.1
Condensed Consolidated Statement of Income - USD ($)
shares in Thousands, $ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Statement [Abstract]    
Revenues $ 1,567 $ 1,506
Costs, Expenses and Other    
Cost of sales 561 591
Selling, general and administrative 371 382
Research and development 96 67
Restructuring costs 0 1
Other (income) expense, net 97 (2)
Costs, Expenses And Other 1,125 1,039
Income From Continuing Operations Before Income Taxes 442 467
Taxes on Income 94 72
Net Income From Continuing Operations 348 395
Income From Discontinued Operations - Net of Tax 0 4
Net Income $ 348 $ 399
Earnings per Share Attributable to Organon & Co. Stockholders - Basic:    
Continuing operations (in dollars per share) $ 1.37 $ 1.56
Discontinued operations (in dollars per share) 0 0.02
Net Earnings per Share Attributable to Organon & Co. Stockholders - Basic (in dollars per share) 1.37 1.58
Earnings per Share Attributable to Organon & Co. Stockholders - Diluted:    
Continuing operations (in dollars per share) 1.36 1.56
Discontinued operations (in dollars per share) 0 0.02
Net Earnings per Share Attributable to Organon & Co. Stockholders - Diluted (in dollars per share) $ 1.36 $ 1.58
Weighted Average Shares Outstanding:    
Basic (in shares) 253,583 253,516
Diluted (in shares) 255,052 253,516
v3.22.1
Condensed Combined Statement of Comprehensive Income - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Statement of Comprehensive Income [Abstract]    
Net Income $ 348 $ 399
Other Comprehensive Loss, Net of Taxes:    
Benefit plan net loss and prior service credit, net of amortization (1) (2)
Cumulative translation adjustment (15) (66)
Other comprehensive income (loss) (16) (68)
Comprehensive Income $ 332 $ 331
v3.22.1
Condensed Consolidated Balance Sheet - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Current Assets    
Cash and cash equivalents $ 694 $ 737
Accounts receivable (net of allowance for doubtful accounts of $11 in 2022 and $7 in 2021) 1,322 1,382
Inventories (excludes inventories of $30 in 2022 and $76 in 2021 classified in Other Assets) 946 915
Other current assets 757 726
Total current assets 3,719 3,760
Property, plant and equipment, net 970 973
Goodwill 4,603 4,603
Other intangibles, net 665 651
Other assets 640 694
Assets 10,597 10,681
Current Liabilities    
Current portion of long-term debt 9 9
Trade accounts payable 1,081 1,382
Accrued and other current liabilities 1,014 1,021
Income taxes payable 202 185
Total current liabilities 2,306 2,597
Long-term debt 9,085 9,125
Deferred income taxes 2 4
Other noncurrent liabilities 454 463
Commitments and Contingencies
Organon & Co. Equity    
Common stock, $0.01 par value Authorized - 500,000,000 Issued and outstanding - 253,637,179 3 3
Accumulated deficit (724) (998)
Accumulated other comprehensive loss (529) (513)
Total Deficit (1,250) (1,508)
Liabilities and Equity $ 10,597 $ 10,681
v3.22.1
Condensed Combined Balance Sheet (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 11 $ 7
Inventories classified in Other Assets $ 30 $ 76
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 253,637,179 253,637,179
Common stock, shares outstanding 253,637,179 253,637,179
v3.22.1
Condensed Consolidated Statement of Equity - USD ($)
$ in Millions
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Net Investment from Merck & Co., Inc.
Merck and Co., Inc.
Accumulated Other Comprehensive (Loss) Income
Beginning balance at Dec. 31, 2020 $ 5,486       $ 6,108 $ (622)
Stockholders' Equity [Roll Forward]            
Net income attributable to Organon & Co. 399       399  
Other comprehensive loss, net of taxes (68)         (68)
Net transfers to Merck & Co., Inc. (1,095)       (1,096) 1
Ending balance at Mar. 31, 2021 4,722       5,411 (689)
Beginning balance at Dec. 31, 2021 (1,508) $ 3 $ 0 $ (998) 0 (513)
Beginning balance, shares at Dec. 31, 2021   253,550,029        
Stockholders' Equity [Roll Forward]            
Net income attributable to Organon & Co. 348     348    
Other comprehensive loss, net of taxes (16)         (16)
Net transfers from Merck & Co., Inc., including Separation Adjustments (18)     (18)   0
Cash dividends declared on common stock (71)     (71)    
Stock-based compensation plans and other (in shares)   87,150        
Stock-based compensation plans and other 15     15    
Ending balance at Mar. 31, 2022 $ (1,250) $ 3 $ 0 $ (724) $ 0 $ (529)
Ending balance, shares at Mar. 31, 2022   253,637,179        
v3.22.1
Condensed Consolidated Statement of Equity (Parentheticals)
 3 Months Ended
Mar. 31, 2022
$ / shares
Statement of Stockholders' Equity [Abstract]  
Common stock dividends declared (in dollars per share) $ 0.28
v3.22.1
Condensed Consolidated Statement of Cash Flows - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Cash Flows from Operating Activities    
Net income from continuing operations $ 348 $ 395
Adjustments to reconcile net income from continuing operations to net cash flows provided by operating activities:    
Depreciation 25 18
Amortization 28 20
Deferred income taxes (4) (25)
Stock-based compensation 15 11
Unrealized foreign exchange (gain) loss (6) 7
Other 6 0
Net changes in assets and liabilities    
Accounts receivable 54 (40)
Inventories 14 (33)
Other current assets (37) 141
Trade accounts payable (298) 4
Accrued and other current liabilities (45) 70
Due from/due to related party 0 769
Income taxes payable 30 (52)
Other (7) 15
Net Cash Flows Provided by Operating Activities from Continuing Operations 123 1,300
Cash Flows from Investing Activities    
Capital expenditures (33) (38)
Purchase of product rights (30) 0
Net Cash Flows Used in Investing Activities from Continuing Operations (63) (38)
Cash Flows from Financing Activities    
Repayments of debt (2) 0
Repayments of short-term borrowings from Merck & Co., Inc., net 0 (566)
Net transfers to Merck & Co., Inc. (18) (551)
Dividend payments (71) 0
Net Cash Flows Used in Financing Activities from Continuing Operations (91) (1,117)
Discontinued Operations    
Net Cash Provided by Operating Activities 0 204
Net Cash Used in Investing Activities 0 0
Net Cash Used in Financing Activities 0 (244)
Net Cash Flows Used in Discontinued Operations 0 (40)
Effect of Exchange Rate Changes on Cash and Cash Equivalents from Continuing Operations (12) (13)
Effect of Exchange Rate Changes on Cash and Cash Equivalents from Discontinued Operations 0 (1)
Net (Decrease) Increase in Cash and Cash Equivalents (43) 91
Cash and Cash Equivalents, Beginning of Period 737 12
Cash and Cash Equivalents of Discontinued Operations, Beginning of Period 0 58
Total Cash and Cash Equivalents, End of Period 694 161
Less: Cash and Cash Equivalents of Discontinued Operations, End of Period 0 20
Cash and Cash Equivalents, End of Period $ 694 $ 141
v3.22.1
Background and Nature of Operations
 3 Months Ended
Mar. 31, 2022
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 formed through a spinoff from Merck & Co., Inc. (“Merck”) to focus on improving the health of women throughout their lives. Organon develops and delivers innovative health solutions through a portfolio of prescription therapies within women's health, biosimilars and established brands (the "Organon Products"). Organon has a portfolio of more than 60 medicines and products across a range of therapeutic areas. 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 ("UK").
The Company’s operations include the following product portfolios:
•Women’s Health: the Company has a portfolio of contraception and fertility brands, such as Nexplanon® (etonogestrel implant) (sold as Implanon NXT™ in some countries outside the US), a long-acting reversible contraceptive, which is a class of contraceptives that are recognized as the most effective type of hormonal contraception available to patients with a lower long-term average cost.
•Biosimilars: the Company’s current portfolio spans across immunology and oncology treatments. All five of the biosimilars in Organon’s portfolio have launched in certain countries globally, including two biosimilars in the United States.
•Established Brands: the Company has a portfolio of established brands, which generally are beyond market exclusivity, including leading brands in cardiovascular, respiratory, dermatology and non-opioid pain management.
On June 2, 2021, Organon and 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").
In connection with the Separation, on June 2, 2021, Merck distributed (the "Distribution"), on a pro rata basis, to holders of the outstanding shares of common stock of Merck, par value $0.50 per share (the "Merck Common Stock") on May 17, 2021 (the "Record Date"), all of the outstanding shares of common stock, par value $0.01 per share, of Organon (the "Common Stock"). Each Merck stockholder was entitled to receive one-tenth of a share of the Common Stock for each share of Merck Common Stock held on the Record Date. Organon is now a standalone publicly traded company and, on June 3, 2021, regular-way trading of the Common Stock commenced on the New York Stock Exchange under the ticker symbol "OGN."
The Separation was completed pursuant to the Separation and Distribution Agreement and other agreements with Merck related to the Separation, including, but not limited to a tax matters agreement (the "Tax Matters Agreement" or "TMA"), an employee matters agreement (the "Employee Matters Agreement" or "EMA") and a transition services agreement (the "Transition Service Agreement" or "TSA"). Following the Separation, certain functions continue to be provided by Merck under the TSA or are being performed using the Company’s own resources or third-party service providers. Additionally, under 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 (see Note 14 for additional details). The Company incurred certain costs in its establishment as a standalone public company and expects to incur ongoing additional costs associated with operating as an independent, publicly traded company.
v3.22.1
Basis of Presentation
 3 Months Ended
Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
The unaudited financial statements for all periods presented, including the historical results of the Company prior to June 2, 2021, are referred to as "Condensed Consolidated Financial Statements", and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements are not included herein. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. In the Company’s opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. 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, 2021.
Prior to the Separation on June 2, 2021, the Company’s historical Consolidated financial statements were prepared on a standalone basis and were derived from Merck’s consolidated financial statements and accounting records. The assets, liabilities, revenue and expenses of the Company were reflected in the Condensed Consolidated Financial Statements on a
historical cost basis, as included in the consolidated financial statements of Merck, using the historical accounting policies applied by Merck, following a legal entity approach. For such periods prior to the Separation, certain corporate and shared costs were allocated to the Company based on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method. Refer to Note 2 of the audited Consolidated Financial Statements in the Company's 2021 Form 10-K for additional details on Organon's basis of presentation during periods prior to the Separation, at Separation and post Separation.
The Company’s historical results prior to the Separation included certain Merck non-U.S. legal entities that were conveyed to Organon in connection with the Separation (collectively, the "Transferred Entities" and each, a "Transferred Entity") and included operations related to other Merck products that were retained by Merck (the "Merck Retained Products"). The Merck Retained Products business of the Transferred Entities was contributed by the Company to Merck and its affiliates and any remaining assets and liabilities were transferred as of June 2, 2021. Accordingly, the historical results of operations of the Merck Retained Products have been reflected as discontinued operations in these Condensed Consolidated Financial Statements.
For periods prior to the Separation, income tax expense in the Condensed Consolidated Statement of Income was calculated on a separate tax return basis and the Company’s operations were included in the tax returns of certain Organon Entities, Transferred Entities, or the respective Merck entities of which the Company’s business was a part. As of June 2, 2021 and in connection with the Separation, the Company adjusted its deferred tax balances and computed its related tax provision to reflect operations as a standalone entity. As a standalone entity, the Company files tax returns on its own behalf, and tax balances and effective income tax rates may differ from the amounts reported in the historical periods.
Certain assets and liabilities, including accounts receivables, inventories and trade payables included on the Condensed Consolidated Balance Sheet prior to the Separation, were retained by Merck post-Separation and therefore were recorded through Net investment from Merck & Co., Inc. in the Company’s Condensed Consolidated Financial Statements. As part of the Separation, Net investment from Merck & Co., Inc. was reclassified to Common Stock and Accumulated Deficit
Use of Estimates
The presentation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with U.S. GAAP require management to make estimates and assumptions that affect the amounts reported, as further described in our Form 10-K for the year ended December 31, 2021. Accordingly, actual results could differ materially from management's estimates and assumptions.
Due to the significant uncertainty that exists relative to the duration and overall impact of the COVID-19 pandemic, our future operating performance, particularly in the short-term, may be subject to volatility. The assessment of certain accounting matters and specifically its effect on the Company's results require consideration of forecasted financial information in the context of the information reasonably available to the Company and the unknown future impacts of the COVID-19 pandemic at March 31, 2022 and through the date of this report.
Recently Adopted Accounting Standards
There were no recently issued accounting standards adopted by the Company during the first quarter of 2022. Refer to Note 3 of the audited Condensed Consolidated Financial Statements in Organon's Form 10-K for the year ended December 31, 2021 for standards adopted in 2021.
Recently Issued Accounting Standards Not Yet Adopted
In March 2022, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting for credit losses on financial instruments. This amendment eliminates the recognition and measurement guidance on trouble debt restructurings for creditors that have adopted the new credit losses guidance in Accounting Standards Codification 326 ("ASC 326"), and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present gross write-offs by year of origination in their vintage disclosures. The guidance is effective for the Company on January 1, 2023, including interim periods. Early adoption is permitted, and the amendment applied prospectively, except for the recognition and remeasurement of trouble debt restructurings. Entities can elect to adopt the guidance on trouble debt restructurings using either a prospective or modified retrospective transition. If an entity elects to apply a modified retrospective transition, it will record a cumulative effect adjustment to retained earnings in the period of adoption. The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial Statements.
In November 2021, the FASB issued new guidance requiring disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model. The guidance increases transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions to the Company’s financial statements. The guidance is effective for annual periods in 2022 and can be applied on a prospective or retrospective basis. The
Company is currently evaluating the impact of adoption on its Consolidated Financial Statements. The Company does not anticipate a material impact to its Consolidated Financial Statements.
In October 2021, the FASB issued guidance to improve the accounting for contract assets and contract liabilities from acquired revenue contracts with customers in a business combination. The guidance addresses diversity in practice and inconsistency related to the recognition of an acquired contract liability, payment terms and their effect on subsequent revenue recognized by an acquirer. The guidance is effective for the Company on January 1, 2023 and its amendments will be applied prospectively to business combinations occurring on or after the effective date of the guidance. Early adoption is permitted, including adoption in an interim period and subject to different transition requirements. The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial Statements.
In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 and December 31, 2022. The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial Statements.
v3.22.1
Samsung Collaboration
 3 Months Ended
Mar. 31, 2022
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 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. At March 31, 2022, potential future regulatory milestone payments of $25 million remain under the agreement.
Summarized information related to this collaboration is as follows:
Three Months Ended March 31,
($ in millions)20222021
Sales$99 $81 
Cost of sales65 53 
Selling, general and administrative18 15 
($ in millions)March 31, 2022December 31, 2021
Receivables from Samsung included in Other current assets
$26 $15 
Payables to Samsung included in Trade accounts payable
23 21 
v3.22.1
Acquisitions and Licensing Arrangements
 3 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Licensing Arrangements Acquisitions and Licensing Arrangements In February 2022, Organon acquired the product rights and related inventory from Bayer AG to Marvelon™ (ethinylestradiol, desogestrel) and Mercilon™ (ethinylestradiol, desogestrel), combined oral hormonal daily contraceptive pills, in the People’s Republic of China, including Hong Kong and Macau, and has entered into an agreement to acquire the rights to these products in Vietnam. Marvelon and Mercilon are already owned, manufactured, and marketed by Organon as prescription oral contraceptives in 20 other markets. The transaction was accounted for as an asset acquisition. In the first quarter of 2022, Organon paid $30 million to acquire the product rights and inventory in China and accrued an additional $35 million related to these rights which will be paid during the second quarter of 2022. This resulted in Organon recognizing an intangible asset of $42 million related to the product rights with the remainder of the consideration recorded to Inventory for the fair value of
acquired inventory during the first quarter of 2022. The intangible assets related to currently marketed products will be amortized over their estimated useful lives of 10 years.
The transaction to acquire the rights to these products in Vietnam is expected to close in the second quarter of 2022 and is subject to customary closing conditions, including regulatory approval.
For details regarding Organon's 2021 acquisitions and licensing agreements, See Note 5 to the audited Consolidated Financial Statements in the Company's 2021 Form 10-K.
v3.22.1
Financial Instruments
 3 Months Ended
Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Financial Instruments
Foreign Currency Risk Management
The Company has a balance sheet risk management and a net investment hedging program to mitigate against volatility of changes in foreign exchange rates.
The Company uses a balance sheet risk management program to 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 offset the effects of exchange on exposures denominated in developed country currencies, primarily the euro, Swiss franc and Japanese yen. 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.
Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Other (income) expense, net. The forward contracts are not designated as hedges and are marked to market through Other (income) expense, net. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year. As of March 31, 2022 and December 31, 2021, the fair value of these contracts was recorded as an asset of $29 million and $19 million, respectively, in Other current assets and a liability of $31 million and $5 million, respectively, in Accrued and other current liabilities. The notional amount of forward contracts was $1.6 billion as of March 31, 2022 and $2.1 billion as of December 31, 2021. The cash flows from these contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows.
Foreign exchange risk is also managed through the use of economic hedges on foreign currency debt (see Note 7). In each quarter subsequent to the Separation, €1.75 billion in the aggregate of both the euro-denominated term loan (€750 million) and of the 2.875% euro-denominated secured notes (€1.25 billion) has been designated and is effective as an economic hedge of the net investment in euro-denominated subsidiaries. As a result, $37 million of foreign currency gains due to spot rate fluctuations on the euro-denominated debt instruments are included in foreign currency translation adjustments in Other Comprehensive Income for the three months ended March 31, 2022.
The Condensed Consolidated Statement of Income includes the impact of actual net gains and losses of Organon's derivative financial instruments, as well as the impact of Merck’s derivative financial instruments prior to the Separation allocated to the Company utilizing a proportional allocation method:
Three Months Ended March 31,
($ in millions)20222021
Allocated net (gains) loss in Sales
$— $32 
Foreign exchange (gains) loss in Other (income) expense, net
(4)(4)
Prior to the Separation, Merck managed the impact of foreign exchange rate movements on its affiliates’ earnings, cash flows and fair values of assets and liabilities through operational means and through the use of various financial instruments, including derivative instruments. Merck established revenue hedging and balance sheet risk management programs that the Company participated in to protect against the volatility of future foreign currency cash flows and changes in fair value caused by volatility in exchange rates.
Organon has established accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable. Under these agreements, Organon factored $93 million and $87 million of accounts receivable at
March 31, 2022 and December 31, 2021, respectively, which reduced outstanding accounts receivable. The cash received from the financial institutions is reported within operating activities in the Condensed Consolidated Statement of Cash Flows.
v3.22.1
Inventories
 3 Months Ended
Mar. 31, 2022
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of:
($ in millions)March 31, 2022December 31, 2021
Finished goods$373 $377 
Raw materials
78 95 
Work in process500 490 
Supplies40 40 
Total (approximates current cost)$991 $1,002 
Decrease to LIFO costs(15)(11)
 $976 $991 
Recognized as:
Inventories$946 $915 
Other assets30 76 
Inventories valued under the last in, first out ("LIFO") method comprised $72 million and $52 million at March 31, 2022 and December 31, 2021, respectively. Amounts recognized as Other assets are comprised primarily of raw materials and work in process inventories and are not expected to be converted to finished goods that will be sold within one year. The Company has a long-term vendor supply contract conveyed as part of the Separation that includes certain annual minimum purchase commitments.
v3.22.1
Long-Term Debt and Leases
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Long-Term Debt and Leases Long-Term Debt and Leases
Long-Term Debt
The following is a summary of Organon's total debt:
($ in millions)March 31, 2022December 31, 2021
Term Loan B Facility:
LIBOR plus 300 bps term loan due 2028
$2,893 $2,893 
LIBOR plus 300 bps euro-denominated term loan due 2028 (€750 million)
825 843 
4.125% secured notes due 2028
2,100 2,100 
2.875% euro-denominated secured notes due 2028 (€1.25 billion)
1,385 1,412 
5.125% notes due 2031
2,000 2,000 
Other borrowings10 10 
Other (discounts and debt issuance costs)(119)(124)
Total principal long-term debt$9,094 $9,134 
Less: Current portion of long-term debt9 9 
Total Long-term debt, net of current portion$9,085 $9,125 
Other borrowings represent debt assumed in connection with the acquisition of Forendo Pharma in 2021.
In June 2021, the Company entered into a credit agreement (the “Senior Credit Agreement”) providing for a Term Loan B Facility, consisting of (i) a U.S. Dollar denominated senior secured “tranche B” term loan in the amount of $3.0 billion due 2028 (ii) a euro denominated senior secured “tranche B” term loan in the amount of €750 million due 2028; and a Revolving Credit Facility (“Revolving Credit Facility”), in an aggregate principal amount of up to $1 billion, with a five-year term that matures in 2026.
The interest rate on revolving loans under the Revolving Credit Facility is subject to a step-down based on meeting a leverage ratio target. A commitment fee applies to the unused portion of the Revolving Credit Facility, initially equal to 0.50%
and subject to a step-down to 0.375% based on meeting a leverage ratio target. There were no outstanding balances under the Revolving Credit Facility as of March 31, 2022 or December 31, 2021.
The estimated fair value of long-term debt (including current portion) at March 31, 2022 was $9.0 billion compared with a carrying value (which includes a reduction for amortized debt issuance costs) of $9.1 billion and, at December 31, 2021, was $9.4 billion compared with a carrying value of $9.1 billion. Fair value 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 asset or liability and would be considered Level 2 in the fair value hierarchy.
The Company made interest payments of $32 million related to its debt instruments during the quarter ended March 31, 2022. The average maturity of the Company's long-term debt at March 31, 2022 is approximately 6.7 years and the weighted-average interest rate on total borrowings for the three months ended March 31, 2022 is 3.9%.
The schedule of principal payments required on long-term debt for the next five years and thereafter is as follows:
($ in millions)
2022$7 
20239 
20249 
202537 
202643 
Thereafter9,108 
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 beginning September 30, 2021. 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 March 31, 2022, the Company is in compliance with all financial covenants and no default or event of default has occurred.
v3.22.1
Contingencies
 3 Months Ended
Mar. 31, 2022
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. In the opinion of Organon, it is unlikely that the resolution of these matters will be material to Organon's financial condition, results of operations or cash flows.
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 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.
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 March 31, 2022, approximately 3,460 cases comprising the Fosamax Litigation are pending against Merck in either federal or state court. Plaintiffs in the vast majority of these cases generally allege that they sustained femur fractures and/or other bone injuries ("Femur Fractures") in association with the use of Fosamax.
All federal cases involving allegations of Femur Fractures have been or will be transferred to a multidistrict litigation in the District of New Jersey ("Femur Fracture MDL"). In the only bellwether case tried to date in the Femur Fracture MDL, Glynn v. Merck, the jury returned a verdict in Merck's favor. In addition, in June 2013, the Femur Fracture MDL court granted Merck's motion for judgment as a matter of law in the Glynn case and held that the plaintiff's failure to warn claim was preempted by federal law.
In August 2013, the Femur Fracture MDL court entered an order requiring plaintiffs in the Femur Fracture MDL to show cause why those cases asserting claims for a femur fracture injury that took place prior to September 14, 2010, should not be dismissed based on the court's preemption decision in the Glynn case. Pursuant to the show cause order, in March 2014, the Femur Fracture MDL court dismissed with prejudice approximately 650 cases on preemption grounds. Plaintiffs in approximately 515 of those cases appealed that decision to the U.S. Court of Appeals for the Third Circuit ("Third Circuit"). In March 2017, the Third Circuit issued a decision reversing the Femur Fracture MDL court's preemption ruling and remanding the appealed cases back to the Femur Fracture MDL court. In May 2019, the U.S. Supreme Court decided that the Third Circuit had incorrectly concluded that the issue of preemption should be resolved by a jury, and accordingly vacated the judgment of the Third Circuit and remanded the proceedings back to the Third Circuit to address the issue in a manner consistent with the Supreme Court's opinion. In November 2019, the Third Circuit remanded the cases back to the District Court in order to allow that court to determine in the first instance whether the plaintiffs' state law claims are preempted by federal law under the standards described by the Supreme Court in its opinion. On March 23, 2022, the District Court granted Merck's motion and ruled that Plaintiffs' failure to warn claims are preempted as a matter of law to the extent they assert that Merck should have added a Warning or Precaution regarding atypical femur fractures prior to September 2010. Whether the Plaintiffs will attempt to move forward on other claims, or seek to appeal the District Court's ruling is not yet known.
Accordingly, as of March 31, 2022, approximately 975 cases were actively pending in the Femur Fracture MDL.
As of March 31, 2022, approximately 2,205 cases alleging Femur Fractures have been filed in New Jersey state court and are pending in Middlesex County. The parties selected an initial group of cases to be reviewed through fact discovery, and Merck has continued to select additional cases to be reviewed.
As of March 31, 2022, approximately 275 cases alleging Femur Fractures have been filed and are pending in California state court. All of the Femur Fracture cases filed in California state court have been coordinated before a single judge in Orange County, California.
Additionally, there are four Femur Fracture cases pending in other state courts.
Discovery is presently stayed in the Femur Fracture MDL and in the state court in California.
Nexplanon/Implanon
Merck is a defendant in lawsuits brought by individuals relating to the use of Nexplanon and Implanon™ (etonogestrel implant). In the United States, as of March 31, 2022, there was one filed product liability action involving Nexplanon pending in the Western District of Arkansas (in which Organon is also named as a defendant). The court's schedule for the matter provides for a trial date in the fourth quarter of 2023, should it be necessary. In addition, there were 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, which have been tolled under a written tolling agreement. As of March 31, 2022, Merck had 18 cases pending outside the United States, of which 14 relate to Implanon and four relate to Nexplanon.
Propecia/Proscar
Merck is a defendant in product liability lawsuits in the United States involving Propecia® (finasteride) and/or Proscar® (finasteride). The federal lawsuits were consolidated for pretrial purposes in federal multidistrict litigation in the Eastern District of New York (the "MDL"), and the matters in state court in New Jersey were consolidated in Middlesex County ("N.J. Coordinated Proceedings"). In 2018, Merck and the Plaintiffs' Executive Committee in the MDL and the Plaintiffs' Liaison Counsel in the N.J. Coordinated Proceedings entered into an agreement to resolve the lawsuits for an aggregate amount of $4.3 million. The settlement was subject to certain contingencies, including 95% plaintiff participation and a per plaintiff clawback if the participation rate was less than 100%. The contingencies were satisfied and the settlement agreement has been finalized.
As of March 31, 2022, only three cases remain pending in the United States, including a case currently pending in the MDL, a matter involving Propecia in state court in Los Angeles, California and a matter involving Proscar in the United States District Court for the Eastern District of California. The Company is also defending 18 product liability cases outside the United States, two of which are class actions and four of which are putative class actions.
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 to Organon, 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. Organon is aware of one such enforcement activity pending in Europe.

Hadlima™ (adalimumab-bwwd)
In July 2021, Organon received a Civil Investigation Demand ("CID") from the Office of the Attorney General for the State of Washington. The CID requests answers to interrogatories, as well as various documents, regarding certain activities related to adalimumab and adalimumab biosimilars. Organon is cooperating with the government's investigation and has produced information in response to the CID.
Patent Litigation
From time to time, generic manufacturers of pharmaceutical products file Abbreviated New Drug Applications ("ANDAs") with the U.S. Food and Drug Administration ("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
In June 2017, Microspherix LLC ("Microspherix") sued Organon in the U.S. District Court for the District of New Jersey asserting that the manufacturing, use, sale and importation of Nexplanon infringed several of Microspherix's patents that claim radio-opaque, implantable drug delivery devices. Microspherix is claiming damages from September 2014 until the patents expired in May 2021. Organon brought Inter Partes Review ("IPR") proceedings in the United States Patent and Trademark Office ("USPTO") and successfully stayed the district court action. The USPTO invalidated some, but not all, of the claims asserted against Organon. Organon appealed the decisions that found claims valid, and the Court of Appeals for the Federal Circuit affirmed the USPTO's decisions. The matter is no longer stayed in the district court, and Organon is currently litigating the invalidity and non-infringement of the remaining asserted claims. A claim construction hearing was held on March 2, 2022, and any further dates in the schedule will be set based on the date the court issues a claim construction order.
Other Litigation
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, 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 March 31, 2022 and December 31, 2021 was $9 million for both periods 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.
v3.22.1
Stock-based Compensation Plans
 3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Stock-based Compensation Plans Stock-Based Compensation Plans
Under the 2021 Incentive Stock Plan, the Company grants stock option awards, performance share units ("PSUs") and restricted share units ("RSUs"). Employee stock options are granted to purchase shares of Company stock at the fair market value at the time of grant. Generally, stock options have a contractual term of ten years and vest one-third each year over a three-year period, subject to limited exceptions. RSUs are stock awards that are granted to employees and entitle the holder to shares of common stock as the awards vest. RSU awards generally vest one-third each year over a three-year period. The fair value of the stock option and RSU awards is determined and fixed on the grant date based on the Company’s stock price. The terms of the Company's PSU awards allow the recipients of such awards to earn a variable number of shares based on total stockholder return of the Company relative to an index of peer companies ("relative TSR") specified in the awards. For PSUs with a market-based relative TSR goal, stock-based compensation expense is recognized based on the estimated fair value of the award at the grant date regardless of the actual number of shares earned. PSU awards generally vest after three years. For RSUs and PSUs, dividends declared during the vesting period are payable to the employees only upon vesting. RSU and PSU distributions will be in shares of Company stock after the end of the vesting or performance period, subject to the terms applicable to such awards.
Stock-based compensation expense incurred by the Company was as follows:

Three Months Ended March 31,
($ in millions)20222021
Stock-based compensation expense recognized in:
Cost of sales$3 $2 
Selling, general and administrative 10 5 
Research and development2 4 
Income tax benefits3 2 
The Company used the Black-Scholes model to determine the fair value of the stock options as of the grant date using the following assumptions:
Three Months Ended March 31, 2022
Expected dividend yield3.12 %
Risk-free interest rate2.47 %
Expected volatility43.43 %
Expected life (years)5.89
A summary of the transactions under the 2021 Incentive Stock Plan as of March 31, 2022 follows:
Stock OptionsRestricted Share UnitsPerformance Share Units
(shares in thousands)SharesWeighted average exercise priceWeighted average grant date fair valueSharesWeighted average grant date fair valueSharesWeighted average grant date fair value
Outstanding as of December 31, 20214,394 $34.35 $8.63 3,280 $36.69 120 $51.63 
Granted556 $34.93 $11.34 2,250 $34.93 — $— 
Vested/Exercised(15)$37.39 $9.72 (116)$44.18 — $— 
Forfeited/Cancelled— $— $— (41)$36.36 — $— 
Outstanding as of March 31, 2022
4,935 $34.40 $8.93 5,373 $35.80 120 $51.63 
The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable at March 31, 2022:
Equity Awards Vested and Expected to VestEquity Awards That are Exercisable
(shares in thousands; aggregate intrinsic value in millions)AwardsWeighted Average Exercise PriceAggregate Intrinsic ValueRemaining TermAwardsWeighted Average Exercise PriceAggregate Intrinsic ValueRemaining Term
Stock Options4,650 $34.40 $7 8.031,439 $30.59 $7 5.38
Restricted Share Units4,936 — 188 2.44— — — — 
Performance Share Units207 — 8 2.38— — — — 
The amount of unrecognized compensation costs as of March 31, 2022 was $178 million, which will be recognized in operating expense ratably over the weighted average vesting period of 2.42 years.
v3.22.1
Other (Income) Expense, Net
 3 Months Ended
Mar. 31, 2022
Other Income and Expenses [Abstract]  
Other (Income) Expense, Net Other (Income) Expense, Net
Other (income) expense, net, consisted of:
Three Months Ended March 31,
($ in millions)20222021
Exchange (gains) losses $(4)$(4)
Interest expense97 — 
Other, net4 2 
 $97 $(2)
Interest expense for the first three months of 2022 primarily reflects amounts incurred in connection with the issuance of debt during the second quarter of 2021. See Note 7 for details.
v3.22.1
Taxes on Income
 3 Months Ended
Mar. 31, 2022
Income Tax Disclosure [Abstract]  
Taxes on Income Taxes on IncomeThe effective income tax rates were 21.3% and 15.5% for the three months ended March 31, 2022 and 2021, 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. The effective income tax rate for the three months ended March 31, 2021, also reflects the Internal Revenue Service ("IRS") conclusion of its examinations of Merck’s 2015-2016 U.S. federal income tax returns. As a result, the Company reflected an allocation from Merck of $18 million representing the Company's portion of the payment made to the IRS in the Condensed Consolidated Financial Statements. The Company's portion of reserves for unrecognized tax benefits for the years under examination exceeded the allocated adjustments relating to this examination period and therefore the Company included a $29 million net tax benefit also included in the three months ended March 31, 2021. This net benefit reflects reductions in reserves for unrecognized tax benefits and other related liabilities for tax positions relating to the years that were under examination.The Company is subject to income tax in the United States (federal, state and local) as well as other jurisdictions outside of the United States in which we operate.
v3.22.1
Other Comprehensive Income (Loss)
 3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Other Comprehensive Income (Loss) Other Comprehensive Income (Loss)
Changes in Accumulated other comprehensive loss by component are as follows:
($ in millions)Employee
Benefit
Plans		Cumulative
Translation
Adjustment		Accumulated Other
Comprehensive
Income (Loss)
Balance at January 1, 2021, net of taxes$(32)$(590)$(622)
Other comprehensive income (loss), pretax1 (66)(65)
Tax(3)— (3)
Other comprehensive income (loss), net of taxes(2)(66)(68)
Transfer of benefit plans from Merck affiliates$1 $— 1 
Balance at March 31,2021, net of taxes$(33)$(656)$(689)
Balance at January 1, 2022, net of taxes$(13)$(500)$(513)
Other comprehensive income (loss), pretax(1)(15)(16)
Tax— — — 
Other comprehensive loss, net of taxes(1)(15)(16)
Balance at March 31, 2022, net of taxes$(14)$(515)$(529)
v3.22.1
Product and Geographic Information
 3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
Product and Geographic Information Product and Geographic InformationThe Company’s operations include the following product portfolios, which constitute one operating segment engaged in developing and delivering innovative health solutions through its portfolio of prescription therapies within women’s health, biosimilars and established brands.
Revenue of the Company’s products were as follows:
Three Months Ended March 31,
20222021
($ in millions)U.S.Int’lTotalU.S.Int’lTotal
Women’s Health
Nexplanon/Implanon NXT$116 $55 $171 $141 $42 $183 
Follistim AQ30 31 61 25 27 52 
NuvaRing
16 24 41 21 24 45 
Ganirelix Acetate Injection
8 22 30 8 21 29 
Cerazette
— 18 18 — 17 17 
Other Women's Health (1)
27 31 57 40 33 73 
Biosimilars
Renflexis42 4 46 35 4 38 
Ontruzant7 15 22 4 19 22 
Brenzys— 14 14 — 10 10 
Aybintio— 10 10 — 8 8 
Hadlima— 6 6 — 2 2 
Established Brands
Cardiovascular
Zetia3 96 99 2 89 92 
Vytorin2 36 38 3 38 41 
Atozet— 119 119 — 112 112 
Rosuzet— 22 22 — 15 15 
Cozaar/Hyzaar8 86 93 3 87 90 
Other Cardiovascular (1)
1 38 39 1 38 39 
Respiratory
Singulair3 127 130 5 102 107 
Nasonex9 65 75 2 41 43 
Dulera31 9 40 31 8 38 
Clarinex1 37 38 1 23 25 
Other Respiratory (1)
12 11 22 16 6 23 
Non-Opioid Pain, Bone and Dermatology
Arcoxia— 60 60 — 56 56 
Fosamax1 40 41 1 37 38 
Diprospan— 31 31 — 26 26 
Other Non-Opioid Pain, Bone and Dermatology (1)
3 66 69 (1)62 61 
Other
Proscar— 24 24 — 32 32 
Propecia1 29 30 2 29 31 
Other (1)
8 74 83 11 78 89 
Other (2)
— 37 37 — 69 69 
Total Revenue$329 $1,238 $1,567 $351 $1,155 $1,506 
Totals may not foot due to rounding. Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.
(1) Includes sales of products not listed separately. Revenue from an arrangement for the sale of generic etonogestrel/ethinyl estradiol vaginal ring is included in Other Women's Health.
(2) Includes manufacturing sales to Merck and third parties for current and prior periods and allocated amounts from revenue hedging activities through the date of Separation.
Combined revenue by geographic area where derived are as follows:
Three Months Ended March 31,
($ in millions)20222021
Europe and Canada$436 $434 
United States329 351 
Asia Pacific and Japan314 278 
China236 206 
Latin America, Middle East, Russia and Africa209 167 
Other (1)
43 70 
 $1,567 $1,506 
(1) Primarily reflects manufacturing sales to Merck and third parties for current and prior periods and allocated amounts from revenue hedging activities through the date of Separation.
During 2021, the Company realigned its geographic presentation of sales to reflect the internal management view of Organon as a stand-alone entity. Accordingly, prior period sales by geographic area have been recast to reflect these changes.
v3.22.1
Third Party Arrangements Related Party Disclosures
 3 Months Ended
Mar. 31, 2022
Related Party Transactions [Abstract]  
Third Party Arrangements Related Party Disclosures Third Party Arrangements and Related Party Disclosures
Pursuant to the Separation, Merck ceased to be a related party to Organon and accordingly, no related party transactions or balances have been reported since June 2, 2021.
In connection with the Separation, the Company entered into the Separation and Distribution Agreement, which contains provisions that, among other things, relate to (i) assets, liabilities and contracts to be transferred, assumed and assigned to each of Organon and Merck as part of the Separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the Organon business with Organon and financial responsibility for the obligations and liabilities of Merck’s remaining business with Merck, (iii) procedures with respect to claims subject to indemnification and related matters, (iv) the allocation between Organon and Merck of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the Distribution, as well as the right to proceeds and the obligation to incur certain deductibles under certain insurance policies, and (v) procedures governing Organon’s and Merck’s obligations and allocations of liabilities with respect to ongoing litigation matters that may implicate each of Merck’s business and Organon’s business.
Organon entered into other agreements with Merck that govern aspects of Organon’s relationship with Merck following the Separation, including the Transition Services Agreement, Interim Operating Agreements, Manufacturing and Supply Agreement, Tax Matters Agreement, Employee Matters Agreement as well as Intellectual Property License Agreements and Regulatory Agreements. For the first quarter of 2022, material transactions occurred in connection with the Interim Operating Agreements. For details on the rights and responsibilities of the parties under the IOM agreements, refer below; for all other agreements refer to Note 19 to the audited Condensed Consolidated Financial Statements in the Company's 2021 Form 10-K.
•Interim Operating Model Agreements - Merck and Organon entered into a series of interim operating model ("IOM") agreements pursuant to which Merck and certain of its affiliates that held licenses, permits and other rights in connection with marketing, import and/or distribution of Organon products in various jurisdictions prior to the Separation will continue to market, import and distribute such products until such time as the relevant licenses and permits are transferred to Organon or its affiliates, while permitting Organon (or Merck, as applicable) to recognize revenue relating to the sale of its respective products, to the extent practicable. Under such IOM agreements and in accordance with the Separation and Distribution Agreement, the relevant Merck entity will continue operations in the affected market on behalf of Organon, with Organon receiving all of the economic benefits and burdens of such activities. Organon began receiving these economic benefits as of June 2, 2021. Based on the terms of the IOM agreements, the Company determined it is the Principal under these arrangements. Organon holds, all risks, and rewards of ownership inclusive of risk of loss, market risk and benefits related to the inventory. Additionally, Organon has latitude in pricing, has the ability to direct Merck regarding decisions over inventory, and is responsible for all credit and collections risks and losses associated with the related receivables. As such, Organon recognizes these sales on a gross basis.
The amount due from Merck under such agreements was $358 million and $403 million at March 31, 2022 and December 31, 2021, respectively, and is reflected in accounts receivable. The amount due to Merck under these agreements was $700 million and $928 million at March 31, 2022 and December 31, 2021, respectively, and is included in accounts payable.
For the first quarter of 2022, sales and cost of sales resulting from the manufacturing and supply agreements with Merck were $33 million and $29 million, respectively.
Prior to the Separation, the Company did not operate as a standalone business and the Condensed Consolidated Financial Statements were derived from the consolidated financial statements and accounting records of Merck. The following disclosure summarizes activity between the Company and Merck up to the Separation, including the affiliates of Merck that were not part of the Separation.
Cost allocations from Merck
Merck provided significant corporate, manufacturing, selling, marketing, administrative, research services and resources to the Company. Some of these services continue to be provided by Merck to the Company on a temporary basis under the Transition Services Agreement. The Condensed Consolidated Financial Statements reflect an allocation of these costs. The allocations reflected in the Condensed Consolidated Statement of Income for continuing operations are as follows:
Three Months Ended March 31,
($ in millions)20222021
Cost of sales$— $56 
Selling, general and administrative— 88 
Research and development— 25 
$— $169 
Management believes these cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone public company at the time. Actual costs that may have been incurred if the Company had been a standalone public company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by the Company’s employees and strategic decisions made in areas such as manufacturing, selling, information technology and infrastructure.
Related party transactions
The following transactions represent activity between Organon Entities and Transferred Entities with other Merck affiliates prior to the Separation:
Three Months Ended March 31,
($ in millions)20222021
Included in continuing operations
Supply sales to Merck affiliates$— $85 
Purchases from Merck affiliates— 37 
Cost reimbursements and fees from Merck affiliates— 1 
Included in discontinued operations
Supply sales to Merck affiliates$— $12 
Purchases from Merck affiliates— 50 

Net transfers to Merck & Co., Inc.
Prior to the Separation, net transfers to Merck were included within Net investment from Merck & Co., Inc. on the Condensed Consolidated Statement of Equity and represent the net effect of transactions between the Company and Merck. The components of Net transfers to Merck & Co., Inc. for the three months ended March 31, 2021 were as follows:
Three Months Ended March 31,
($ in millions)2021
Cash pooling and general financing activities$867 
Cost allocations, excluding non-cash stock-based compensation(158)
Taxes deemed settled with Merck(123)
Allocated derivative and hedging (losses) gains(35)
Net transfers (from) to Merck & Co., Inc. as reflected in the Condensed Consolidated Statement of Cash Flows for Continuing Operations
$551 
Net transfers to (from) Merck included in Net Cash Provided by (Used in) Discontinued Operations482 
Total net transfers to Merck as included in the Condensed Consolidated Statement of Cash Flows$1,033 
Stock-based compensation expense (includes $3 of discontinued operations for the three months ended March 31, 2021)
(11)
Net assets contributed by Merck affiliates72 
Derecognition of amounts in Accumulated other comprehensive loss related to employee benefit plan transfers to Merck affiliates
1 
Net transfers (from) to Merck & Co., Inc. as reflected in the Condensed Consolidated Statement of Equity
$1,095 
Prior to the Separation, transfers between the Organon Entities, the Transferring Entities and Merck affiliates were recognized in Net transfers to Merck & Co., Inc. in the Condensed Consolidated Statement of Equity at Merck’s historical cost. Additionally, in connection with the Separation, certain assets and liabilities included in the pre-Separation balance sheet were retained by Merck and certain assets and liabilities not included in the pre-Separation balance sheet were transferred to Organon. Adjustments for transfers are reflected in the Company's Condensed Consolidated Financial Statements for the three months ended March 31, 2021
v3.22.1
Discontinued Operations
 3 Months Ended
Mar. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
In contemplation of the Separation, the Merck Retained Products business in the Transferred Entities was distributed to Merck affiliates and, accordingly, the historical results of operations, assets and liabilities, and the cash flows of the Merck Retained Products for such Transferred Entities are reflected as discontinued operations.
The components of Income (loss) from discontinued operations, net of tax for the Merck Retained Products business are as follows:
Three Months Ended March 31,
($ in millions)20222021
Sales$— $89 
Costs, Expenses and Other
Cost of Sales— 52 
Selling, general and administrative— 14 
Research and development— 4 
Other (income) expense, net— 10 
Income from discontinued operations before taxes$— $9 
Taxes on income— 5 
Income from discontinued operations, net of taxes$— $4 
Discontinued operations includes related party sales of $12 million for the three months ended March 31, 2021. Costs for inventory purchases from related parties was $50 million for the three months ended March 31, 2021.
v3.22.1
Earnings per Share
 3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Earnings per Share Earnings per Share On June 2, 2021, the date of the Separation, $253,516,000 shares of the Common Stock were distributed to Merck stockholders of record as of the Record Date. This share amount is utilized for the calculation of basic and diluted earnings per
share for all periods presented prior to the Separation. For the first three months of 2021, these shares are treated as issued and outstanding at January 1, 2021 for purposes of calculating historical basic and diluted earnings per share.
Prior to the Separation, certain of the Company's employees participated in stock-based compensation plans sponsored by Merck. Under these plans employees were granted stock options, performance share units ("PSUs"), and restricted stock units ("RSUs"). On June 2, 2021, and in accordance with the Employee Matters Agreement, all Merck stock options, PSUs and RSUs were converted using the conversion ratios set forth in the Employee Matters Agreement. Merck stock options, PSUs and RSUs were converted into Organon RSUs and option awards. Awards were equitably adjusted to reflect the spin-off and to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments.

The calculation of basic and diluted earnings per common share for the three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended March 31,
($ in millions and shares in thousands, except per share amounts)20222021
Net income attributable to Organon:
Income from continuing operations$348 $395 
Income from discontinued operations— 4 
Net income attributable to Organon$348 $399 
Basic weighted average number of shares outstanding253,583253,516
Stock awards and equity units (share equivalent)1,469 — 
Diluted weighted average common shares outstanding255,052253,516
Earnings Per Share Attributable to Organon common stockholders - Basic
Income from continuing operations$1.37 $1.56 
Income from discontinued operations— 0.02 
Basic earnings per common share attributable to Organon common stockholders$1.37 $1.58 
Earnings Per Share Attributable to Organon common stockholders - Diluted
Income from continuing operations1.361.56
Income from discontinued operations— 0.02 
Diluted earnings per common share attributable to Organon common stockholders$1.36 $1.58 
For periods prior to the Separation, it is assumed that there were no dilutive equity instruments as there were no equity awards of Organon outstanding prior to the Separation.
For periods subsequent to the Separation and the Distribution, diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards, when the effect of the potential exercise would be anti-dilutive. The weighted-average number of common shares outstanding for basic and diluted earnings per share for the three months ended March 31, 2022 was based on the weighted-average number of common shares outstanding for the period beginning after the Distribution date.
For the first three months of 2022, 4.9 million of common shares issuable under stock-based compensation plans were excluded from the computation of earnings per common share assuming dilution because the effect would have been antidilutive.
Dividend Program
In February 2022, the Board of Directors declared a quarterly dividend of $0.28 per share on Organon’s stock that was paid on March 17, 2022 to stockholders of record at the close of business on February 28, 2022. During each of the second and third quarters of 2021, the Company's Board of Directors also declared a quarterly cash dividend of $0.28 per share on Organon's Common Stock.
v3.22.1
Subsequent Events
 3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsOrganon and Daré Bioscience, Inc., a leader in women’s health innovation ("Daré"), entered into an agreement whereby Organon will license global rights to Xaciato® (clindamycin phosphate vaginal gel, 2%). Xaciato is an FDA-approved
medication for the treatment of bacterial vaginosis (BV) in females 12 years of age and older. Xaciato received both Qualified Infectious Disease Product (QIDP) and Fast Track designations from the FDA for the treatment of bacterial vaginosis.
Under the terms of the agreement, Daré will receive a $10 million upfront payment from Organon. Daré is eligible to receive potential milestone payments of up to $182.5 million and tiered double-digit royalties based on net sales. Xaciato is expected to be available commercially in the U.S. in the fourth quarter of 2022. Completion of the transaction is subject to review under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is expected to close during the second quarter of 2022.
v3.22.1
Basis of Presentation (Policies)
 3 Months Ended
Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Accounting
The unaudited financial statements for all periods presented, including the historical results of the Company prior to June 2, 2021, are referred to as "Condensed Consolidated Financial Statements", and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements are not included herein. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. In the Company’s opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. 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, 2021.
Prior to the Separation on June 2, 2021, the Company’s historical Consolidated financial statements were prepared on a standalone basis and were derived from Merck’s consolidated financial statements and accounting records. The assets, liabilities, revenue and expenses of the Company were reflected in the Condensed Consolidated Financial Statements on a
historical cost basis, as included in the consolidated financial statements of Merck, using the historical accounting policies applied by Merck, following a legal entity approach. For such periods prior to the Separation, certain corporate and shared costs were allocated to the Company based on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method. Refer to Note 2 of the audited Consolidated Financial Statements in the Company's 2021 Form 10-K for additional details on Organon's basis of presentation during periods prior to the Separation, at Separation and post Separation.
The Company’s historical results prior to the Separation included certain Merck non-U.S. legal entities that were conveyed to Organon in connection with the Separation (collectively, the "Transferred Entities" and each, a "Transferred Entity") and included operations related to other Merck products that were retained by Merck (the "Merck Retained Products"). The Merck Retained Products business of the Transferred Entities was contributed by the Company to Merck and its affiliates and any remaining assets and liabilities were transferred as of June 2, 2021. Accordingly, the historical results of operations of the Merck Retained Products have been reflected as discontinued operations in these Condensed Consolidated Financial Statements.
For periods prior to the Separation, income tax expense in the Condensed Consolidated Statement of Income was calculated on a separate tax return basis and the Company’s operations were included in the tax returns of certain Organon Entities, Transferred Entities, or the respective Merck entities of which the Company’s business was a part. As of June 2, 2021 and in connection with the Separation, the Company adjusted its deferred tax balances and computed its related tax provision to reflect operations as a standalone entity. As a standalone entity, the Company files tax returns on its own behalf, and tax balances and effective income tax rates may differ from the amounts reported in the historical periods.
Certain assets and liabilities, including accounts receivables, inventories and trade payables included on the Condensed Consolidated Balance Sheet prior to the Separation, were retained by Merck post-Separation and therefore were recorded through Net investment from Merck & Co., Inc. in the Company’s Condensed Consolidated Financial Statements. As part of the Separation, Net investment from Merck & Co., Inc. was reclassified to Common Stock and Accumulated Deficit
Use of Estimates
Use of Estimates
The presentation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with U.S. GAAP require management to make estimates and assumptions that affect the amounts reported, as further described in our Form 10-K for the year ended December 31, 2021. Accordingly, actual results could differ materially from management's estimates and assumptions.
Due to the significant uncertainty that exists relative to the duration and overall impact of the COVID-19 pandemic, our future operating performance, particularly in the short-term, may be subject to volatility. The assessment of certain accounting matters and specifically its effect on the Company's results require consideration of forecasted financial information in the context of the information reasonably available to the Company and the unknown future impacts of the COVID-19 pandemic at March 31, 2022 and through the date of this report.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted
Recently Adopted Accounting Standards
There were no recently issued accounting standards adopted by the Company during the first quarter of 2022. Refer to Note 3 of the audited Condensed Consolidated Financial Statements in Organon's Form 10-K for the year ended December 31, 2021 for standards adopted in 2021.
Recently Issued Accounting Standards Not Yet Adopted
In March 2022, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting for credit losses on financial instruments. This amendment eliminates the recognition and measurement guidance on trouble debt restructurings for creditors that have adopted the new credit losses guidance in Accounting Standards Codification 326 ("ASC 326"), and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present gross write-offs by year of origination in their vintage disclosures. The guidance is effective for the Company on January 1, 2023, including interim periods. Early adoption is permitted, and the amendment applied prospectively, except for the recognition and remeasurement of trouble debt restructurings. Entities can elect to adopt the guidance on trouble debt restructurings using either a prospective or modified retrospective transition. If an entity elects to apply a modified retrospective transition, it will record a cumulative effect adjustment to retained earnings in the period of adoption. The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial Statements.
In November 2021, the FASB issued new guidance requiring disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model. The guidance increases transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions to the Company’s financial statements. The guidance is effective for annual periods in 2022 and can be applied on a prospective or retrospective basis. The
Company is currently evaluating the impact of adoption on its Consolidated Financial Statements. The Company does not anticipate a material impact to its Consolidated Financial Statements.
In October 2021, the FASB issued guidance to improve the accounting for contract assets and contract liabilities from acquired revenue contracts with customers in a business combination. The guidance addresses diversity in practice and inconsistency related to the recognition of an acquired contract liability, payment terms and their effect on subsequent revenue recognized by an acquirer. The guidance is effective for the Company on January 1, 2023 and its amendments will be applied prospectively to business combinations occurring on or after the effective date of the guidance. Early adoption is permitted, including adoption in an interim period and subject to different transition requirements. The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial Statements.
In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 and December 31, 2022. The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial Statements. The Company does not anticipate a material impact to its Consolidated Financial Statements.
v3.22.1
Samsung Collaboration (Tables)
 3 Months Ended
Mar. 31, 2022
Revenue from Contract with Customer [Abstract]  
Collaborative Arrangement and Arrangement Other than Collaborative
Summarized information related to this collaboration is as follows:
Three Months Ended March 31,
($ in millions)20222021
Sales$99 $81 
Cost of sales65 53 
Selling, general and administrative18 15 
($ in millions)March 31, 2022December 31, 2021
Receivables from Samsung included in Other current assets
$26 $15 
Payables to Samsung included in Trade accounts payable
23 21 
v3.22.1
Financial Instruments (Tables)
 3 Months Ended
Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
(Gain) Loss Derivative Instruments
The Condensed Consolidated Statement of Income includes the impact of actual net gains and losses of Organon's derivative financial instruments, as well as the impact of Merck’s derivative financial instruments prior to the Separation allocated to the Company utilizing a proportional allocation method:
Three Months Ended March 31,
($ in millions)20222021
Allocated net (gains) loss in Sales
$— $32 
Foreign exchange (gains) loss in Other (income) expense, net
(4)(4)
v3.22.1
Inventories (Tables)
 3 Months Ended
Mar. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventories consisted of:
($ in millions)March 31, 2022December 31, 2021
Finished goods$373 $377 
Raw materials
78 95 
Work in process500 490 
Supplies40 40 
Total (approximates current cost)$991 $1,002 
Decrease to LIFO costs(15)(11)
 $976 $991 
Recognized as:
Inventories$946 $915 
Other assets30 76 
Schedule of Inventory, Noncurrent
Inventories consisted of:
($ in millions)March 31, 2022December 31, 2021
Finished goods$373 $377 
Raw materials
78 95 
Work in process500 490 
Supplies40 40 
Total (approximates current cost)$991 $1,002 
Decrease to LIFO costs(15)(11)
 $976 $991 
Recognized as:
Inventories$946 $915 
Other assets30 76 
v3.22.1
Long-Term Debt and Leases (Tables)
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
The following is a summary of Organon's total debt:
($ in millions)March 31, 2022December 31, 2021
Term Loan B Facility:
LIBOR plus 300 bps term loan due 2028
$2,893 $2,893 
LIBOR plus 300 bps euro-denominated term loan due 2028 (€750 million)
825 843 
4.125% secured notes due 2028
2,100 2,100 
2.875% euro-denominated secured notes due 2028 (€1.25 billion)
1,385 1,412 
5.125% notes due 2031
2,000 2,000 
Other borrowings10 10 
Other (discounts and debt issuance costs)(119)(124)
Total principal long-term debt$9,094 $9,134 
Less: Current portion of long-term debt9 9 
Total Long-term debt, net of current portion$9,085 $9,125 
Schedule of Maturities of Long-term Debt
The schedule of principal payments required on long-term debt for the next five years and thereafter is as follows:
($ in millions)
2022$7 
20239 
20249 
202537 
202643 
Thereafter9,108 
v3.22.1
Stock-based Compensation Plans (Tables)
 3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Share-based Payment Arrangement, Expensed and Capitalized, Amount
Stock-based compensation expense incurred by the Company was as follows:

Three Months Ended March 31,
($ in millions)20222021
Stock-based compensation expense recognized in:
Cost of sales$3 $2 
Selling, general and administrative 10 5 
Research and development2 4 
Income tax benefits3 2 
Schedule of Stock Option Valuation Assumptions
The Company used the Black-Scholes model to determine the fair value of the stock options as of the grant date using the following assumptions:
Three Months Ended March 31, 2022
Expected dividend yield3.12 %
Risk-free interest rate2.47 %
Expected volatility43.43 %
Expected life (years)5.89
Share-based Payment Arrangement, Performance Shares, Activity
A summary of the transactions under the 2021 Incentive Stock Plan as of March 31, 2022 follows:
Stock OptionsRestricted Share UnitsPerformance Share Units
(shares in thousands)SharesWeighted average exercise priceWeighted average grant date fair valueSharesWeighted average grant date fair valueSharesWeighted average grant date fair value
Outstanding as of December 31, 20214,394 $34.35 $8.63 3,280 $36.69 120 $51.63 
Granted556 $34.93 $11.34 2,250 $34.93 — $— 
Vested/Exercised(15)$37.39 $9.72 (116)$44.18 — $— 
Forfeited/Cancelled— $— $— (41)$36.36 — $— 
Outstanding as of March 31, 2022
4,935 $34.40 $8.93 5,373 $35.80 120 $51.63 
Share-based Payment Arrangement, Activity
The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable at March 31, 2022:
Equity Awards Vested and Expected to VestEquity Awards That are Exercisable
(shares in thousands; aggregate intrinsic value in millions)AwardsWeighted Average Exercise PriceAggregate Intrinsic ValueRemaining TermAwardsWeighted Average Exercise PriceAggregate Intrinsic ValueRemaining Term
Stock Options4,650 $34.40 $7 8.031,439 $30.59 $7 5.38
Restricted Share Units4,936 — 188 2.44— — — — 
Performance Share Units207 — 8 2.38— — — — 
v3.22.1
Other (Income) Expense, Net (Tables)
 3 Months Ended
Mar. 31, 2022
Other Income and Expenses [Abstract]  
Schedule of Other Operating and Nonoperating Income (Expense)
Other (income) expense, net, consisted of:
Three Months Ended March 31,
($ in millions)20222021
Exchange (gains) losses $(4)$(4)
Interest expense97 — 
Other, net4 2 
 $97 $(2)
v3.22.1
Other Comprehensive Income (Loss) (Tables)
 3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Changes of AOCI by Component
Changes in Accumulated other comprehensive loss by component are as follows:
($ in millions)Employee
Benefit
Plans		Cumulative
Translation
Adjustment		Accumulated Other
Comprehensive
Income (Loss)
Balance at January 1, 2021, net of taxes$(32)$(590)$(622)
Other comprehensive income (loss), pretax1 (66)(65)
Tax(3)— (3)
Other comprehensive income (loss), net of taxes(2)(66)(68)
Transfer of benefit plans from Merck affiliates$1 $— 1 
Balance at March 31,2021, net of taxes$(33)$(656)$(689)
Balance at January 1, 2022, net of taxes$(13)$(500)$(513)
Other comprehensive income (loss), pretax(1)(15)(16)
Tax— — — 
Other comprehensive loss, net of taxes(1)(15)(16)
Balance at March 31, 2022, net of taxes$(14)$(515)$(529)
v3.22.1
Product and Geographic Information (Tables)
 3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
Sales of Company's products
Revenue of the Company’s products were as follows:
Three Months Ended March 31,
20222021
($ in millions)U.S.Int’lTotalU.S.Int’lTotal
Women’s Health
Nexplanon/Implanon NXT$116 $55 $171 $141 $42 $183 
Follistim AQ30 31 61 25 27 52 
NuvaRing
16 24 41 21 24 45 
Ganirelix Acetate Injection
8 22 30 8 21 29 
Cerazette
— 18 18 — 17 17 
Other Women's Health (1)
27 31 57 40 33 73 
Biosimilars
Renflexis42 4 46 35 4 38 
Ontruzant7 15 22 4 19 22 
Brenzys— 14 14 — 10 10 
Aybintio— 10 10 — 8 8 
Hadlima— 6 6 — 2 2 
Established Brands
Cardiovascular
Zetia3 96 99 2 89 92 
Vytorin2 36 38 3 38 41 
Atozet— 119 119 — 112 112 
Rosuzet— 22 22 — 15 15 
Cozaar/Hyzaar8 86 93 3 87 90 
Other Cardiovascular (1)
1 38 39 1 38 39 
Respiratory
Singulair3 127 130 5 102 107 
Nasonex9 65 75 2 41 43 
Dulera31 9 40 31 8 38 
Clarinex1 37 38 1 23 25 
Other Respiratory (1)
12 11 22 16 6 23 
Non-Opioid Pain, Bone and Dermatology
Arcoxia— 60 60 — 56 56 
Fosamax1 40 41 1 37 38 
Diprospan— 31 31 — 26 26 
Other Non-Opioid Pain, Bone and Dermatology (1)
3 66 69 (1)62 61 
Other
Proscar— 24 24 — 32 32 
Propecia1 29 30 2 29 31 
Other (1)
8 74 83 11 78 89 
Other (2)
— 37 37 — 69 69 
Total Revenue$329 $1,238 $1,567 $351 $1,155 $1,506 
Totals may not foot due to rounding. Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.
(1) Includes sales of products not listed separately. Revenue from an arrangement for the sale of generic etonogestrel/ethinyl estradiol vaginal ring is included in Other Women's Health.
(2) Includes manufacturing sales to Merck and third parties for current and prior periods and allocated amounts from revenue hedging activities through the date of Separation.
Consolidated revenues by geographic area
Combined revenue by geographic area where derived are as follows:
Three Months Ended March 31,
($ in millions)20222021
Europe and Canada$436 $434 
United States329 351 
Asia Pacific and Japan314 278 
China236 206 
Latin America, Middle East, Russia and Africa209 167 
Other (1)
43 70 
 $1,567 $1,506 
(1) Primarily reflects manufacturing sales to Merck and third parties for current and prior periods and allocated amounts from revenue hedging activities through the date of Separation.
v3.22.1
Third Party Arrangements Related Party Disclosures (Tables)
 3 Months Ended
Mar. 31, 2022
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions The allocations reflected in the Condensed Consolidated Statement of Income for continuing operations are as follows:
Three Months Ended March 31,
($ in millions)20222021
Cost of sales$— $56 
Selling, general and administrative— 88 
Research and development— 25 
$— $169 
The following transactions represent activity between Organon Entities and Transferred Entities with other Merck affiliates prior to the Separation:
Three Months Ended March 31,
($ in millions)20222021
Included in continuing operations
Supply sales to Merck affiliates$— $85 
Purchases from Merck affiliates— 37 
Cost reimbursements and fees from Merck affiliates— 1 
Included in discontinued operations
Supply sales to Merck affiliates$— $12 
Purchases from Merck affiliates— 50 
The components of Net transfers to Merck & Co., Inc. for the three months ended March 31, 2021 were as follows:
Three Months Ended March 31,
($ in millions)2021
Cash pooling and general financing activities$867 
Cost allocations, excluding non-cash stock-based compensation(158)
Taxes deemed settled with Merck(123)
Allocated derivative and hedging (losses) gains(35)
Net transfers (from) to Merck & Co., Inc. as reflected in the Condensed Consolidated Statement of Cash Flows for Continuing Operations
$551 
Net transfers to (from) Merck included in Net Cash Provided by (Used in) Discontinued Operations482 
Total net transfers to Merck as included in the Condensed Consolidated Statement of Cash Flows$1,033 
Stock-based compensation expense (includes $3 of discontinued operations for the three months ended March 31, 2021)
(11)
Net assets contributed by Merck affiliates72 
Derecognition of amounts in Accumulated other comprehensive loss related to employee benefit plan transfers to Merck affiliates
1 
Net transfers (from) to Merck & Co., Inc. as reflected in the Condensed Consolidated Statement of Equity
$1,095 
v3.22.1
Discontinued Operations (Tables)
 3 Months Ended
Mar. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations
The components of Income (loss) from discontinued operations, net of tax for the Merck Retained Products business are as follows:
Three Months Ended March 31,
($ in millions)20222021
Sales$— $89 
Costs, Expenses and Other
Cost of Sales— 52 
Selling, general and administrative— 14 
Research and development— 4 
Other (income) expense, net— 10 
Income from discontinued operations before taxes$— $9 
Taxes on income— 5 
Income from discontinued operations, net of taxes$— $4 
v3.22.1
Earnings Per Share (Tables)
 3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The calculation of basic and diluted earnings per common share for the three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended March 31,
($ in millions and shares in thousands, except per share amounts)20222021
Net income attributable to Organon:
Income from continuing operations$348 $395 
Income from discontinued operations— 4 
Net income attributable to Organon$348 $399 
Basic weighted average number of shares outstanding253,583253,516
Stock awards and equity units (share equivalent)1,469 — 
Diluted weighted average common shares outstanding255,052253,516
Earnings Per Share Attributable to Organon common stockholders - Basic
Income from continuing operations$1.37 $1.56 
Income from discontinued operations— 0.02 
Basic earnings per common share attributable to Organon common stockholders$1.37 $1.58 
Earnings Per Share Attributable to Organon common stockholders - Diluted
Income from continuing operations1.361.56
Income from discontinued operations— 0.02 
Diluted earnings per common share attributable to Organon common stockholders$1.36 $1.58 
v3.22.1
Background and Nature of Operations (Details)
Mar. 31, 2022
manufacturingFacility
$ / shares
Dec. 31, 2021
$ / shares
May 17, 2021
$ / shares
shares
Class of Stock [Line Items]      
Number of manufacturing facilities | manufacturingFacility 6    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
Merck and Co., Inc.      
Class of Stock [Line Items]      
Common stock, par value (in dollars per share)     $ 0.50
Shares distributed to each shareholder | shares     0.1
v3.22.1
Samsung Collaboration - Narrative (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2022
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%
v3.22.1
Samsung Collaboration - Summarization of Collaboration Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Revenues $ 1,567 $ 1,506  
Cost of sales 561 591  
Selling, general and administrative 371 382  
Receivables from Samsung included in Other current assets 1,322   $ 1,382
Payables to Samsung included in Trade accounts payable 1,081   1,382
Samsung Bioepis      
Disaggregation of Revenue [Line Items]      
Revenues 99 81  
Cost of sales 65 53  
Selling, general and administrative 18 $ 15  
Receivables from Samsung included in Other current assets 26   15
Payables to Samsung included in Trade accounts payable $ 23   $ 21
v3.22.1
Acquisitions and Licensing Arrangements (Details) - Bayer AG - USD ($)
$ in Millions
 3 Months Ended
Jun. 30, 2022
Mar. 31, 2022
Asset Acquisition [Line Items]    
Transaction consideration   $ 30
Product rights    
Asset Acquisition [Line Items]    
Intangible assets acquired   $ 42
Expected useful life   10 years
Forecast    
Asset Acquisition [Line Items]    
Accrued consideration $ 35  
v3.22.1
Financial Instruments - Narrative (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Mar. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Mar. 31, 2022
EUR (€)
Jun. 30, 2021
EUR (€)
Derivative Instruments, Gain (Loss) [Line Items]        
Fair value hedge assets $ 29 $ 19    
Fair value hedge liabilities 31 5    
Accounts receivables factored 93 87    
Foreign Exchange Forward        
Derivative Instruments, Gain (Loss) [Line Items]        
Notional amount $ 1,600 $ 2,100    
Euro Denominated Term Loan B | Senior Notes        
Derivative Instruments, Gain (Loss) [Line Items]        
Face amount of debt (in euros) | €     € 750,000,000 € 750,000,000
2.875% Senior Secured Notes Due 2028 | Senior Notes | Organon Finance 1 LLC        
Derivative Instruments, Gain (Loss) [Line Items]        
Face amount of debt (in euros) | €     € 1,250,000,000  
Stated interest rate 2.875%   2.875%  
Euro Denominated Term Loan | Senior Notes        
Derivative Instruments, Gain (Loss) [Line Items]        
Face amount of debt (in euros) | €     € 1,750,000,000  
Gain on derivative $ 37      
v3.22.1
Financial Instruments (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]    
Foreign currency transaction (gain) loss $ 6 $ (7)
Sales    
Derivative Instruments, Gain (Loss) [Line Items]    
Net (gains) loss on derivatives 0 32
Other (income) expense    
Derivative Instruments, Gain (Loss) [Line Items]    
Foreign currency transaction (gain) loss $ (4) $ (4)
v3.22.1
Inventories (Details) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Finished goods $ 373 $ 377
Raw materials 78 95
Work in process 500 490
Supplies 40 40
Total (approximates current cost) 991 1,002
Decrease to LIFO costs (15) (11)
Inventory 976 991
Recognized as:    
Inventories 946 915
Other assets 30 76
Inventories valued under LIFO $ 72 $ 52
v3.22.1
Long-Term Debt and Leases - Narrative (Details)
 1 Months Ended 3 Months Ended
Jun. 30, 2021
EUR (€)
Mar. 31, 2022
USD ($)
Mar. 31, 2022
EUR (€)
Mar. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Jun. 30, 2021
USD ($)
Debt Instrument [Line Items]            
Other (discounts and debt issuance costs)       $ 119,000,000 $ 124,000,000  
Fair value of long-term debt       9,000,000,000 9,400,000,000  
Long-term debt       $ 9,094,000,000 9,134,000,000  
Debt instrument interest payments   $ 32,000,000        
Average maturity of long-term debt   6 years 8 months 12 days        
Weighted average interest rate of debt   3.90%        
Senior Notes | Term Loan B Facility            
Debt Instrument [Line Items]            
Face amount of debt           $ 3,000,000,000
Senior Notes | 2.875% Senior Secured Notes Due 2028 | Organon Finance 1 LLC            
Debt Instrument [Line Items]            
Face amount of debt | €     € 1,250,000,000      
Stated interest rate     2.875% 2.875%    
Senior Notes | 4.125% Senior Secured Notes Due 2028 | Organon Finance 1 LLC            
Debt Instrument [Line Items]            
Stated interest rate     4.125% 4.125%    
Senior Notes | 5.125% Senior Unsecured Notes Due 2031 | Organon Finance 1 LLC            
Debt Instrument [Line Items]            
Stated interest rate     5.125% 5.125%    
Senior Notes | Euro Denominated Term Loan B            
Debt Instrument [Line Items]            
Face amount of debt | € € 750,000,000   € 750,000,000      
Revolving Credit Facility            
Debt Instrument [Line Items]            
Debt term 5 years          
Borrowing capacity           $ 1,000,000,000
Unused capacity commitment fee percentage 0.50%          
Step down on unused capacity commitment fee 0.375%          
Line of credit       $ 0 $ 0  
v3.22.1
Long-Term Debt and Leases - Summary of Debt (Details)
 3 Months Ended
Mar. 31, 2022
USD ($)
Mar. 31, 2022
EUR (€)
Dec. 31, 2021
USD ($)
Jun. 30, 2021
USD ($)
Jun. 30, 2021
EUR (€)
Debt Instrument [Line Items]          
Other (discounts and debt issuance costs) $ (119,000,000)   $ (124,000,000)    
Total principal long-term debt 9,094,000,000   9,134,000,000    
Current portion of long-term debt 9,000,000   9,000,000    
Total Long-term debt, net of current portion 9,085,000,000   9,125,000,000    
Notes Payable, Other Payables          
Debt Instrument [Line Items]          
Long-term debt 10,000,000   10,000,000    
Term Loan B Facility | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 2,893,000,000   2,893,000,000    
Face amount of debt       $ 3,000,000,000  
Term Loan B Facility | Senior Notes | London Interbank Offered Rate (LIBOR)          
Debt Instrument [Line Items]          
Spread on variable rate 3.00%        
Euro Denominated Term Loan B | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 825,000,000   843,000,000    
Face amount of debt | €   € 750,000,000     € 750,000,000
Euro Denominated Term Loan B | Senior Notes | London Interbank Offered Rate (LIBOR)          
Debt Instrument [Line Items]          
Spread on variable rate 3.00%        
4.125% Senior Secured Notes Due 2028 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 2,100,000,000   2,100,000,000    
4.125% Senior Secured Notes Due 2028 | Senior Notes | Organon Finance 1 LLC          
Debt Instrument [Line Items]          
Stated interest rate 4.125% 4.125%      
2.875% Senior Secured Notes Due 2028 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 1,385,000,000   1,412,000,000    
2.875% Senior Secured Notes Due 2028 | Senior Notes | Organon Finance 1 LLC          
Debt Instrument [Line Items]          
Stated interest rate 2.875% 2.875%      
Face amount of debt | €   € 1,250,000,000      
5.125% Senior Unsecured Notes Due 2031 | Senior Notes          
Debt Instrument [Line Items]          
Long-term debt $ 2,000,000,000   $ 2,000,000,000    
5.125% Senior Unsecured Notes Due 2031 | Senior Notes | Organon Finance 1 LLC          
Debt Instrument [Line Items]          
Stated interest rate 5.125% 5.125%      
v3.22.1
Long-Term Debt and Leases - Schedule of Debt Principal Payments (Details)
$ in Millions
Mar. 31, 2022
USD ($)
Debt Disclosure [Abstract]  
2022 $ 7
2023 9
2024 9
2025 37
2026 43
Thereafter $ 9,108
v3.22.1
Contingencies (Details)
$ in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2014
case
Mar. 31, 2022
USD ($)
case
Dec. 31, 2018
USD ($)
Dec. 31, 2021
USD ($)
Loss Contingencies [Line Items]        
Amount of legal defense reserves | $   $ 9.0   $ 9.0
Fosamax        
Loss Contingencies [Line Items]        
Number of pending claims   3,460    
Fosamax | Federal | Femur Fracture Litigation        
Loss Contingencies [Line Items]        
Number of pending claims   975    
Number of claims dismissed 650      
Number of claims on appeal   515    
Fosamax | New Jersey State Court | Femur Fracture Litigation        
Loss Contingencies [Line Items]        
Number of pending claims   2,205    
Fosamax | California State Court | Femur Fracture Litigation        
Loss Contingencies [Line Items]        
Number of pending claims   275    
Fosamax | Other State Courts | Femur Fracture Litigation        
Loss Contingencies [Line Items]        
Number of pending claims   4    
Propecia/ Proscar | U.S.        
Loss Contingencies [Line Items]        
Number of pending claims   3    
Propecia/ Proscar | Outside the United States        
Loss Contingencies [Line Items]        
Number of pending claims   18    
Number of pending class actions   2    
Number of pending putative class actions   4    
Propecia/ Proscar | New Jersey Coordinated Proceedings        
Loss Contingencies [Line Items]        
Amount awarded to other party | $     $ 4.3  
Plaintiff participation percentage     95.00%  
Plaintiff clawback participation rate percentage     100.00%  
Nexplanon/Implanon NXT | Outside the United States        
Loss Contingencies [Line Items]        
Number of pending claims   18    
Nexplanon | Outside the United States        
Loss Contingencies [Line Items]        
Number of pending claims   4    
Nexplanon | Western District of Arkansas        
Loss Contingencies [Line Items]        
Number of pending claims   1    
Implanon | Outside the United States        
Loss Contingencies [Line Items]        
Number of pending claims   14    
Implanon | Northern District of Ohio        
Loss Contingencies [Line Items]        
Number of pending claims   2    
Number of unfiled claims   56    
v3.22.1
Stock-based Compensation Plans - Narrative (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2022
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Amount of unrecognized compensation costs $ 178
Amount of unrecognized compensation costs period for recognition 2 years 5 months 1 day
Options | 2021 Incentive Stock Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award expiration period 10 years
Award vesting rights three-year
Award vesting rights, percentage 33.30%
Restricted Stock Units (RSUs) | 2021 Incentive Stock Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting rights three-year
Award vesting rights, percentage 33.30%
Performance Share Units | 2021 Incentive Stock Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting rights three years
v3.22.1
Stock-based Compensation Plans - Summary of Transactions (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Income tax benefits $ 3 $ 2
Cost of sales    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Research and development 3 2
Selling, general and administrative    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Research and development 10 5
Research and development    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Research and development $ 2 $ 4
v3.22.1
Stock-based Compensation Plans - Stock Option Valuation Assumptions (Details)
 3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Expected dividend yield 3.12%
Risk-free interest rate 2.47%
Expected volatility 43.43%
Expected life (years) 5 years 10 months 20 days
v3.22.1
Stock-based Compensation Plans - Summary of Transactions (Details)
 3 Months Ended
Mar. 31, 2022
$ / shares
shares
Stock Options  
Outstanding at December 31, 2021 (in shares) | shares 4,394,000
Grants (in shares) | shares 556,000
Vested/Exercised (in shares) | shares (15,000)
Forfeited/Cancelled (in shares) | shares 0
Outstanding at March 31, 2022 (in shares) | shares 4,935,000
Stock Options Weighted Average Exercise Price  
Options outstanding, Weighted average exercise price per share - December 31, 2021 (in usd per share) $ 34.35
Options Granted, Weighted average exercise price per share (in usd per share) 34.93
Options Vested/Exercised, Weighted average exercise price per share (in usd per share) 37.39
Options Forfeited/Cancelled, Weighted average exercise price per share (in usd per share) 0
Options outstanding, Weighted average exercise price per share - March 31, 2022 (in usd per share) 34.40
Stock Options Weighted Average Grant Date Fair Value  
Options outstanding, Weighted average grant date fair value price per share - December 31, 2021 (in usd per share) 8.63
Granted, Weighted average grant date fair value price per share (in usd per share) 11.34
Vested/Exercised, Weighted average grant date fair value price per share (in usd per share) 9.72
Forfeited/Cancelled, Weighted average grant date fair value price per share (in usd per share) 0
Options outstanding, Weighted average grant date fair value price per share - March 31, 2022 (in usd per share) $ 8.93
Restricted Share Units  
Outstanding Share Awards  
Outstanding as of December 31, 2021 (in shares) | shares 3,280,000
Granted (in shares) | shares 2,250,000
Vested/ Exercised (in shares) | shares (116,000)
Forfeited/Cancelled (in shares) | shares (41,000)
Outstanding at March 31, 2022 (in shares) | shares 5,373,000
Weighted Average Grant Date Fair Value  
Outstanding, Weighted average grant date fair value at December 31, 2021 (in USD per share) $ 36.69
Granted, Weighted average grant date fair value (in USD per share) 34.93
Vested/Exercised, Weighted average grant date fair value (in USD per share) 44.18
Forfeited/Cancelled, Weighted average grant date fair value (in USD per share) 36.36
Outstanding, Weighted average grant date fair value at March 31, 2022 (in USD per share) $ 35.80
Performance Share Units  
Outstanding Share Awards  
Outstanding as of December 31, 2021 (in shares) | shares 120,000
Granted (in shares) | shares 0
Vested/ Exercised (in shares) | shares 0
Forfeited/Cancelled (in shares) | shares 0
Outstanding at March 31, 2022 (in shares) | shares 120,000
Weighted Average Grant Date Fair Value  
Outstanding, Weighted average grant date fair value at December 31, 2021 (in USD per share) $ 51.63
Granted, Weighted average grant date fair value (in USD per share) 0
Vested/Exercised, Weighted average grant date fair value (in USD per share) 0
Forfeited/Cancelled, Weighted average grant date fair value (in USD per share) 0
Outstanding, Weighted average grant date fair value at March 31, 2022 (in USD per share) $ 51.63
v3.22.1
Stock-based Compensation Plans - Equity Awards Outstanding (Details)
$ / shares in Units, $ in Millions
 3 Months Ended
Mar. 31, 2022
USD ($)
$ / shares
shares
Equity Awards Vested and Expected to Vest  
Stock Options, Awards (in shares) | shares 4,650,000
Stock Options, Average Price (in usd per share) | $ / shares $ 34.40
Stock Options, Aggregate Intrinsic Value | $ $ 7
Stock Options, Remaining Term (in years) 8 years 10 days
Equity Awards That are Exercisable  
Stock Options, Awards (in shares) | shares 1,439,000
Stock Options, Average Price (in usd per share) | $ / shares $ 30.59
Stock Options, Aggregate Intrinsic Value | $ $ 7
Stock Options, Remaining Term 5 years 4 months 17 days
Restricted Share Units  
Equity Awards Vested and Expected to Vest  
Restricted Stock, Awards (in shares) | shares 4,936,000
Restricted Stock, Average Price (in usd per share) | $ / shares $ 0
Restricted Stock, Aggregate Intrinsic Value | $ $ 188
Restricted Stock, Remaining Term 2 years 5 months 8 days
Equity Awards That are Exercisable  
Restricted Stock, Awards (in shares) | shares 0
Restricted Stock, Average Price (in usd per share) | $ / shares $ 0
Restricted Stock, Aggregate Intrinsic Value | $ $ 0
Performance Share Units  
Equity Awards Vested and Expected to Vest  
Restricted Stock, Awards (in shares) | shares 207,000
Restricted Stock, Average Price (in usd per share) | $ / shares $ 0
Restricted Stock, Aggregate Intrinsic Value | $ $ 8
Restricted Stock, Remaining Term 2 years 4 months 17 days
Equity Awards That are Exercisable  
Restricted Stock, Awards (in shares) | shares 0
Restricted Stock, Average Price (in usd per share) | $ / shares $ 0
Restricted Stock, Aggregate Intrinsic Value | $ $ 0
v3.22.1
Other (Income) Expense, Net (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Other Income and Expenses [Abstract]    
Exchange (gains) losses $ (4) $ (4)
Interest expense 97 0
Other, net 4 2
Other (income) expense, net $ 97 $ (2)
v3.22.1
Taxes on Income (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Tax Disclosure [Abstract]    
Effective income tax rate 21.30% 15.50%
Income taxes paid   $ 18
Tax benefits recognized related to settlement   $ 29
v3.22.1
Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance $ (1,508) $ 5,486
Other comprehensive income (loss), pretax (16) (65)
Tax 0 (3)
Other comprehensive income (loss), net of taxes (16) (68)
Transfer of benefit plans from Merck affiliates   1
Ending balance (1,250) 4,722
Accumulated Other Comprehensive (Loss) Income    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (513) (622)
Ending balance (529) (689)
Employee Benefit Plans    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (13) (32)
Other comprehensive income (loss), pretax (1) 1
Tax 0 (3)
Other comprehensive income (loss), net of taxes (1) (2)
Transfer of benefit plans from Merck affiliates   1
Ending balance (14) (33)
Cumulative Translation Adjustment    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (500) (590)
Other comprehensive income (loss), pretax (15) (66)
Other comprehensive income (loss), net of taxes (15) (66)
Ending balance $ (515) $ (656)
v3.22.1
Product and Geographic Information - Narrative (Details)
 3 Months Ended
Mar. 31, 2022
segment
Segment Reporting [Abstract]  
Number of operating segments 1
v3.22.1
Product and Geographic Information - Sales of Company's Products (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Revenue from External Customer [Line Items]    
Revenues $ 1,567 $ 1,506
Nexplanon/Implanon NXT    
Revenue from External Customer [Line Items]    
Revenues 171 183
Follistim AQ    
Revenue from External Customer [Line Items]    
Revenues 61 52
NuvaRing    
Revenue from External Customer [Line Items]    
Revenues 41 45
Ganirelix Acetate Injection    
Revenue from External Customer [Line Items]    
Revenues 30 29
Cerazette    
Revenue from External Customer [Line Items]    
Revenues 18 17
Other Womens Health    
Revenue from External Customer [Line Items]    
Revenues 57 73
Renflexis    
Revenue from External Customer [Line Items]    
Revenues 46 38
Ontruzant    
Revenue from External Customer [Line Items]    
Revenues 22 22
Brenzys    
Revenue from External Customer [Line Items]    
Revenues 14 10
Aybintio    
Revenue from External Customer [Line Items]    
Revenues 10 8
Hadlima    
Revenue from External Customer [Line Items]    
Revenues 6 2
Zetia    
Revenue from External Customer [Line Items]    
Revenues 99 92
Vytorin    
Revenue from External Customer [Line Items]    
Revenues 38 41
Atozet    
Revenue from External Customer [Line Items]    
Revenues 119 112
Rosuzet    
Revenue from External Customer [Line Items]    
Revenues 22 15
Cozaar/Hyzaar    
Revenue from External Customer [Line Items]    
Revenues 93 90
Other Cardiovascular    
Revenue from External Customer [Line Items]    
Revenues 39 39
Singulair    
Revenue from External Customer [Line Items]    
Revenues 130 107
Nasonex    
Revenue from External Customer [Line Items]    
Revenues 75 43
Dulera    
Revenue from External Customer [Line Items]    
Revenues 40 38
Clarinex    
Revenue from External Customer [Line Items]    
Revenues 38 25
Other Respiratory    
Revenue from External Customer [Line Items]    
Revenues 22 23
Arcoxia    
Revenue from External Customer [Line Items]    
Revenues 60 56
Fosamax    
Revenue from External Customer [Line Items]    
Revenues 41 38
Diprospan    
Revenue from External Customer [Line Items]    
Revenues 31 26
Other Non-Opiod Pain, Bone and Dermatology    
Revenue from External Customer [Line Items]    
Revenues 69 61
Proscar    
Revenue from External Customer [Line Items]    
Revenues 24 32
Propecia    
Revenue from External Customer [Line Items]    
Revenues 30 31
Other    
Revenue from External Customer [Line Items]    
Revenues 83 89
Other    
Revenue from External Customer [Line Items]    
Revenues 37 69
U.S.    
Revenue from External Customer [Line Items]    
Revenues 329 351
U.S. | Nexplanon/Implanon NXT    
Revenue from External Customer [Line Items]    
Revenues 116 141
U.S. | Follistim AQ    
Revenue from External Customer [Line Items]    
Revenues 30 25
U.S. | NuvaRing    
Revenue from External Customer [Line Items]    
Revenues 16 21
U.S. | Ganirelix Acetate Injection    
Revenue from External Customer [Line Items]    
Revenues 8 8
U.S. | Cerazette    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Other Womens Health    
Revenue from External Customer [Line Items]    
Revenues 27 40
U.S. | Renflexis    
Revenue from External Customer [Line Items]    
Revenues 42 35
U.S. | Ontruzant    
Revenue from External Customer [Line Items]    
Revenues 7 4
U.S. | Brenzys    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Aybintio    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Hadlima    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Zetia    
Revenue from External Customer [Line Items]    
Revenues 3 2
U.S. | Vytorin    
Revenue from External Customer [Line Items]    
Revenues 2 3
U.S. | Atozet    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Rosuzet    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Cozaar/Hyzaar    
Revenue from External Customer [Line Items]    
Revenues 8 3
U.S. | Other Cardiovascular    
Revenue from External Customer [Line Items]    
Revenues 1 1
U.S. | Singulair    
Revenue from External Customer [Line Items]    
Revenues 3 5
U.S. | Nasonex    
Revenue from External Customer [Line Items]    
Revenues 9 2
U.S. | Dulera    
Revenue from External Customer [Line Items]    
Revenues 31 31
U.S. | Clarinex    
Revenue from External Customer [Line Items]    
Revenues 1 1
U.S. | Other Respiratory    
Revenue from External Customer [Line Items]    
Revenues 12 16
U.S. | Arcoxia    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Fosamax    
Revenue from External Customer [Line Items]    
Revenues 1 1
U.S. | Diprospan    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Other Non-Opiod Pain, Bone and Dermatology    
Revenue from External Customer [Line Items]    
Revenues 3 (1)
U.S. | Proscar    
Revenue from External Customer [Line Items]    
Revenues 0 0
U.S. | Propecia    
Revenue from External Customer [Line Items]    
Revenues 1 2
U.S. | Other    
Revenue from External Customer [Line Items]    
Revenues 8 11
U.S. | Other    
Revenue from External Customer [Line Items]    
Revenues 0 0
International    
Revenue from External Customer [Line Items]    
Revenues 1,238 1,155
International | Nexplanon/Implanon NXT    
Revenue from External Customer [Line Items]    
Revenues 55 42
International | Follistim AQ    
Revenue from External Customer [Line Items]    
Revenues 31 27
International | NuvaRing    
Revenue from External Customer [Line Items]    
Revenues 24 24
International | Ganirelix Acetate Injection    
Revenue from External Customer [Line Items]    
Revenues 22 21
International | Cerazette    
Revenue from External Customer [Line Items]    
Revenues 18 17
International | Other Womens Health    
Revenue from External Customer [Line Items]    
Revenues 31 33
International | Renflexis    
Revenue from External Customer [Line Items]    
Revenues 4 4
International | Ontruzant    
Revenue from External Customer [Line Items]    
Revenues 15 19
International | Brenzys    
Revenue from External Customer [Line Items]    
Revenues 14 10
International | Aybintio    
Revenue from External Customer [Line Items]    
Revenues 10 8
International | Hadlima    
Revenue from External Customer [Line Items]    
Revenues 6 2
International | Zetia    
Revenue from External Customer [Line Items]    
Revenues 96 89
International | Vytorin    
Revenue from External Customer [Line Items]    
Revenues 36 38
International | Atozet    
Revenue from External Customer [Line Items]    
Revenues 119 112
International | Rosuzet    
Revenue from External Customer [Line Items]    
Revenues 22 15
International | Cozaar/Hyzaar    
Revenue from External Customer [Line Items]    
Revenues 86 87
International | Other Cardiovascular    
Revenue from External Customer [Line Items]    
Revenues 38 38
International | Singulair    
Revenue from External Customer [Line Items]    
Revenues 127 102
International | Nasonex    
Revenue from External Customer [Line Items]    
Revenues 65 41
International | Dulera    
Revenue from External Customer [Line Items]    
Revenues 9 8
International | Clarinex    
Revenue from External Customer [Line Items]    
Revenues 37 23
International | Other Respiratory    
Revenue from External Customer [Line Items]    
Revenues 11 6
International | Arcoxia    
Revenue from External Customer [Line Items]    
Revenues 60 56
International | Fosamax    
Revenue from External Customer [Line Items]    
Revenues 40 37
International | Diprospan    
Revenue from External Customer [Line Items]    
Revenues 31 26
International | Other Non-Opiod Pain, Bone and Dermatology    
Revenue from External Customer [Line Items]    
Revenues 66 62
International | Proscar    
Revenue from External Customer [Line Items]    
Revenues 24 32
International | Propecia    
Revenue from External Customer [Line Items]    
Revenues 29 29
International | Other    
Revenue from External Customer [Line Items]    
Revenues 74 78
International | Other    
Revenue from External Customer [Line Items]    
Revenues $ 37 $ 69
v3.22.1
Product and Geographic Information - Revenues by Geographic Area (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Revenue from External Customer [Line Items]    
Revenues $ 1,567 $ 1,506
Europe and Canada    
Revenue from External Customer [Line Items]    
Revenues 436 434
United States    
Revenue from External Customer [Line Items]    
Revenues 329 351
Asia Pacific and Japan    
Revenue from External Customer [Line Items]    
Revenues 314 278
China    
Revenue from External Customer [Line Items]    
Revenues 236 206
Latin America, Middle East, Russia and Africa    
Revenue from External Customer [Line Items]    
Revenues 209 167
Other    
Revenue from External Customer [Line Items]    
Revenues $ 43 $ 70
v3.22.1
Third Party Arrangements Related Party Disclosures - Allocations Included in Statement of Operations (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Related Party Transaction [Line Items]    
Cost of sales $ 561 $ 591
Selling, general and administrative 371 382
Research and development 96 67
Costs, Expenses And Other 1,125 1,039
Related Party | Merck and Co., Inc. | Transition Services Agreement    
Related Party Transaction [Line Items]    
Cost of sales 0 56
Selling, general and administrative 0 88
Research and development 0 25
Costs, Expenses And Other $ 0 $ 169
v3.22.1
Third Party Arrangements Related Party Disclosures - Transactions with Merck Affiliates (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Discontinued Operations    
Related Party Transaction [Line Items]    
Supply sales to Merck affiliates   $ 12
Purchases from Merck affiliates   50
Other Merck Affiliates | Continuing Operations    
Related Party Transaction [Line Items]    
Supply sales to Merck affiliates $ 0 85
Purchases from Merck affiliates 0 37
Other Merck Affiliates | Continuing Operations | Cost Reimbursements and Fees    
Related Party Transaction [Line Items]    
Cost reimbursements and fees from Merck affiliates 0 1
Other Merck Affiliates | Discontinued Operations    
Related Party Transaction [Line Items]    
Supply sales to Merck affiliates 0 12
Purchases from Merck affiliates $ 0 $ 50
v3.22.1
Third Party Arrangements Related Party Disclosures - Net Transfers to Parent (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2021
USD ($)
Related Party Transaction [Line Items]  
Cash pooling and general financing activities $ 867
Cost allocations, excluding non-cash stock-based compensation (158)
Taxes deemed settled with Merck (123)
Allocated derivative and hedging (losses) gains (35)
Net transfers (from) to Merck & Co., Inc. as reflected in the Condensed Consolidated Statement of Cash Flows for Continuing Operations 551
Net transfers to (from) Merck included in Net Cash Provided by (Used in) Discontinued Operations 482
Total net transfers to Merck as included in the Condensed Consolidated Statement of Cash Flows 1,033
Stock-based compensation expense (includes $3 of discontinued operations for the three months ended March 31, 2021) (11)
Net assets contributed by Merck affiliates 72
Derecognition of amounts in Accumulated other comprehensive loss related to employee benefit plan transfers to Merck affiliates 1
Net transfers (from) to Merck & Co., Inc. as reflected in the Condensed Consolidated Statement of Equity 1,095
Discontinued Operations  
Related Party Transaction [Line Items]  
Stock-based compensation expense (includes $3 of discontinued operations for the three months ended March 31, 2021) $ 3
v3.22.1
Third Party Arrangements Related Party Disclosures - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Related Party Transaction [Line Items]    
Accounts receivable $ 358.0 $ 403.0
Accounts payable 700.0 $ 928.0
Related Party    
Related Party Transaction [Line Items]    
Related party sales 33.0  
Cost of sales $ 29.0  
v3.22.1
Discontinued Operations - Narrative (Details) - Discontinued Operations
$ in Millions
 3 Months Ended
Mar. 31, 2021
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Related party sales $ 12
Costs for inventory purchases $ 50
v3.22.1
Discontinued Operations - Components of Income (Loss) from Discontinued Operations (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Costs, Expenses and Other    
Income from discontinued operations, net of taxes $ 0 $ 4
Discontinued Operations, Held-for-sale or Disposed of by Sale    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Sales 0 89
Costs, Expenses and Other    
Cost of Sales 0 52
Selling, general and administrative 0 14
Research and development 0 4
Other (income) expense, net 0 10
Income from discontinued operations before taxes 0 9
Taxes on income 0 5
Income from discontinued operations, net of taxes $ 0 $ 4
v3.22.1
Earnings per Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 3 Months Ended
Jun. 02, 2021
Mar. 31, 2022
Mar. 31, 2021
Earnings Per Share [Abstract]      
Net income from continuing operations   $ 348 $ 395
Income from discontinued operations   0 4
Net Income   $ 348 $ 399
Basic weighted average number of shares outstanding 253,516 253,583 253,516
Stock awards and equity units (share equivalent)   1,469 0
Diluted weighted average common shares outstanding   255,052 253,516
Earnings per Share Attributable to Organon & Co. Stockholders - Basic:      
Continuing operations (in dollars per share)   $ 1.37 $ 1.56
Loss from discontinued operations (in dollars per share)   0 0.02
Net Earnings per Share Attributable to Organon & Co. Stockholders - Basic (in dollars per share)   1.37 1.58
Earnings per Share Attributable to Organon & Co. Stockholders - Diluted:      
Continuing operations (in dollars per share)   1.36 1.56
Loss from discontinued operations (in dollars per share)   0 0.02
Net Earnings per Share Attributable to Organon & Co. Stockholders - Diluted (in dollars per share)   $ 1.36 $ 1.58
v3.22.1
Earnings per Share - Narrative (Details) - $ / shares
shares in Millions
 3 Months Ended
Mar. 17, 2022
Mar. 31, 2022
Sep. 30, 2021
Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Cash dividends paid (in dollar per share) $ 0.28   $ 0.28 $ 0.28
Share-based compensation plans        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share   4.9    
v3.22.1
Subsequent Events - Narrative (Details) - Forecast - Dare Bioscience, Inc.
$ in Millions
 3 Months Ended
Jun. 30, 2022
USD ($)
Subsequent Event [Line Items]  
Upfront payments $ 10.0
Commercial milestone payments $ 182.5