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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Form 10-Q

________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File No. 001-40235

Organon & Co.

(Exact name of registrant as specified in its charter)


Delaware		46-4838035
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

30 Hudson Street, Floor 33
Jersey City,	New Jersey	07302
(Address of principal executive offices) (zip code)

(Registrant’s telephone number, including area code) (551) 430-6900


			Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	OGN	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding as of the close of business on April 26, 2024: 257,170,727

Table of Contents


		Page No.
PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Stockholders ’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8

















Item 2.	Management ’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29
PART II	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Organon & Co.

Condensed Consolidated Statements of Income

(Unaudited, $ in millions except shares in thousands and per share amounts)


	Three Months Ended March 31,
	2024		2023
Revenues	$	1,622	$	1,538
Costs, Expenses and Other
Cost of sales	665		580
Selling, general and administrative	431		435
Research and development	112		129
Acquired in-process research and development and milestones	15		8
Restructuring costs	23		4
Interest expense	131		132
Exchange losses	6		9
Other expense, net	3		6
	1,386		1,303
Income Before Income Taxes	236		235
Taxes on income	35		58


Net Income	$	201	$	177

Earnings per Share:


Basic	$	0.78	$	0.70




Diluted	$	0.78	$	0.69

Weighted Average Shares Outstanding:
Basic	255,695		254,392
Diluted	258,362		256,170

The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.

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Organon & Co.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, $ in millions)


	Three Months Ended March 31,
	2024		2023
Net income	$	201	$	177
Other Comprehensive (Loss) Income, Net of Taxes:
Benefit plan net gain and prior service credit, net of amortization	1		—
Cumulative translation adjustment	(37)		30
	(36)		30
Comprehensive income	$	165	$	207

The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.

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Organon & Co.

Condensed Consolidated Balance Sheets

(Unaudited, $ in millions except shares in thousands and per share amounts)


	March 31, 2024		December 31, 2023

Assets
Current Assets:
Cash and cash equivalents	$	575	$	693
Accounts receivable (net of allowance for doubtful accounts of $11 in 2024 and $9 in 2023)	1,547		1,744
Inventories (excludes inventories of $101 in 2024 and $110 in 2023 classified in Other assets)	1,263		1,315
Other current assets	811		756
Total Current Assets	4,196		4,508
Property, plant and equipment, net	1,180		1,183
Goodwill	4,603		4,603
Intangibles, net	718		533
Other assets	1,194		1,231
Total Assets	$	11,891	$	12,058

Liabilities and Equity
Current Liabilities:
Current portion of long-term debt	$	9	$	9
Trade accounts payable	955		1,314
Accrued and other current liabilities	1,385		1,389
Income taxes payable	196		206
Total Current Liabilities	2,545		2,918
Long-term debt	8,705		8,751
Deferred income taxes	44		47
Other noncurrent liabilities	549		412
Total Liabilities	11,843		12,128
Contingencies (Note 15)

Organon & Co. Stockholders’ Equity (Deficit):
Common stock, $0.01 par value Authorized - 500,000 Issued and outstanding - 255,847 in 2024 and 255,626 in 2023	3		3
Additional paid-in capital	49		25
Retained earnings	573		443
Accumulated other comprehensive loss	(577)		(541)
Total Stockholders’ Equity (Deficit)	48		(70)
Total Liabilities and Stockholders’ Equity (Deficit)	$	11,891	$	12,058

The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.

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Organon & Co.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited, $ in millions, except shares in thousands and per share amounts)


	Common Stock			Additional Paid-In Capital		Retained Earnings and (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total
	Shares	Par Value
Balance at January 1, 2023	254,370	$	3	$	—	$	(331)	$	(564)	$	(892)
Net income	—	—		—		177		—		177
Other comprehensive income, net of taxes	—	—		—		—		30		30
Cash dividends declared on common stock ($0.28 per share)	—	—		—		(73)		—		(73)
Stock-based compensation plans and other	62	—		—		21		—		21

Balance at March 31, 2023	254,432	$	3

SEC Form 10-Q filed by Organon & Co.