Organon & Co_December 31, 2024

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 Form 10-K/A
 Amendment No. 1

 (Mark One)

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

 For the fiscal year ended December 31, 2024

 OR

 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
 (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

 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

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 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, 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.:

 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the closing price at which the Common Stock was sold as of the end of the second fiscal quarter ended June 30, 2024, was approximately $ 5.3 billion.
 The number of shares of Common Stock outstanding as of the close of business on February 25, 2025: 257,950,149
 DOCUMENTS INCORPORATED BY REFERENCE
 The information required by Part III is incorporated by reference from the Registrant's definitive proxy statement for its 2025 Annual Meeting of Stockholders (the "2025 Proxy Statement"), that was filed pursuant to Regulation 14A with the United States Securities and Exchange Commission ("SEC") within 120 days after the end of the fiscal year to which this report relates.

 Page

 Explanatory Note

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 8. Financial Statements and Supplementary Data

 Item 9A. Controls and Procedures

 Item 15. Exhibits, Financial Statement Schedules

 Signatures

 The following notations in this Annual Report on Form 10-K, as amended, have the meanings as set forth below:
 Indicates, in this Annual Report on Form 10-K, as amended, brand names of products, which are not available in the United States.
 Indicates brand names of products that are trademarks not owned by Organon. Specific trademark ownership information is included in the Exhibit Index at the end of this Annual Report on Form 10-K, as amended.

 Explanatory Note
 On October 27, 2025, Organon & Co. ("Organon," the "Company," "we," "our," or "us") announced an internal investigation conducted by the Audit Committee (the "Audit Committee") of the Company's Board of Directors (the "Board") regarding the Company's sales practices for wholesalers as described in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on October 27, 2025 (the "Form 8-K"). Following the Audit Committee investigation findings and as a result of the material weaknesses in our internal control over financial reporting that were identified and are described below, the Company is filing this Amendment No. 1 (this "Amendment") to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 28, 2025 (the "Original Form 10-K").
 This Amendment amends and/or restates:
 (i)
 Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" solely for the purpose of amending certain disclosures regarding the increased demand with respect to Nexplanon in the U.S. that appears in our discussion of our financial condition and results of operations for the years ended December 31, 2024 and 2023 (as relates to Nexplanon sales during the third and fourth quarters of 2024) and our discussion of our results of operations for the years ended December 31, 2023 and 2022 (as relates to Nexplanon sales during the fourth quarter of 2022);

 (ii)
 the report of PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, in Item 8. "Financial Statements and Supplementary Data" to reflect that the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2024;

 (iii)
 Item 9A. "Controls and Procedures", including "Management's Report on Internal Control Over Financial Reporting", to reflect the ineffective disclosure controls and procedures and internal control over financial reporting as of December 31, 2024 as a result of the material weaknesses; and

 (iv)
 Item 15. "Exhibits, Financial Statement Schedules" to reflect the new certifications and consent referenced above.

 This Amendment also includes the following exhibits to replace exhibits previously filed:
 (i)
 new currently dated certifications (as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the Company's principal executive officer and principal financial officer; and

 (ii)
 a new consent from PricewaterhouseCoopers LLP.

 Except as set forth herein, this Amendment does not modify or update disclosures included in the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Among other things, risk factors and forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and any such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Company's filings with the SEC that were made subsequent to the filing of the Original Form 10-K and this Amendment.
 Overview of Audit Committee Investigation and Findings
 As disclosed in the Form 8-K, after concerns regarding the Company's sales practices for wholesalers for Nexplanon were brought to the Board's attention, the Audit Committee oversaw an independent, internal investigation into these sales practices. The Audit Committee's investigation focused on the Company's sales of Nexplanon to wholesalers. The investigation found that the Company asked two wholesalers in the United States to purchase greater quantities of Nexplanon at the end of the fourth quarter of 2022, the third and fourth quarters of 2024 and the first, second and third quarters of 2025 (collectively, the "Relevant Periods") than they otherwise would have purchased based on wholesaler demand. In certain instances, the Company waived inventory management fee performance metrics associated with caps on days of inventory to allow wholesalers to be paid the inventory management fees they would have earned but for the Company's ask to purchase additional inventory. As a result of these purchases, the United States wholesalers significantly decreased or even halted their purchases of Nexplanon during the early weeks of the following quarters until their days of inventory on hand were reduced to levels within the contractual range. Although the incremental amount of Nexplanon sales that occurred during the Relevant Periods represented less than 1% of the Company's consolidated revenue for the year ended December 31, 2022 or December 31, 2024 as applicable (and less than 2% of the Company's consolidated revenue for the relevant quarterly periods), based on the results of the investigation, the Company has determined that without these sales practices, the Company's consolidated revenue for the fiscal year ended December 31, 2024 reported in the Original Form 10-K (and certain of the other Relevant Periods) would have fallen short of the Company's guidance range and/or certain external expectations. The Audit Committee investigation did not find that the use of these sales practices for wholesalers extended to sales other than sales of Nexplanon in the United States during the Relevant Periods, or that these sales practices for wholesalers were otherwise used for any other Company products.

 In connection with the investigation, the Audit Committee found that (i) the Company's former Chief Executive Officer and leader of the Company's U.S. commercial organization applied inappropriate pressure to achieve sales targets, which resulted in two United States wholesalers being asked to purchase inventory in excess of current customer demand for Nexplanon, (ii) the Company's processes with respect to reporting and documenting the sales practices for wholesalers during the Relevant Periods, including with respect to inventory management fee performance metric waivers, were not followed, (iii) the former Chief Executive Officer did not reasonably ensure that relevant information was appropriately communicated; rather, relevant information was withheld from the Company's independent directors, the Audit Committee, and the independent registered public accounting firm, and (iv) the former Chief Executive Officer and leader of the Company's U.S. commercial organization engaged in inappropriate business conduct that violated the Company's Code of Conduct. There were no investigative findings that other members of the Company's executive leadership team, including the Company's Chief Financial Officer, or any member of the Company's accounting and financial reporting group involved in the preparation of the Company's financial statements, were aware that these sales practices resulted in the United States wholesalers being asked to purchase inventory that exceeded their demand or contractual limits, or that waivers were given so that the United States wholesalers would continue to receive inventory management fees. The Audit Committee's investigation is complete.
 Based on the results of the Audit Committee's investigation, the Company determined that these sales practices for wholesalers involving Nexplanon in the United States during the Relevant Periods were improper, and that certain of the Company's prior disclosures relating to these sales practices for wholesalers and their effect upon revenues and product demand in its periodic filings were inaccurate or incomplete, including certain disclosures, as listed above, that are being amended by this Amendment.
 Company Determinations Following the Audit Committee Findings
 Additionally, as a result of the investigation and the Audit Committee findings, Company management, in consultation with the Audit Committee, has re-assessed the effectiveness of the Company's disclosure controls and procedures and its internal control over financial reporting as of December 31, 2024, as reported in the Original Form 10-K. As a result, the Company has concluded that there were material weaknesses in the Company's internal control over financial reporting as of December 31, 2024 and that management's assessment of its disclosure controls and procedures and its internal control over financial reporting as of December 31, 2024 that were included in Item 9A of the Original Form 10-K should no longer be relied upon, as a result of the material weaknesses described herein. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
 The Company has determined that there will be no restatement or revision to its previously-issued financial statements, including those filed with the Original Form 10-K.
 Change in Management
 In connection with the Audit Committee investigation, on October 26, 2025, (i) Kevin Ali resigned as Chief Executive Officer of the Company and as a member of the Company's Board of Directors, (ii) Joseph Morrissey, the then-current Executive Vice President and Head of Manufacturing & Supply of the Company, was appointed Interim Chief Executive Officer (and principal executive officer) of the Company, (iii) Carrie S. Cox, Chair of the Board, was appointed Executive Chair for an interim period, and (iv) Robert Essner, a member of the Board, was appointed to the position of Lead Independent Director. Additionally and in connection with the Audit Committee investigation, on October 26, 2025, the Company terminated the employment of its Head of U.S. Commercial & Government Affairs.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 We make statements in this Annual Report on Form 10-K, and we may from time to time make other written reports and oral statements, regarding our outlook or expectations for financial, business or strategic matters regarding or affecting us that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, all of which are based on management's current expectations and are subject to risks and uncertainties which change over time and may cause results to differ materially from those set forth in the statements. One can identify these forward-looking statements by their use of words such as "anticipates," "expects," "plans," "will," "estimates," "forecasts," "projects," "believes," "would," "potentially," "intends," "seeks," "future," "might," "likely," "target," "predict," "continue," "should," and other words of similar meaning, or negative variations of any of the foregoing. One can also identify them by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include, but are not limited to, statements relating to our growth and acquisition strategies, financial results, product development, product approvals, product potential and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ materially from our forward-looking statements. These factors may be based on inaccurate assumptions and are subject to a broad variety of other risks and uncertainties. No forward-looking statement can be guaranteed and actual future results may vary materially. The factors described in Part I. Item 1A. Risk Factors of this report or otherwise described in our filings with the SEC, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations expressed in our forward-looking statements, including, but not limited to:

 expanded brand and class competition in the markets in which we operate;

 difficulties with performance of third parties we rely on for our business growth;

 the failure of any supplier to provide substances, materials, or services as agreed;

 the increased cost of supply, manufacturing, packaging, and operations;

 difficulties developing and sustaining relationships with commercial counterparties;

 competition from generic products as our products lose patent protection;

 any failure by us to retain market exclusivity to Nexplanon or to obtain an additional period of exclusivity in the United States for Nexplanon subsequent to the expiration of the rod patents in 2027;

 the continued impact of the September 2024 LOE for Atozet;

 disruptions at the FDA, the SEC and other U.S. and comparable government agencies;

 difficulties and uncertainties inherent in the implementation of our acquisition strategy or failure to recognize the benefits of such acquisitions;

 pricing pressures globally, including rules and practices of managed care groups, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and health care reform, pharmaceutical reimbursement and pricing in general;

 the impact of higher selling and promotional costs;

 changes in government laws and regulations in the United States and other jurisdictions, including laws and regulations governing the research, development, approval, clearance, manufacturing, supply, distribution, and/or marketing of our products and related intellectual property, environmental regulations, and the enforcement thereof affecting our business;

 efficacy, safety or other quality concerns with respect to our marketed products, whether or not scientifically justified, leading to product recalls, withdrawals or declining sales;

 delays or failures to demonstrate adequate efficacy and safety of our product candidates in pre-clinical and clinical trials, which may prevent or delay the development, approval, clearance, or commercialization of our product candidates;

 future actions of third-parties, including significant changes in customer relationships or changes in the behavior and spending patterns of purchasers of health care products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and forgoing health care insurance coverage;

 legal factors, including product liability claims, antitrust litigation and governmental investigations, including tax disputes, environmental claims and patent disputes with branded and generic competitors, any of which could preclude commercialization of products or negatively affect the profitability of existing products;

 lost market opportunity resulting from delays and uncertainties in clinical trials and the approval or clearance process of the US FDA and other regulatory authorities;

 the failure by us or our third party collaborators and/or their suppliers to fulfill our or their regulatory or quality obligations, which could lead to a delay in regulatory approval or commercial marketing of our products;

 cyberattacks on, or other failures, accidents, or security breaches of, our or third-party providers' information technology systems, which could disrupt our operations and those of third parties upon which we rely;

 increased focus on privacy issues in countries around the world, including the United States, the EU, and China, and a more difficult legislative and regulatory landscape for privacy and data protection that continues to evolve with the potential to directly affect our business, including recently enacted laws in a majority of states in the United States requiring security breach notification;

 changes in tax laws including changes related to the taxation of foreign earnings;

 the impact of any future pandemic, epidemic, or similar public health threat on our business, operations and financial performance;

 loss of key employees or inability to identify and recruit new employees;

 changes in accounting pronouncements promulgated by standard-setting or regulatory bodies, including the Financial Accounting Standards Board and the SEC, that are adverse to us; and

 economic factors over which we have no control, including changes in inflation, interest rates, recessionary pressures, and foreign currency exchange rates.

 It is not possible to predict or identify all such factors. Consequently, one should not consider the above list or any other such list to be a complete statement of all potential risks or uncertainties. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.
 General
 The following Management's Discussion and Analysis of Financial Condition and Results of Operations as presented in this Amendment is intended to assist the reader in understanding our (i) financial condition and results of operations for the years ended December 31, 2024 and 2023 and (ii) our results of operations for the year ended December 31, 2022 and should be read in conjunction with our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows. Additionally, this section should be read in connection with Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K"), as revised and included within this report under the section titled "Operating Results—Sales Overview For the Year Ended December 31, 2023 Compared to 2022". The 2023 Form 10-K has been filed with the SEC and is available on the SEC's website at www.sec.gov, which includes a discussion regarding our financial condition for the years ended December 31, 2023 and 2022. The Management's Discussion and Analysis of Financial Condition and Results of Operations in this Amendment amends statements in the Original Form 10-K regarding the sales of Nexplanon in the United States that appears in our discussion of our financial condition and results of operations for the years ended December 31, 2024 and 2023 (as relates to Nexplanon sales during the third and fourth quarters of 2024) and our discussion of the results of operations for the years ended December 31, 2023 and 2022 (as relates to Nexplanon sales during the fourth quarter of 2022).
 We are a global healthcare company with a primary focus on improving the health of women throughout their lives. We develop and deliver innovative health solutions through a portfolio of prescription therapies and medical devices within women's health, biosimilars and established brands. We have a portfolio of more than 70 medicines and products across a range of therapeutic areas. We sell 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. We operate six manufacturing facilities, which are located in Belgium, Brazil, Indonesia, Mexico, the Netherlands and the United Kingdom. Unless otherwise indicated, trademarks appearing in italics throughout this document are trademarks of, or are used under license by our companies.
 Key Trends Affecting Our Results of Operations

 Generic Competition: Except for Emgality, Rayvow and Vtama, our established brands products are beyond market exclusivity. Although these products continue to represent a valuable opportunity to generate significant operating profit relative to low promotional and development expenses, they are subject to competition from generic versions of these products. For instance, we have been negatively impacted by the September 2024 LOE for Atozet, and we expect those negative impacts to continue or intensify in 2025. In addition, Nexplanon is an important Organon brand that continues to have good market exclusivity, especially in the United States. This complex drug-device combination has different components with different patent exclusivities. In the United States, patents claiming key aspects of the Nexplanon applicator will expire in 2030 and patents for the Nexplanon rod will expire in late 2027. Patents for the majority of countries where Nexplanon is commercialized outside the United States will expire between 2025 and 2026. See Note 18 "Contingencies—Other Matters" to the Consolidated Financial Statements in this report.

 Historical Shift Towards Long-Acting Reversible Contraceptives: Daily contraceptive pills are by far the largest contraception market segment, with almost half of all women choosing a hormonal contraceptive electing this particular method. However,

 the Long-Acting Reversible Contraceptives ("LARC") market, including Nexplanon, is expected to continue to be an important and large segment of the overall contraceptive market. Despite an increasingly diverse market of contraception methods (including the over-the-counter birth control pill), payors, providers, and patients continue to believe in the benefits of long-acting and highly effective options such as Nexplanon.

 Increased Access to Fertility Solutions: With the global trend toward declining birthrates, governments and payors are implementing favorable policies across major markets that, in turn, improve access to care and drives growth for infertility therapies.

 Growing Acceptance of Biosimilars: The market for biologics continues to experience strong growth trends. Given the high cost of many of these biologics treatments, biosimilars are a more affordable alternative and represent a significant opportunity for patients, providers, and payors once a biologics product loses patent protection. Moreover, a significant number of biologics are expected to lose exclusivity over the next decade, representing a large opportunity for more biosimilar approvals.

 Increased Competitive Pressures: The markets in which we conduct our business and the pharmaceutical industry in general are highly competitive and highly regulated. Our competitors include other worldwide research-based pharmaceutical companies, smaller research companies with more limited therapeutic focus and generic drug manufacturers.

 Recent Developments
 Business Development
 Dermavant Sciences Ltd. ("Dermavant")
 On October 28, 2024, we acquired Dermavant, a company dedicated to developing and commercializing innovative therapeutics in immuno-dermatology. Dermavant's novel product, Vtama, for the topical treatment of mild, moderate, and severe plaque psoriasis in adults, was approved by the U.S. Food and Drug Administration (the "FDA") in May 2022. In December 2024, the FDA approved Vtama for the treatment of atopic dermatitis, also known as eczema, in adults and children two years of age and older. Atopic dermatitis is one of the most common inflammatory dermatological conditions in adults, presenting a higher disease burden for women compared to men. The acquisition allows us to further expand our existing portfolio of established brands and biosimilar dermatology treatments.
 Consideration for Dermavant consists of the upfront payment of $175 million and a $75 million milestone payment upon regulatory approval, as well as payments of up to $950 million for the achievements of certain commercial milestones, tiered royalties on net sales, and the assumption of liabilities, including certain debt obligations, which were accounted for at fair value on the acquisition date.
 During the fourth quarter of 2024, the regulatory milestone related to Vtama's atopic dermatitis indication, which was recorded as part of contingent consideration at fair value, was achieved and recorded in Accrued and other current liabilities. In January 2025, we paid $75 million related to the milestone.
 In the fourth quarter of 2024, we recognized an additional intangible asset of $24 million, related to a sales-based milestone that was deemed probable and was related to an assumed licensing agreement. The intangible asset will be amortized over 11 years.
 Suzhou Centergene Pharmaceuticals ("Centergene")
 In September 2024, we entered into license and supply agreements with Centergene, pursuant to which we acquired the exclusive commercialization rights to Centergene's investigational asset, SJ02, in China. SJ02 is a long-acting recombinant human follicle-stimulating hormone carboxyl-terminal peptide fusion protein (FSH-CTP) designed for controlled ovarian stimulation ("COS") in combination with a GnRH antagonist. It is used to facilitate the development of multiple follicles in women undergoing ART programs. Under the terms of the agreement, we will pay $12 million, of which $6 million was paid in the fourth quarter of 2024. In addition, the remaining $6 million is payable upon obtaining the manufacturing license, which is refundable if thereafter either the regulatory approval is not obtained or marketing authorization cannot be transferred. We may owe additional regulatory and sales-based milestones to Centergene of up to $170 million under the terms of the license and supply agreements. We will recognize regulatory and sales-based milestones when the achievement is probable.
 Eli Lilly ("Lilly")
 In December 2023, we announced an agreement with Lilly to become the sole distributor and promoter of the migraine medicines Emgality and Rayvow in Europe. Lilly will remain the marketing authorization holder and will manufacture the products for sale. Under the terms of the agreement, we paid an upfront payment of $50 million upon closing of the transaction in January 2024, and will

 recognize sales-based milestones when the achievement is deemed probable. In the first quarter of 2024, we recognized an intangible asset of $220 million, comprised of the $50 million upfront payment and $170 million of sales-based milestones that were deemed probable. The intangible asset will be amortized over 10 years.
 In August of 2024, we expanded our agreement with Lilly to become the sole distributor and promoter for Emgality in the following additional markets: Canada, Colombia, Israel, South Korea, Kuwait, Mexico, Qatar, Saudi Arabia, Taiwan, Turkey, and the United Arab Emirates. We paid an upfront payment of $23 million for the expansion of territory upon closing of the transaction in August 2024, and will recognize sales-based milestones when the achievement is deemed probable. In the third quarter of 2024, we recognized an additional intangible asset of $113 million, comprised of the $23 million upfront payment and $90 million related to the sales-based milestones that were deemed probable. The intangible asset will be amortized over 10 years.
 As of December 31, 2024, we had accrued $20 million in Accrued and Other current liabilities and $240 million in Other noncurrent liabilities in total related to the probable sales-based milestones. In January 2025, we paid $20 million related to the milestones.
 Operating Results
 Sales Overview For the Year Ended December 31, 2024 Compared to 2023

 %

 Change

 2024

 2023

 United States

 $

 1,572

 $

 1,478

 %

 %

 International

 4,831

 4,785

 Total

 $

 6,403

 $

 6,263

 %

 %

 Worldwide sales were $6.4 billion for the year ended December 31, 2024, an increase of 2%, compared to 2023. Worldwide sales during the year ended December 31, 2024 were negatively impacted by approximately 1%, or $77 million, due to unfavorable foreign exchange.
 Excluding foreign exchange, sales increases for the year ended December 31, 2024, primarily reflect the performance of:

 Nexplanon, due to increased sales (including an estimated $15 million of sales as of December 31, 2024 resulting from the identified sales practices for wholesalers described in the "Explanatory Note" above, with the impact estimated using average daily sales, inventory levels at the wholesaler and days on hand at the wholesaler), favorable price and discount rates in the United States, increased demand and favorable price in international markets and an increase in demand in our institutional business in Africa;

 Emgality and Rayvow, due to the acquisition of the distribution and promotion rights from Lilly in 2024 in certain markets outside of the United States;

 Hadlima, due to the launch in the United States in July 2023 and a modest increase in international markets; and

 Diprospan, due to recovery from the manufacturing issues resulting from the regulatory inspection finding at the Heist manufacturing location that impacted the manufacturing of selected injectable steroid brands in the first quarter of 2023 (the "Market Action").

 This performance was offset by decreases for the year ended December 31, 2024 in:

 NuvaRing, due to ongoing generic competition and the negative impact of increased government discount rates in the United States;

 Atozet, primarily due to LOE in France, Spain and Japan and the timing of tenders in the Latin America region, partially offset by increased demand in certain markets in Europe, prior to LOE in September 2024;

 Singulair due to decreased demand in China and Japan and price decreases in Japan; and

 Cozaar and Hyzaar, driven by the negative impact of volume-based procurement ("VBP") in China and unfavorable pricing in Japan.

 LOE negatively impacted sales of certain of our products by approximately $57 million during the year ended December 31, 2024, based on the decrease in volume period over period, which was primarily driven by the LOE of Atozet in France, Spain, and Japan. VBP

 in China had a $13 million negative impact on our sales during the year ended December 31, 2024. We expect VBP to continue to impact our established brands product portfolio for the next several quarters.
 Our operations include a portfolio of products. Highlights of the sales of our products for the year ended December 31, 2024 and 2023 are provided below. See Note 5 "Product and Geographic Information" to the Consolidated Financial Statements for further details on sales of our products.
 Women's Health

 2024

 2023

 Nexplanon/Implanon NXT

 $

 $

 %

 %

 NuvaRing (1)

 (35)

 (33)

 Marvelon/Mercilon

 —

 Follistim AQ

 (10)

 (9)

 Ganirelix Acetate Injection

 (1)

 Jada

 (1)
 Sales of the authorized generic version of NuvaRing were previously included in Other Women's Health.

 Contraception
 Worldwide sales of Nexplanon, a single-rod subdermal contraceptive implant, increased 16% for the year ended December 31, 2024, compared to 2023, primarily due to increased sales, favorable price and discount rates in the United States, increased demand and favorable price in international markets and an increase in demand in our institutional business in Africa. The increased sales for Nexplanon included an estimated $15 million as of December 31, 2024 resulting from the identified sales practices for wholesalers described in the "Explanatory Note" above. The impact was estimated using average daily sales, inventory levels at the wholesaler and days on hand at the wholesaler.
 Worldwide sales of NuvaRing, a vaginal contraceptive product, declined 35% for the year ended December 31, 2024, compared to 2023, due to ongoing generic competition and the negative impact of increased government discount rates in the United States. We expect a continued decline in NuvaRing sales as a result of generic competition.
 Worldwide sales of Marvelon and Mercilon, combined oral hormonal daily contraceptive pills not approved or marketed in the United States, but available in certain countries outside the United States, remained consistent for the year ended December 31, 2024, compared to 2023, as a result of increased demand in various international markets offset by slight declines in China and Japan.
 Fertility
 Worldwide sales of Follistim AQ, a fertility treatment, declined 10% for the year ended December 31, 2024, compared to 2023, due to a one-time buy-in as a result of our exit from our interim operating model agreement in the United States with Merck, during the fourth quarter of 2023, and unfavorable discount rates in the United States, partially offset by increased demand in the United States and launches in various international markets.
 Worldwide sales of ganirelix acetate injection, a fertility treatment, declined 1% for the year ended December 31, 2024, compared to 2023, primarily due to generic competition, partially offset by increased demand in the United States and various international markets.
 Other Women's Health
 Worldwide sales of Jada, a device intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted, increased 40% for the year ended December 31, 2024, compared to 2023. The sales increase is due to continued uptake in the United States following the Jada launch in early 2022.

 Biosimilars

 2024

 2023

 Renflexis

 $

 $

 (1)

 %

 (1)

 %

 Ontruzant

 (9)

 (9)

 Brenzys

 Hadlima

 Renflexis is a biosimilar to Remicade 2 (infliximab) for the treatment of certain autoimmune conditions. Sales declined 1% for the year ended December 31, 2024, compared to 2023, primarily due to unfavorable discount rates in the United States partially offset by demand growth in the United States and Canada. We have commercialization rights to Renflexis in countries outside of Europe, Korea, China, Turkey, and Russia.
 Ontruzant is a biosimilar to Herceptin 2 (trastuzumab) for the treatment of HER2-overexpressing breast cancer and HER2-overexpressing metastatic gastric or gastroesophageal junction adenocarcinoma. Sales for the year ended December 31, 2024, compared to 2023, declined 9%, driven by lower demand in the United States and Europe partially offset by increased demand as a result of tenders in Brazil. We have commercialization rights to Ontruzant in all countries except in Korea and China.
 Brenzys is a biosimilar to Enbrel 2 (etanercept) for the treatment of certain inflammatory diseases. Sales for the year ended December 31, 2024, compared to 2023, increased 6%, driven by increased demand in Canada. We have commercialization rights to Brenzys in countries outside of the United States, Europe, Korea, China, and Japan.
 Hadlima is a biosimilar to Humira 2 (adalimumab) for the treatment of certain autoimmune and autoinflammatory conditions. We have commercialization rights to Hadlima in countries outside of the EU, Korea, China, Turkey, and Russia. We recorded sales of $142 million during the year ended December 31, 2024, reflecting an increase due to the launch in the United States in July 2023 and a modest increase in international markets. Hadlima is currently approved in the United States, Australia, Canada, and Israel.
 Established Brands
 Established brands represents a broad portfolio of well-known brands, which generally are beyond market exclusivity, including leading brands in cardiovascular, respiratory, dermatology and non-opioid pain management, for which generic competition varies by market.
 Cardiovascular

 2024

 2023

 Zetia/Vytorin (1)

 $

 $

 (6)

 %

 (4)

 %

 Atozet

 (9)

 (8)

 Cozaar/Hyzaar

 (14)

 (11)

 (1)
 Sales of the authorized generic version of Zetia were previously included in Other Cardiovascular.

 Combined global sales of Zetia and Vytorin, medicines for lowering LDL cholesterol, declined 6% for the year ended December 31, 2024, compared to 2023, primarily driven by the decrease in demand and mandatory annual price reductions in Japan, partially offset by increased demand in China.
 Sales of Atozet, a medicine for lowering LDL cholesterol, declined 9% for the year ended December 31, 2024, compared to 2023, primarily due to LOE in France, Spain, and Japan and the timing of tenders in the Latin America region partially offset by increased demand in certain markets in Europe. We anticipate a continued significant decline in sales of Atozet in 2025 due to LOE, which occurred late in the third quarter of 2024, in certain markets in Europe.

 Combined global sales of Cozaar and Hyzaar, medicines for the treatment of hypertension, declined 14% for the year ended December 31, 2024, compared to 2023, driven by the negative impact of VBP in China and mandatory annual price reductions in Japan.
 Respiratory

 2024

 2023

 Singulair

 $

 $

 (11)

 %

 (8)

 %

 Nasonex (1)

 Dulera

 (1)
 Sales of the authorized generic version of Nasonex were previously included in Other Respiratory.

 Worldwide sales of Singulair, a once-a-day oral medicine for the chronic treatment of asthma and for the relief of symptoms of allergic rhinitis, decreased 11% for the year ended December 31, 2024, compared to 2023, due to decreased demand in China and Japan and mandatory annual price reductions in Japan.
 Global sales of Nasonex, an inhaled nasal corticosteroid for the treatment of nasal allergy symptoms, increased 4% for the year ended December 31, 2024, compared to 2023, respectively, due to increased demand across international markets.
 Global sales of Dulera, which is also marketed as Zenhale in certain markets outside of the United States, a combination medicine for the treatment of asthma, increased 5% for the year ended December 31, 2024, compared to 2023, primarily due to the favorable impact of increased demand in the United States and Canada.
 Non-Opioid Pain, Bone and Dermatology

 2024

 2023

 Arcoxia

 $

 $

 %

 %

 Diprospan

 Vtama

 —

 *

 *

 * Calculation not meaningful.
 Sales of Arcoxia, a medicine for the treatment of arthritis and pain, increased 5% for the year ended December 31, 2024, compared to 2023, primarily due to increased demand in China and favorable pricing in the Asia Pacific region partially offset by a decrease in demand in various international markets.
 Sales of Diprospan, a corticosteroid approved for treatment of a wide range of inflammatory conditions, increased 52% for the year ended December 31, 2024, compared to 2023, due to recovery from the manufacturing issues resulting from the Market Action. In the first quarter of 2023, we resolved the regulatory inspection findings.
 Sales of Vtama a cream for the topical treatment of mild, moderate, and severe plaque psoriasis in adults were $12 million for the year ended December 31, 2024, reflecting the acquisition of Dermavant in the fourth quarter of 2024.

 Other

 2024

 2023

 Emgality/Rayvow

 $

 $

 —

 *

 *

 Proscar

 (2)

 —

 * Calculation not meaningful.
 Sales of Emgality and Rayvow were $107 million for the year ended December 31, 2024, reflecting the acquisition of the distribution and promotion rights from Lilly in 2024, in certain markets outside of the United States.
 Worldwide sales of Proscar, a medicine for the treatment of symptomatic benign prostate enlargement, declined 2% for the year ended December 31, 2024, compared to 2023, due to decreased demand in China.
 Gross Profit, Expenses and Other For the Year Ended December 31, 2024 Compared to 2023

 2024

 2023

 $

 2,688

 $

 2,515

 %

 Gross profit

 3,715

 3,748

 (1)

 1,760

 1,893

 (7)

 Research and development

 (11)

 *

 Restructuring costs

 (50)

 Interest expense

 (1)

 Exchange losses

 (38)

 Other expense, net

 * Calculation not meaningful.
 Cost of Sales
 Cost of sales increased 7% for the year ended December 31, 2024, compared to 2023, primarily due to higher sales volume, higher inflation impacts to material and distribution costs and amortization of $7 million associated with the inventory fair value adjustment related to the Dermavant acquisition purchase accounting, partially offset by foreign exchange translation. Cost of sales includes amortization of intangible assets which totaled $145 million in 2024, $116 million in 2023 and $116 million in 2022. Amortization for 2024, includes $6 million related to the Dermavant acquired intangibles.
 Gross Profit
 Gross profit decreased 1% for the year ended December 31, 2024, compared to 2023, due to the impact of unfavorable price, foreign exchange translation and higher inflation impacts to material and distribution costs partially offset by increased sales due to volume.
 Selling, General and Administrative
 Selling, general and administrative expenses decreased 7% for the year ended December 31, 2024, compared to 2023, due to the $80 million charge in 2023 related to the Microspherix legal matter (as discussed in Note 18 "Contingencies" to the Consolidated Financial Statements in this report) and lower costs associated with the implementation of our Enterprise Resource Planning ("ERP") system, partially offset by increased expenses related to the Dermavant acquisition, including transaction costs of $12 million.
 Research and Development
 Research and development expenses decreased 11% for the year ended December 31, 2024, compared to 2023, primarily due to a decrease in clinical study activity and lower personnel costs due to a reduction in headcount related to our restructuring initiatives.

 Acquired In-Process Research and Development and Milestones
 For the year ended December 31, 2024, acquired in-process research and development and milestones of $81 million primarily represent the research and development milestones of $70 million for our agreement with Henlius and $10 million for our agreement with Cirqle, which were determined to be probable of being achieved. For the year ended December 31, 2023 acquired in-process research and development and milestones of $8 million represent the upfront and development milestones related to the Claria transaction. See Note 3 "Acquisitions and Licensing Arrangements" to the Consolidated Financial Statements included elsewhere in this report for further information regarding our agreements with Henlius and Cirqle.
 Restructuring Costs
 For the year ended December 31, 2024, we incurred $31 million of headcount-related restructuring expense related to the ongoing optimization of our internal operations, primarily the research and development function. During the first quarter of 2025, we implemented additional restructuring initiatives that will drive operational efficiencies in 2025, and will result in an approximate 5% headcount reduction.
 Interest Expense
 Interest expense decreased 1% for the year ended December 31, 2024, compared to 2023, reflecting lower interest rates as a result of refinancing a portion of our long-term debt and the impact of our cross-currency swaps, partially offset by interest related to the debt acquired as part of the Dermavant acquisition and approximately $6 million in debt issuance costs related to the refinancing of our long-term debt. Beginning in May 2024, the difference between the interest rate received of 7.3125% and paid of 5.8330% under the cross-currency swap agreements is recorded in Interest expense.
 Exchange Losses
 Exchange losses decreased 38% for the year ended December 31, 2024, compared to 2023, driven by less volatility in foreign exchange compared to the prior year and the favorable changes in spot rates of our forward contracts.
 Other Expense, net
 Other expense increased 40% for the year ended December 31, 2024, compared to 2023, due to the fair value adjustment of contingent consideration related to the Dermavant acquisition.
 Taxes on Income
 The effective income tax rate was (7.1)% and (52.2)% for the year ended December 31, 2024 and 2023, respectively. The effective income tax rate reflects the beneficial impact of foreign earnings, offset by the impact of U.S. inclusions under the Global Intangible Low-Taxed Income regime and a partial valuation allowance recorded against non-deductible U.S. interest expense. There was a favorable impact to the 2024 effective tax rate, which was driven by the favorable closure of two non-U.S. tax audits and a return to provision adjustment for the Switzerland entity.
 In the third quarter of 2024, the Swiss tax authority confirmed to us the applicable useful life of an existing tax asset. As a result, we have now concluded it is more likely than not we will utilize the entirety of the tax asset. As such, we released a $210 million related valuation allowance.
 Effective January 1, 2024, multiple jurisdictions, most notably, a majority of the European Union member states, implemented the Organization for Economic Co-operation and Development's Pillar 2 global corporate minimum tax rate of 15% on companies with revenues of at least 750 million. We have evaluated the impact of this for 2024 and it does not have a material effect on a full year basis.

 Sales Overview For the Year Ended December 31, 2023 Compared to 2022

 2023

 2022

 United States

 $

 1,478

 $

 1,437

 %

 %

 International

 4,785

 4,737

 Total

 $

 6,263

 $

 6,174

 %

 %

 Worldwide sales were $6.3 billion for the year ended December 31, 2023, an increase of 1% compared with 2022. Worldwide sales were negatively impacted by approximately 2%, or $117 million, due to unfavorable foreign exchange.
 Excluding foreign exchange, sales increases primarily reflect the performance of:

 Atozet due to increased demand in various international markets;

 Renflexis driven primarily by continued patient growth in the United States and Canada;

 Follistim AQ due to a one-time buy-in as a result of the exit of the IOM in the United States, increased patient demand in the United States and volume recovery in China related to the COVID-19 negative impact during the first half of the year;

 Ontruzant driven by the timing of tenders and increased demand;

 Jada due to continued uptake in the United States following the launch; and

 Marvelon and Mercilon, resulting from the transaction with Bayer Healthcare where we gained rights in China during the second quarter of 2022 and in Vietnam during the third quarter of 2022.

 This performance was offset by decreased sales of:

 Zetia and Vytorin driven by the negative impact of VBP in China;

 the impact of the Diprospan regulatory inspection finding at the Heist manufacturing location that impacted the manufacturing of selected injectable steroid brands in the first quarter of 2023 (the "Market Action"); and

 decreased sales of Cozaar and Hyzaar (a combination of losartan potassium and hydrochlorothiazide that is marketed in Japan as Preminent), primarily due to ongoing generic competition.

 The loss of exclusivity negatively impacted sales of certain of our products by approximately $18 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, due to the decrease in volume period over period, which mainly impacted NuvaRing in the United States. VBP in China had a $95 million negative impact on our sales during the year ended December 31, 2023, compared to the year ended December 31, 2022. We expect VBP to impact our established brands product portfolio for the next several quarters.
 Our operations include a portfolio of products. Highlights of the sales of our products for the year ended December 31, 2023 and 2022 are provided below. See Note 6 "Product and Geographic Information" to the Consolidated Financial Statements for further details on sales of our products.
 Women's Health

 2023

 2022

 Nexplanon/Implanon NXT

 $

 $

 (1)

 %

 %

 NuvaRing (1)

 (19)

 (18)

 Marvelon/Mercilon

 Follistim AQ

 ganirelix acetate injection

 (10)

 (8)

 Jada

 (1)
 Sales of the authorized generic version of NuvaRing were previously included in Other Women's Health.

 Contraception
 Worldwide sales of Nexplanon, a single-rod subdermal contraceptive implant, declined 1% for the year ended December 31, 2023, compared to 2022, primarily due to the impact of foreign exchange, unfavorable discount rates, the result of distributor purchasing patterns associated with the timing of the increase in Nexplanon list price in the United States and the impact of the limited participation of a tender in Mexico. This was partially offset by price increases. Nexplanon sales as of December 31, 2022 included an estimated $23 million from the identified sales practices for wholesalers described in the "Explanatory Note" above, and a wholesaler buy-in prior to a Nexplanon price increase. The impact was estimated using average daily sales, inventory levels at the wholesaler and days on hand at the wholesaler.
 Worldwide sales of NuvaRing, a vaginal contraceptive product, declined 19% for the year ended December 31, 2023, compared to 2022, due to ongoing generic competition in the United States. We expect a continued decline in NuvaRing sales as a result of generic competition.
 Worldwide sales of Marvelon and Mercilon, combined oral hormonal daily contraceptive pills not approved or marketed in the United States but available in certain countries outside the United States, increased 22% for the year ended December 31, 2023, compared to 2022, as a result of the transaction with Bayer Healthcare where we gained rights in China during the second quarter of 2022 and in Vietnam during the third quarter of 2022.
 Fertility
 Worldwide sales of Follistim AQ, a fertility treatment, increased 14% for the year ended December 31, 2023, compared to 2022, due to a one-time buy-in as a result of the exit of the IOM in the United States, increased patient demand in the United States and volume recovery in China related to the COVID-19 negative impact during the first half of the year. This was partially offset by the negative impact of unfavorable discount rates in the United States.
 Worldwide sales of ganirelix acetate injection, a fertility treatment, declined 10% for the year ended December 31, 2023, compared to 2022, primarily due to unfavorable discount rates in the United States and increased generic competition in Europe.
 Other Women's Health
 Worldwide sales of Jada, a device intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted, increased 113% for the year ended December 31, 2023, compared to 2022. The sales increase is due to continued uptake in the United States following the Jada launch in early 2022.
 Biosimilars

 2023

 2022

 Renflexis

 $

 $

 %

 %

 Ontruzant

 Brenzys

 (2)

 Hadlima

 Renflexis is a biosimilar to Remicade (infliximab) for the treatment of certain inflammatory diseases. Sales increased 23% for the year ended December 31, 2023, compared to 2022, driven primarily by continued demand growth in the United States and Canada. We have commercialization rights to Renflexis in countries outside Europe, Korea, China, Turkey, and Russia.
 Ontruzant is a biosimilar to Herceptin (trastuzumab) for the treatment of HER2-overexpressing breast cancer and HER2-overexpressing metastatic gastric or gastroesophageal junction adenocarcinoma. Sales for the year ended December 31, 2023, compared to 2022, increased 28% driven by the timing of tenders in Brazil and increased demand partially offset by the competitive pressures in Europe. We have commercialization rights to Ontruzant in countries outside of Korea and China.

 Brenzys is a biosimilar to Enbrel (etanercept) for the treatment of certain inflammatory diseases. Sales in the year ended December 31, 2023, compared to 2022, remained substantially consistent. We have commercialization rights to Brenzys in countries outside of the United States, Europe, Korea, China, and Japan.
 Hadlima is a biosimilar to Humira (adalimumab) for the treatment of certain inflammatory diseases. We have commercialization rights to Hadlima in countries outside of the EU, Korea, China, Turkey, and Russia. We recorded sales of $44 million during the year ended December 31, 2023, reflecting an increase from modest sales during 2022 in markets outside of the United States and the launch in the United States in July 2023. Hadlima is currently approved in the United States, Australia, Canada, and Israel.
 Established Brands
 Established brands represents a broad portfolio of well-known brands, which generally are beyond market exclusivity, including leading brands in cardiovascular, respiratory, dermatology and non-opioid pain management, for which generic competition varies by market.
 Cardiovascular

 2023

 2022

 Zetia/Vytorin (1)

 $

 $

 (10)

 %

 (8)

 %

 Atozet

 Cozaar/Hyzaar

 (13)

 (9)

 (1)
 Sales of the authorized generic version of Zetia were previously included in Other Cardiovascular.

 Combined global sales of Zetia and Vytorin, medicines for lowering LDL cholesterol, declined 10% for the year ended December 31, 2023, compared to 2022, primarily driven by the negative impact of VBP in China.
 Sales of Atozet, a medicine for lowering LDL cholesterol, increased 14% for the year ended December 31, 2023, compared to 2022, primarily due to increased demand in various international markets.
 Combined global sales of Cozaar and Hyzaar, medicines for the treatment of hypertension, declined 13% for the year ended December 31, 2023, compared to 2022, primarily due to ongoing generic competition.
 Respiratory

 2023

 2022

 Singulair

 $

 $

 (2)

 %

 %

 Nasonex (1)

 Dulera

 (1)
 Sales of the authorized generic version of Nasonex were previously included in Other Respiratory.

 Worldwide sales of Singulair, a once-a-day oral medicine for the chronic treatment of asthma and for the relief of symptoms of allergic rhinitis, declined 2% for the year ended December 31, 2023, compared to 2022, due to the impact of foreign exchange partially offset by increased demand due to higher incidences of respiratory conditions across many international markets during the fourth quarter of 2023 compared to 2022.
 Global sales of Nasonex, an inhaled nasal corticosteroid for the treatment of nasal allergy symptoms, increased 2% for the year ended December 31, 2023, compared to 2022, due to increased demand across several markets partially offset by a $10 million milestone related to a regulatory approval received during the first quarter of 2022.

 Global sales of Dulera, a combination medicine for the treatment of asthma, increased 8% for the year ended December 31, 2023, compared to 2022, primarily due to the favorable impact from price and increased demand in the United States.
 Non-Opioid Pain, Bone and Dermatology

 2023

 2022

 Arcoxia

 $

 $

 %

 %

 Diprospan

 (25)

 (22)

 Sales of Arcoxia, a medicine for the treatment of arthritis and pain, increased 7% for the year ended December 31, 2023, compared to 2022, primarily due to customers buying patterns and higher demand in various international markets.
 Sales of Diprospan, a corticosteroid approved for treatment of a wide range of inflammatory conditions, declined 25% for the year ended December 31, 2023, compared to 2022, due to manufacturing issues resulting from the Market Action. In the first quarter of 2023, we resolved the regulatory inspection findings. Sales have not yet recovered. We expect the sales recovery to continue over the next twelve months.
 Other

 2023

 2022

 Proscar

 $

 $

 (3)

 %

 %

 Worldwide sales of Proscar, a medicine for the treatment of symptomatic benign prostate enlargement, for the year ended December 31, 2023, compared to 2022 were substantially consistent.
 Gross Profit, Expenses and Other For the Year Ended December 31, 2023 Compared to 2022

 2023

 2022

 $

 2,515

 $

 2,294

 %

 Gross profit

 3,748

 3,880

 (3)

 1,893

 1,704

 Research and development

 (93)

 Restructuring costs

 *

 Interest expense

 Exchange losses

 *

 Other expense, net

 —

 * Calculation not meaningful.
 Cost of Sales
 Cost of sales increased 10% for the year ended December 31, 2023, compared to 2022, primarily due to foreign exchange translation, higher employee-related and material and distribution related costs, which increased as a result of inflationary pressures, and product mix. During the year ended December 31, 2022, we recorded a $36 million inventory charge relating to the Market Action and an impairment charge of $9 million related to a product right for a biosimilar product. Cost of sales includes amortization of intangible assets which totaled $116 million in 2023, $116 million in 2022 and $103 million in 2021.

 Selling, General and Administrative
 Selling, general and administrative expenses increased 11% for the year ended December 31, 2023, compared to 2022, due to higher employee-related costs, costs incurred in connection with the separation from Merck, which includes the implementation of the enterprise resource planning system, and the $80 million charge related to the Microspherix legal matter as discussed in Note 20. "Contingencies" to the Consolidated Financial Statements. This was partially offset by lower promotional expenses.
 Research and Development
 Research and development expenses increased 12% for the year ended December 31, 2023, compared to 2022, primarily due to higher costs associated with our acquisitions of clinical stage assets, increased clinical study activity and higher employee-related costs.
 Acquired In-Process Research and Development and Milestones
 For the year ended December 31, 2023, acquired in-process research and development and milestones of $8 million related to the Claria transaction. For the year ended December 31, 2022 acquired in-process research and development and milestones represents the upfront and development milestones related to our research collaboration and license agreement with Cirqle and our agreement with Henlius for the license of certain biosimilar candidates.
 Restructuring Costs
 For the year ended December 31, 2023, we incurred $62 million of headcount-related restructuring expense, of which $58 million is due to activities initiated in the fourth quarter related to the ongoing optimization of our internal operations.
 Interest Expense
 Interest expense increased 25% for the year ended December 31, 2023, compared to 2022, due to increased interest rates, and debt fees and discounts expensed as part of the prepayment on the U.S. Dollar-denominated term loan and the impact of exchange rates.
 Exchange Losses
 For the year ended December 31, 2023, the change in exchange losses was driven by foreign currency exchange translation losses and the impact of the portion of Euro-denominated debt not designated as a net investment hedge in the prior year period.
 Other Expense, net
 For the year ended December 31, 2023, other expense, net, remained relatively consistent with the prior year.
 Taxes on Income
 The effective income tax rates were (52.2)% and 18.3% for the year ended December 31, 2023 and 2022, respectively. These effective income tax rates reflect the beneficial impact of foreign earnings, offset by the impact of U.S. inclusions under the Global Intangible Low-Taxed Income regime and a partial valuation allowance recorded against non-deductible U.S. interest expense. In the fourth quarter of 2023, we recorded a $476 million tax benefit comprised of a gross benefit of $686 million, net of a $210 million valuation allowance, resulting from the termination of a Swiss tax arrangement. Our valuation allowance was determined based on expected future income and the terms of the remaining tax arrangement.
 On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022. Provisions of the bill that relate to tax include the minimum tax on book income, a 1% excise tax on stock buybacks and certain tax incentives to promote clean energy. There are no impacts of the legislation to the 2023 results. We will continue to assess future impacts of this legislation.
 Liquidity and Capital Resources
 As of December 31, 2024, we had cash and cash equivalents of $675 million. We have historically generated and expect to continue to generate positive cash flow from operations. Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facility. Our principal uses of cash in

 the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings, payment of dividends and strategic business development transactions. We believe that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our future cash flow needs.
 During the second and fourth quarters of 2024, we refinanced a portion of our long-term debt. These transactions extended certain maturity dates, resulted in lower interest rates for certain of our long-term debt and increased the capacity of our revolving credit facility. See Note 12 "Long-Term Debt and Leases" to the Consolidated Financial Statements included elsewhere in this report for further information on our long-term debt transactions.
 Working capital is defined as current assets less current liabilities and was $1.6 billion as of December 31, 2024 and December 31, 2023, respectively. Working capital was impacted by our active cash cycle management, including the factoring of receivables and timing of vendor payments.
 We have accounts receivable factoring agreements with financial institutions in certain countries. Under these agreements, we have factored $186 million of our accounts receivable as of December 31, 2024.
 Net cash provided by operating activities was $939 million for the year ended December 31, 2024, compared to $799 million for the same period in the prior year. The increase in cash provided by operating activities was primarily attributable to our favorable operating performance and cash cycle working capital, partially offset by higher cash taxes paid and higher severance-related payments.
 Net cash used in investing activities was $513 million for the year ended December 31, 2024, compared to $260 million for the same period in the prior year, primarily due to the Dermavant acquisition, the $73 million upfront payments related to the agreement with Lilly and the additional $71 million payments related to milestones, partially offset by lower capital spending as a result of the completion of the implementation of our ERP system.
 Net cash used in financing activities was $368 million for the year ended December 31, 2024, compared to $569 million for the same period in the prior year. The decrease in cash used in financing activities was driven by the $250 million voluntary prepayment on the U.S. dollar-denominated term loan in the year ended December 31, 2023, compared to a $7.5 million discretionary prepayment on the U.S. dollar-denominated term loan and $38 million of debt issuance costs related to the long-term debt refinancing in the year ended December 31, 2024.
 As part of our post-spinoff plan, we have approved an initiative to further optimize our manufacturing and supply network. As part of this initiative, we will continue to separate our supply chain through planned exits from supply agreements from Merck through 2031. This will enable us to redefine our appropriate sourcing strategy, and move to fit-for-purpose supply chains, while focusing on delivering efficiencies. We anticipate we will incur costs associated with this separation, including but not limited to accelerated depreciation, exit premiums and fees, technology transfer costs, stability and qualification batch costs, one-time resourcing costs, regulatory and filing costs, capital investment, and inventory stock bridges.
 For the year ended December 31, 2024 and 2023, our combined revenues from Ukraine, Russia and Israel were approximately 2% of total revenues. While we will continue to monitor the impacts of the Ukraine-Russia war and the Hamas-Israel conflict, as of December 31, 2024, our assets in Ukraine, Russia and Israel are not material.
 Contractual Obligations
 Our contractual obligations as of December 31, 2024, which require material cash requirements in the future, consist of contractual milestones, purchase obligations and lease obligations.
 Contractual milestones are potential payments based upon the achievement of specified milestones associated with business development transactions. Such milestone payments will only be payable in the event that our collaborative partners achieve contractually defined success-based milestones such as the advancement of the specified research and development programs or the receipt of regulatory approval for the specified compounds or products and/or we reach a sales threshold of the specified compounds or products. The timing of the payments of the contractual milestones are uncertain and the likelihood of achieving the milestones cannot be determined. As of December 31, 2024, total potential payments for contractual milestones are $3.4 billion. Potential amounts to be paid within the next twelve months are $218 million.

 Purchase obligations are enforceable and legally binding obligations for purchases of goods and services which include inventory purchase commitments. As of December 31, 2024, total payments due for purchase obligations are $850 million and extend through 2032. Amounts due within the next twelve months are $356 million.
 Long-term debt consists of both fixed and variable-rate instruments. As of December 31, 2024, total payments due for debt obligations are $9.0 billion and extend through 2034. Amounts due within the next twelve months are $8 million.
 Lease obligations exclude reasonably certain lease renewals that have not yet been executed. As of December 31, 2024, total payments due for lease obligations are $177 million and extend through 2041. Amounts due within the next twelve months are $49 million.
 During 2024, we paid cash dividends of $1.12 per share. On February 13, 2025, our Board of Directors declared a quarterly dividend of $0.28 for each issued and outstanding share of our common stock. The dividend is payable on March 13, 2025, to stockholders of record at the close of business on February 24, 2025.
 Critical Accounting Estimates
 The audited annual consolidated financial statements are prepared in conformity with U.S. GAAP and, accordingly, include certain amounts that are based on management's best estimates and judgments. A discussion of accounting estimates considered critical because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates are disclosed below. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates.
 Revenue Recognition
 Our accounting policy for revenue recognition has a substantial impact on reported results and relies on certain estimates. Revenue is recognized following a five-step model: (i) identify the customer contract; (ii) identify the contract's performance obligation; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation; and (v) recognize revenue when or as a performance obligation is satisfied. Revenue is reduced for gross-to-net sales adjustments discussed below, all of which involve significant estimates and judgment after considering applicable laws and regulations and definitive contractual agreements with private sector and public sector benefit providers. These types of variable consideration are estimated at the time of sale generally using the expected value method, although the most likely amount method is used for prompt pay discounts. In addition, revenues are recorded net of time value of money discounts if collection of accounts receivable is expected to be in excess of one year. Estimates are assessed each period and adjusted as required to revise information or actual experience.
 In the United States, revenue is reduced by sales discounts issued to customers at the point-of-sale, through an intermediary wholesaler (known as chargebacks), or in the form of rebate amounts owed based upon definitive contractual agreements or legal requirements with private sector (Managed Care) and public sector (Medicaid and Medicare Part D) customers. Additionally, sales are generally made with a limited right of return under certain conditions.
 The provision for aggregate customer discounts in the United States covers chargebacks and rebates. We determine the provision for chargebacks based on expected sell-through levels by our wholesale customers to contracted customers, as well as estimated wholesaler inventory levels. The provision for rebates is based on expected patient usage, as well as inventory levels in the distribution channel to determine the contractual obligation to the benefit providers. We use historical customer segment utilization mix, sales, changes to product mix and price, inventory levels in the distribution channel, government pricing calculations and prior payment history in order to estimate the expected provision. Amounts accrued for aggregate customer discounts are evaluated on a quarterly basis through comparison of information provided by the wholesalers, health maintenance organizations, pharmacy benefit managers, federal and state agencies, and other customers to the amounts accrued.
 We continually monitor our provision for aggregate customer discounts. There were no material adjustments to estimates associated with the aggregate customer discount provision in 2024, 2023, or 2022.

 Summarized information about changes in the aggregate customer discount accrual related to sales in the United States is as follows:

 2024

 2023

 2022

 Balance January 1

 $

 $

 $

 Provision

 3,024

 2,640

 2,221

 Payments (1)

 (3,048)

 (2,521)

 (2,165)

 Balance December 31

 $

 $

 $

 (1)
 Includes $48 million of liabilities assumed as part of the Dermavant acquisition.

 Accruals for chargebacks are reflected as a direct reduction to accounts receivable and accruals for rebates as current liabilities. The accrued balances relative to these provisions included in accounts receivable and accrued and other current liabilities were $100 million and $380 million, respectively, at December 31, 2024, $87 million and $417 million, respectively, at December 31, 2023 and $78 million and $307 million, respectively, at December 31, 2022. The increase in accrued rebates in 2023 is attributable to a wholesaler buy-in in conjunction with the exit of the interim operating model with Merck for the Follistim product.
 Outside of the United States, variable consideration in the form of discounts and rebates is a combination of commercially-driven discounts in highly competitive product classes, discounts required to gain or maintain reimbursement, or legislatively mandated rebates. In certain European countries, legislatively mandated rebates are calculated based on an estimate of the government's total unbudgeted spending and our specific payback obligation. Rebates may also be required based on specific product sales thresholds. We apply an estimated factor against our actual invoiced sales to represent the expected level of future discount or rebate obligations associated with the sale.
 We maintain a returns policy that allows our customers in certain countries to return product within a specified period prior to and subsequent to the expiration date (generally, three to six months before and 12 months after product expiration). The estimate of the provision for returns is based upon historical experience with actual returns. Additionally, we consider factors such as levels of inventory in the distribution channel, product dating and expiration period, whether products have been discontinued, entrance in the market of generic competition, changes in formularies or launch of over-the-counter products, among others.
 See Note 2 "Summary of Accounting Policies" to the Consolidated Financial Statements included in this report for additional details on our revenue recognition policy.
 Contingencies and Environmental Liabilities
 We are involved in various claims and legal proceedings of a nature considered normal to our business, including product liability, intellectual property, and commercial litigation, as well as certain additional matters including governmental and environmental matters. See Note 18 "Contingencies" to the Consolidated Financial Statements included in this report. We record accruals for contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated.
 Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable.
 We believe that there are no compliance issues associated with applicable environmental laws and regulations that would have a material adverse effect on us. Expenditures for remediation and environmental liabilities were $3 million in 2024, and are estimated at $14 million in the aggregate for the years 2025 through 2029. Liabilities for all environmental matters that are probable and reasonably estimable have been accrued and totaled $16 million and $19 million at December 31, 2024 and 2023, respectively. These liabilities are undiscounted, do not consider potential recoveries from other parties and will be paid out over the periods of remediation for the applicable sites, which are expected to occur primarily over the next 13 years. Although it is not possible to predict with certainty the outcome of these matters, or the ultimate costs of remediation, we do not believe that any reasonably possible expenditures that may be incurred in excess of the liabilities accrued should exceed $23 million in the aggregate. We also do not believe that these expenditures should result in a material adverse effect on our financial condition, results of operations or liquidity for any year.
 Impairments of Long-Lived Assets
 We assess changes in economic, regulatory and legal conditions and make assumptions regarding estimated future cash flows in evaluating the value of our property, plant and equipment, goodwill and intangible assets. The judgments made in evaluating impairment of long-lived intangibles can materially affect our results of operations.

 We periodically evaluate whether current facts or circumstances indicate that the carrying values of our long-lived assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the asset's fair value and its carrying value. If quoted market prices are not available, we estimate fair value using a discounted value of estimated future cash flows approach.
 Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is evaluated for impairment as of October 1 each year, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that fair value is less than carrying value. Some of the factors considered in the assessment include general macroeconomic conditions, conditions specific to the industry and market, cost factors which could have a significant effect on earnings or cash flows, and overall financial performance. If we conclude it is more likely than not that fair value is less than carrying value, a quantitative fair value test is performed. If carrying value is greater than fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). We completed the annual qualitative goodwill impairment test as of October 1, 2024 and concluded that there was no impairment to goodwill as the fair value of the reporting unit was significantly in excess of the carrying value.
 Intangible assets are initially recorded at fair value, assigned an estimated useful life, and amortized primarily on a straight-line basis over their estimated useful lives. When events or circumstances warrant a review, we will assess recoverability from future operations using pretax undiscounted cash flows derived from the lowest appropriate asset groupings. Potential risks leading to impairment could include LOE occurring earlier than expected, competition, pricing reductions, and other macroeconomic changes. Impairments are recognized in operating results to the extent that the carrying value of the intangible asset exceeds its fair value, which is determined based on the net present value of estimated future cash flows. We did not have impairment charges as of December 31, 2024 and 2023. We recorded impairment charges of $9 million as of December 31, 2022. See Note 11 "Intangibles" to the Consolidated Financial Statements included in this report for additional details on Intangibles.
 Taxes on Income
 Deferred taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting based on enacted tax laws and rates. We establish valuation allowances for our deferred tax assets when the amount of expected future income is not likely to support the use of the deduction or credit. We evaluate tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, we recognize the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, we do not recognize any portion of the benefit in the financial statements. We recognize interest and penalties associated with uncertain tax positions as a component of Taxes on Income in the consolidated statement of income.
 Inventory Valuation
 Inventories consist of currently marketed products and are valued at the lower of cost or net realizable value. Inventories are assessed regularly for impairment and valuation reserves are established when necessary based on a number of factors including, but not limited to, product obsolescence and changes in estimates of future product demand and expiry. The determination of events and the assumptions utilized in our quantification of valuation reserves may require judgment. No material adjustments have been required to our inventory reserve estimates for the periods presented. Adverse changes in assumptions utilized in our inventory reserve calculations could result in an increase to our inventory valuation reserves and higher cost of sales.
 Acquisitions
 Business combinations are evaluated in order to determine whether transactions should be accounted for as acquisitions of assets or businesses. We make certain judgments, which include assessment of the inputs, processes, and outputs associated with the acquired set of activities. If we determine that substantially all of the fair value of gross assets included in a transaction is concentrated in a single asset (or a group of similar assets), we account for the transaction as an asset acquisition. In an asset acquisition, acquired in-process research and development ("IPR&D") with no alternative future use is charged to expense and contingent consideration is not recognized at the acquisition date. Product development milestones are recognized upon achievement and sales-based milestones are recognized when the milestone is deemed probable of being achieved. No goodwill is recorded in an asset acquisition.
 To be considered a business, the assets in a transaction need to include an input and a substantive process that together significantly contribute to the ability to create outputs. Businesses acquired are consolidated upon obtaining control. The fair value of assets acquired

 and liabilities assumed are recognized at the date of acquisition. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Any excess of the purchase price over the estimated fair values of the net assets acquired is recognized as goodwill. Business acquisition costs are expensed when incurred.
 The fair values of identifiable intangible assets related to currently marketed products are primarily determined by using an income approach through which fair value is estimated based on each asset's discounted projected net cash flows. Our estimates of market participant net cash flows consider historical and projected pricing, margins and expense levels; the performance of competing products and the current and expected competition environment where applicable; relevant industry and product growth drivers and factors; product life cycles; the ability to obtain additional marketing and regulatory approvals; the ability to manufacture and commercialize the products; and the life of each asset's underlying patent and related patent term extension, if any. The net cash flows are then discounted to present value utilizing an appropriate discount rate.
 The fair values of identifiable intangible assets related to IPR&D are also determined using an income approach, through which fair value is estimated based on each asset's probability-adjusted future net cash flows, which reflect the different stages of development of each product and the associated probability of successful completion. The net cash flows are then discounted to present value using an appropriate discount rate. Amounts allocated to acquired IPR&D are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each IPR&D project, we will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated and begin amortization.
 Certain of our business combinations involve the potential for future payment of consideration that is contingent upon the achievement of performance milestones, including product development milestones and royalty payments on future product sales. The fair value of contingent consideration liabilities is determined at the acquisition date using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows, the probability of success (achievement of the contingent event) and the risk-adjusted discount rate used to present value the probability-weighted cash flows. Subsequent to the acquisition date, at each reporting period until the contingency is resolved, the contingent consideration liability is remeasured at current fair value with changes (either expense or income) recorded in earnings in Other expense, net. Changes in any of the inputs may result in a significantly different fair value adjustment.
 Pension
 Our pension plans are calculated using actuarial assumptions including a discount rate for plan benefit obligations and an expected rate of return on plan assets. These significant assumptions are reviewed annually and are disclosed in Note 14 "Pension and Other Postretirement Benefit Plans" to the Consolidated Financial Statements included in this report.
 For our pension plans, the discount rate is evaluated on measurement dates to reflect the prevailing market rate of a portfolio of high-quality fixed-income debt instruments that would provide the future cash flows needed to pay the benefits included in the benefit obligation as they come due.
 The expected rate of return for the pension plans represents the average rate of return to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, we consider long-term compound annualized returns of historical market data, current market conditions and actual returns on our plan assets. Using this reference information, we develop forward-looking return expectations for each asset category and a weighted-average expected long-term rate of return for a target portfolio allocated across these investment categories. The expected portfolio performance reflects the contribution of active management as appropriate.
 Stock-Based Compensation
 We expense all stock-based payment awards to employees, including grants of stock options, over the requisite service period based on the grant date fair value of the awards. The fair value of certain stock-based awards is determined using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options.
 Recently Issued Accounting Standards
 For a discussion of recently issued accounting standards, see Note 2 "Summary of Accounting Policies" to the Consolidated Financial Statements included in this report.

 Item 8. Financial Statements and Supplementary Data
 The consolidated financial statements and supplementary data of Organon required in this item are set forth beginning on page 24. The only change from the financial statements filed with the Original Form 10-K is to the Report of Independent Registered Public Accounting Firm on page 25; this change occurred due to subsequently determining the internal control over financial reporting was ineffective as of December 31, 2024 as a result of the material weaknesses disclosed herein.

 Index to the Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

 Consolidated Statements of Income

 Consolidated Statements of Comprehensive Income

 Consolidated Balance Sheets

 Consolidated Statements of Equity

 Consolidated Statements of Cash Flows

 Report of Independent Registered Public Accounting Firm
 To the Board of Directors and Stockholders of Organon & Co.
 Opinions on the Financial Statements and Internal Control over Financial Reporting
 We have audited the accompanying consolidated balance sheets of Organon & Co. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of stockholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the Company (i) failing to set an appropriate tone at the top which resulted in violations of the Company's code of conduct, and (ii) not designing or maintaining effective controls related to providing complete information and appropriate communication between the former CEO and certain senior members of the Company's U.S. commercial organization and the Company's disclosure committee and financial reporting group to evaluate disclosures and financial reporting conclusions related to sales practices for wholesalers.
 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company's internal control over financial reporting does not affect our opinion on those consolidated financial statements.
 Restatement of Management's Conclusion Regarding Internal Control over Financial Reporting
 Management and we previously concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024. However, management has subsequently determined that material weaknesses in internal control over financial reporting existed as of that date related to the Company (i) failing to set an appropriate tone at the top which resulted in violations of the Company's code of conduct and (ii) not designing or maintaining effective controls related to providing complete information and appropriate communication between the former CEO and certain senior members of the Company's U.S. commercial organization and the Company's disclosure committee and financial reporting group to evaluate disclosures and financial reporting conclusions related to sales practices for wholesalers. Accordingly, management's report has been restated and our present opinion on internal control over financial reporting, as presented herein, is different from that expressed in our previous report.
 Basis for Opinions
 The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 Definition and Limitations of Internal Control over Financial Reporting
 A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 Critical Audit Matters
 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
 U.S. Rebate Accruals – Medicaid and Managed Care Rebates
 As described in Note 2 to the consolidated financial statements, the Company records certain variable consideration including discounts, which are estimated at the time of sale generally using the expected value method. Amounts accrued, included in accrued and other current liabilities, for aggregate customer discounts as of December 31, 2024 in the United States was $380 million, of which the majority related to U.S. rebate accruals for Medicaid and Managed Care. These rebate accruals are evaluated on a quarterly basis through comparison of information provided by the wholesalers, health maintenance organizations, pharmacy benefit managers, federal and state agencies, and other customers to the amounts accrued. Certain of these discounts are in the form of rebates, which are amounts owed based upon definitive contractual agreements or legal requirements with private sector (Managed Care) and public sector (Medicaid and Medicare Part D) benefit providers, after the final dispensing of the product by a pharmacy to a benefit plan participant. The provision for rebates is based on expected patient usage, as well as inventory levels in the distribution channel to determine the contractual obligation to the benefit providers. Management uses historical customer segment utilization mix, sales, changes to product mix and price, inventory levels in the distribution channel, government pricing calculations and prior payment history in order to estimate the expected provision.
 The principal considerations for our determination that performing procedures relating to U.S. rebate accruals for Medicaid and Managed Care is a critical audit matter are (i) the significant judgment by management when developing these rebate accruals; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to pricing information and historical customer segment utilization mix; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to provisions for U.S. Medicaid and Managed Care rebates. These procedures also included, among others (i) developing an independent estimate of the U.S. rebate accruals for Medicaid and Managed Care by utilizing third-party data on historical customer segment utilization mix in the U.S., pricing information, the terms of the specific rebate programs, and the historical trends of actual rebate claims paid; (ii) comparing the independent estimate to the U.S. rebate accruals for Medicaid and Managed Care recorded by management; and (iii) testing, on a sample basis, actual rebate claims paid for U.S. Medicaid and Managed Care, including evaluating those claims for consistency with the contractual terms of the Company's rebate agreements. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the pricing information used in the Medicaid portion of the accrual.
 /s/ PricewaterhouseCoopers LLP
 Florham Park, New Jersey
 February 28, 2025, except with respect to our opinion on internal control over financial reporting insofar as it relates to the effects of the matter described in the penultimate paragraph of Management's Report on Internal Control Over Financial Reporting, as to which the date is November 10, 2025
 We have served as the Company's auditor since 2019.

 Consolidated Statements of Income
 ($ in millions except shares in thousands and per share amounts)

 2024

 2023

 2022

 Revenues

 $

 6,403

 $

 6,263

 $

 6,174

 2,688

 2,515

 2,294

 Gross profit

 3,715

 3,748

 3,880

 1,760

 1,893

 1,704

 Research and development

 Restructuring costs

 Interest expense

 Exchange losses

 Other expense, net

 Income before income taxes

 1,122

 Income tax (benefit) expense

 ( 57)

 ( 350)

 $

 $

 1,023

 $

 Earnings per share:

 Basic

 $

 3.36

 $

 4.01

 $

 3.61

 Diluted

 $

 3.33

 $

 3.99

 $

 3.59

 Weighted average shares outstanding:

 Basic

 257,046

 255,239

 254,082

 Diluted

 259,152

 256,270

 255,169

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

 Consolidated Statements of Comprehensive Income

 2024

 2023

 2022

 $

 $

 1,023

 $

 Other Comprehensive (Loss) Income, Net of Taxes:

 Benefit plan net (loss) gain and prior service credit, net of amortization

 ( 2)

 ( 25)

 Cumulative translation adjustment

 ( 106)

 ( 74)

 ( 51)

 Comprehensive income

 $

 $

 1,046

 $

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

 Consolidated Balance Sheets
 ($ in millions except shares in thousands and per share amounts)

 2024

 2023

 Assets

 Current Assets:

 Cash and cash equivalents

 $

 $

 Accounts receivable (net of allowance for doubtful accounts of $ 14 in 2024 and $ 9 in 2023)

 1,358

 1,744

 Inventories (excludes inventories of $ 215 in 2024 and $ 110 in 2023 classified in Other assets)

 1,321

 1,315

 Other current assets

 Total Current Assets

 4,348

 4,508

 Property, plant and equipment, net

 1,168

 1,183

 Goodwill

 4,680

 4,603

 Intangibles, net

 1,414

 Other assets

 1,491

 1,231

 Total Assets

 $

 13,101

 $

 12,058

 Liabilities and Equity

 Current Liabilities:

 Current portion of long-term debt

 $

 $

 Trade accounts payable

 1,153

 1,314

 Accrued and other current liabilities

 1,411

 1,389

 Income taxes payable

 Total Current Liabilities

 2,718

 2,918

 Long-term debt

 8,860

 8,751

 Deferred income taxes

 Other noncurrent liabilities

 Total Liabilities

 12,629

 12,128

 Contingencies (Note 18)

 Organon & Co. Stockholders' Equity (Deficit):

 Common stock, $ 0.01 par value Authorized - 500,000 Issued and outstanding - 257,799 in 2024 and 255,626 in 2023

 Additional paid-in capital

 Retained earnings

 1,010

 Accumulated other comprehensive loss

 ( 649)

 ( 541)

 Total Stockholders' Equity (Deficit)

 ( 70)

 Total Liabilities and Stockholders' Equity (Deficit)

 $

 13,101

 $

 12,058

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

 Consolidated Statements of Stockholders' Equity (Deficit)
 ($ in millions, except shares in thousands and per share amounts)

 Common Stock

 Accumulated

 Retained

 Other

 Additional

 Earnings and

 Comprehensive

 Paid-In

 (Accumulated

 Income

 Shares

 Par Value

 Capital

 Deficit)

 (Loss)

 Total

 Balance at December 31, 2021

 253,550

 $

 $

 —

 $

 ( 998)

 $

 ( 513)

 $

 ( 1,508)

 —

 —

 —

 —

 Other comprehensive loss, net of taxes

 —

 —

 —

 —

 ( 51)

 ( 51)

 Cash dividends declared on common stock ($ 1.12 per share)

 —

 —

 —

 ( 290)

 —

 ( 290)

 Stock-based compensation plans and other

 —

 —

 —

 Net transfers to Merck & Co., Inc., including Separation Adjustments

 —

 —

 —

 ( 24)

 —

 ( 24)

 Balance at December 31, 2022

 254,370

 $

 $

 —

 $

 ( 331)

 $

 ( 564)

 $

 ( 892)

 —

 —

 —

 1,023

 —

 1,023

 Other comprehensive income, net of taxes

 —

 —

 —

 —

 Cash dividends declared on common stock ($ 1.12 per share)

 —

 —

 —

 ( 295)

 —

 ( 295)

 Stock-based compensation plans and other

 1,256

 —

 —

 Net transfers to Merck & Co., Inc. including Separation Adjustments

 —

 —

 —

 ( 13)

 —

 ( 13)

 Balance at December 31, 2023

 255,626

 $

 $

 $

 $

 ( 541)

 $

 ( 70)

 —

 —

 —

 —

 Other comprehensive loss, net of taxes

 —

 —

 —

 —

 Cash dividends declared on common stock ($ 1.12 per share)

 —

 —

 —

 ( 297)

 —

 ( 297)

 Stock-based compensation plans and other

 2,173

 —

 —

 —

 Balance at December 31, 2024

 257,799

 $

 $

 $

 1,010

 $

 ( 649)

 $

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

 Consolidated Statements of Cash Flows

 2024

 2023

 2022

 Cash Flows from Operating Activities

 $

 $

 1,023

 $

 Adjustments to reconcile net income to net cash flows provided by operating activities:

 Depreciation

 Amortization

 Impairment of assets

 —

 —

 Fair value changes in contingent consideration

 —

 —

 Deferred income tax benefit

 ( 160)

 ( 485)

 ( 18)

 Stock-based compensation

 Unrealized foreign exchange (gain) loss

 ( 2)

 ( 18)

 Other

 Net changes in assets and liabilities, net of assets acquired

 Accounts receivable

 ( 212)

 ( 123)

 Inventories

 ( 131)

 ( 230)

 ( 220)

 Other current assets

 ( 236)

 ( 10)

 ( 43)

 Trade accounts payable

 ( 157)

 ( 237)

 Accrued and other current liabilities

 ( 101)

 Income taxes payable

 ( 65)

 Other

 ( 8)

 Net Cash Flows Provided by Operating Activities

 Cash Flows from Investing Activities

 Capital expenditures

 ( 175)

 ( 251)

 ( 196)

 Proceeds from sale of property, plant and equipment

 ( 71)

 ( 8)

 ( 107)

 Dermavant acquisition, net of cash acquired

 ( 166)

 —

 —

 Purchase of product rights and asset acquisition

 ( 105)

 ( 2)

 ( 124)

 Net Cash Flows Used in Investing Activities

 ( 513)

 ( 260)

 ( 420)

 Cash Flows from Financing Activities

 Proceeds from debt

 1,186

 —

 Repayments of debt

 ( 1,197)

 ( 338)

 Payment of long-term debt issuance costs

 ( 38)

 —

 —

 Net transfers to Merck & Co., Inc.

 —

 —

 ( 24)

 Employee withholding taxes related to stock-based awards

 ( 22)

 ( 17)

 ( 11)

 Dividend payments

 ( 297)

 ( 294)

 ( 290)

 Net Cash Flows Used in Financing Activities

 ( 368)

 ( 569)

 ( 433)

 Effect of Exchange Rate Changes on Cash and Cash Equivalents

 ( 76)

 ( 36)

 Net Decrease in Cash and Cash Equivalents

 ( 18)

 ( 13)

 ( 31)

 Cash and Cash Equivalents, Beginning of Period

 Cash and Cash Equivalents, End of Period

 $

 $

 $

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

 1. Background and Nature of Operations
 Organon & Co. ("Organon" or the "Company") is a global healthcare company with a primary focus on improving the health of women throughout their lives. Organon develops and delivers innovative health solutions through a portfolio of prescription therapies and medical devices within women's health, biosimilars and established brands (the "Organon Products"). Organon has a portfolio of more than 70 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. Unless otherwise indicated, trademarks appearing in italics throughout this document are trademarks of, or are used under license by, the Organon group of companies.
 The Company's operations include the following product portfolios:

 Women's Health: Organon's women's health portfolio of products are sold by prescription primarily in two therapeutic areas, contraception, with key brands such as Nexplanon (etonogestrel implant) (sold as Implanon NXT in some countries outside the United States) and NuvaRing (etonogestrel / ethinyl estradiol vaginal ring), and fertility, with key brands such as Follistim AQ (follitropin beta injection) (marketed in most countries outside the United States as Puregon). Nexplanon is a long-acting reversible contraceptive, which is a class of contraceptives that is recognized as one of the most effective types of hormonal contraception available to patients with a low long-term average cost. Other women's health products include the Jada System, which is intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted, and a license from Dar Biosciences for the global commercial rights to Xaciato (clindamycin phosphate vaginal gel, 2%), an FDA-approved medication for the treatment of bacterial vaginosis ("BV") in females 12 years of age and older.

 Biosimilars: Organon's current biosimilars portfolio spans across immunology and oncology treatments. Organon's oncology biosimilars, Ontruzant (trastuzumab-dttb) and Aybintio TM 1 (bevacizumab), have been launched in more than 20 countries, Organon's immunology biosimilars, Brenzys TM 1 (etanercept), Renflexis (infliximab-abda) and Hadlima (adalimumab-bwwd), have been launched in five countries. All five biosimilars in Organon's portfolio have launched in Canada, and three biosimilars, Ontruzant, Renflexis and Hadlima have launched in the United States.

 Established Brands: Organon has a portfolio of established brands, which includes leading brands in cardiovascular, respiratory, dermatology and non-opioid pain management. Most brands in the established brands portfolio (with the exception of Emgality 2 (galcanezumab-gnlm), Rayvow 2 (lasmiditan) and Vtama (tapinarof)) lost exclusivity years ago and have faced generic competition for some time.

 2. Summary of Accounting Policies
 Revenue Recognition — Recognition of revenue requires evidence of a contract, probable collection of sales proceeds and completion of substantially all performance obligations. The Company acts as the principal in its customer arrangements and therefore records revenue on a gross basis. The majority of the Company's contracts have a single performance obligation — the promise to transfer goods. Shipping is considered immaterial in the context of the overall customer arrangement and damages or loss of goods in transit are rare. Therefore, shipping is not deemed a separately recognized performance obligation.
 Revenues from sales of products, including tenders, are recognized at a point in time when control of the goods is transferred to the customer, which the Company has determined is when title and risks and rewards of ownership transfer to the customer and the Company is entitled to payment.
 The nature of the Company's business gives rise to several types of variable consideration including discounts and returns, which are estimated at the time of sale generally using the expected value method, although the most likely amount method is used for prompt pay discounts.
 In the United States, sales discounts are issued to customers at the point-of-sale, through an intermediary wholesaler (known as chargebacks), or in the form of rebates. Additionally, sales are generally made with a limited right of return under certain conditions.

 Revenues are recorded net of provisions for sales discounts and returns, which are established at the time of sale. In addition, revenues are recorded net of time value of money discounts if collection of accounts receivable is expected to be in excess of one year.
 Chargebacks are discounts that occur when a contracted customer purchases through an intermediary wholesaler. The contracted customer generally purchases product from the wholesaler at its contracted price plus a mark-up. The wholesaler, in turn, charges the Company back for the difference between the price initially paid by the wholesaler and the contract price paid to the wholesaler by the customer. The Company estimates the provision for chargebacks based on expected sell-through levels by the Company's wholesale customers to contracted customers, as well as estimated wholesaler inventory levels. Rebates are amounts owed based upon definitive contractual agreements or legal requirements with private sector, (Managed Care), and public sector (Medicaid and Medicare Part D) benefit providers, after the final dispensing of the product by a pharmacy to a benefit plan participant. The provision for rebates is based on expected patient usage, as well as inventory levels in the distribution channel to determine the contractual obligation to the benefit providers. The Company uses historical customer segment utilization mix, sales, changes to product mix and price, inventory levels in the distribution channel, government pricing calculations and prior payment history to estimate the expected provision.
 The Company continually monitors the provision for aggregate customer discounts. There were no material adjustments to estimates associated with the aggregate customer discount provision in 2024, 2023, or 2022.
 Summarized information about changes in the aggregate customer discount accrual related to sales in the United States is as follows:

 2024

 2023

 2022

 Balance January 1

 $

 $

 $

 Provision

 3,024

 2,640

 2,221

 Payments (1)

 ( 3,048)

 ( 2,521)

 ( 2,165)

 Balance December 31

 $

 $

 $

 (1)
 Includes $ 48 million of liabilities assumed as part of the Dermavant acquisition.

 Amounts accrued for aggregate customer discounts are evaluated on a quarterly basis through comparison of information provided by the wholesalers, health maintenance organizations, pharmacy benefit managers, federal and state agencies, and other customers to the amounts accrued. The accrued balances relative to the provisions for chargebacks and rebates in the United States included in Accounts receivable and Accrued and other current liabilities were $ 100 million and $ 380 million, respectively, at December 31, 2024 and $ 87 million and $ 417 million, respectively, at December 31, 2023.
 Outside of the United States, variable consideration in the form of discounts and rebates is a combination of commercially-driven discounts in highly competitive product classes, discounts required to gain or maintain reimbursement, or legislatively mandated rebates. The accrued balances relative to the provision for chargebacks and rebates, based on the terms and nature of the rebate, are included in Accounts receivable and Accrued and other current liabilities. Rebates may also be required based on specific product sales thresholds. The Company applies an estimated factor against its actual invoiced sales to represent the expected level of future discount or rebate obligations associated with the sale. At December 31, 2024 and 2023, the accrued balances related to the provision for rebates and discounts included in other current liabilities were approximately $ 155 million and $ 126 million, respectively.
 The Company maintains a returns policy that allows customers in certain countries to return product within a specified period prior to and subsequent to the expiration date (generally, three to six months before and 12 months after product expiration). The estimate of the provision for returns is based upon historical experience with actual returns and consideration of other relevant factors.
 The Company's payment terms are typically 30 days to 90 days, although certain markets have longer payment terms. See Note 5 "Product and Geographic Information" for disaggregated revenue disclosures.
 Cash Equivalents — Cash equivalents are comprised of certain highly liquid investments with original maturities of three months or less.
 Inventories — Inventories are valued at the lower of cost or net realizable value. The cost of a substantial majority of U.S. inventories is determined using the last-in, first-out ("LIFO") method for both financial reporting and tax purposes. The cost of all other inventories is determined using the first-in, first-out ("FIFO") method.

 Value Added Tax — The Company's purchases, sales and intercompany transfers of goods are subject to value added tax ("VAT") and VAT receivables are recognized for amounts that represent credits against future VAT obligations. VAT receivables included in Other current asset s were $ 103 million and $ 113 million as of December 31, 2024 and 2023, respectively. VAT payables included in Accrued and other current liabilities were $ 11 million and $ 18 million as of December 31, 2024 and 2023, respectively. The related expense is included in the Company's operating expenses.
 Depreciation — Depreciation is provided over the estimated useful lives of the assets, principally using the straight-line method. The estimated useful lives primarily range from 25 to 40 years for buildings, and from 3 to 15 years for machinery, equipment and office furnishings. Depreciation expense was $ 132 million in 2024, $ 120 million in 2023, and $ 96 million in 2022. Repairs and maintenance costs are expensed as incurred as they do not extend the economic life of an asset.
 Advertising and Promotion Costs — Advertising and promotion costs are expensed as incurred and included in Selling, general and administrative expenses. The Company recorded advertising and promotion expenses of $ 206 million, $ 209 million, and $ 255 million in 2024, 2023 and 2022, respectively.
 Goodwill — Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is evaluated for impairment as of October 1 each year, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that fair value is less than carrying value. If the Company concludes it is more likely than not that fair value is less than carrying value, a quantitative fair value test is performed. If carrying value is greater than fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company completed the annual qualitative goodwill impairment test as of October 1, 2024 and concluded that there was no impairment to goodwill as the fair value of the reporting unit was significantly in excess of the carrying value.
 Intangibles — Intangibles include products and product rights and licenses, which are initially recorded at fair value, assigned an estimated useful life, and amortized on a straight-line basis over their estimated useful lives. Licenses include milestone payments made to collaborative partners upon or subsequent to regulatory approval. The estimated useful lives of intangibles range from 5 to 15 years. The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. See Note 11 "Intangibles" for additional details.
 Acquired In-Process Research and Development ("IPR&D") — IPR&D that the Company acquires in conjunction with the acquisition of a business represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, Organon will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company evaluates IPR&D for impairment as of October 1 each year, or more frequently if impairment indicators exist, by performing a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. See Note 11 "Intangibles" for additional details.
 Contingent Consideration — For transactions accounted for as a business combination, contingent consideration liabilities are recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liabilities are recognized in Other expense, net in the Consolidated Statements of Income. Contingent consideration liabilities that are payable prior to regulatory approval are recognized in Research and development in the C onsolidated Statements of Income when achievement of the milestone is deemed probable. Contingent consideration liabilities that are payable on or after regulatory approval are capitalized as intangible assets when the payments have become probable and amortized to Cost of sales over the remaining useful life of the related intangible assets. Contingent consideration payments made or received soon after the acquisition date are classified as Investing activities i n the Consolidated Statements of Cash Flows. Contingent consideration payments not made or received soon after the acquisition date that are related to the acquisition date fair value are reported as Financing activities in the Consolidated Statements of Cash Flows, and amounts paid or received in excess of the original acquisition date fair value are reported as Operating activities in the Consolidated Statements of Cash Flows.

 Research and Development — Research and development costs associated with clinical development programs that have not yet received regulatory approval are expensed as incurred.
 Acquired in-process research and development and milestones — Acquired IPR&D and milestones includes upfront and milestone payments, related to asset acquisitions, licensing or collaborative arrangements that are not considered an acquisition of a business and involve clinical development programs that have not yet received regulatory approval.
 Foreign Currency Translation — The net assets of international operations where the local currencies have been determined to be the functional currencies are translated into U.S. dollars using current exchange rates. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation account, which is included in Accumulated other comprehensive loss and reflected as a separate component of equity. For those operations that operate in highly inflationary economies and for those operations where the U.S. dollar has been determined to be the functional currency, non-monetary foreign currency assets and liabilities are translated using historical rates, while monetary assets and liabilities are translated at current rates, with the U.S. dollar effects of rate changes included in Exchange losses.
 Organon calculates foreign currency translation on its consolidated assets and liabilities.
 Stock-Based Compensation — Effective June 3, 2021, Organon established the 2021 Incentive Stock Plan (the "Plan"). A total of 35 million shares of Common Stock are authorized under the Plan. The plan provides for the grant of various types of awards, including restricted stock unit awards, stock appreciation rights, stock options, performance-based awards and cash awards. Under the Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. The Company measures stock-based compensation for equity awards at fair value on the date of grant and records stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. Accordingly, the Company recognizes stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation cost in earnings in the period of the change. See Note 6 "Stock-Based Compensation Plans" for additional details.
 Pension and Other Postretirement Benefit Plans — For certain defined benefit plans, the over funded or underfunded status of the plan was recognized as an asset or liability on the consolidated balance sheet. Organon sponsors certain non-U.S. defined benefit pension plans. See Note 14 "Pension and Other Postretirement Benefit Plans" for additional details.
 Restructuring Costs — Costs associated with exit or disposal activities are recognized in the period in which they are incurred. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period.
 Contingencies and Legal Defense Costs — The Company records accruals for contingencies and legal defense costs expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated.
 Taxes on Income — Deferred taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting based on enacted tax laws and rates. The Company establishes valuation allowances for its deferred tax assets when the amount of expected future income is not likely to support the use of the deduction or credit. The Company assesses all available evidence to estimate whether a valuation allowance should be recorded against existing deferred tax assets. The amounts of the deferred tax asset considered realizable, however, could be adjusted in future periods if estimates of future income are reduced or increased.
 The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements.

 The Company recognizes interest and penalties associated with uncertain tax positions as a component of Taxes on Income in the Consolidated Statement of Income. The Company accounts for the tax effects of the tax on global intangible low-taxed income ("GILTI") of certain foreign subsidiaries in the income tax provision in the period the tax arises. The Company and Merck entered into the Tax Matters Agreement in connection with the Separation. See Note 17 "Third-Party Arrangements" for additional details and defined terms.
 Leases — The Company has operating leases primarily for real estate. The Company determines if an arrangement is a lease at inception. When evaluating contracts for embedded leases, the Company exercises judgment to determine if there is an explicit or implicit identified asset in the contract and if the Company controls the use of that asset. Embedded leases are immaterial. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has made an accounting policy election not to record short-term leases (leases with an initial term of 12 months or less) on the balance sheet. Lease expense associated with short term leases is not material for all periods presented.
 Lease expense for operating lease payments is recognized on a straight-line basis over the term of the lease. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term. Since most of the Company's leases do not have a readily determinable implicit discount rate, the Company uses its incremental borrowing rate to calculate the present value of lease payments. On a quarterly basis, an updated incremental borrowing rate is determined based on the weighted average remaining lease term of each asset class and the Company's pretax cost of debt for that same term. The updated rates for each asset class are applied prospectively to new leases. The Company does not separate lease components (e.g. payments for rent) from non-lease components (e.g. common-area maintenance costs) in the event that the agreement contains both. The Company includes both the lease and fixed non-lease components for purposes of calculating the lease liability and the related right-of-use asset. See Note 12 "Long-Term Debt and Leases" for additional details.
 Principles of Consolidation — The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and accounts have been eliminated.
 Use of Estimates — The presentation of these Consolidated Financial Statements and accompanying notes in conformity with U.S. GAAP require management to make estimates and assumptions that affect the amounts reported. Estimates are used in determining such items as provisions for sales discounts and returns, depreciable and amortizable lives, recoverability of inventories, amounts recorded for contingencies, environmental liabilities, pension and other postretirement benefit plan assumptions, stock-based compensation assumptions, restructuring costs, impairments of long-lived assets (including intangible assets and goodwill), investments, and taxes on income. Additionally, estimates are used in acquisitions, including initial fair value determinations of assets and liabilities (primarily IPR&D, intangible assets and contingent consideration), as well as subsequent fair value measurements.
 Segments — The Company's operations includes three product portfolios which constitute one operating segment engaged in developing and delivering innovative health solutions through its portfolio of prescription therapies and medical devices within women's health, biosimilars and established brands. The Company's chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM assesses performance and decides how to allocate resources for our one operating segment based on consolidated net income that is reported on the consolidated statements of income. The Company has also evaluated the significant segment expenses incurred by our single segment and regularly provided to the CODM. The significant segment expenses provided to the CODM are consistent with those reported on the consolidated statements of income and include cost of sales, selling, general and administrative, research and development, interest expense and income taxes. The CODM uses these metrics to make key operating decisions such as: approving a new product launch strategy, making significant capital expenditures, approving the design of key commercialization strategies, decisions about key personnel, and approving annual operating and capital budgets. Our CODM considers budget-to-actual variances and year over year performance when making decisions supporting capital resource allocation. The Company manages assets on a consolidated basis as reported on the consolidated balance sheets.

 Recently Adopted Accounting Standards
 In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Improvements to Reportable Segment Disclosure s, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash flows. The amendments in this ASU are effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025, and should be applied on a retrospective basis for all periods presented. The Company adopted this ASU for the fiscal year beginning on January 1, 2024 on a retrospective basis for all periods presented. The adoption of the ASU did not have an impact on the Company's consolidated financial condition or results of operations, see Note 2 "Summary of Accounting Policies— Segments".
 Recently Issued Accounting Standards Not Yet Adopted
 In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires entities to disaggregate operating expenses into specific categories to provide enhanced transparency into the nature and function of expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. This ASU will have no impact on the Company's consolidated financial condition or results of operations. The Company is currently in the process of evaluating the effects of this guidance on its related disclosures.
 In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The amendments in this ASU are effective for annual periods beginning on January 1, 2025, and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. This ASU will have no impact on the Company's consolidated financial condition or results of operations. The Company is currently evaluating the impact to its income tax disclosures.

 3. Acquisitions and Licensing Arrangements
 2024 Transactions
 Dermavant Sciences Ltd. ("Dermavant")
 On October 28, 2024, Organon acquired Dermavant, a company dedicated to developing and commercializing innovative therapeutics in immuno-dermatology. Dermavant's novel product, Vtama, for the topical treatment of mild, moderate, and severe plaque psoriasis in adults, was approved by the U.S. Food and Drug Administration (the "FDA") in May 2022. In December 2024, the FDA approved Vtama for the treatment of atopic dermatitis, also known as eczema, in adults and children two years of age and older. Atopic dermatitis is one of the most common inflammatory dermatological conditions in adults, presenting a higher disease burden for women compared to men. The acquisition allows Organon to further expand its existing portfolio of established brands and biosimilar dermatology treatments.
 Consideration for Dermavant consists of the upfront payment of $ 175 million and a $ 75 million milestone payment upon regulatory approval, as well as payments of up to $ 950 million for the achievements of certain commercial milestones, tiered royalties on net sales, and the assumption of liabilities, including certain debt obligations, which were accounted for at fair value on the acquisition date.

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

 (in millions)

 Cash consideration paid to Dermavant at closing

 $

 Fair value of contingent consideration

 Aggregate purchase price consideration

 Contingent consideration included as part of the consideration relates to potential future milestone obligations of up to $ 1.025 billion, including: (i) up to $ 75 million in cash payable upon regulatory approval, and (ii) up to $ 950 million for the achievements of certain commercial milestones. The fair value of the contingent consideration recognized on the acquisition date was estimated by using the inputs disclosed in Note 13. "Financial Instruments." The Company reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value.
 The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024. As a result, Organon recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill, inventories, debts assumed, contingent considerations and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date.
 The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed related to the Dermavant acquisition as of the acquisition date:

 Cash and cash equivalents

 $

 Accounts receivable

 Inventories

 Other assets

 Intangibles

 Long-term debt

 ( 258)

 Other liabilities

 Deferred income taxes

 ( 12)

 Total identifiable net assets

 Goodwill

 Purchase Consideration

 $

 The carrying values of cash and cash equivalents, account receivables, raw materials inventory, other assets and other liabilities represented their fair values at the date of acquisition.
 The fair value of finished goods inventory was determined based on its net realizable based on the estimated selling price adjusted for cost of the selling effort and a reasonable profit allowance for the selling effort.
 The fair value of the identifiable intangible assets was determined primarily using the "income approach," which requires a forecast of the expected future cash flows (including net revenue, cost of sales, operating expenses) and the appropriate discount rate.

 The intangible assets acquired, as well as their fair values and estimated useful life consist of the following:

 Estimated

 Useful Life

 Fair Value

 (in years)

 Currently marketed products - products and product rights:

 Vtama - Psoriasis

 $

 Indefinite life - acquired IPR&D:

 Vtama - Atopic Dermatitis (1)

 N/A

 Vtama - International

 N/A

 $

 (1)
 In December 2024, the FDA approved Vtama for the treatment of atopic dermatitis, also known as eczema, in adults and children two years of age and older. As a result, the Company reclassified the Vtama - Atopic Dermatitis acquired IPR&D intangible asset to product and product rights.

 The fair value of the assumed debt was determined using the option-pricing model which is determined using expected payments and timing of payments, and a discount rate.
 The fair value measurement of contingent consideration arising from business combinations is determined via a probability-weighted cash flows using a Monte Carlo simulation model which are then discounted to present value. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows.
 The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill. The goodwill recognized upon acquisition is not deductible for income tax purposes.
 In December 2024, the FDA approved Vtama for atopic dermatitis. As a result, the Company transferred the IPR&D amount of $ 395 million to Currently marketed products – products and product rights and will amortize the asset over 11 years.
 During the fourth quarter of 2024, the regulatory milestone related to Vtama's atopic dermatitis indication, which was recorded as part of contingent consideration at fair value, was achieved and recorded in Accrued and other current liabilities. In January 2025, the Company paid $ 75 million related to the milestone.
 During the fourth quarter of 2024, Organon recognized an additional intangible asset of $ 24 million, related to a sales-based milestone that was deemed probable and was related to an assumed licensing agreement. The intangible asset will be amortized over 11 years.
 Unaudited Pro forma Information
 The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of Organon and Dermavant. The unaudited pro forma financial information includes adjustments to reflect incremental amortization expense to be incurred based on the current preliminary fair values of the identifiable intangible assets acquired; the incremental cost of sales related to the fair value adjustments associated with acquisition date inventory; and the reclassification of acquisition-related costs incurred during the year ended December 31, 2024 to the year ended December 31, 2023. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2023. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.

 The following unaudited pro forma summary presents consolidated information as if the business combination had occurred on January 1, 2023:

 Pro forma

 2024

 2023

 (unaudited)

 (unaudited)

 Revenues

 $

 6,499

 $

 6,349

 Transactions Costs
 Organon incurred costs associated with the Dermavant transaction of approximately $ 12 million, comprised of transaction fees and legal costs and were recognized in Selling, general and administrative expenses for the year ended December 31, 2024.
 Suzhou Centergene Pharmaceuticals ("Centergene")
 In September 2024, Organon entered into license and supply agreements with Centergene, pursuant to which Organon acquired the exclusive commercialization rights to Centergene's investigational asset, SJ02, in China. SJ02 is a long-acting recombinant human follicle-stimulating hormone carboxyl-terminal peptide fusion protein (FSH-CTP) designed for controlled ovarian stimulation ("COS") in combination with a gonadotropin-releasing hormone ("GnRH") antagonist. It is used to facilitate the development of multiple follicles in women undergoing assisted reproductive technology ("ART") programs. Under the terms of the agreement, Organon will pay $ 12 million, of which $ 6 million was paid in the fourth quarter of 2024. In addition, the remaining $ 6 million is payable upon Organon obtaining the manufacturing license, which is refundable if thereafter either the regulatory approval is not obtained or marketing authorization cannot be transferred. Organon may owe additional regulatory and sales-based milestones to Centergene of up to $ 170 million under the terms of the license and supply agreements. Organon will recognize regulatory and sales-based milestones when the achievement is probable.
 Eli Lilly ("Lilly")
 In December 2023, Organon announced an agreement with Lilly to become the sole distributor and promoter of the migraine medicines Emgality and Rayvow in Europe. Lilly will remain the marketing authorization holder and will manufacture the products for sale. Under the terms of the agreement, Organon paid an upfront payment of $ 50 million upon closing of the transaction in January 2024, and will recognize sales-based milestones when the achievement is deemed probable. In the first quarter of 2024, the Company recognized an intangible asset of $ 220 million, comprised of the $ 50 million upfront payment and $ 170 million of sales-based milestones that were deemed probable. The intangible asset will be amortized over 10 years.
 In August of 2024, Organon expanded its agreement with Lilly to become the sole distributor and promoter for Emgality in the following additional markets: Canada, Colombia, Israel, South Korea, Kuwait, Mexico, Qatar, Saudi Arabia, Taiwan, Turkey, and the United Arab Emirates. Organon paid an upfront payment of $ 23 million for the expansion of territory upon closing of the transaction in August 2024, and will recognize sales-based milestones when the achievement is deemed probable. In the third quarter of 2024, Organon recognized an additional intangible asset of $ 113 million, comprised of the $ 23 million upfront payment and $ 90 million related to the sales-based milestones that were deemed probable. The intangible asset will be amortized over 10 years.
 As of December 31, 2024, Organon had accrued $ 20 million in Accrued and Other current liabilities and $ 240 million in Other noncurrent liabilities in total related to the probable sales-based milestones. In January 2025, the Company paid $ 20 million related to the milestones.

 Shanghai Henlius Biotech, Inc. ("Henlius")
 For the year ended December 31, 2024 research and development milestones related to the Henlius agreement were determined to be probable of being achieved and the Company expensed $ 70 million, in Acquired in-process research and development and milestones expense related to the development of HLX11, an investigational biosimilar of Perjeta 2 (pertuzumab), and HLX14, an investigational biosimilar of Prolia 2 and Xgeva 2 (denosumab). As of December 31, 2024, $ 60 million of these milestones have been paid. On May 24, 2024, the European Medicines Agency validated the marketing authorization applications for HLX14. On October 30, 2024, the U.S. Food and Drug Administration accepted the biologic license application for HLX14.
 Cirqle Biomedical ("Cirqle")
 For the year ended December 31, 2024, research and development milestones related to the Cirqle agreement were determined to be probable of being achieved and the Company expensed and paid $ 10 million in Acquired in-process research and development and milestones expense.
 Oss Biotech Site
 Organon has entered into an agreement with Merck to acquire the Oss Bio-Tech manufacturing facility in the Netherlands. This agreement covers Organon's fertility drug substance production and associated support functions. Organon will pay aggregate consideration of $ 25 million, of which $ 15 million will be paid upon closing in the third quarter of 2025 and the remaining $ 10 million will be paid in the first half of 2026.
 2023 Transactions
 Claria Medical, Inc. ("Claria")
 In January 2023, the Company made a strategic investment in Claria, a privately-held company developing an investigational medical device being studied for use during minimally invasive laparoscopic hysterectomy. Under the terms of the agreement, Organon paid $ 8 million upfront and has the option to acquire Claria for an additional $ 47 million, payable if and when the option is exercised. The $ 8 million was expensed as Acquired in-process research and development and milestones in the Consolidated Statement of Income for the year ended December 31, 2023.

 4. Earnings per Share ("EPS")
 The calculations of basic and diluted EPS are as follows:

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

 2024

 2023

 2022

 $

 $

 1,023

 $

 Basic weighted average number of shares outstanding

 257,046

 255,239

 254,082

 Stock awards and equity units (share equivalent)

 2,106

 1,031

 1,087

 Diluted weighted average common shares outstanding

 259,152

 256,270

 255,169

 EPS:

 Basic

 $

 3.36

 $

 4.01

 $

 3.61

 Diluted

 $

 3.33

 $

 3.99

 $

 3.59

 Anti-dilutive shares excluded from the calculation of EPS

 8,363

 9,025

 4,375

 Diluted EPS was computed using the treasury stock method for stock option awards, performance share units and restricted share units. The computation of diluted EPS excludes the effect of the potential exercise of stock-based awards when the effect of the potential exercise would be anti-dilutive.

 5. Product and Geographic Information
 Revenues of the Company's products were as follows:

 2024

 2023

 2022

 U.S.

 Int'l

 Total

 U.S.

 Int'l

 Total

 U.S.

 Int'l

 Total

 Women's Health

 Nexplanon/Implanon NXT

 $

 $

 $

 $

 $

 $

 $

 $

 $

 Follistim AQ

 NuvaRing (1)

 Ganirelix Acetate Injection

 Marvelon/Mercilon

 —

 —

 —

 Jada

 —

 —

 Other Women's Health ( 1) (2)

 Biosimilars

 Renflexis

 Ontruzant

 Brenzys

 —

 —

 —

 Aybintio

 —

 —

 —

 Hadlima

 —

 Established Brands

 Cardiovascular

 Zetia (1)

 Vytorin

 Atozet

 —

 —

 —

 Rosuzet

 —

 —

 —

 Cozaar/Hyzaar

 Other Cardiovascular (1) (2)

 Respiratory

 Singulair

 Nasonex (1)

 —

 —

 Dulera

 Clarinex

 Other Respiratory (1) (2)

 Non-Opioid Pain, Bone and Dermatology

 Arcoxia

 —

 —

 —

 Fosamax

 Diprospan

 —

 —

 —

 Vtama

 —

 —

 —

 —

 —

 —

 Other Non-Opioid Pain, Bone and Dermatology (2)

 Other

 Emgality/Rayvow

 —

 —

 —

 —

 —

 —

 —

 Proscar

 Propecia

 Other (2)

 Other (3)

 —

 ( 1)

 —

 Revenues

 $

 1,572

 $

 4,831

 $

 6,403

 $

 1,478

 $

 4,785

 $

 6,263

 $

 1,437

 $

 4,737

 $

 6,174

 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)
 Sales of the authorized generic versions of NuvaRing, Zetia and Nasonex were previously included in other and have been reclassified to their respective brand name product.

 (2)
 Includes sales of products not listed separately.

 (3)
 Includes manufacturing sales to third parties.

 Revenues by geographic area where derived are as follows:

 2024

 2023

 2022

 Europe and Canada

 $

 1,763

 $

 1,673

 $

 1,631

 United States

 1,572

 1,478

 1,437

 Asia Pacific and Japan

 1,050

 1,129

 1,143

 China

 Latin America, Middle East, Russia, and Africa

 1,034

 Other (1)

 Revenues

 $

 6,403

 $

 6,263

 $

 6,174

 (1) Includes manufacturing sales to third parties.
 As of December 31, 2024, approximately 71 % of the Company's long-lived fixed assets are located in Europe and Canada, and 20 % are in the United States. The Company does not disaggregate assets on a products and services basis for internal management reporting and, therefore, such information is not presented.

 6. Stock-Based Compensation Plans
 The Company grants stock option awards, restricted share units ("RSUs"), performance share units ("PSUs") and cash awards pursuant to the 2021 Incentive Stock Plan.
 Employee stock options are granted to purchase shares of Company common 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 common shares based on the cumulative results of specified performance factors.
 The PSU awards are based on the following performance factors:

 total stockholder return ("TSR") of the Company relative to an index of peer companies specified in the awards; and

 the results of cumulative free cash flow ("FCF") and revenue metrics of the Company.

 PSUs include awards issued where the service inception date precedes the grant date. The grant date for the performance conditions is the date grantees have a mutual understanding of the key terms and conditions of the award, which will occur when the performance condition is objectively determinable and measurable. Recognition of stock-based compensation occurs at the service inception date. Measurement of stock-based compensation attributed to the PSU's will be based on the fair value once the grant date is determined.
 For FCF and relative TSR awards, the Company recognizes compensation costs ratably over the performance period. The PSU awards will generally vest at the end of the three year performance period, however, the number of shares delivered will vary based upon the attained level of performance. For PSUs with a performance-based FCF goal, stock-based compensation expense is recognized based on the probability of the achievement of the financial performance metric for the respective vesting period and is assessed at each reporting date. 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. The Company uses the Monte Carlo simulation to determine the fair value of the relative TSR awards as of the grant date.

 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 Common Stock after the end of the vesting or performance period, subject to the terms applicable to such awards.
 Cash awards will be recognized and expensed over their vesting period at the fair market value of the shares on the date they are awarded and will be remeasured on a quarterly basis until the award vests or is otherwise settled.
 Stock-based compensation expenses incurred by the Company were as follows:

 2024

 2023

 2022

 Stock-based compensation expense recognized in:

 $

 $

 $

 Research and development

 Total

 $

 $

 $

 Income tax benefits

 $

 $

 $

 The Company uses the Black-Scholes model to determine the fair value of the stock options as of the grant date. In applying this model, the Company uses both historical data and current market data to estimate the fair value of its options. The expected dividend yield is based on forecasted patterns of dividend payments. The risk-free interest rate is based on the rate at grant date of zero-coupon U.S. Treasury Notes with a term equal to the expected term of the option. Expected volatility is estimated using historical volatility.
 In 2024, the historical component of expected volatility is based on the historical monthly price changes of Organon and implied volatility of Organon. Due to the lack of trading history of Organon's stock at the time of valuation efforts, the historical component of expected volatility is based on historical monthly price changes of the peer group within the industry. In 2023, the historical component of expected volatility is based on historical monthly price changes of a combination of the peer group within the industry and Organon's historical monthly price changes. In 2022, the historical component of expected volatility is based only on historical monthly price changes of a combination of the peer group within the industry. Merck's historical data for Organon employees was used to estimate equity award exercise and employee termination behavior within the valuation model. The expected term represents the amount of time that options granted are expected to be outstanding based on historical and forecasted exercise behavior.
 The fair value of options granted was determined using the following assumptions:

 2024

 2023

 2022

 Expected dividend yield

 6.00

 %

 4.82

 %

 3.12

 %

 Risk-free interest rate

 4.12

 3.56

 2.47

 Expected volatility

 41.02

 42.30

 43.43

 Expected life (years)

 5.89

 5.89

 5.89

 A summary of the equity award transactions for the year ended December 31, 2024 is as follows:

 Stock Options

 RSUs

 PSUs

 average

 average

 average

 average

 exercise

 grant date

 grant date

 grant date

 (shares in thousands)

 Shares

 price

 fair value

 Shares

 fair value

 Shares

 fair value

 Outstanding as of January 1, 2024

 5,758

 $

 32.20

 $

 8.51

 7,511

 $

 25.05

 1,122

 $

 30.16

 Granted/Issued

 1,503

 18.80

 4.59

 5,509

 18.46

 31.25

 Vested/Exercised

 —

 —

 —

 ( 3,351)

 27.51

 ( 56)

 51.63

 Forfeited/Cancelled

 ( 313)

 29.11

 7.66

 ( 1,079)

 21.44

 ( 129)

 37.44

 Outstanding as of December 31, 2024

 6,948

 $

 29.44

 $

 7.70

 8,590

 $

 20.28

 1,121

 $

 28.44

 The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable as of December 31, 2024:

 Equity Awards Vested and Expected to Vest

 Equity Awards That are Exercisable

 Average

 Aggregate

 Remaining

 Average

 Aggregate

 Remaining

 Exercise

 Intrinsic

 Term

 Exercise

 Intrinsic

 Term

 (awards in thousands; aggregate intrinsic value in millions)

 Awards

 Price

 Value

 (in years)

 Awards

 Price

 Value

 (in years)

 Stock Options

 6,795

 $

 29.44

 $

 —

 6.58

 4,645

 $

 33.54

 $

 —

 5.46

 RSUs

 8,037

 1.91

 PSUs

 1.45

 The amount of unrecognized compensation costs as of December 31, 2024 was $ 141 million, which will be recognized in operating expense ratably over the weighted average vesting period of 1.88 years.

 7. Restructuring
 In the first quarter of 2024, Organon implemented additional restructuring activities related to the ongoing optimization of its internal operations by reducing headcount, primarily in the research and development function. In the fourth quarter of 2023, Organon implemented restructuring activities related to the ongoing optimization of its internal operations by reducing headcount in certain markets and functions. As a result of these combined activities, the Company's headcount was reduced by approximately 5 % by the end of 2024. Organon expects the remaining severance payments associated with the restructuring activities to be within the next twelve months.
 The following is a summary of changes in severance liabilities related to the restructuring activities included within Accrued and other current liabilities:

 2024

 2023

 Beginning balance

 $

 $

 Severance & severance related costs

 Cash payments and other

 ( 78)

 ( 21)

 Ending Balance

 $

 $

 During the first quarter of 2025, we implemented additional restructuring initiatives that will drive operational efficiencies in 2025, and will result in an approximate 5 % headcount reduction.

 8. Taxes on Income
 A reconciliation between the effective tax rate and the U.S. statutory rate is as follows:

 2024

 2023

 2022

 Tax Rate

 Tax Rate

 Tax Rate

 U.S. statutory rate applied to income before taxes

 $

 21.0

 %

 $

 21.0

 %

 $

 21.0

 %

 Differential arising from:

 Foreign earnings

 ( 79)

 ( 9.7)

 ( 91)

 ( 13.6)

 ( 113)

 ( 10.1)

 Tax settlements

 ( 14)

 ( 1.8)

 ( 13)

 ( 1.9)

 ( 2)

 ( 0.1)

 Amortization of intangible assets

 —

 —

 ( 686)

 ( 102.0)

 —

 —

 State taxes

 —

 —

 ( 5)

 ( 0.8)

 ( 2)

 ( 0.2)

 Global Intangible Low-Taxed Income

 7.7

 8.0

 5.1

 Interest expense disallowance

 1.3

 6.8

 1.2

 Valuation allowance

 ( 208)

 ( 25.8)

 30.9

 0.4

 Other

 0.2

 ( 4)

 ( 0.6)

 1.0

 $

 ( 57)

 ( 7.1)

 %

 $

 ( 350)

 ( 52.2)

 %

 $

 18.3

 %

 As a result of the Tax Cuts and Jobs Act ("TCJA"), the Company has made a determination it is no longer indefinitely reinvested with respect to a majority of its previously taxed undistributed earnings from foreign subsidiaries and provided for a deferred tax liability for withholding taxes due upon future remittances, net of certain foreign income tax credits. At December 31, 2024 and 2022, the deferred tax balance on undistributed earnings for certain subsidiaries that are deemed indefinitely reinvested was not material. At December 31, 2023 the deferred tax balance was $ 4 million.
 The tax effects of foreign earnings in the tax rate reconciliation above primarily reflect the effects of operations in jurisdictions with different tax rates than the United States thereby yielding a favorable impact on the effective tax rate compared with the U.S. statutory rate of 21%. The favorable impact is primarily attributable to a reduced tax rate arrangement that was agreed to in Switzerland for an active legal entity.
 The effective income tax rates were ( 7.1)%, ( 52.2)% and 18.3 % for 2024, 2023 and 2022, respectively. These effective income tax rates reflect the beneficial impact of foreign earnings, offset by the impact of U.S. inclusions under the Global Intangible Low-Taxed Income regime and a partial valuation allowance recorded against non-deductible U.S. interest expense. In the third quarter of 2024, the Swiss tax authority confirmed to the Company the applicable useful life of an existing tax asset. As a result, the Company has now concluded it is more likely than not it will utilize the entirety of the tax asset. As such, the Company released a $ 210 million related valuation allowance. In the fourth quarter of 2023, $ 476 million tax benefit was recorded, comprised of a gross benefit of $ 686 million, net of a $ 210 million valuation allowance, resulting from the termination of a tax arrangement in Switzerland.
 Income before taxes consisted of:

 2024

 2023

 2022

 Domestic

 $

 ( 479)

 $

 ( 554)

 $

 ( 451)

 1,286

 1,227

 1,573

 $

 $

 $

 1,122

 Taxes on income consisted of:

 2024

 2023

 2022

 Current provision

 Federal

 $

 $

 $

 State

 —

 —

 $

 $

 $

 Deferred provision

 Federal

 $

 ( 58)

 $

 ( 52)

 $

 ( 38)

 ( 102)

 ( 428)

 State

 —

 ( 5)

 ( 2)

 $

 ( 160)

 $

 ( 485)

 $

 ( 18)

 $

 ( 57)

 $

 ( 350)

 $

 Deferred income taxes at December 31 consisted of:

 2024

 2023

 Assets

 Liabilities

 Assets

 Liabilities

 Product intangibles and licenses

 $

 $

 —

 $

 $

 —

 Inventory related

 —

 —

 Reserves and allowances

 —

 —

 Accrued expenses

 —

 —

 Accelerated depreciation

 —

 —

 Unremitted foreign earnings

 —

 —

 Right of use asset

 —

 —

 Lease liability

 —

 —

 Interest expense limitation carryforward

 —

 —

 Compensation related

 —

 —

 Hedging

 —

 —

 Net operating losses and other tax credit carryforwards

 —

 —

 Other

 —

 —

 Subtotal

 $

 1,297

 $

 $

 1,172

 $

 Valuation allowance

 ( 261)

 —

 ( 309)

 —

 Total deferred taxes

 $

 1,036

 $

 $

 $

 Net deferred income taxes

 $

 $

 Recognized as:

 Other Assets

 $

 $

 Deferred Income Taxes

 $

 $

 A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

 2024

 2023

 2022

 Beginning balance

 $

 ( 309)

 $

 ( 52)

 $

 ( 35)

 Additions charged to expense

 ( 24)

 ( 257)

 ( 17)

 Reductions charged to expense

 —

 —

 Foreign currency translation

 —

 —

 Acquisition related

 ( 147)

 —

 —

 Ending balance

 $

 ( 261)

 $

 ( 309)

 $

 ( 52)

 The Company has recognized $ 224 million and $ 35 million of deferred taxes on net operating loss ("NOL") carryforwards in multiple jurisdictions as of December 31, 2024 and 2023, respectively. Valuation allowances of $ 261 million have been established on $ 180 million of foreign deferred tax assets and $ 82 million of U.S. deferred tax assets. The additions charged to expense are related to the U.S. disallowed interest expense carryforward. The reduction and other adjustments of $ 211 million is primarily due to the $ 210 million reversal of a prior year valuation allowance recorded in connection with the future benefit of a Swiss tax asset. The acquisition related valuation allowance activity of $ 147 million is for the valuation allowance established as part of purchase accounting in connection with the acquisition of Dermavant.
 Income taxes paid in 2024, 2023 and 2022, were $ 293 million, $ 135 million and $ 214 million, respectively.
 As of December 31, 2024 and 2023, the Company deferred the income tax consequences resulting from intra-entity transfers of inventory totaling $ 509 million and $ 396 million, respectively. These amounts are reflected in Other current assets.

 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 2024

 2023

 2022

 Balance January 1

 $

 $

 $

 Additions related to current year tax positions

 Additions related to prior year tax positions

 Reductions for tax positions of prior years

 ( 5)

 ( 8)

 ( 3)

 Settlements

 ( 27)

 ( 7)

 ( 12)

 Lapse of statute of limitations

 —

 ( 2)

 ( 3)

 Balance December 31

 $

 $

 $

 If the Company were to recognize the unrecognized tax benefits of $ 121 million, at December 31, 2024, the income tax provision would reflect a favorable net impact of $ 121 million.
 In 2024, 2023 and 2022, foreign tax authorities concluded their examinations of certain foreign income tax returns. As a result, the Company reflected a payment of $ 27 million, $ 7 million and $ 12 million in the consolidated financial statements in 2024, 2023 and 2022, respectively. A corresponding reduction in reserves of $ 27 million, $ 15 million and $ 11 million were also reflected in 2024, 2023 and 2022, respectively, for unrecognized tax benefits for tax positions relating to the years that were under examination.
 The Company does not anticipate any events in the next 12 months that would result in a material change to the uncertain tax positions. The Company believes that its reserves for uncertain tax positions are adequate to cover existing risks or exposures.
 Interest and penalties associated with uncertain tax positions resulted in a benefit of $ 15 million in 2024, an expense of $ 3 million in 2023 and were not material in 2022. These amounts reflect the beneficial impacts of various tax settlements. Liabilities for accrued interest and penalties were $ 20 million and $ 40 million as of December 31, 2024 and 2023, respectively.
 Various foreign tax examinations are in progress and for these jurisdictions, income tax returns are open for examination for the period 2006 through 2024.

 9. Inventories
 Inventories consisted of:

 2024

 2023

 Finished goods

 $

 $

 Raw materials

 Work in process

 Supplies

 Total (approximates current cost)

 $

 1,543

 $

 1,425

 Decrease to last in, first out ("LIFO") costs

 ( 7)

 —

 $

 1,536

 $

 1,425

 Recognized as:

 Inventories

 $

 1,321

 $

 1,315

 Other assets

 Inventories valued under the LIFO method

 As part of the Dermavant acquisition the Company acquired $ 97 million of inventory, which includes a $ 63 million purchase accounting inventory fair value adjustment. As of December 31, 2024 $ 56 million related to the fair value adjustment is included in inventory.
 Amounts recognized as Other assets are comprised primarily of raw materials and work in process inventories and are not expected to be converted to finished goods that will be sold within one year. The Company has long-term vendor supply contracts that include certain annual minimum purchase commitments.

 As of December 31, 2024, total inventory purchase obligations are $ 738 million and extend through 2032. Inventory purchase obligations due within the next twelve months amount to $ 320 million.

 10. Property, Plant and Equipment

 2024

 2023

 Land

 $

 $

 Buildings

 Machinery, equipment and office furnishings

 1,209

 1,191

 Construction in progress

 Less: accumulated depreciation

 ( 1,060)

 ( 1,017)

 Property, Plant and Equipment, net

 $

 1,168

 $

 1,183

 11. Intangibles
 Intangibles consists of:

 December 31, 2024

 December 31, 2023

 Gross Carrying

 Accumulated

 Gross Carrying

 Accumulated

 Amortization

 Net

 Amortization

 Net

 Products and product rights

 $

 24,917

 $

 23,936

 $

 $

 24,290

 $

 23,845

 $

 Licenses

 Acquired IPR&D

 —

 —

 —

 —

 $

 25,542

 $

 24,128

 $

 1,414

 $

 24,521

 $

 23,988

 $

 As of December 31, 2024, net intangibles include $ 629 million of Vtama intangibles that will be amortized over 11 years and $ 61 million of indefinite lived Acquired IPR&D related to Vtama. See Note 3 "Acquisitions and Licensing Arrangements" for further information.
 The Company did not have impairment charges in 2024 and 2023.
 Aggregate amortization expense recorded within Cost of sales was $ 145 million in 2024, $ 116 million in 2023 and $ 116 million in 2022.
 The estimated aggregate future amortization expense is as follows:

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 The following table summarizes the changes in goodwill:

 2024

 2023

 Beginning balance

 $

 4,603

 $

 4,603

 Additions (1)

 —

 Ending balance

 $

 4,680

 $

 4,603

 (1)
 Relates to the Dermavant acquisition. See Note 3 "Acquisitions and Licensing Arrangements" for further information.

 12. Long-Term Debt and Leases
 The following is a summary of Organon's total debt:

 2024

 2023

 Term Loan B Facility:

 SOFR plus 225 bps term loan due 2031 (1)

 $

 1,543

 $

 2,543

 EURIBOR plus 275 bps euro-denominated term loan due 2031 ( 724 million in 2024 and 731 million in 2023) (2)

 4.125 % secured notes due 2028

 2,100

 2,100

 2.875 % euro-denominated secured notes due 2028 ( 1.25 billion)

 1,304

 1,384

 5.125 % notes due 2031

 2,000

 2,000

 6.750 % secured notes due 2034

 —

 7.875 % notes due 2034

 —

 Revenue Interest Purchase and Sale Agreement (3)

 —

 NovaQuest Funding Agreement (3)

 —

 Other borrowings

 Other (discounts and debt issuance costs)

 ( 97)

 ( 84)

 Total principal long-term debt

 $

 8,880

 $

 8,760

 Less: Current portion of long-term debt

 Total Long-term debt, net of current portion

 $

 8,860

 $

 8,751

 (1)
 Prior to entering into Amendment No. 2 to the Senior Credit Agreement on May 17, 2024, the maturity date was 2028.

 (2)
 Prior to entering into Amendment No. 3 to the Senior Credit Agreement on December 20, 2024, the maturity date was 2028.

 (3)
 Recognized at the amortized cost basis. The remaining principal is determined as the initial fair value less principal payments. As of December 31, 2024, the remaining principal of the RIPSA and NovaQuest debt is $ 156 million and $ 102 million, respectively.

 Term Loan B Facility
 On June 2, 2021, Organon entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the "Senior Credit Agreement"), providing for:

 a Term Loan B Facility ("Term Loan B Facility"), consisting of (i) a U.S. dollar denominated senior secured "tranche B" term loan ("U.S. Dollar Term Loan Facility") in the amount of $ 3.0 billion, and (ii) a euro denominated senior secured "tranche B" term loan ("Euro Term Loan Facility") in the amount of 750 million, in each case with a seven-year term that matures in 2028; and

 a Revolving Credit Facility ("Revolving Credit Facility" and, together with the Term Loan B Facility, the "Senior Credit Facilities"), in an aggregate principal amount of up to $ 1 billion, with a five-year term that matures in 2026.

 On May 17, 2024, Organon entered into Amendment No. 2 to the Senior Credit Agreement ("Amendment No. 2") which, among other things, (i) extended the maturity of the U.S. Dollar Term Loan Facility to May 17, 2031, (ii) extended the maturity of the revolving credit loans made under the Revolving Credit Facility to December 2, 2027, (iii) increased the maximum amount of the Revolving Credit Facility by $ 300 million and decreased the commitment fee payable in respect of the Revolving Credit Facility to 0.375 %, (iv) removed the credit spread adjustment applicable to SOFR loans, and (v) reduced the interest rate in respect of the remaining $ 1.55 billion of loans under the U.S. Dollar Term Loan Facility (the "U.S. Dollar Term Loans") from Term SOFR plus 3.0 % to Term SOFR plus 2.50 %.
 On December 20, 2024, Organon entered into Amendment No. 3 to the Senior Credit Agreement ("Amendment No. 3") which, among other things, (i) reduced the interest rate of the outstanding U.S. Dollar Term Loans from Term SOFR plus 2.50 % to Term SOFR plus 2.25 %, (ii) reduced the interest rate of the loans outstanding under the Euro Term Loan Facility (the "EUR Term Loans" and, together with the U.S. Dollar Term Loans, the "Term Loans") from EURIBOR plus 3.0 % to EURIBOR plus 2.75 %, (iii) extended the maturity of the Euro Term Loan Facility to December 20, 2031, (iv) reduced the interest rate under the Revolving Credit Facility from Term SOFR plus 2.00 % to Term SOFR plus 1.50 %.

 Borrowings made under the Senior Credit Agreement bear interest, in the case of:

 term loans under the Term Loan B Facility (i) denominated in U.S. Dollars, at 2.25 % in excess of Term SOFR (subject to a floor of 0.50 %), or 1.25 % in excess of an alternate base rate ("ABR"), at Organon's option and (ii) denominated in euros, at 2.75 % in excess of EURIBOR (subject to a floor of 0.00 %); and

 revolving loans under the Revolving Credit Facility (i) in U.S. Dollars, at 1.50 % in excess of Term SOFR (subject to a floor of 0.00 %), or 0.50 % in excess of ABR, at Organon's option and (ii) in euros, at 1.50 % in excess of EURIBOR.

 Interest payments on the Term Loans are due monthly or quarterly, depending on the interest period selected. Principal payments on the Term Loans were based on 0.25 % of the original principal amount outstanding on the closing date of the Senior Credit Agreement and due on the last business day of each March, June, September and December, commencing with the last business day of September 2021 (the "Principal Payments"). These Principal Payments are reduced by the amount of any voluntary prepayments. As a result of discretionary prepayments discussed below, the quarterly Principal Payments on the U.S. Dollar Term Loans are no longer required. Effective as of the December 20, 2024 closing date of Amendment No. 3, Principal Payments on the Euro Term Loans are based on the principal amount outstanding on the Amendment No. 3 effective date.
 On June 26, 2024, the Company made a discretionary prepayment of $ 7.5 million on the U.S. Dollar Term Loans. On March 30, 2023, the Company made a discretionary prepayment of $ 250 million on the U.S. Dollar Term Loans. In the second quarter of 2022, the Company made a discretionary prepayment of $ 100 million on the U.S. Dollar Term Loans.
 During the second quarter of 2024, the Company borrowed $ 36 million on the Revolving Credit Facility and subsequently repaid the amount on June 17, 2024. The Company borrowed $ 100 million on the Revolving Credit Facility in October 2024 and an additional $ 50 million in November 2024 and repaid the amounts in December 2024. There were no outstanding balances under the Revolving Credit Facility as of December 31, 2024 or December 31, 2023. The Company borrowed $ 90 million on the Revolving Credit Facility in January 2025.
 The Senior Credit Agreement contains customary financial covenants, including a total leverage ratio covenant, which measures the ratio of (i) consolidated total debt to (ii) consolidated earnings before interest, taxes, depreciation and amortization, and subject to other adjustments, that must meet certain defined limits which are tested on a quarterly basis. In addition, the Senior Credit Agreement contains covenants that limit, among other things, Organon's ability to prepay, redeem or repurchase its subordinated and junior lien debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, redeem or repurchase equity interests, and create or become subject to liens. As of December 31, 2024, the Company is in compliance with all financial covenants and no default or event of default has occurred.
 Notes
 In April 2021, Organon Finance 1 LLC ("Organon Finance 1"), a subsidiary of Merck, issued 1.25 billion aggregate principal amount of 2.875 % senior secured notes due 2028, $ 2.1 billion aggregate principal amount of 4.125 % senior secured notes due 2028 and $ 2.0 billion aggregate principal amount of 5.125 % senior unsecured notes due 2031 (collectively, the "Notes"). Interest payments are due semiannually on October 30 and April 30. As part of the Separation, on June 2, 2021, Organon and a wholly-owned Dutch subsidiary of Organon, (the "Dutch Co-Issuer") assumed the obligations under the Notes as co-issuers, Organon Finance 1 was released as an obligor under the Notes, and certain subsidiaries of Organon agreed to guarantee the Notes. Each series of Notes was issued pursuant to an indenture dated April 22, 2021, between Organon and U.S. Bank National Association. Organon and the Dutch Co-Issuer assumed the obligations under the Notes pursuant to a first supplemental indenture to the relevant indenture, and the guarantors agreed to guarantee the Notes pursuant to a second supplemental indenture to the relevant indenture.
 During the second quarter of 2024, Organon issued $ 500 million of 6.750 % senior secured notes due 2034 (the "2034 Secured Notes") and $ 500 million of 7.875 % senior unsecured notes due 2034 (the "2034 Unsecured Notes" and, together with the Secured Notes the "2034 Notes"). Each series of notes is guaranteed by each of the entities that guarantees the Companies' existing senior secured credit facilities (the "Credit Facilities"). Organon used the net proceeds from the sale of the 2034 Notes to repay a portion of its borrowings under the Credit Facilities' U.S. dollar-denominated "tranche B" term loan and to pay the fees and expenses incurred in connection with the foregoing.

 As of December 31, 2024, the Company recorded approximately $ 38 million of deferred debt issuance costs and discounts related to the 2034 Notes, Amendment No. 2 and Amendment No. 3. Debt issuance costs and discounts are presented as a reduction of debt on the Condensed Consolidated Balance Sheets and are amortized as a component of interest expense over the term on the related debt using the effective interest method.
 Revenue Interest Purchase and Sale Agreement
 In connection with the Dermavant acquisition, Organon assumed a revenue interest purchase and sale agreement (the "RIPSA") with XYQ Luxco, NovaQuest Co-Investment Fund XVII, L.P., an affiliate of NovaQuest Capital Management, LLC, and MAM Tapir Lender, LLC, an affiliate of Marathon Asset Management, L.P., together with U.S. Bank National Association, as collateral agent. Under the terms of the RIPSA, Organon is obligated to pay quarterly royalties equal to $ 1.5 million through 2026. After 2026, the royalties are based on a capped single-digit revenue interest in net sales of Vtama for all dermatological indications in the United States, up to a cap of $ 344 million.
 The RIPSA is accounted for as debt and was initially recognized at fair value of $ 156 million. Over the term of the arrangement, the effective interest rate will be updated prospectively each reporting period based on the carrying amount of the debt, and the estimated timing and remaining cash flows related to the debt. As of December 31, 2024 the effective interest rate of the RIPSA is 7.3 %.
 Funding Agreement with NovaQuest
 In connection with the Dermavant acquisition, Organon assumed the funding agreement with NovaQuest Co-Investment Fund VIII, L.P. ("NovaQuest"). Organon will make quarterly payments due totaling $ 118 million in aggregate, to be paid through 2028, with payments due totaling $ 6 million in 2025, $ 21 million in 2026, $ 57 million in 2027 and $ 34 million in 2028. The debt was initially recognized at fair value of $ 102 million and will be subsequently recognized at the amortized cost basis.
 Long-term debt was recorded at the carrying amount. The estimated fair value of long-term debt (including current portion) is as follows:

 Fair Value

 Measurement

 Level

 2024

 2023

 Long-term debt

 $

 8,354

 $

 8,253

 Long-term debt (RIPSA & NovaQuest)

 —

 Level 2 was estimated using inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the liability. Level 3 was estimated using unobservable inputs.
 The Company made interest payments related to its debt instruments of $ 487 million for the year ended December 31, 2024. The average maturity of the Company's long-term debt as of December 31, 2024 is approximately 5.6 years and the weighted-average interest rate on total borrowings as of December 31, 2024 is 5.1 %.
 The schedule of principal payments required on long-term debt for the next five years, exclusive of $ 12 million of accrued interest related to the RIPSA and NovaQuest debt, and thereafter are as follows:

 2025

 $

 2026

 2027

 2028

 3,445

 2029

 Thereafter

 5,418

 Leases
 Operating lease costs were $ 63 million, $ 67 million and $ 61 million for the year ended December 31, 2024, 2023, and 2022, respectively.
 None of the Company's lease agreements contain variable lease payments. Sublease income is immaterial and there are no sale-leaseback transactions. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
 Cash paid for amounts included in the measurement of operating lease liabilities was $ 52 million, $ 56 million and $ 55 million for the year ended December 31, 2024, 2023 and 2022, respectively. Operating lease assets obtained in exchange for new operating lease liabilities were $ 25 million, $ 25 million and $ 28 million for the year ended December 31, 2024, 2023 and 2022, respectively, and primarily consists of real estate operating leases.
 Supplemental balance sheet information related to operating leases is as follows:

 2024

 2023

 Assets

 Other Assets

 $

 $

 Liabilities

 Accrued and other current liabilities

 Other Noncurrent Liabilities

 $

 $

 Weighted-average remaining lease term (years)

 5.2

 5.0

 Weighted-average discount rate

 5.1

 %

 4.8

 %

 Maturities of operating lease liabilities as of December 31, 2024 are as follows ($ in millions):

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 Total lease payments

 $

 Less: Imputed interest

 $

 13. Financial Instruments
 The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

 Fair Value

 Measurement

 Level

 2024

 2023

 Other current assets:

 Forward contracts

 $

 $

 Other assets:

 Cross-currency swap

 —

 Accrued and other current liabilities:

 Contingent consideration

 —

 Forward contracts

 Other noncurrent liabilities:

 Contingent consideration

 —

 Long-term debt

 8,354

 8,253

 Long-term debt (RIPSA & NovaQuest)

 —

 Foreign Currency Risk Management
 The Company uses a balance sheet risk management program to partially mitigate the exposure of net monetary assets of its subsidiaries that are denominated in a currency other than a subsidiary's functional currency from the effects of volatility in foreign exchange. In these instances, Organon principally utilizes forward exchange contracts to partially offset the effects of exchange on exposures denominated in developed country currencies, primarily the euro, Swiss franc, and 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.
 Forward Contracts
 Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Exchange losses in the Consolidated Statements of Income. The forward contracts are not designated as hedges and are marked to market through Exchange losses in the Consolidated Statements of Income. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year. The notional amount of forward contracts was $ 1.4 billion as of December 31, 2024 and December 31, 2023, respectively. The cash flows and the related gains and losses from these contracts are reported as operating activities in the Consolidated Statements of Cash Flows.
 Net Investment Hedge
 Euro-denominated debt instruments
 Foreign exchange risk is also managed through the use of economic hedges on foreign currency balances. 724 million of the euro-denominated term loan and 1.25 billion of the 2.875 % euro-denominated secured notes have been designated and are effective as a hedge of the net investment in euro-denominated subsidiaries. See Note 12 "Long-Term Debt and Leases" for additional details.
 Cross-Currency Swaps
 In conjunction with the issuance of the 2034 Notes, the Company entered into cross-currency swaps that mature in 2029. The Company elected to designate the fixed-for-fixed swaps as a hedge of the net investment in euro-denominated subsidiaries balance and the change in the fair value attributable to the changes in the spot rate is recorded in Other Comprehensive Income (Loss), Net of Taxes. Throughout the term of the swaps, the Company will pay a fixed interest rate of 5.8330 % based on the Euro notional amount of 922 million and receive a fixed interest rate of 7.3125 % based on the U.S. dollar notional amount of $ 1 billion. The notional amount based on the Euro

 leg of the cross-currency swaps has been designated and is effective as a hedge of the net investment in euro-denominated subsidiaries. The difference between the interest rate received and paid under the cross-currency swap agreements is recorded in Interest expense in the Consolidated Statements of Income. The cash flows and the related gains and losses from the periodic settlements of the cross-currency swaps are reported as Operating Activities in the Consolidated Statements of Cash Flows.
 Foreign currency gain (loss) due to spot rate fluctuations on the euro-denominated debt instruments and the change in fair value of the cross-currency swaps resulting from hedge designation were included within Cumulative translation adjustment in Other comprehensive income (loss):

 2024

 2023

 2022

 Euro-denominated debt instruments gain (loss)

 $

 $

 ( 84)

 $

 Cross-currency swaps gain

 —

 —

 The Consolidated Statements of Income include the impact of net (gains) losses of Organon's derivative financial instruments:

 2024

 2023

 2022

 Derivative (gain) loss in Exchange losses

 $

 ( 22)

 $

 ( 22)

 Derivative gain in Interest expense

 ( 9)

 —

 —

 Contingent Consideration
 The fair value measurement of contingent consideration arising from business combinations is determined via a probability-weighted cash flows using a Monte Carlo simulation model which are then discounted to present value. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At December 31, 2024, the fair value measurements of acquisition-related contingent consideration were determined using discount rates ranging from 6.26 % to 8.05 %.
 The following table presents a reconciliation of contingent consideration measured on a recurring basis using significant unobservable inputs (Level 3):

 2024

 Beginning balance

 $

 —

 Additions

 Fair value adjustment

 Ending balance

 $

 Concentrations of Credit Risk
 Organon has established accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable. Under these agreements, Organon factored $ 186 million and $ 66 million of accounts receivable as of December 31, 2024 and December 31, 2023, respectively, which reduced outstanding accounts receivable. The cash received from the financial institutions is reported within Operating Activities in the Consolidated Statements of Cash Flows. The cost of factoring such accounts receivable were not material for the year ended December 31, 2024, 2023, and 2022.
 The Company monitors credit exposures through limits that were established to limit concentration with any single issuer or institution. The majority of the Company's accounts receivable arise from product sales in the United States, Europe and China and are primarily due from drug wholesalers and retailers, hospitals, government agencies, managed health care providers and pharmacy benefit managers. The Company's customers with the largest accounts receivable balances are McKesson Corporation, Cardinal Health and Cencora, Inc. which represented approximately 12 %, 7 % and 6 %, respectively, of total gross account receivable at December 31, 2024. Bad debts have been minimal. The Company does not normally require collateral or other security to support credit sales.

 14. Pension and Other Postretirement Benefit Plans
 Organon pension plans are primarily comprised of plans in Switzerland, Belgium, Korea, Germany and Italy. The Company uses December 31 as the year-end measurement date for these plans.
 Net Periodic Benefit Cost
 The net periodic benefit cost for pension plans consisted of the following components:

 2024

 2023

 2022

 Service cost

 $

 $

 $

 Interest cost

 Expected return on plan assets

 ( 7)

 ( 6)

 ( 4)

 Net loss amortization

 —

 ( 1)

 —

 Curtailments

 —

 —

 Settlements

 —

 —

 Net periodic benefit cost

 $

 $

 $

 The components of net periodic benefit cost other than the service cost component are included in Other (income) expense, net.
 Obligations and Funded Status
 Summarized information about changes in plan assets and benefit obligations, the funded status and the amounts recorded is as follows:

 2024

 2023

 Fair value of plan assets January 1

 $

 $

 Actual return on plan assets

 Company contributions

 Effects of exchange rate changes

 ( 9)

 Benefits paid

 ( 7)

 ( 5)

 Other

 ( 2)

 Net transfer of plan assets from Merck affiliates

 —

 Fair value of plan assets December 31

 $

 $

 Benefit obligation January 1

 $

 $

 Service cost

 Interest cost

 Actuarial gains

 Benefits paid

 ( 7)

 ( 5)

 Effects of exchange rate changes

 ( 16)

 Other

 Net transfer of benefit obligations from Merck affiliates

 —

 Benefit obligation December 31

 $

 $

 Funded status December 31

 $

 ( 76)

 $

 ( 77)

 Recognized as:

 Other assets

 $

 $

 —

 Accrued and other current liabilities

 —

 ( 1)

 Other Noncurrent liabilities

 ( 77)

 ( 76)

 Information related to the funded status of materially significant pension plans is as follows:

 2024

 2023

 Pension plans with a projected benefit obligation in excess of plan assets

 Projected benefit obligation

 $

 $

 Fair value of plan assets

 Pension plans with an accumulated benefit obligation in excess of plan assets

 Accumulated benefit obligation

 $

 $

 Fair value of plan assets

 Plan Assets
 The fair values of the Company's pension plan assets at December 31 by asset category are as follows:

 Fair Value Measurements Using

 Fair Value Measurements Using

 Level 1

 Level 2

 Level 3

 Total

 Level 1

 Level 2

 Level 3

 Total

 2024

 2023

 Cash and cash equivalents

 $

 $

 —

 $

 —

 $

 $

 $

 —

 $

 —

 $

 Investment funds

 Developed markets equities

 —

 —

 Government and agency obligations

 —

 —

 Emerging markets equities

 —

 —

 —

 —

 Other

 —

 —

 —

 —

 Equity income securities

 Developed markets equities

 —

 —

 —

 —

 —

 —

 —

 —

 Fixed income securities

 Government and agency obligations

 —

 —

 —

 —

 Corporate Obligations

 —

 —

 —

 —

 Other investments

 Insurance contracts

 —

 —

 —

 —

 Other

 —

 —

 Plan assets at fair value

 $

 $

 $

 —

 $

 $

 $

 $

 —

 $

 The targeted investment portfolio for the Company's pension plans that are sponsored outside the United States varies based on the duration of pension liabilities and local government rules and regulations. There are no unfunded commitments or redemption restrictions related to these investments.
 Expected Contributions
 Expected contributions during 2025 are approximately $ 15 million for the Company's pension plans.
 Expected Benefit Payments
 Expected benefit payments are as follows ($ in millions):

 2025

 2026

 2027

 2028

 2029

 Thereafter

 $

 $

 $

 $

 $

 $

 Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service.

 Amounts Recognized in Other Comprehensive Income
 Net gain or loss amounts reflect differences between expected and actual returns on plan assets as well as the effects of changes in actuarial assumptions. Net loss amounts in excess of certain thresholds are amortized into net periodic benefit cost over the average remaining service life of employees.

 2024

 2023

 2022

 Net (loss) gain arising during the period

 $

 ( 4)

 $

 ( 28)

 $

 Net loss amortization or (settlement) included in benefit cost

 ( 1)

 —

 Actuarial Assumptions
 The Company reassesses its benefit plan assumptions on a regular basis. The weighted average assumptions used in determining pension plan information are as follows:

 2024

 2023

 2022

 Net periodic benefit cost

 Discount rate

 2.77

 %

 3.82

 %

 1.49

 %

 Expected rate of return on plan assets

 4.48

 4.44

 4.05

 Salary growth rate

 2.83

 2.98

 2.75

 Benefit obligation

 Discount rate

 2.41

 2.77

 3.82

 Salary growth rate

 2.77

 2.83

 2.98

 The discount rate is evaluated on measurement dates and modified to reflect the prevailing market rate of a portfolio of high-quality, fixed-income debt instruments that would provide the future cash flows needed to pay the benefits included in the benefit obligation as they come due.
 The expected rate of return represents the average rate of return to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid and is determined on a plan basis. The expected rate of return for each plan is developed considering long-term historical returns data, current market conditions, and actual returns on the plan assets. Using this reference information, the long-term return expectations for each asset category and a weighted-average expected return for each plan's target portfolio is developed according to the allocation among those investment categories. The expected portfolio performance reflects the contribution of active management as appropriate.
 In accordance with the terms of the Employee Matter Agreement, prior to the Separation, Merck continued to provide service crediting to employees that transferred to Organon under Merck's U.S. defined benefit pension plan, supplemental executive retirement, and retiree medical plans for purposes of early retirement eligibility and subsidies, as well as for certain service crediting bridges. Although Merck is responsible for providing these benefits, Organon recorded the portion of the aggregate incremental cost of providing early retirement subsidies, service crediting bridges, and retiree health care benefits under these programs that is attributable to future service. Accordingly, upon Separation, the Company recorded a "grow-in" provision granted to employees transferred to Organon of $ 50 million, which represented the future service earned with Organon for these transferred employees for the pension and other postretirement benefits. The "grow-in" provision was recorded as an asset and will be expensed over the estimated average service period of eight years since the Separation, in operating expenses. The unamortized balance of the asset is $ 27 million as of December 31, 2024, of which $ 21 million is reflected in Other Assets and $ 6 million is reflected in Other current assets. See Note 17 "Third-Party Arrangements" for additional details and defined terms.
 Savings Plan
 Organon maintains a defined contribution savings plan in the United States. The Company matches a percentage of employees' contributions consistent with the provisions of the plan. The Company makes retirement contributions calculated based on a predetermined formula that considers years of service and the employee's age. Total actual employer contributions to this plan in 2024, 2023 and 2022 were $ 36 million and $ 39 million and $ 32 million, respectively.

 As of December 31, 2024 and 2023, the Company had $ 187 million and $ 149 million, respectively, in Accrued and other current liabilities of the consolidated Balance Sheets related to annual compensation.

 15. Accumulated Other Comprehensive Income (Loss)
 Changes in Accumulated other comprehensive income (loss) by component are as follows:

 Accumulated

 Employee

 Cumulative

 Other

 Benefit

 Translation

 Comprehensive

 Plans

 Adjustment

 (Loss) Income

 Balance at January 1, 2022, net of taxes

 $

 ( 13)

 $

 ( 500)

 $

 ( 513)

 Other comprehensive income (loss), pretax

 ( 74)

 ( 46)

 Tax

 ( 5)

 —

 ( 5)

 Other comprehensive income (loss), net of taxes

 ( 74)

 ( 51)

 Balance at December 31, 2022, net of taxes

 $

 $

 ( 574)

 $

 ( 564)

 Balance at January 1, 2023, net of taxes

 $

 $

 ( 574)

 $

 ( 564)

 Other comprehensive (loss) income, pretax

 ( 29)

 Tax

 —

 Other comprehensive (loss) income, net of taxes

 ( 25)

 Balance at December 31, 2023, net of taxes

 $

 ( 15)

 $

 ( 526)

 $

 ( 541)

 Balance at January 1, 2024, net of taxes

 $

 ( 15)

 $

 ( 526)

 $

 ( 541)

 Other comprehensive loss, pretax

 ( 3)

 ( 106)

 ( 109)

 Tax

 —

 Other comprehensive loss, net of taxes

 ( 2)

 ( 106)

 Balance at December 31, 2024, net of taxes

 $

 ( 17)

 $

 ( 632)

 $

 ( 649)

 16. Samsung Collaboration
 The Company has an agreement with Samsung Bioepis Co., Ltd. ("Samsung Bioepis") to develop and commercialize multiple pre-specified biosimilar candidates, which have since launched and are part of the Company's product portfolio. Under the agreement, Samsung Bioepis is responsible for preclinical and clinical development, process development and manufacturing, clinical trials and registration of product candidates, and the Company has an exclusive license for worldwide commercialization with certain geographic exceptions specified on a product-by-product basis. The Company's access rights to each product under the agreement last for 10 years from each product's launch date on a market-by-market basis. Gross profits are shared equally in all markets with the exception of certain markets in Brazil where gross profits are shared 65 % to Samsung Bioepis and 35 % to the Company. Since the Company is the principal on sales transactions with third parties, the Company recognizes sales, cost of sales and selling, general and administrative expenses on a gross basis. Generally, profit sharing adjustments are recorded either to Cost of sales (after commercialization) or Selling, general and administrative expenses (prior to commercialization).
 Samsung Bioepis is eligible for additional payments associated with pre-specified clinical and regulatory milestones. As of December 31, 2024, potential future regulatory milestone payments of $ 25 million remain under the agreement.

 Summarized information related to this collaboration is as follows:

 2024

 2023

 2022

 Sales

 $

 $

 $

 2024

 2023

 Receivables from Samsung included in Other current assets

 $

 $

 —

 Payables to Samsung included in Trade accounts payable

 17. Third-Party Arrangements
 On June 2, 2021, Organon and Merck & Co., Inc. ("Merck") entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement"). Pursuant to the Separation and Distribution Agreement, Merck agreed to spin off the Organon Products into Organon, a new, publicly-traded company (the "Separation").
 The Separation and Distribution Agreement, 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.
 Agreements that Organon entered into with Merck that govern aspects of Organon's relationship with Merck following the Separation include:

 Transition Services Agreements - Under the TSA, (i) Merck and certain of its affiliates provided Organon and certain of its affiliates, on an interim, transitional basis, various services, and (ii) Organon and certain of its affiliates provided Merck and certain of its affiliates, on an interim, transitional basis, various services. The services provided by Merck included, among others, information technology, human resources, finance, quality, regulatory, supply chain management, promotional services, distribution services and certain other services, and were provided on a cost or, where applicable, a cost-plus basis. The services provided by Organon included quality, regulatory, supply chain management, promotional services, distribution services and certain other services and were provided on a cost or, where applicable, a cost-plus basis. The Merck services generally commenced on the date of the Separation and the majority of the services terminated within 25 months following the date of Separation on July 2, 2023, however, certain services were extended to at least 35 months following the Separation. As of December 31, 2024 there were no material TSAs between the two companies.

 Interim Operating 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, 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 control 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. As of December 31, 2024, only one jurisdiction remains under an IOM agreement.

 Manufacturing and Supply Agreements - Merck and Organon and/or their applicable affiliates entered into a number of manufacturing and supply agreements pursuant to which the relevant Merck entity (a) manufactures and supplies certain active pharmaceutical ingredients for the relevant Organon entity, (b) toll manufactures and supplies certain formulated pharmaceutical products for such Organon entity, and (c) packages and labels certain finished pharmaceutical products for such Organon entity. Similarly, the relevant Organon entity (a) manufactures and supplies certain formulated pharmaceutical products for the relevant Merck entity, and (b) packages and labels certain finished pharmaceutical products for such Merck entity.

 Tax Matters Agreement - The TMA allocates responsibility for all U.S. federal income, state and foreign income, franchise, capital gain, withholding and similar taxes, as well as all non-income taxes. The TMA also provides for cooperation between Merck and Organon with respect to tax matters, the exchange of information and the retention of records that may affect the tax liabilities of the parties to the TMA. Merck generally is responsible for any income taxes reportable on an originally filed consolidated, combined or unitary return that includes Merck or any of its subsidiaries (and Organon and/or any of its subsidiaries) for any periods or portions thereof ending on or prior to the Distribution. Organon generally is responsible for any income taxes that are reportable on originally filed returns that include only Organon and/or any of its subsidiaries, for all tax periods. Additionally, as a general matter, Merck is responsible for certain income and non-income taxes imposed as the direct result of the Separation or of an internal separation transaction. Organon is responsible for certain taxes that exclusively relate to Organon's business and for taxes resulting from any breach of certain representations or covenants that Organon made in the TMA. Certain amounts are estimates and subject to possible adjustment in future periods.

 Employee Matters Agreement - The agreement allocated assets, liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the Separation.

 Other agreements that Organon entered into with Merck include the Intellectual Property License Agreements and Regulatory Agreements.

 The amounts due under such agreements were:

 2024

 2023

 Due from Merck in Accounts receivable

 $

 $

 Due to Merck in Accounts payable

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

 2024

 2023

 2022

 Sales

 $

 $

 $

 18. Contingencies
 Organon is involved in various claims and legal proceedings of a nature considered normal to its business, including product liability, intellectual property, and commercial litigation, as well as certain additional matters including governmental and environmental matters.
 Organon records accruals for contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Individually significant contingent losses are accrued when probable and reasonably estimable. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable.
 Given the nature of the litigation discussed in this note and the complexities involved in these matters, Organon is unable to reasonably estimate a possible loss or range of possible loss for such matters until Organon knows, among other factors, (i) what claims, if any, will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation, and (v) any other factors that may have a material effect on the litigation.

 Organon's decision to obtain insurance coverage is dependent on market conditions, including cost and availability, existing at the time such decisions are made. Organon has evaluated its risks and has determined that the cost of obtaining product liability insurance outweighs the likely benefits of the coverage that is available and, as such, has no insurance for most product liabilities.
 Reference is made below to certain litigation in which Merck, but not Organon, is named as a defendant. Pursuant to the Separation and Distribution Agreement, Organon is required to indemnify Merck for liabilities relating to, arising from, or resulting from such litigation.
 Product Liability Litigation
 Fosamax
 Merck is a defendant in product liability lawsuits in the United States involving Fosamax (alendronate sodium) (the "Fosamax Litigation"). As of December 31, 2024, the Fosamax Litigation comprises approximately 975 cases in Federal court, approximately 1,740 cases in New Jersey state court in Middlesex County, and approximately 275 cases in California state court. Plaintiffs in the vast majority of these cases generally allege that they sustained femur fractures and/or other bone injuries ("Femur Fractures") in association with the use of Fosamax.
 All federal cases involving allegations of femur fractures have been transferred to a multidistrict litigation in the District of New Jersey ("Femur Fracture MDL"). In the only bellwether case tried to date in the Femur Fracture MDL, Glynn v. Merck, the jury returned a verdict in Merck's favor. In addition, in June 2013, the Femur Fracture MDL court granted Merck's motion for judgment as a matter of law in the Glynn case and held that the plaintiff's failure to warn claim was preempted by federal law. The Femur Facture MDL court then dismissed with prejudice approximately 650 cases on these same preemption grounds. Following a series of appeals, including a U.S. Supreme Court decision in 2019, the Third Circuit ruled in September 2024 that plaintiffs' failure-to-warn claims are not preempted by federal law. Consequently, 975 cases are now before the Femur Fracture MDL court for further litigation.
 In New Jersey state court, the parties selected an initial group of cases to be reviewed through fact discovery, and Merck continues to select additional cases to be reviewed. In California state court, the cases have been consolidated before a single judge in Orange County, California, and discovery is presently stayed.
 Nexplanon/Implanon
 Merck is a defendant in lawsuits brought by individuals relating to the use of Nexplanon and Implanon (etonogestrel implant). There are two filed product liability actions involving Implanon, both of which are pending in the Northern District of Ohio as well as 56 unfiled cases involving Implanon alleging similar injuries, all of which have been tolled under a written tolling agreement. As of December 31, 2024, Merck had 20 cases pending outside the United States, of which 11 relate to Implanon and nine relate to Nexplanon.
 Governmental Proceedings
 From time to time, Organon's subsidiaries may receive inquiries and may be the subject of preliminary investigation activities from competition and/or other governmental authorities, including in markets outside the United States. These authorities may include regulators, administrative authorities, and law enforcement and other similar officials, and these preliminary investigation activities may include site visits, formal or informal requests or demands for documents or materials, inquiries or interviews and similar matters. Certain of these preliminary inquiries or activities may lead to the commencement of formal proceedings. Should those proceedings be determined adversely to Organon, monetary fines and/or remedial undertakings may be required. Subject to certain exceptions specified in the Separation and Distribution Agreement, Organon assumed liability for all pending and threatened legal matters related to products transferred from Merck to Organon in connection with the spinoff, including competition investigations resulting from enforcement activity concerning Merck's conduct involving Organon's products. Organon could be obligated to indemnify Merck for fines or penalties, or a portion thereof, resulting from such investigations.
 Patent Litigation
 From time to time, generic manufacturers of pharmaceutical products file Abbreviated New Drug Applications with the FDA seeking to market generic forms of Organon's products prior to the expiration of relevant patents owned by Organon. To protect its patent rights, Organon may file patent infringement lawsuits against such generic companies. Similar lawsuits defending Organon's patent rights may

 exist in other countries. Organon intends to vigorously defend its patents, which it believes are valid, against infringement by companies attempting to market products prior to the expiration of such patents. As with any litigation, there can be no assurance of the outcomes, which, if adverse, could result in significantly shortened periods of exclusivity for these products, potential payment of damages and legal fees, and, with respect to products acquired through acquisitions, potentially significant intangible asset impairment charges.
 Nexplanon
 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 claimed damages from September 2014 until the patents expired in May 2021. In December 2023, the parties executed a settlement agreement and the district court dismissed the case. Organon made its first payment of $ 35 million in December 2023, its second payment of $ 25 million in August 2024, and its final payment of $ 20 million in January 2025.
 Other Matters
 On February 24, 2025, Organon received a Paragraph IV Certification Letter notifying the Company that Xiromed Pharma Espana, S.L. filed an abbreviated new drug application to the FDA seeking approval to market a generic version of Nexplanon in the United States prior to the expiration of U.S. Patent Nos. 8,722,037 and 9,757,552, in 2027 and 2030, respectively. Organon is reviewing the matter and intends to defend and enforce its intellectual property rights protecting Nexplanon.
 In addition to the matters described above, there are various other pending legal proceedings involving Organon, principally product liability and intellectual property lawsuits. While it is not feasible to predict the outcome of such proceedings, in the opinion of Organon as of December 31, 2024, 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 December 31, 2024 and December 31, 2023 was $ 7 million and $ 20 million, respectively, and represented Organon's best estimate of the minimum amount of defense costs to be incurred in connection with its outstanding litigation; however, events such as additional trials and other events that could arise in the course of its litigation could affect the ultimate amount of legal defense costs to be incurred by Organon. Organon will continue to monitor its legal defense costs and review the adequacy of the associated reserves and may determine to increase the reserves at any time in the future if, based upon the factors set forth, it believes it would be appropriate to do so.
 Environmental Matters
 In management's opinion, the liabilities for all environmental matters that are probable and reasonably estimable have been accrued and totaled $ 16 million and $ 19 million at December 31, 2024 and 2023, respectively. These liabilities are undiscounted, do not consider potential recoveries from other parties and will be paid out over the periods of remediation for the applicable sites, which are expected to occur primarily over the next 13 years. It is not possible to predict with certainty the outcome of these matters, or the ultimate costs of remediation. Management also does not believe that these expenditures should result in a material adverse effect on the Company's financial condition, results of operations or liquidity for any period presented.

 Item 9A. Controls and Procedures
 Overview
 After concerns regarding the Company's sales practices for wholesalers for Nexplanon were brought to the Board's attention, the Audit Committee oversaw an independent, internal investigation into these sales practices. The Audit Committee's investigation focused on the Company's sales of Nexplanon to wholesalers. The investigation found that the Company asked two wholesalers in the United States to purchase greater quantities of Nexplanon during the Relevant Periods than they otherwise would have purchased based on wholesaler demand. In certain instances, the Company waived inventory management fee performance metrics associated with caps on days of inventory to allow wholesalers to be paid the inventory management fees they would have earned but for the Company's ask to purchase additional inventory. As a result of these purchases, the United States wholesalers significantly decreased or even halted their purchases of Nexplanon during the early weeks of the following quarters until their days of inventory on hand were reduced to levels within the contractual range. Although the incremental amount of Nexplanon sales that occurred during the Relevant Periods represented less than 1% of the Company's consolidated revenue for the year ended December 31, 2022 or December 31, 2024, as applicable (and less than 2% of the Company's consolidated revenue for the relevant quarterly periods), based on the results of the investigation, the Company has determined that without these sales practices, the Company's consolidated revenue for the fiscal year ended December 31, 2024 reported in the Original Form 10-K (and certain of the other Relevant Periods) would have fallen short of the Company's guidance range and/or certain external revenue expectations.
 Based on the results of the Audit Committee's investigation as further set forth in the "Explanatory Note", the Company determined that these sales practices for wholesalers involving Nexplanon in the United States during the Relevant Periods were improper, and that certain of the Company's prior disclosures relating to these sales practices for wholesalers and their effect upon revenues and product demand in its periodic filings were inaccurate or incomplete, including certain disclosures in the Original Form 10-K that are being amended by this Amendment. As also discussed in the "Explanatory Note", the Company identified material weaknesses in its internal control over financial reporting, which are described below.
 Evaluation of Disclosure Controls and Procedures (Restated and Amended)
 We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer ("CEO") (our principal executive officer) and Chief Financial Officer ("CFO") (our principal financial officer), as appropriate to allow timely decisions regarding required disclosure, and ensure that information required to be disclosed in the reports we file or submit is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
 Our management, with the participation of our Interim CEO and CFO, re-evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 in connection with the filing of this Amendment. At the time that the Original 10-K was filed on February 28, 2025, our former CEO and CFO had concluded that our disclosure controls and procedures were effective as of December 31, 2024. Based on this subsequent evaluation, the Company's Interim CEO and CFO have concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in internal control over financial reporting described below.
 Notwithstanding the material weaknesses described below, management has concluded that its consolidated financial statements included in the Original Form 10-K, which are also included in their entirety in this Amendment (without restatement or revision of such previously issued consolidated financial statements), continue to fairly present, in all material respects, our financial position and results as of December 31, 2024 and 2023, and as of and for each of the years in the three-year period ended December 31, 2024.
 Management's Report on Internal Control Over Financial Reporting (Restated and Amended)
 Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of

 deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
 Management conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control — Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) ("COSO Framework").
 Based on this evaluation, we identified the following material weaknesses in the Company's internal control over financial reporting:

 The Company failed to set an appropriate tone at the top. Specifically, our former CEO and leader of the Company's U.S. commercial organization applied inappropriate pressure to achieve sales targets through sales of Nexplanon to two United States wholesalers above demand and engaged in inappropriate business conduct that violated the Company's Code of Conduct.

 The material weakness with respect to our tone at the top contributed to an additional material weakness of not maintaining effective controls related to information and communication. The Company did not design and maintain effective controls related to the information and communication component of the COSO Framework. Specifically, the former CEO and certain senior members of the Company's U.S. commercial organization did not ensure appropriate communication with, or provide complete information to, the Company's Disclosure Committee and the financial reporting group to evaluate disclosures and financial reporting conclusions related to sales practices for wholesalers.

 These material weaknesses did not result in misstatements of our previously reported historical consolidated financial statements, including those filed with the Original Form 10-K. Each of these material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.
 In Management's Report on Internal Control Over Financial Reporting included in our Original 10-K for the year ended December 31, 2024, our management, including our former CEO and our CFO, concluded that our internal control over financial reporting was effective as of December 31, 2024. Management subsequently concluded that the material weaknesses described above existed as of December 31, 2024. As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 based on the criteria in the COSO Framework. Accordingly, management has restated its report on internal control over financial reporting.
 The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8 of this Amendment.
 Remediation Plan and Activities
 To address the material weaknesses in internal control over financial reporting, the Company, with the oversight of its Audit Committee, has developed a remediation plan, which is described below. We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses described above. Actions taken to date include:

 The appointment of a new Interim CEO, the termination and appointment of a new Head of U.S. Commercial & Government Affairs, the appointment of an Executive Chair and the appointment of a Lead Independent Director.

 In addition to the remedial actions taken to date, the Company is taking, or plans to take, the following actions, among others, to remediate the material weaknesses identified herein:

 Enhance the Company's Code of Conduct to clarify responsibilities related to the Company's financial reporting and disclosures, including awareness of the options to raise concerns or questions to management, human resources, compliance, legal, the technical accounting department and/or through the Speak Up Tool, which is available globally as an alternate, confidential channel for raising concerns;

 Enhance compliance training and communication on the Company's Code of Conduct regarding ethical tone and corporate culture and enhance training for commercial and finance personnel regarding appropriate business practices;

 Enhance the Company's Annual Ethics and Policy Certifications;

 Implement additional representations within the Company's Quarterly Financial Certification Questionnaire relating to the disclosures of misleading business practices;

 Enhance existing Disclosure Committee responsibilities to include among other requirements, additional questions and more information regarding the representations being made, and provide incremental training on these responsibilities;

 Implement additional and enhance existing sub-certifications and internal management representation letters, including providing training on the purpose of the sub-certification and the process for evaluating the representations;

 Enhance controls and implement written policies and procedures to provide governance, oversight and guidelines for timely communication of management fee arrangements with wholesalers; and

 Evaluate and enhance internal controls related to sales monitoring.

 Management continues to evaluate the effectiveness of these remedial measures and expects to continue implementing improvements to the Company's internal control over financial reporting. The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.
 Changes in Internal Control Over Financial Reporting
 During the fourth quarter of 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Items 15. Exhibits and Financial Statement Schedules
 (a) The following documents are filed as part of this report:
 1.Financial Statements: The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K.

 Report of Independent Registered Public Accounting Firm

 Consolidated Statement of Income and Consolidated Statement of Comprehensive Income

 Consolidated Balance Sheet

 Consolidated Statement of Equity

 Consolidated Statement of Cash Flows

 Notes to the Consolidated Financial Statements

 2.Exhibits: See Item 15(b) below.

 (b) Exhibits
 The exhibits listed on the Exhibit Index beginning on page 68, which is incorporated herein by reference, are filed or furnished as part of this Amendment or are incorporated into this Amendment by reference.

 Number

 Description

 2.1

 —

 Separation and Distribution Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 3.1

 —

 Amended and Restated Certificate of Incorporation of Organon & Co. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 3.2

 —

 Amended and Restated Bylaws of Organon & Co. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on December 9, 2022)

 4.1

 —

 Form of Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on March 21, 2022)

 4.2

 —

 Description of Registrant's Securities (incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on March 21, 2022)

 4.3

 —

 Indenture, dated as of April 22, 2021, among Organon Finance 1 LLC, Organon Foreign Debt Co-Issuer B.V., U.S. Bank National Association, as trustee and collateral agent, and Elavon Financial Services DAC, UK Branch, as principal paying agent, transfer agent and registrar, with respect to 2.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.4

 —

 Form of 2.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.5

 —

 Indenture, dated as of April 22, 2021, among Organon Finance 1 LLC, Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.6

 —

 Form of 4.125% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.7

 —

 Indenture, dated as of April 22, 2021, among Organon Finance 1 LLC, Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.8

 —

 Form of 5.125% Senior Notes due 2031 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.9

 —

 First Supplemental Indenture, dated as of June 2, 2021, among Organon & Co., Organon Foreign Debt Co-Issuer B.V., Organon Finance 1 LLC and U.S. Bank National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.10

 —

 First Supplemental Indenture, dated as of June 2, 2021, among Organon & Co., Organon Foreign Debt Co-Issuer B.V., Organon Finance 1 LLC and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.11

 —

 First Supplemental Indenture, dated as of June 2, 2021, among Organon & Co., Organon Foreign Debt Co-Issuer B.V., Organon Finance 1 LLC and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031 (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.12

 —

 Second Supplemental Indenture, dated as of June 2, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.13

 —

 Second Supplemental Indenture, dated as of June 2, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.14

 —

 Second Supplemental Indenture, dated as of June 2, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031 (incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 4.15

 —

 Third Supplemental Indenture, dated as of July 30, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.15 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.16

 —

 Third Supplemental Indenture, dated as of July 30, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.16 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.17

 —

 Third Supplemental Indenture, dated as of July 30, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031 (incorporated herein by reference to Exhibit 4.17 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.18

 —

 Fourth Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International LLC, the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.18 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.19

 —

 Fourth Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International LLC, the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.19 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.20

 —

 Fourth Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International LLC, the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee, with respect to 5.125% Senior

 Notes due 2031 (incorporated herein by reference to Exhibit 4.20 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.21

 —

 Indenture, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 6.750% Senior Secured Notes Due 2034 (incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-40235) filed on May 17, 2024)

 4.22

 —

 Form of 6.750% Senior Secured Notes due 2034 (incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-40235) filed on May 17, 2024)

 4.23

 —

 Indenture, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, with respect to 7.875% Senior Notes Due 2034 (incorporated herein by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-40235) filed on May 17, 2024)

 4.24

 —

 Form of 7.875% Senior Notes due 2034 (incorporated herein by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-40235) filed on May 17, 2024)

 4.25

 —

 First Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International LLC, the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 6.750% Senior Secured Notes due 2034 (incorporated herein by reference to Exhibit 4.25 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 4.26

 —

 First Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International LLC, the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee, with respect to 7.875% Senior Notes due 2034 (incorporated by reference to Exhibit 4.26 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on February 28, 2025)

 10.1

 —

 Tax Matters Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 10.2

 —

 Employee Matters Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 10.3

 —

 Transition Services Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 10.4

 —

 Transition Services Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 10.5

 —

 Senior Secured Credit Agreement, dated as of June 2, 2021, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and the L/C Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.14 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 10.6

 —

 Amendment No. 1 to Senior Secured Credit Agreement, dated as of June 30, 2023, to the Credit Agreement by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and the L/C Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on July 7, 2023).

 10.7

 —

 Amendment No. 2 to Senior Secured Credit Agreement, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on May 17, 2024)

 10.8

 —

 Amendment No. 3 to Senior Secured Credit Agreement, dated as of December 20, 2024, Organon & Co., Organon Foreign Debt Co-Issuer B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.8 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 +10.9

 —

 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 +10.10

 —

 Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 +10.11

 —

 Organon & Co. Annual Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 +10.12

 —

 Organon & Co. Executive Change in Control Severance Program (incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 +10.13

 —

 Organon & Co. Executive Severance Program (incorporated by reference to Exhibit 10.19 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

 +10.14

 —

 Organon & Co. Executive Severance Program, as amended and restated on February 8, 2024. (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on February 26, 2024)

 +10.15

 —

 Organon Non-Employee Director Savings Plan, as amended and restated on January 1, 2025 (incorporated herein by reference to Exhibit 10.15 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 +10.16

 —

 Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated February 18, 2013 (incorporated by reference to Exhibit 10.4 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.17

 —

 Amendment No. 1 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated July 21, 2014 (incorporated by reference to Exhibit 10.5 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.18

 —

 Amendment No. 2 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated August 2, 2017 2014 (incorporated by reference to Exhibit 10.6 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.19

 —

 Amendment No. 3 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated October 1, 2017 (incorporated by reference to Exhibit 10.7 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.20

 —

 Amendment No. 4 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated September 1, 2018 (incorporated by reference to Exhibit 10.8 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.21

 —

 Amendment No. 5 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated October 15, 2018 (incorporated by reference to Exhibit 10.9 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.22

 —

 Amendment No. 6 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated December 19, 2018 (incorporated by reference to Exhibit 10.10 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.23

 —

 Amendment No. 7 to Development and Commercialization Agreement by and between Samsung Bioepis Co., Ltd., and Merck Sharp & Dohme Corp., dated May 15, 2020 (incorporated by reference to Exhibit 10.11 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 14, 2021)

 +10.24

 —

 Specified Technology License Agreement (Nexplanon Rod Technology) by and between Merck Sharp & Dohme B.V. and Merck Sharp & Dohme RT B.V., dated October 28, 2020 (incorporated by reference to Exhibit 10.12 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on March 17, 2021)

 +10.25

 —

 Letter Agreement between Kevin Ali and Merck & Co., Inc. dated October 14, 2020 (incorporated by reference to Exhibit 10.15 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 29, 2021)

 +10.26

 —

 Letter Agreement between Matthew M. Walsh and Merck Sharp & Dohme Corp. dated March 24, 2020 (incorporated by reference to Exhibit 10.16 to Organon's Registration Statement on Form 10 (File No. 001-40235) filed on April 29, 2021)

 +10.27

 —

 Supplemental License Agreement (Nexplanon Rod Technology) by and between Merck Sharp & Dohme B.V. and Merck Sharp & Dohme RT B.V., dated December 13, 2021 (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K (File No. 001-4023) filed on March 21, 2022)

 +10.28

 —

 Form of Executive Separation Agreement (incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on February 26, 2024)

 +10.29

 —

 Form of Global Terms for 2024 Non-Qualified Stock Option Grants Under the Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-40235) filed on August 7, 2024)

 +10.30

 —

 Form of Global Terms for 2024 Performance Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-40235) filed on August 7, 2024)

 +10.31

 —

 Form of Global Terms for 2024 Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Stock Default) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-40235) filed on August 7, 2024)

 +10.32

 —

 Form of Global Terms for 2024 Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Cash Default) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-40235) filed on August 7, 2024)

 +10.33

 —

 Form of Global Terms for 2025 Non-Qualified Stock Option Grants Under the Organon & Co. 2021 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.33 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 +10.34

 —

 Form of Global Terms for 2025 Performance Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.34 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 +10.35

 —

 Form of Global Terms for 2025 Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Stock Default) (incorporated herein by reference to Exhibit 10.35 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 +10.36

 —

 Form of Global Terms for 2025 Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Cash Default) (incorporated herein by reference to Exhibit 10.36 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 +10.37

 —

 Agreement and Plan of Merger, dated September 17, 2024, by and among Organon & Co., Organon Bermuda Ltd., Dermavant Sciences Ltd. and Roivant Sciences Ltd. (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 00140235) filed on September 23, 2024)

 19.1

 Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 21.1

 —

 List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company's Form 10-K (File No. 00140235) filed on February 28, 2025)

 *23.1

 —

 Consent of PricewaterhouseCoopers LLP

 *24.1

 —

 Power of Attorney (included on signature page)

 *31.1

 —

 Rule 13a-14(a)/15d-14(a) Certification of Interim Chief Executive Officer

 *31.2

 —

 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 **32.1

 —

 Section 1350 Certification of Interim Chief Executive Officer

 **32.2

 —

 Section 1350 Certification of Chief Financial Officer

 97.1

 —

 Organon & Co. Dodd-Frank Policy On Recoupment Of Incentive Compensation (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on February 26, 2024)

 101.INS

 —

 101.SCH

 —

 101.CAL

 —

 101.DEF

 —

 101.LAB

 —

 101.PRE

 —

 —

 +

 Management contract or compensatory plan or arrangement.

 *

 Filed herewith.

 **

 Furnished herewith.

 Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

 Indicates, in this Annual Report on Form 10-K, as amended, brand names of products, which are not available in the United States.

 Indicates, in this Annual Report on Form 10-K, as amended, brand names of products, which are registered trademarks not owned by the Company or its subsidiaries. Prolia and Xgeva are trademarks registered in the U.S. in the name of Amgen Inc.; Humira is a trademark registered in the U.S. in the name of AbbVie Biotechnology Ltd.; Enbrel is a trademark registered in the U.S. in the name of Immunex Corporation; Remicade is a trademark registered in the U.S. in the name of Janssen Biotech, Inc.; Avastin, Perjeta and Herceptin are trademarks registered in the U.S. in the name of Genentech, Inc.; Clarinex is a trademark registered in the U.S. in the name of Bayer Healthcare LLC (used under license); Emgality is a trademark registered in the U.S. in the name of Eli Lilly and Company (used under license); and Rayvow is a registered trademark of Eli Lilly in the European Union and other countries (used under license). Brand names of products that are in all italicized letters, without the footnote, are registered trademarks of Organon and/or one of its subsidiaries.

 Signatures
 Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 ORGANON & CO.

 Date: November 10, 2025

 /s/ Matthew Walsh

 Matthew Walsh

 Chief Financial Officer

 We, the undersigned directors and officers of Organon, hereby severally constitute Joseph Morrissey and Matthew Walsh, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
 Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/ Joseph Morrissey

 Interim Chief Executive Officer
 (Principal Executive Officer)

 /s/ Matthew Walsh

 Chief Financial Officer
 (Principal Financial and Accounting Officer)

 /s/ Lynette Holzbaur

 Senior Vice President Finance - Corporate Controller

 /s/ Carrie Cox

 Executive Chair of the Board of Directors

 /s/ Robert Essner

 Lead Independent Director

 /s/ Alan Ezekowitz

 /s/ Helene Gayle

 /s/ Rochelle Lazarus

 /s/ Deborah Leone

 /s/ Philip Ozuah

 /s/ Cynthia Patton

 /s/ Grace Puma

 /s/ Ramona Sequeira

 /s/ Shalini Sharp