Organon & Co.
For the period ended Jun 9, 2026. Filed Apr 24, 2026.
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Jun 9, 2026 · Filed Apr 24, 2026
Contents
Appendix A
Non-GAAP Financial Measures
This proxy contains “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, the Company makes use of the non-GAAP financial measures Adjusted EBITDA, Adjusted Net Income, and Adjusted diluted EPS, which are not recognized terms under GAAP and are presented only as a supplement to the Company’s GAAP financial statements. This proxy also provides certain measures that exclude the impact of foreign exchange. We calculate foreign exchange by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. The Company believes that these non-GAAP financial measures help to enhance an understanding of the Company’s financial performance. However, the presentation of these measures has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the Company’s results as reported under GAAP. Because not all companies use identical calculations, the presentations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies.
The Company uses non-GAAP financial measures in its operational and financial decision making, and believes that it is useful to exclude certain items in order to focus on what it regards to be a more meaningful representation of the underlying operating performance of the business.
Revenues
| Year EndedDecember 31, · % · % ChangeExcludingForeign | ||||
|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | Change | Exchange |
| Women’s Health | $1,752 | $1,777 | (1)% | (2)% |
| Biosimilars | 691 | 662 | 4% | 5% |
| Established Brands | 3,691 | 3,849 | (4)% | (5)% |
| Other | 82 | 115 | (28)% | (28)% |
| Revenue | $6,216 | $6,403 | (3)% | (3)% |
Adjusted Revenue for AIP
| ($ in millions) | Year EndedDecember 31,2025 |
|---|---|
| Revenue | $6,216 |
| Effect of foreign exchange rates (1) | (201) |
| Adjusted Revenue for AIP | $6,015 |
| (1) | Represents the impact of currency exchange rates versus currency exchange rates budgeted in the annual operating plan. |
Reconciliation of GAAP Net Income to Adjusted EBITDA
| ($ in millions) | Year EndedDecember 31,2025(1) |
|---|---|
| Net income | $187 |
| Depreciation | 141 |
| Amortization | 205 |
| Interest expense | 504 |
| Income tax expense | 238 |
| EBITDA | $1,275 |
| Restructuring and related charges | 105 |
| Manufacturing network related | 163 |
| Acquisition related costs | 49 |
| Change in fair value of contingent consideration | (50) |
| Goodwill impairment | 301 |
| Other costs | (13) |
| Stock-based compensation | 77 |
| Adjusted EBITDA | $1,907 |
| Effect of foreign exchange rates (2) | (51) |
| Acquired in-process research and development and milestones | 6 |
| Adjusted EBITDA for AIP | $1,862 |
| (1) | Figures rounded to the nearest whole number. |
| (2) | Represents the impact of currency exchange rates versus currency exchange rates budgeted in the annual operating plan. |
Appendix A
Reconciliation of GAAP Reported to Non-GAAP Adjusted Metrics
| ($ in millions) | Year EndedDecember 31,2025 |
|---|---|
| GAAP Gross Profit | $3,313 |
| Adjusted for: | |
| Manufacturing network costs | 142 |
| Stock-based compensation | 14 |
| Amortization | 205 |
| Acquisition-related costs | 49 |
| Other | 14 |
| Adjusted Non-GAAP Gross Profit | $3,737 |
| ($ in millions) | Year EndedDecember 31,2025 |
|---|---|
| GAAP Selling, general and administrative expenses | $1,721 |
| Adjusted for: | |
| Stock-based compensation | (49) |
| Restructuring related costs | (10) |
| Other | (39) |
| Adjusted Non-GAAP Selling, general and administrative expenses | $1,623 |
| ($ in millions) | Year EndedDecember 31,2025 |
|---|---|
| GAAP Research and development expenses | $366 |
| Adjusted for: | |
| Manufacturing network costs | (11) |
| Stock-based compensation | (14) |
| Other | (5) |
| Adjusted Non-GAAP Research and development expenses | $336 |
| ($ in millions) | Year EndedDecember 31,2025 |
|---|---|
| GAAP Reported Net Income | $187 |
| Adjusted for: | |
| Cost of sales adjustment | 424 |
| Selling, general and administrative adjustments | 98 |
| Research and development adjustments | 30 |
| Research and development adjustments | 301 |
| Restructuring | 95 |
| Change in fair value of contingent considerations | (50) |
| Other gain, net | (61) |
| Tax-impact on adjustments above | (70) |
| Non-GAAP Adjusted Net Income | $954 |
| ($ in millions except per share amounts) | Year EndedDecember 31,2025 |
|---|---|
| GAAP Diluted Earnings per Share | $0.72 |
| Total impact of Non-GAAP adjustments | 2.94 |
| Non-GAAP Diluted Earnings per Share | $3.66 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.