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Organon & Co.

For the period ended Jun 9, 2026. Filed Apr 24, 2026.

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Jun 9, 2026 · Filed Apr 24, 2026

OGN$13.87+0.6%Stored close · as of Nov 6, 2026
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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)20252024ChangeExchange
Women’s Health$1,752$1,777(1)%(2)%
Biosimilars6916624%5%
Established Brands3,6913,849(4)%(5)%
Other82115(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
Depreciation141
Amortization205
Interest expense504
Income tax expense238
EBITDA$1,275
Restructuring and related charges105
Manufacturing network related163
Acquisition related costs49
Change in fair value of contingent consideration(50)
Goodwill impairment301
Other costs(13)
Stock-based compensation77
Adjusted EBITDA$1,907
Effect of foreign exchange rates (2)(51)
Acquired in-process research and development and milestones6
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 costs142
Stock-based compensation14
Amortization205
Acquisition-related costs49
Other14
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 adjustment424
Selling, general and administrative adjustments98
Research and development adjustments30
Research and development adjustments301
Restructuring95
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 adjustments2.94
Non-GAAP Diluted Earnings per Share$3.66
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.