-
Third quarter 2025 revenue of $1.602 billion, up 1% as-reported and down 1% excluding the impact of
foreign currency
-
Third quarter 2025 diluted earnings per share of $0.61 and non-GAAP Adjusted diluted earnings per share
of $1.01
-
Third quarter 2025 net income of $160 million and Adjusted EBITDA (non-GAAP) of $518 million,
representing an Adjusted EBITDA margin of 32.3%
-
Revenue guidance range for full year 2025 lowered to $6.200 billion to $6.250 billion; Adjusted EBITDA
margin guidance lowered to ~31.0%
JERSEY CITY, N.J.--(BUSINESS WIRE)--
Organon (NYSE: OGN) today announced its results for the third quarter ended September 30, 2025.
“I am humbled to be working alongside our talented team during this pivotal time for Organon,” said Joe
Morrissey, Organon’s Interim Chief Executive Officer. “We are harnessing the company's many strengths, including
a diverse portfolio that we expect will generate more than $900 million in free cash flow before one-time costs
this year. We also remain committed to exercising cost discipline and reducing our debt burden proactively,
where possible. These actions will create additional balance sheet capacity, positioning us to pursue future
growth opportunities in women’s health and further our mission to deliver impactful medicines and solutions for
a healthier every day.”
Third Quarter 2025 Revenue
|
in $ millions
|
|
Q3 2025
|
|
Q3 2024
|
|
VPY
|
|
VPY ex-FX
|
|
Women’s Health
|
|
$
|
429
|
|
$
|
440
|
|
(3)%
|
|
(4)%
|
|
General Medicines
|
|
|
|
|
|
|
|
|
|
Biosimilars
|
|
|
196
|
|
|
165
|
|
19%
|
|
19%
|
|
Established Brands
|
|
|
956
|
|
|
951
|
|
1%
|
|
(3)%
|
|
Other(1)
|
|
|
21
|
|
|
26
|
|
(15)%
|
|
(18)%
|
|
Revenue
|
|
$
|
1,602
|
|
$
|
1,582
|
|
1%
|
|
(1)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals may not foot due to rounding and percentages are computed
using unrounded amounts.
|
|
|
|
(1) Other includes manufacturing sales to third parties.
|
|
For the third quarter of 2025, total revenue was $1.602 billion, up 1% on an as-reported basis and down 1%
excluding the impact of foreign currency (ex-FX), compared with the third quarter of 2024.
Women’s Health revenue declined 3% as-reported and declined 4% ex-FX in the third quarter of 2025, compared with
the third quarter of 2024. Sales of Nexplanon® (etonogestrel implant) decreased 9% ex-FX in
the quarter compared with the prior year period primarily due to lower demand in the United States primarily
driven by decreased funding of government programs, partially offset by increased demand in Brazil and the
timing of tenders, primarily in Mexico. Third quarter Nexplanon performance was partially offset with 5% ex-FX
growth in NuvaRing® (etonogestrel / ethinyl estradiol vaginal ring), 4% ex-FX growth in
MarvelonTM (desogestrel and ethinyl estradiol pill) and
MercilonTM (desogestrel and ethinyl estradiol pill), as well as a 29% ex-FX
increase in Jada® system.
*Estimated net impact from pull-forward Nexplanon revenue associated with the company's sales practices
for wholesalers in the U.S. as referenced in the company’s Current Report on Form 8-K, filed with the
SEC on October 27, 2025, was approximately $2 million during the third quarter ended September 30, 2025.
The company has ceased these sales practices for wholesalers.
Biosimilars revenue increased 19% on both an as-reported basis and ex-FX in the third quarter of 2025, compared
with the third quarter of 2024, primarily due to strong performance of Hadlima®
(adalimumab-bwwd) and the favorable timing of an international tender for Ontruzant®
(trastuzumab-dttb). To a lesser extent, during the third quarter the Biosimilars portfolio also benefitted from
contribution from new assets; Bildyos® (denosumab-nxxp) and Bilprevda®
(denosumab-nxxp), which was approved by the FDA in September 2025, and Tofidence®
(tocilizumab-bavi), which the company acquired in the second quarter of 2025.
Established Brands revenue increased 1% as-reported and declined 3% ex-FX in the third quarter of 2025. Revenue
contribution of Emgality®(1) (galcanezumab-gnlm) and
Vtama®(2) (tapinarof) partially offset the impact of the loss of exclusivity
(“LOE”) of Atozet™ (ezetimibe and atorvastatin) in key markets in Europe as well as declines in
the respiratory portfolio. Performance in the respiratory portfolio was primarily driven by an approximate 40%
e/x-FX decline in Singulair® (montelukast sodium), due to lower demand outside of the United
States and the negative impact from price reductions in Japan and China as well as performance of
Dulera® (formoterol and fumarate dihydrate), which declined 30% ex-FX primarily due to the
loss of a customer contract in the first part of the year, combined with increased discount rate pressure in the
United States, as well as supply constraints.
|
(1) Organon acquired certain European licensing and distribution
rights to Emgality and Rayvow from Eli Lilly and Company (“Eli Lilly”)
beginning in early 2024. Emgality and Rayvow are registered trademarks of Eli
Lilly in the European Union and other countries (used under license).
|
|
|
(2) Vtama was acquired as part of Organon's acquisition of
Dermavant Sciences Ltd. (“Dermavant”), which closed on October 28, 2024.
|
Third Quarter 2025 Profitability
|
in $ millions, except per share amounts
|
|
Q3 2025
|
|
Q3 2024
|
|
VPY
|
|
Revenues
|
|
$
|
1,602
|
|
|
$
|
1,582
|
|
|
1%
|
|
Cost of sales
|
|
|
745
|
|
|
|
659
|
|
|
13%
|
|
Gross profit
|
|
|
857
|
|
|
|
923
|
|
|
(7)%
|
|
Non-GAAP Adjusted gross profit(1)
|
|
|
966
|
|
|
|
976
|
|
|
(1)%
|
|
Net income
|
|
|
160
|
|
|
|
359
|
|
|
(55)%
|
|
Non-GAAP Adjusted net income(1)
|
|
|
263
|
|
|
|
226
|
|
|
16%
|
|
Diluted Earnings per Share (EPS)
|
|
|
0.61
|
|
|
|
1.38
|
|
|
(56)%
|
|
Non-GAAP Adjusted diluted EPS(1)
|
|
|
1.01
|
|
|
|
0.87
|
|
|
16%
|
|
Acquired in-process research & development (IPR&D) and milestones
|
|
|
—
|
|
|
|
51
|
|
|
—%
|
|
Adjusted EBITDA (Non-GAAP)(1, 2)
|
|
|
518
|
|
|
|
459
|
|
|
13%
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2025
|
|
Q3 2024
|
|
|
|
Gross margin
|
|
|
53.5
|
%
|
|
|
58.3
|
%
|
|
|
|
Non-GAAP Adjusted gross margin (1)
|
|
|
60.3
|
%
|
|
|
61.7
|
%
|
|
|
|
Adjusted EBITDA margin (Non-GAAP)(1, 2)
|
|
|
32.3
|
%
|
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See Tables 4 and 5 for reconciliations of GAAP to non-GAAP
financial measures.
|
|
(2) Adjusted EBITDA and Adjusted EBITDA margin for Q3 2024 includes
$51 million, related to acquired IPR&D and milestones.
|
|
Reported gross margin in the third quarter of 2025 was 53.5% compared with 58.3% in the prior year period.
One-time costs associated with optimizing the company’s manufacturing and supply network was the most
significant driver in the year-over-year decline in reported gross margin. Non-GAAP Adjusted gross margin was
60.3% in the third quarter of 2025, compared to 61.7% in the third quarter of 2024. Unfavorable foreign exchange
in inventory turns, pricing pressure and product mix were drivers in the decline of both reported gross margin
and non-GAAP Adjusted gross margin.
Net income for the third quarter of 2025 was $160 million, or $0.61 per diluted share, compared with $359
million, or $1.38 per diluted share, in the third quarter of 2024. For the third quarter of 2025, non-GAAP
Adjusted net income was $263 million, or $1.01 per diluted share, compared with $226 million, or $0.87 per
diluted share, in 2024.
Non-GAAP Adjusted EBITDA margin was 32.3% in the third quarter of 2025 compared with 29.0% in the third quarter
of 2024. The year-over-year improvement in Adjusted EBITDA margin was primarily driven by a 14% reduction in
non-GAAP operating expenses.
Capital Allocation
Today, Organon’s Board of Directors declared a quarterly dividend of $0.02 for each issued and outstanding share
of the company's common stock. The dividend is payable on December 11, 2025, to stockholders of record at the
close of business on November 20, 2025.
As of September 30, 2025, cash and cash equivalents were $672 million, and debt was $8.83 billion.
Full Year Guidance
Organon does not provide GAAP financial measures on a forward-looking basis because the company cannot predict
with reasonable certainty and without unreasonable effort, the ultimate outcome of legal proceedings, unusual
gains and losses, the occurrence of matters creating GAAP tax impacts, and acquisition-related expenses. These
items are uncertain, depend on various factors, and could be material to Organon’s results computed in
accordance with GAAP.
Full year 2025 financial guidance is presented below on a non-GAAP basis, except revenue.
|
|
Previous Guidance as of
August 5, 2025
|
Current Guidance
|
|
Revenue
|
$6.275B - $6.375B
|
$6.200B - $6.250B
|
|
Nominal revenue growth
|
(2.0%) - (0.4%)
|
(3.2%) - (2.4%)
|
|
FX translation impact
|
~$50M headwind
|
~ $35M - $45M tailwind
|
|
Ex-FX revenue growth
|
(1.2%) - 0.3%
|
(3.7%) - (3.1%)
|
|
Adjusted gross margin
|
60.0%-61.0%
|
Unchanged
|
|
SG&A
|
Mid 20% range
|
Unchanged
|
|
R&D
|
Upper single-digit
|
Unchanged
|
|
IPR&D*
|
$6 million
|
Unchanged
|
|
Adjusted EBITDA margin (Non-GAAP)
|
31.0%-32.0%
|
~31.0%
|
|
Interest
|
~$510M
|
Unchanged
|
|
Depreciation
|
~$135M
|
Unchanged
|
|
Effective non-GAAP tax rate
|
22.5%-24.5%
|
Unchanged
|
|
Fully diluted weighted average shares outstanding
|
~263M
|
Unchanged
|
|
|
|
|
*The company does not provide guidance for forward-looking IPR&D
and milestone expense. The $6 million of forecasted IPR&D expense reflects IPR&D
expense recorded through September 30, 2025.
|
|
Webcast Information
Organon will host a conference call at 8:30 a.m. Eastern Time today to discuss its third quarter financial
results. To listen to the event and view the presentation slides via webcast, join from the Organon Investor
Relations website at https://www.organon.com/investor-relations/events-and-presentations/. A
replay of the webcast will be available approximately two hours after the conclusion of the live event on the
company’s website. Institutional investors and analysts interested in participating in the call may join by
dialing (888) 596-4144 (U.S. and Canada Toll-Free) or (646) 968-2525 and using the access code Conference ID:
1036555#.
About Organon
Organon (NYSE: OGN) is a global healthcare company with a mission to deliver impactful medicines and solutions
for a healthier every day. With a portfolio of over 70 products across Women’s Health and General Medicines,
which includes biosimilars, Organon focuses on addressing health needs that uniquely, disproportionately or
differently affect women, while expanding access to essential treatments in over 140 markets.
Headquartered in Jersey City, New Jersey, Organon is committed to advancing access, affordability, and innovation
in healthcare. Learn more at http://www.organon.com and follow us on LinkedIn, Instagram, X, YouTube, TikTok and Facebook.
Cautionary Note Regarding Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures,” which are financial measures that either exclude or
include amounts that are correspondingly 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 EBITDA margin,
Adjusted gross margin, Adjusted gross profit, 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 press release 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. Please refer to Table 4 and Table 5 of this press release for additional
information, including relevant definitions and reconciliations of non-GAAP financial measures contained herein
to the most directly comparable GAAP measures.
In addition, the company’s full-year 2025 guidance measures (other than revenue) are provided on a non-GAAP basis
because the company is unable to reasonably predict certain items contained in the GAAP measures. Such items
include, but are not limited to, acquisition-related expenses, restructuring and related expenses, stock-based
compensation, the ultimate outcome of legal proceedings, unusual gains and losses, the occurrence of matters
creating GAAP tax impacts and other items not reflective of the company's ongoing operations.
The company’s management uses the non-GAAP financial measures described above to evaluate the company’s
performance and to guide operational and financial decision making. Further, the company’s management believes
that these non-GAAP financial measures, which exclude certain items, help to enhance its ability to meaningfully
communicate its underlying business performance, financial condition and results of operations.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, this press release includes “forward-looking statements” within the meaning of
the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements about management’s expectations about Organon’s full-year 2025 guidance estimates and
predictions regarding other financial information and metrics, as well as expectations regarding Organon’s
franchise and product performance and strategy expectations for future periods. Forward-looking statements may
be identified by words such as “guidance,” “potential,” “should,” “will,” “continue,” “expects,” “believes,”
“future,” “estimates,” “opportunity,” or words of similar meaning. These statements are based upon the current
beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. If
underlying assumptions prove inaccurate, or risks or uncertainties materialize, actual results may differ
materially from those set forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to, expanded brand and class competition in the markets in
which Organon operates; trade protection measures and import or export licensing requirements, including the
direct and indirect impacts of tariffs (including any potential pharmaceutical sector tariffs), trade sanctions
or similar restrictions by the United States or other governments; changes in U.S. and foreign federal, state
and local governmental funding allocations including the timing and amounts allocated to Organon’s customers and
business partners; economic factors over which Organon has no control, including changes in inflation, interest
rates, recessionary pressures, and foreign currency exchange rates; uncertainties surrounding the Audit
Committee investigation described in Organon’s 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”); the impact of litigation, regulatory
investigations and inquiries, and other legal matters, including risks to Organon’s reputation and relationships
with customers, wholesalers, suppliers, and other business partners; risks related to potential disruptions to
Organon’s business as a result of the leadership changes announced in the Form 8-K, including the risk that
appointing a new Chief Executive Officer may take longer than anticipated; Organon’s ability to remediate the
material weaknesses in internal control over financial reporting and the related costs and management resources
in connection therewith, as well as its ability to maintain effective controls over financial reporting and
disclosure controls and procedures in the future; Organon’s ability to access the public securities and other
capital and credit markets in accordance with its financial plans, the cost of such capital and overall
condition of the capital and credit markets; actions that may be taken by credit rating agencies that could
negatively affect either Organon’s access to or terms of financing or its financial condition and liquidity;
Organon’s ability to meet its revenue and growth expectations and outlook; unfavorable publicity and media
reports; the potential impact that actions by activist stockholders could have on the pursuit of our business
strategies; the loss of key personnel or highly skilled employees; market volatility, downgrades to the U.S.
government’s sovereign credit rating or its perceived creditworthiness, changing political or geopolitical
conditions, market contraction, boycotts, and sanctions, as well as Organon’s ability to successfully manage
uncertainties related to the foregoing; difficulties with performance of third parties Organon relies on for its
business growth; the failure of any supplier to provide substances, materials, or services as agreed, or
otherwise meet their obligations to us; the increased cost of supply, manufacturing, packaging, and operations;
difficulties developing and sustaining relationships with commercial counterparties; competition from generic
products as Organon’s products lose patent protection; any failure by Organon to retain market exclusivity for
Nexplanon® (etonogestrel implant) 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™ (ezetimibe and atorvastatin); the success of our efforts to adapt our
business and sales strategies to address the changing market and regulatory landscape in order to achieve our
business objectives and remain “competitive;” restructurings or other disruptions at the U.S. Food and Drug
Administration (“FDA”), the SEC and other U.S. and comparable government agencies; difficulties and
uncertainties inherent in the implementation of Organon’s 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 or affecting Medicare, Medicaid and health
care reform, pharmaceutical pricing and reimbursement, access to our products, international reference pricing,
including Most-Favored-Nation drug pricing, and other pricing-related initiatives and policy efforts; 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 Organon’s business; efficacy, safety or other
quality concerns with respect to our marketed products, whether or not scientifically justified, leading to
product recalls, withdrawals, labeling changes, or declining sales; delays or failures to demonstrate adequate
efficacy and safety of Organon’s product candidates in pre-clinical and clinical trials, which may prevent or
delay the development, approval, clearance, or commercialization of Organon’s 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 FDA and other regulatory authorities; the failure by Organon or its 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 Organon’s products; cyberattacks on, or
other failures, accidents, or security breaches of, Organon’s or third-party providers’ information technology
systems, which could disrupt Organon’s operations and those of third parties upon which it relies; increased
focus on privacy issues in countries around the world, including the United States, the European Union, 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 Organon’s 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 Organon’s 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 Organon; and volatility of commodity prices, fuel, shipping rates that impact the costs and/or
ability to supply Organon’s products.
The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise. Additional factors that could cause results to differ materially from
those described in the forward-looking statements can be found in the company’s filings with the SEC, including
the company’s most recent Annual Report on Form 10-K (as amended), Quarterly Reports on Form 10-Q (as amended),
Current Reports on Form 8-K, and other SEC filings, available at the SEC’s Internet site (www.sec.gov).
|
TABLE 1
|
|
Organon & Co.
|
|
Condensed Consolidated Statement of Income
|
|
(Unaudited, $ in millions except shares in thousands and per share
amounts)
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
Revenues
|
$
|
1,602
|
|
|
$
|
1,582
|
|
|
$
|
4,709
|
|
|
$
|
4,811
|
|
|
Cost of sales
|
|
745
|
|
|
|
659
|
|
|
|
2,137
|
|
|
|
1,992
|
|
|
Gross Profit
|
|
857
|
|
|
|
923
|
|
|
|
2,572
|
|
|
|
2,819
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
415
|
|
|
|
422
|
|
|
|
1,288
|
|
|
|
1,290
|
|
|
Research and development
|
|
84
|
|
|
|
111
|
|
|
|
275
|
|
|
|
339
|
|
|
Acquired in-process research and development and milestones
|
|
—
|
|
|
|
51
|
|
|
|
6
|
|
|
|
81
|
|
|
Restructuring costs
|
|
—
|
|
|
|
—
|
|
|
|
88
|
|
|
|
23
|
|
|
Interest expense
|
|
128
|
|
|
|
126
|
|
|
|
383
|
|
|
|
388
|
|
|
Exchange losses
|
|
17
|
|
|
|
6
|
|
|
|
12
|
|
|
|
11
|
|
|
Other (income) expense, net
|
|
(30
|
)
|
|
|
—
|
|
|
|
(53
|
)
|
|
|
9
|
|
|
Income before income taxes
|
|
243
|
|
|
|
207
|
|
|
|
573
|
|
|
|
678
|
|
|
Income tax expense (benefit)
|
|
83
|
|
|
|
(152
|
)
|
|
|
181
|
|
|
|
(77
|
)
|
|
Net income
|
$
|
160
|
|
|
$
|
359
|
|
|
$
|
392
|
|
|
$
|
755
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.61
|
|
|
$
|
1.39
|
|
|
$
|
1.51
|
|
|
$
|
2.94
|
|
|
Diluted
|
$
|
0.61
|
|
|
$
|
1.38
|
|
|
$
|
1.50
|
|
|
$
|
2.92
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
259,975
|
|
|
|
257,498
|
|
|
|
259,266
|
|
|
|
256,830
|
|
|
Diluted
|
|
260,653
|
|
|
|
259,757
|
|
|
|
260,611
|
|
|
|
258,908
|
|
|
TABLE 2
|
|
Organon & Co.
|
|
Sales by top products
|
|
(Unaudited, $ in millions)
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
($ in millions)
|
U.S.
|
|
Int’l
|
|
Total
|
|
U.S.
|
|
Int’l
|
|
Total
|
|
U.S.
|
|
Int’l
|
|
Total
|
|
U.S.
|
|
Int’l
|
|
Total
|
|
Women’s Health
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nexplanon/Implanon NXT
|
$
|
146
|
|
$
|
77
|
|
$
|
223
|
|
$
|
172
|
|
$
|
70
|
|
$
|
243
|
|
$
|
486
|
|
$
|
225
|
|
$
|
711
|
|
$
|
497
|
|
|
$
|
207
|
|
$
|
704
|
|
Follistim AQ
|
|
24
|
|
|
40
|
|
|
64
|
|
|
26
|
|
|
37
|
|
|
63
|
|
|
89
|
|
|
117
|
|
|
206
|
|
|
59
|
|
|
|
113
|
|
|
171
|
|
NuvaRing
|
|
9
|
|
|
17
|
|
|
26
|
|
|
7
|
|
|
17
|
|
|
23
|
|
|
21
|
|
|
54
|
|
|
75
|
|
|
33
|
|
|
|
57
|
|
|
90
|
|
Ganirelix Acetate Injection
|
|
3
|
|
|
19
|
|
|
22
|
|
|
5
|
|
|
20
|
|
|
26
|
|
|
10
|
|
|
67
|
|
|
77
|
|
|
16
|
|
|
|
65
|
|
|
82
|
|
Marvelon/Mercilon
|
|
—
|
|
|
31
|
|
|
31
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|
—
|
|
|
103
|
|
|
103
|
|
|
—
|
|
|
|
103
|
|
|
103
|
|
Jada
|
|
20
|
|
|
—
|
|
|
20
|
|
|
15
|
|
|
—
|
|
|
16
|
|
|
53
|
|
|
1
|
|
|
54
|
|
|
42
|
|
|
|
1
|
|
|
43
|
|
Other Women’s Health(1)
|
|
17
|
|
|
26
|
|
|
43
|
|
|
14
|
|
|
28
|
|
|
40
|
|
|
47
|
|
|
80
|
|
|
128
|
|
|
41
|
|
|
|
78
|
|
|
119
|
|
General Medicines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biosimilars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renflexis
|
|
51
|
|
|
19
|
|
|
70
|
|
|
56
|
|
|
16
|
|
|
72
|
|
|
141
|
|
|
49
|
|
|
190
|
|
|
167
|
|
|
|
43
|
|
|
210
|
|
Hadlima
|
|
47
|
|
|
16
|
|
|
63
|
|
|
29
|
|
|
11
|
|
|
40
|
|
|
116
|
|
|
44
|
|
|
159
|
|
|
71
|
|
|
|
27
|
|
|
98
|
|
Ontruzant
|
|
4
|
|
|
28
|
|
|
31
|
|
|
5
|
|
|
15
|
|
|
20
|
|
|
12
|
|
|
68
|
|
|
80
|
|
|
23
|
|
|
|
84
|
|
|
107
|
|
Brenzys
|
|
—
|
|
|
23
|
|
|
23
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
59
|
|
|
59
|
|
|
—
|
|
|
|
63
|
|
|
63
|
|
Other Biosimilars(1)
|
|
6
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
9
|
|
|
13
|
|
|
22
|
|
|
—
|
|
|
|
22
|
|
|
22
|
|
Cardiovascular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atozet
|
|
—
|
|
|
95
|
|
|
95
|
|
|
—
|
|
|
125
|
|
|
125
|
|
|
—
|
|
|
257
|
|
|
257
|
|
|
—
|
|
|
|
396
|
|
|
396
|
|
Zetia
|
|
1
|
|
|
91
|
|
|
93
|
|
|
2
|
|
|
80
|
|
|
81
|
|
|
4
|
|
|
248
|
|
|
252
|
|
|
5
|
|
|
|
235
|
|
|
240
|
|
Cozaar/Hyzaar
|
|
2
|
|
|
53
|
|
|
55
|
|
|
2
|
|
|
57
|
|
|
59
|
|
|
6
|
|
|
160
|
|
|
166
|
|
|
7
|
|
|
|
179
|
|
|
186
|
|
Vytorin
|
|
1
|
|
|
25
|
|
|
25
|
|
|
1
|
|
|
25
|
|
|
26
|
|
|
3
|
|
|
72
|
|
|
75
|
|
|
4
|
|
|
|
78
|
|
|
82
|
|
Rosuzet
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
|
36
|
|
|
36
|
|
Other Cardiovascular(1)
|
|
1
|
|
|
33
|
|
|
33
|
|
|
—
|
|
|
27
|
|
|
29
|
|
|
1
|
|
|
97
|
|
|
98
|
|
|
2
|
|
|
|
97
|
|
|
99
|
|
Respiratory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singulair
|
|
2
|
|
|
51
|
|
|
53
|
|
|
2
|
|
|
83
|
|
|
85
|
|
|
6
|
|
|
187
|
|
|
193
|
|
|
7
|
|
|
|
268
|
|
|
275
|
|
Nasonex
|
|
—
|
|
|
60
|
|
|
60
|
|
|
—
|
|
|
63
|
|
|
63
|
|
|
—
|
|
|
197
|
|
|
197
|
|
|
—
|
|
|
|
200
|
|
|
200
|
|
Dulera
|
|
24
|
|
|
10
|
|
|
34
|
|
|
38
|
|
|
10
|
|
|
48
|
|
|
89
|
|
|
28
|
|
|
118
|
|
|
120
|
|
|
|
31
|
|
|
151
|
|
Clarinex
|
|
1
|
|
|
25
|
|
|
25
|
|
|
1
|
|
|
26
|
|
|
27
|
|
|
1
|
|
|
92
|
|
|
93
|
|
|
2
|
|
|
|
97
|
|
|
100
|
|
Other Respiratory(1)
|
|
9
|
|
|
2
|
|
|
12
|
|
|
11
|
|
|
3
|
|
|
14
|
|
|
32
|
|
|
9
|
|
|
40
|
|
|
26
|
|
|
|
10
|
|
|
35
|
|
Non-Opioid Pain, Bone and Dermatology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arcoxia
|
|
—
|
|
|
71
|
|
|
71
|
|
|
—
|
|
|
69
|
|
|
69
|
|
|
—
|
|
|
195
|
|
|
195
|
|
|
—
|
|
|
|
211
|
|
|
211
|
|
Fosamax
|
|
—
|
|
|
40
|
|
|
40
|
|
|
1
|
|
|
37
|
|
|
38
|
|
|
2
|
|
|
106
|
|
|
107
|
|
|
3
|
|
|
|
109
|
|
|
112
|
|
Diprospan
|
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
37
|
|
|
37
|
|
|
—
|
|
|
112
|
|
|
112
|
|
|
—
|
|
|
|
102
|
|
|
102
|
|
Vtama
|
|
31
|
|
|
3
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
9
|
|
|
89
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Other Non-Opioid Pain, Bone and Dermatology(1)
|
|
4
|
|
|
75
|
|
|
80
|
|
|
5
|
|
|
69
|
|
|
74
|
|
|
11
|
|
|
217
|
|
|
229
|
|
|
15
|
|
|
|
212
|
|
|
227
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propecia
|
|
2
|
|
|
31
|
|
|
33
|
|
|
2
|
|
|
27
|
|
|
28
|
|
|
4
|
|
|
86
|
|
|
90
|
|
|
5
|
|
|
|
74
|
|
|
79
|
|
Emgality/Rayvow
|
|
—
|
|
|
51
|
|
|
51
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|
—
|
|
|
125
|
|
|
125
|
|
|
—
|
|
|
|
69
|
|
|
69
|
|
Proscar
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|
1
|
|
|
73
|
|
|
73
|
|
|
1
|
|
|
|
72
|
|
|
73
|
|
Other(1)
|
|
—
|
|
|
86
|
|
|
88
|
|
|
3
|
|
|
80
|
|
|
84
|
|
|
6
|
|
|
245
|
|
|
253
|
|
|
12
|
|
|
|
229
|
|
|
241
|
|
Other (2)
|
|
1
|
|
|
21
|
|
|
21
|
|
|
1
|
|
|
26
|
|
|
26
|
|
|
2
|
|
|
66
|
|
|
67
|
|
|
(2
|
)
|
|
|
87
|
|
|
85
|
|
Revenues
|
$
|
406
|
|
$
|
1,196
|
|
$
|
1,602
|
|
$
|
398
|
|
$
|
1,184
|
|
$
|
1,582
|
|
$
|
1,232
|
|
$
|
3,477
|
|
$
|
4,709
|
|
$
|
1,156
|
|
|
$
|
3,655
|
|
$
|
4,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals may not foot due to rounding. Trademarks appearing above in
italics are trademarks of, or are used under license by, the Organon group of
companies.
|
|
|
(1) Includes sales of products not listed separately.
|
|
(2) Other includes manufacturing sales to third parties.
|
|
TABLE 3
|
|
Organon & Co.
|
|
Sales by geographic area
|
|
(Unaudited, $ in millions)
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
Europe and Canada
|
$
|
417
|
|
$
|
436
|
|
$
|
1,212
|
|
$
|
1,343
|
|
United States
|
|
406
|
|
|
398
|
|
|
1,232
|
|
|
1,156
|
|
Asia Pacific and Japan
|
|
251
|
|
|
260
|
|
|
752
|
|
|
806
|
|
China
|
|
219
|
|
|
212
|
|
|
627
|
|
|
634
|
|
Latin America, Middle East, Russia, and Africa
|
|
286
|
|
|
243
|
|
|
810
|
|
|
768
|
|
Other (1)
|
|
23
|
|
|
33
|
|
|
76
|
|
|
104
|
|
Revenues
|
$
|
1,602
|
|
$
|
1,582
|
|
$
|
4,709
|
|
$
|
4,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other includes manufacturing sales to third parties.
|
|
TABLE 4
|
|
Organon & Co.
|
|
Reconciliation of GAAP Reported to Non-GAAP Adjusted
Metrics
|
|
(Unaudited, $ in millions)
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Gross Profit
|
$
|
857
|
|
|
$
|
923
|
|
|
$
|
2,572
|
|
|
$
|
2,819
|
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
Spin-related costs(1)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6
|
|
|
Manufacturing network costs(2)
|
|
39
|
|
|
|
14
|
|
|
|
101
|
|
|
|
39
|
|
|
Stock-based compensation
|
|
4
|
|
|
|
4
|
|
|
|
12
|
|
|
|
13
|
|
|
Amortization
|
|
52
|
|
|
|
35
|
|
|
|
155
|
|
|
|
102
|
|
|
Acquisition-related costs(3)
|
|
12
|
|
|
|
—
|
|
|
|
31
|
|
|
|
—
|
|
|
Other
|
|
2
|
|
|
|
—
|
|
|
|
12
|
|
|
|
—
|
|
|
Adjusted Non-GAAP Gross Profit
|
$
|
966
|
|
|
$
|
976
|
|
|
$
|
2,883
|
|
|
$
|
2,979
|
|
|
|
|
|
|
|
|
|
|
|
(1) Spin-related costs include costs from the separation of Merck
& Co., Inc., Rahway, NJ, US. For additional details refer to Table 5.
|
|
(2) Manufacturing network related costs include costs from exiting
manufacturing and supply agreements with Merck & Co., Inc., Rahway NJ, US. For
additional details refer to Table 5.
|
|
(3) Acquisition-related costs relate to costs from the acquisition
of Dermavant. For additional details refer to Table 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Gross Margin
|
|
53.5
|
%
|
|
|
58.3
|
%
|
|
|
54.6
|
%
|
|
|
58.6
|
%
|
|
Total impact of Non-GAAP adjustments
|
|
6.8
|
%
|
|
|
3.4
|
%
|
|
|
6.6
|
%
|
|
|
3.3
|
%
|
|
Adjusted Non-GAAP Gross Margin
|
|
60.3
|
%
|
|
|
61.7
|
%
|
|
|
61.2
|
%
|
|
|
61.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Selling, general and administrative expenses
|
$
|
415
|
|
|
$
|
422
|
|
|
$
|
1,288
|
|
|
$
|
1,290
|
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
Spin-related costs (1)
|
|
—
|
|
|
|
(10
|
)
|
|
|
—
|
|
|
|
(79
|
)
|
|
Stock-based compensation
|
|
(16
|
)
|
|
|
(17
|
)
|
|
|
(46
|
)
|
|
|
(53
|
)
|
|
Restructuring related charges
|
|
—
|
|
|
|
—
|
|
|
|
(10
|
)
|
|
|
—
|
|
|
Other
|
|
(5
|
)
|
|
|
(4
|
)
|
|
|
(34
|
)
|
|
|
(4
|
)
|
|
Adjusted Non-GAAP Selling, general and administrative expenses
|
$
|
394
|
|
|
$
|
391
|
|
|
$
|
1,198
|
|
|
$
|
1,154
|
|
|
|
|
|
|
|
|
|
|
|
(1) Spin-related costs include costs from the separation of Merck
& Co., Inc., Rahway, NJ, US. For additional details refer to Table 5.
|
|
Organon & Co.
|
|
Reconciliation of GAAP Reported to Non-GAAP Adjusted Metrics
(Continued)
|
|
(Unaudited, $ in millions except per share amounts)
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Research and development expenses
|
$
|
84
|
|
|
$
|
111
|
|
|
$
|
275
|
|
|
$
|
339
|
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
Spin-related costs(1)
|
|
—
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
(5
|
)
|
|
Manufacturing network costs (2)
|
|
(2
|
)
|
|
|
—
|
|
|
|
(8
|
)
|
|
|
—
|
|
|
Stock-based compensation
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(12
|
)
|
|
|
(13
|
)
|
|
Other
|
|
(2
|
)
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
—
|
|
|
Adjusted Non-GAAP Research and development expenses
|
$
|
76
|
|
|
$
|
105
|
|
|
$
|
252
|
|
|
$
|
321
|
|
|
|
|
|
|
|
|
|
|
|
(1) Spin-related costs include costs from the separation of Merck
& Co., Inc., Rahway, NJ, US. For additional details refer to Table 5.
|
|
(2) Manufacturing network related costs include costs from exiting
manufacturing and supply agreements with Merck & Co., Inc., Rahway NJ, US. For
additional details refer to Table 5.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Reported Net Income
|
$
|
160
|
|
|
$
|
359
|
|
|
$
|
392
|
|
|
$
|
755
|
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
Cost of sales adjustments
|
|
109
|
|
|
|
53
|
|
|
|
311
|
|
|
|
160
|
|
|
Selling, general and administrative adjustments
|
|
21
|
|
|
|
31
|
|
|
|
90
|
|
|
|
136
|
|
|
Research and development adjustments
|
|
8
|
|
|
|
6
|
|
|
|
23
|
|
|
|
18
|
|
|
Restructuring
|
|
—
|
|
|
|
—
|
|
|
|
88
|
|
|
|
23
|
|
|
Change in fair value of contingent consideration
|
|
(32
|
)
|
|
|
—
|
|
|
|
(9
|
)
|
|
|
—
|
|
|
Other expense (gain), net
|
|
4
|
|
|
|
4
|
|
|
|
(37
|
)
|
|
|
14
|
|
|
Tax impact on adjustments above(1)
|
|
(7
|
)
|
|
|
(227
|
)
|
|
|
(69
|
)
|
|
|
(276
|
)
|
|
Non-GAAP Adjusted Net Income
|
$
|
263
|
|
|
$
|
226
|
|
|
$
|
789
|
|
|
$
|
830
|
|
|
(1) For the three months ended September 30, 2025 and 2024, the
GAAP income tax rates were 34.0% and (73.7)%, respectively, and the non-GAAP income tax
rates were 25.3% and 24.7%, respectively. For the nine months ended September 30, 2025
and 2024, the GAAP income tax rates were 31.6% and (11.3)%, respectively, and the
non-GAAP income tax rates were 24.0% and 19.3%, respectively. These adjustments
represent the estimated tax impacts on the reconciling items by applying the statutory
rate and applicable law of the originating territory of the non-GAAP
adjustments.
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Diluted Earnings per Share
|
$
|
0.61
|
|
|
$
|
1.38
|
|
|
$
|
1.50
|
|
|
$
|
2.92
|
|
|
Total impact of Non-GAAP adjustments
|
|
0.40
|
|
|
|
(0.51
|
)
|
|
|
1.53
|
|
|
|
0.29
|
|
|
Non-GAAP Adjusted Diluted Earnings per Share
|
$
|
1.01
|
|
|
$
|
0.87
|
|
|
$
|
3.03
|
|
|
$
|
3.21
|
|
|
TABLE 5
|
|
Organon & Co.
|
|
Reconciliation of GAAP Net Income to Non-GAAP Adjusted
EBITDA
|
|
(Unaudited, $ in millions)
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2025
|
|
|
|
2024
|
|
|
|
2025
|
|
|
|
2024
|
|
|
GAAP Reported Net Income
|
$
|
160
|
|
|
$
|
359
|
|
|
$
|
392
|
|
|
$
|
755
|
|
|
Depreciation(1)
|
|
37
|
|
|
|
32
|
|
|
|
102
|
|
|
|
93
|
|
|
Amortization
|
|
52
|
|
|
|
35
|
|
|
|
155
|
|
|
|
102
|
|
|
Interest expense
|
|
128
|
|
|
|
126
|
|
|
|
383
|
|
|
|
388
|
|
|
Income tax expense (benefit)
|
|
83
|
|
|
|
(152
|
)
|
|
|
181
|
|
|
|
(77
|
)
|
|
EBITDA (Non-GAAP)
|
$
|
460
|
|
|
$
|
400
|
|
|
$
|
1,213
|
|
|
$
|
1,261
|
|
|
Restructuring and related charges
|
|
—
|
|
|
|
—
|
|
|
|
98
|
|
|
|
23
|
|
|
Spin-related costs(2)
|
|
—
|
|
|
|
16
|
|
|
|
—
|
|
|
|
104
|
|
|
Manufacturing network related(3)
|
|
46
|
|
|
|
14
|
|
|
|
118
|
|
|
|
39
|
|
|
Acquisition-related costs(4)
|
|
12
|
|
|
|
—
|
|
|
|
31
|
|
|
|
—
|
|
|
Change in contingent consideration
|
|
(32
|
)
|
|
|
—
|
|
|
|
(9
|
)
|
|
|
—
|
|
|
Other costs(5)
|
|
8
|
|
|
|
4
|
|
|
|
3
|
|
|
|
4
|
|
|
Stock-based compensation
|
|
24
|
|
|
|
25
|
|
|
|
70
|
|
|
|
79
|
|
|
Adjusted EBITDA (Non-GAAP)
|
$
|
518
|
|
|
$
|
459
|
|
|
$
|
1,524
|
|
|
$
|
1,510
|
|
|
Adjusted EBITDA margin (Non-GAAP)
|
|
32.3
|
%
|
|
|
29.0
|
%
|
|
|
32.4
|
%
|
|
|
31.4
|
%
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes accelerated depreciation included in one-time
costs.
|
|
(2) Spin-related costs reflect certain costs incurred in connection
with activities taken to separate Organon from Merck & Co., Inc., Rahway, NJ, US.
These costs include, but are not limited to, $7 million and $47 million for the three
and nine months ended September 30, 2024, respectively, for information technology
infrastructure, primarily related to the implementation of a stand-alone enterprise
resource planning system and redundant software licensing costs, as well as $20 million
for the nine months ended September 30, 2024, associated with temporary transition
service agreements with Merck & Co., Inc., Rahway, NJ, US.
|
|
(3) Manufacturing network related costs, including exiting of
temporary manufacturing and supply agreements with Merck & Co., Inc., Rahway, NJ,
US, reflect accelerated depreciation, exit premiums, technology transfer costs,
stability and qualification batch costs, and third-party contractor costs.
|
|
(4) Acquisition related costs for the three and nine months ended
September 30, 2025, reflect the amortization pertaining to the fair value inventory
purchase accounting adjustment for the Dermavant transaction.
|
|
(5) Other costs for the nine months ended September 30, 2025
include $46 million pre-tax gain related to the repurchase and cancellation of
approximately $242 million of the 2031 Notes and the repayment and termination of the
funding agreement with NovaQuest Co-Investment Fund VIII, L.P. and legal settlement
reserves.
|
|
|
|
|
|
|
|
|
|
|
As the costs described in (1) through (5) above are directly
related to the separation of Organon and acquisition related activities and therefore
arise from a one-time event outside of the ordinary course of the company’s operations,
the adjustment of these items provides meaningful, supplemental, information that the
company believes will enhance an investor's understanding of the company's ongoing
operating performance.
|
Source: Organon & Co.