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Organon & (OGN) - 2024 Q4 - Annual Report

Financial Performance - Revenues for the year ended December 31, 2024, were 6,403million,anincreaseof2.26,403 million, an increase of 2.2% from 6,263 million in 2023[350]. - Gross profit for 2024 was 3,715million,adecreaseof0.93,715 million, a decrease of 0.9% compared to 3,748 million in 2023[350]. - Net income for 2024 was 864million,down15.6864 million, down 15.6% from 1,023 million in 2023[350]. - Basic earnings per share for 2024 were 3.36,comparedto3.36, compared to 4.01 in 2023, reflecting a decrease of 16.2%[350]. - Comprehensive income for 2024 was 756million,downfrom756 million, down from 1,046 million in 2023, reflecting a decline of 27.7%[352]. - Cash flows provided by operating activities increased to 939millionin2024,comparedto939 million in 2024, compared to 799 million in 2023 and 858millionin2022[362].Totalcashandcashequivalentsattheendof2024decreasedto858 million in 2022[362]. - Total cash and cash equivalents at the end of 2024 decreased to 675 million from 693millionin2023[362].Thecompanydeclaredcashdividendsof693 million in 2023[362]. - The company declared cash dividends of 297 million in 2024, slightly up from 294millionin2023and294 million in 2023 and 290 million in 2022[362]. - Research and development expenses for 2024 were 469million,adecreaseof11.2469 million, a decrease of 11.2% from 528 million in 2023[350]. - The provision for aggregate customer discounts increased to 3,024millionin2024,upfrom3,024 million in 2024, up from 2,640 million in 2023 and 2,221millionin2022[371].AcquisitionsandPartnershipsTheSamsungBioepisAgreementgrantsthecompanyanexclusivelicensetocommercializefivebiosimilarsproducts,includingadalimumab(Humira)andtrastuzumab(Herceptin)[103].UndertheSamsungBioepisAgreement,grossprofitsaresharedequallyinallmarkets,exceptinBrazilwherethesplitis652,221 million in 2022[371]. Acquisitions and Partnerships - The Samsung Bioepis Agreement grants the company an exclusive license to commercialize five biosimilars products, including adalimumab (Humira) and trastuzumab (Herceptin)[103]. - Under the Samsung Bioepis Agreement, gross profits are shared equally in all markets, except in Brazil where the split is 65% to Samsung Bioepis and 35% to the company[106]. - The company plans to continue pursuing acquisitions of complementary businesses and strategic partnerships, including agreements with Centergene and Lilly to promote Emgality and Rayvow in Europe[123]. - Organon acquired Dermavant for an estimated aggregate consideration of 581 million, which includes an upfront payment of 175millionandpotentialfuturemilestonepaymentsofupto175 million and potential future milestone payments of up to 1.025 billion[405][407][406]. - The acquisition allows Organon to expand its portfolio with Dermavant's product Vtama, which was approved for treating atopic dermatitis in December 2024, in addition to its existing indication for psoriasis[405][414]. Regulatory and Compliance Risks - The company is subject to various laws and regulations, and failure to comply could result in serious consequences for its operations[112]. - The company may incur unplanned costs and delays if additional pre-clinical studies or clinical trials are required for product candidates[132]. - Regulatory authorities have substantial discretion to require additional testing, which could delay or prevent marketing approval of products[127]. - The company is involved in patent disputes that could affect market exclusivity for its products, with challenges from third parties being costly and unpredictable[141]. - Disruptions at regulatory agencies like the FDA could hinder timely product approvals, impacting the company's operations[135]. - The evolving regulatory landscape for privacy and data protection, including GDPR compliance, poses significant operational challenges and potential penalties[160]. Market and Economic Conditions - The company faces continued pricing pressure globally, particularly in the EU, UK, China, and Japan, which could adversely affect sales and profit margins[116]. - Economic conditions, including inflation and market volatility, could adversely affect the company's ability to grow and maintain margins, potentially leading to increased costs[178][181]. - The company’s operations are significantly affected by global economic conditions, including trade tensions and sanctions, which could adversely impact results[155]. - The company’s business in China is growing, making it the second largest market, but faces challenges such as price reductions from government programs like VBP, which can exceed 50%[174][175]. Financial Position and Debt - As of December 31, 2024, the company had outstanding indebtedness of approximately 8.9billion,whichmayincreasetheriskofinsufficientcashgenerationtomeetdebtobligations[144].Totalassetsincreasedto8.9 billion, which may increase the risk of insufficient cash generation to meet debt obligations[144]. - Total assets increased to 13,101 million in 2024 from 12,058millionin2023,representingagrowthof8.712,058 million in 2023, representing a growth of 8.7%[356]. - Total liabilities rose to 12,629 million in 2024, up from 12,128millionin2023,indicatinganincreaseof4.112,128 million in 2023, indicating an increase of 4.1%[356]. - The long-term debt portfolio includes both fixed and variable-rate instruments, with potential interest rate changes impacting future interest expenses[331]. - The company is subject to restrictive covenants under its indebtedness, which may limit operational flexibility and access to financing[195]. Operational Challenges - The company relies on third parties for preclinical and clinical testing, which poses risks related to compliance and quality control[122]. - The company has limited in-house discovery capabilities and will continue to rely on acquisitions and partnerships to expand its product pipeline[120]. - The company is experiencing difficulties in manufacturing certain products, which may lead to increased costs and product shortages due to various factors including supply chain disruptions and regulatory compliance issues[170]. - Quality management is crucial for maintaining customer confidence, and any quality or safety issues could lead to recalls or loss of sales[137]. Environmental and Sustainability Concerns - Expenditures for remediation and environmental liabilities are estimated to be approximately 14 million for the years 2025 through 2029[102]. - Increased environmental regulations may lead to higher operational costs and affect business activities[189]. - The company is facing increased costs due to evolving sustainability regulations and may incur further costs related to compliance with various standards and frameworks[192]. Stock and Shareholder Matters - The company has not guaranteed the timing or amount of future dividends, which will depend on various factors including financial condition and capital requirements[204]. - The company’s stock price and trading volume may be volatile, influenced by market conditions and operational performance, potentially affecting capital raising efforts[202]. - The company’s amended bylaws may deter hostile takeover attempts, which could impact stockholder interests and market price[205].