What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-28 · 572 added, 414 removed, 1667 unchanged (37% of the section changed)

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Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, 202 3 , 202 2 and 20 21

Consolidated Statements of Comprehensive (Loss) Earnings for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022

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We have audited the accompanying consolidated balance sheets of Viatris Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) earnings, equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements 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.

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Goodwill – Viatris Inc.

Europe, JANZ, and Emerging Markets Reporting Units – Refer to Note 8 to the financial statements.

Europe and JANZ Reporting Units – Refer to Note 8 to the financial statements.

Critical Audit Matter Description

The Company performed an annual goodwill impairment test as of April 1, 2024.

As of April 1, 2023, the Company had approximately $10.6 billion of consolidated goodwill, $4.47 billion, $1.34 billion and $0.68 billion of which was allocated to its Europe, Emerging Markets and JANZ reporting units, respectively.

As of April 1, 2024, the Company had approximately $9.7 billion of consolidated goodwill, $3.86 billion and $0.62 billion of which was allocated to its Europe and JANZ reporting units, respectively.

The Company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of each reporting unit to its carrying value.

The Company performed its valuation analysis, using an income-based approach, to determine the fair value of its Europe, Emerging Markets and JANZ reporting units.

The Company performed its valuation analysis, using an income-based approach, to determine the fair value of its Europe and JANZ reporting units.

The determination of the fair value requires management to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows.

These estimates and assumptions, utilizing Level 3 valuation inputs, primarily include, but are not limited to, discount rates, terminal growth rates, operating income before depreciation and amortization, and capital expenditures forecasts.

The fair values of the Europe, Emerging Markets and the JANZ reporting units

exceeded their carrying values by approximately $0.54 billion, or 3.9%, $0.51 billion, or 7.7%, and $0.15 billion, or 5.5%, respectively, as of April 1, 2023 and, therefore, no impairments were recognized.

Given that the Europe, Emerging Markets, and JANZ reporting unit’s revenues are sensitive to changes in consumer demand, the approval of new product launches, the expansion of existing products into new jurisdictions (which have differentiated distribution and commercialization models throughout the regions), and the impact of business development activity, auditing management’s judgments regarding forecasts of future revenues, and the selection of the discount rates and terminal growth rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

The fair value of the Europe reporting unit exceeded its carrying value by approximately $0.88 billion, or 7.9% as of April 1, 2024.

The Company recorded a goodwill impairment charge of $321.0 million during the second quarter related to the JANZ reporting

The impairment charge was primarily the result of a 1.0% increase in the discount rate and a 0.5% reduction in the terminal growth rate assumption for the reporting unit.

Given that the Europe and JANZ reporting unit’s revenues are sensitive to changes in consumer demand, the approval of new product launches, the expansion of existing products into new jurisdictions (which have differentiated distribution and commercialization models throughout the regions), and the impact of business development activity, auditing management’s judgments regarding forecasts of future revenues, and the selection of the discount rates and terminal growth rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues (“forecasts”), and the selection of the discount rates and terminal growth rates for the Europe, Emerging Markets, and the JANZ reporting units included the following procedures, among others:

Our audit procedures related to the forecasts of future revenues (“forecasts”), and the selection of the discount rates and terminal growth rates for the Europe and the JANZ reporting units included the following procedures, among others:

• We tested the effectiveness of controls over the review of the goodwill impairment tests, including those over the development of the business forecasts of future revenues and the selection of the discount rates and terminal growth rates.

• We evaluated management’s ability to accurately forecast future revenues of the Europe, Emerging Markets, and JANZ reporting units by comparing actual results to management’s historical forecasts.

• We evaluated management’s ability to accurately forecast future revenues of the Europe and JANZ reporting units by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s revenue forecasts by comparing the projections to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases.

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The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns.

The returns reserve at MPI represents a significant component of the global sales returns reserve as of December 31, 2023.

The returns reserve at Mylan Pharmaceuticals Inc.

(MPI) represents a significant component of the global sales returns reserve as of December 31, 2024.

Estimating the amounts to be accrued for returns requires significant estimation as management’s model utilizes historical experience with actual returns and considers levels of inventory in the distribution channel, product dating and expiration period, size and maturity of the market prior to a product launch, entrance into the market of additional competitors, and changes in the regulatory environment.

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shares issued:

1,221,994,491 and 1,213,793,231 , respectively

1,234,131,491 as of December 31, 2024 and 1,221,994,491 as of December 31, 2023

Additional paid-in capital 18,921.6 18,814.7

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Common stock shares:

21,239,521 as of December 31, 2023

40,483,663 as of December 31, 2024 and 21,239,521 as of December 31, 2023

Total equity 18,635.5 20,467.4

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Total operating expenses 5,613.5 5,672.4 4,882.1

Earnings (loss) from operations 766.2 1,614.9 ( 34.0 )

Earnings from operations

10.1 766.2 1,614.9

Interest expense 550.0 573.1 592.4

Other income, net ( 9.8 ) ( 1,790.7 ) ( 5.8 )

Earnings (loss) before income taxes 202.9 2,813.2 ( 664.4 )

Other expense (income), net 83.3 ( 9.8 ) ( 1,790.7 )

(Loss) earnings before income taxes

( 623.2 ) 202.9 2,813.2

Income tax provision 11.0 148.2 734.6

Net earnings (loss) 54.7 2,078.6 ( 1,269.1 )

Earnings (loss) per share attributable to Viatris Inc.

Net (loss) earnings $ ( 634.2 ) $ 54.7 $ 2,078.6

(Loss) earnings per share attributable to Viatris Inc.

Basic $ ( 0.53 ) $ 0.05 $ 1.71

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AND SUBSIDIARIES

Consolidated Statements of Comprehensive Earnings (Loss)

Consolidated Statements of Comprehensive (Loss) Earnings

(In millions)

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2024 2023 2022

Net earnings (loss) $ 54.7 $ 2,078.6 $ ( 1,269.1 )

Other comprehensive (loss), before tax:

Net (loss) earnings $ ( 634.2 ) $ 54.7 $ 2,078.6

Other comprehensive (loss) earnings, before tax:

Foreign currency translation adjustment ( 744.1 ) 139.2 ( 1,583.5 )

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Net unrecognized gain (loss) on derivatives in cash flow hedging relationships 53.4 13.9 ( 36.9 )

Net unrecognized (loss) gain on derivatives in net investment hedging relationships ( 178.5 ) 460.1 456.8

Net unrealized gain (loss) on available-for-sale fixed income securities 1.5 ( 2.8 ) ( 1.1 )

Net unrecognized gain (loss) on derivatives in net investment hedging relationships 325.4 ( 178.5 ) 460.1

Net unrealized (loss) gain on available-for-sale fixed income securities ( 0.1 ) 1.5 ( 2.8 )

Other comprehensive loss, before tax ( 386.0 ) ( 42.6 ) ( 884.0 )

Income tax (benefit) provision ( 56.4 ) 132.9 111.1

Other comprehensive earnings (loss), net of tax 13.8 ( 1,016.9 ) ( 886.3 )

Comprehensive earnings (loss) $ 68.5 $ 1,061.7 $ ( 2,155.4 )

Income tax provision (benefit) 79.5 ( 56.4 ) 132.9

Other comprehensive (loss) earnings, net of tax ( 465.5 ) 13.8 ( 1,016.9 )

Comprehensive (loss) earnings $ ( 1,099.7 ) $ 68.5 $ 1,061.7

See Notes to Consolidated Financial Statements

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Balance at December 31, 2021 1,209,507,463 $ 12.1 $ 18,536.1 $ 3,688.8 — $ — $ ( 1,744.3 ) $ 20,492.7

Net loss — — — ( 1,269.1 ) — — — ( 1,269.1 )

Net earnings — — — 2,078.6 — — — 2,078.6

Other comprehensive loss, net of tax — — — — — — ( 1,016.9 ) ( 1,016.9 )

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Taxes related to the net share settlement of equity awards — — ( 11.6 ) — — — — ( 11.6 )

Issuance of common stock 313,341 — 3.3 — — — — 3.3

Cash dividends declared, $ 0.48 per common share

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Net earnings — $ — $ — $ 54.7 — $ — $ — $ 54.7

Other comprehensive loss, net of tax — — — — — — ( 1,016.9 ) ( 1,016.9 )

Other comprehensive earnings, net of tax — — — — — — 13.8 13.8

Share-based compensation expense — — 180.7 — — — — 180.7

Issuance of restricted stock, net 3,972,427 — 1.6 — — — — 1.6

Issuance of restricted stock and stock options exercised, net

7,892,041 0.1 5.1 — — — — 5.2

Common stock repurchase — — — — 21,239,521 ( 251.8 ) — ( 251.8 )

Taxes related to the net share settlement of equity awards — — ( 26.1 ) — — — — ( 26.1 )

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— — — ( 590.6 ) — — — ( 590.6 )

Other — — 6.1 — — — — 6.1

Balance at December 31, 2023 1,221,994,491 $ 12.2 $ 18,814.7 $ 4,639.7 21,239,521 $ ( 251.8 ) $ ( 2,747.4 ) $ 20,467.4

Net earnings — $ — $ — $ 54.7 — $ — $ — $ 54.7

Other comprehensive earnings, net of tax — — — — — — 13.8 13.8

Net loss — $ — $ — $ ( 634.2 ) — $ — $ — $ ( 634.2 )

Other comprehensive loss, net of tax — — — — — — ( 465.5 ) ( 465.5 )

Share-based compensation expense — 146.1 — — — — 146.1

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— — — ( 586.7 ) — — — ( 586.7 )

Other — — 6.1 — — — — 6.1

Balance at December 31, 2024 1,234,131,491 $ 12.3 $ 18,921.6 $ 3,418.8 40,483,663 $ ( 504.3 ) $ ( 3,212.9 ) $ 18,635.5

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Cash flows from operating activities:

Net earnings (loss) $ 54.7 $ 2,078.6 $ ( 1,269.1 )

Net (loss) earnings $ ( 634.2 ) $ 54.7 $ 2,078.6

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization 2,893.2 2,740.5 3,027.6

Deferred income tax expense (benefit) ( 387.1 ) ( 25.9 ) 675.7

Deferred income tax benefit

( 767.6 ) ( 387.1 ) ( 25.9 )

Litigation settlements and other contingencies, net 274.5 86.8 ( 1.7 )

Loss from equity method investments — — 61.9

Loss (gain) on disposal of business 399.5 239.9 ( 1,754.1 )

Share-based compensation expense 146.1 180.7 116.4

Acquired IPR&D

12.3 100.4 46.4

Other non-cash items 297.7 595.4 434.3

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Cash flows from investing activities:

Cash (paid) received for acquisitions, net of cash acquired ( 667.7 ) — 277.0

Cash paid for acquisitions, net of cash acquired ( 350.0 ) ( 667.7 ) —

Capital expenditures ( 326.0 ) ( 377.0 ) ( 406.0 )

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Proceeds from sale of property, plant and equipment 2.7 14.0 13.8

Purchases of IPR&D

( 12.3 ) ( 100.4 ) ( 46.4 )

Proceeds from sale of assets and subsidiaries 2,507.1 364.1 1,950.0

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Proceeds from the sale of marketable securities 26.0 26.3 29.9

Net cash (used in) provided by investing activities ( 764.1 ) 1,520.5 ( 117.8 )

Net cash provided by (used in) investing activities 1,800.7 ( 864.5 ) 1,474.1

Cash flows from financing activities:

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Nature of Operations

Viatris is a global healthcare company which we believe is uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally.

With a mission to empower people worldwide to live healthier at every stage of life, Viatris provides access at scale, supplying high-quality medicines to patients around the world and touching all of life’s moments, from birth to the end of life, acute conditions to chronic diseases.

With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning at Viatris.

As of December 31, 2023, Viatris’ portfolio comprised more than 1,400 approved molecules across a wide range of key therapeutic areas, including globally recognized iconic and key brands and generics, including complex products, and the Company operated approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs.

Viatris is a global healthcare company whose breadth and scale we believe make it uniquely positioned to address healthcare needs globally.

With a mission to empower people worldwide to live healthier at every stage of life, Viatris supplies high-quality medicines to patients around the world.

The Company has a global footprint, an extensive portfolio of medicines that is well-diversified across therapeutic areas, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges.

The Company operates in more than 165 countries and territories with approximately 32,000 employees.

The Company has 26 manufacturing and packaging sites worldwide, more than 1,400 approved molecules, and industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise.

Viatris’ portfolio consists of generics (including complex products), globally recognized iconic brands, and an expanding portfolio of innovative medicines.

We conduct our business through four segments:

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Viatris is headquartered in the U.S., with global centers in Pittsburgh, Pennsylvania, Shanghai, China and Hyderabad, India.

Beginning in 2024, upfront and milestone payments related to externally developed IPR&D projects acquired directly in a transaction other than a business combination, which were previously included in cash flows from operating activities in the consolidated statements of cash flows, are now classified as cash flows from investing activities.

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation.

The adjustments resulted in an increase to net cash provided by operating activities and an increase to net cash used in investing activities of $ 100.4 million for the year ended December 31, 2023, and in an increase to net cash provided by operating activities and a decrease to net cash provided by investing activities of $ 46.4 million for the year ended December 31, 2022.

Summary of Significant Accounting Policies

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All intercompany accounts and transactions have been eliminated in consolidation.

Investments in equity method affiliates are recorded at cost and adjusted for the Company’s share of the affiliates’ cumulative results of operations, capital contributions and distributions.

Use of Estimates in the Preparation of Financial Statements.

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Under ASC 830, Foreign Currency Matters (“ASC 830”), a highly inflationary economy is one that has cumulative inflation of approximately 100% or more over a three-year period.

Effective October 1, 2024, we classified Egypt as highly inflationary and began to utilize the U.S.

dollar as our functional currency in Egypt, which historically utilized the Egyptian pound as the functional currency.

Effective April 1, 2022, we classified Turkey as highly inflationary and began to utilize the U.S.

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Debt securities classified as available-for-sale on the date of purchase are recorded at fair value, with net unrealized gains and losses, net of income taxes, reflected in accumulated other comprehensive loss as a component of shareholders’ equity.

Net realized gains and losses on sales of available-for-sale debt securities are computed on a specific security basis and are included in Other income, net in the consolidated statements of operations.

Debt securities classified as trading securities are valued using the quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date, with gains and losses included in Other income, net in the consolidated statements of operations.

Net realized gains and losses on sales of available-for-sale debt securities are computed on a specific security basis and are included in Other expense (income), net in the consolidated statements of operations.

Debt securities classified as trading securities are valued using the quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date, with gains and losses included in Other expense (income), net in the consolidated statements of operations.

Fair value is determined based on observable market quotes or valuation models using assessments of counterparty credit worthiness, credit risk or underlying security and overall capital market liquidity.

Debt securities are reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other than temporary.

Changes in the fair value of equity securities are recorded in Other income, net in the consolidated statements of operations .

Changes in the fair value of equity securities are recorded in Other expense (income), net in the consolidated statements of operations .

Investments in equity securities with readily determinable fair values are recorded at fair value.

Investments in equity securities without readily determinable fair values for which the Company has elected to utilize the measurement alternative under ASC 321, Investments - Equity Securities are recorded at cost minus any impairment, plus or minus changes in their estimated fair value resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Investments in entities are accounted for using the equity method of accounting when the ability to exercise significant influence over the operating and financial decisions of the investee is maintained.

The share of net income or losses of equity method investments are included in Other income, net in the consolidated statements of operations.

Investments in equity securities without readily determinable fair values and investments in equity accounted for using the equity method are assessed for potential impairment on a quarterly basis based on qualitative factors.

Investments in equity securities without readily determinable fair values are assessed for potential impairment on a quarterly basis based on qualitative factors.

Concentrations of Credit Risk.

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Divestitures.

For businesses that are divested, including divestitures of products that qualify as a business, the Company records the net gain or loss on the sale within Other income, net , and allocates the relative fair value of goodwill associated with the businesses in the determining the gain or loss on sale.

For businesses that are divested, including divestitures of products that qualify as a business, the Company records the net gain or loss on the sale within Other expense (income), net , and allocates the relative fair value of goodwill associated with the businesses in the determining the gain or loss on sale.

Any resulting goodwill impairment is recorded within SG&A.

The Company records amounts received as part of TSAs within Other income, net .

The Company records amounts received as part of TSAs within Other expense (income), net .

For divestitures of products that qualify as assets, the Company records the gain or loss on sale within SG&A.

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The Company’s subsidiaries in India have working capital facilities with several banks which are secured by its current assets.

The Company also has the CP Notes, Receivables Facility and the Note Securitization Facility.

Under the terms of each of the Receivables Facility and Note Securitization Facility, certain of our accounts receivable secure the amounts borrowed and cannot be used to pay our other debts or liabilities.

As the accounts receivable do not transfer to the banks, any amounts outstanding under the facilities are recorded as borrowings and the underlying receivables continue to be included in accounts receivable, net, in the consolidated balance sheets.

The Company also has the Commercial Paper Program and Receivables Facility.

Under the terms of the Receivables Facility, certain of our accounts receivable secure the amounts borrowed and cannot be used to pay our other debts or liabilities.

As the accounts receivable do not transfer to the banks, any amounts outstanding under the facility are recorded as borrowings and the underlying receivables continue to be included in accounts receivable, net, in the consolidated balance sheets.

Revenue Recognition.

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Earnings per Share.

Basic earnings per share is computed by dividing net earnings attributable to holders of Viatris Inc.

Basic (loss) earnings per share is computed by dividing net (loss) earnings attributable to holders of Viatris Inc.

common stock by the weighted average number of shares outstanding during the period.

Diluted earnings per share is computed by dividing net earnings attributable to holders of Viatris Inc.

Diluted (loss) earnings per share is computed by dividing net (loss) earnings attributable to holders of Viatris Inc.

common stock by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities or instruments, if the impact is dilutive.

Basic and diluted earnings per share attributable to Viatris Inc.

Basic and diluted (loss) earnings per share attributable to Viatris Inc.

are calculated as follows:

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(In millions, except per share amounts) 2024 2023 2022

Basic earnings (loss) attributable to Viatris Inc.

Basic (loss) earnings attributable to Viatris Inc.

common shareholders (numerator):

Net earnings (loss) attributable to Viatris Inc.

Net (loss) earnings attributable to Viatris Inc.

common shareholders $ ( 634.2 ) $ 54.7 $ 2,078.6

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Weighted average shares outstanding 1,193.3 1,200.3 1,212.1

Basic earnings (loss) per share attributable to Viatris Inc.

Basic (loss) earnings per share attributable to Viatris Inc.

shareholders $ ( 0.53 ) $ 0.05 $ 1.71

Diluted earnings (loss) attributable to Viatris Inc.

Diluted (loss) earnings attributable to Viatris Inc.

common shareholders (numerator):

Net earnings (loss) attributable to Viatris Inc.

Net (loss) earnings attributable to Viatris Inc.

common shareholders $ ( 634.2 ) $ 54.7 $ 2,078.6

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Total dilutive shares outstanding 1,193.3 1,206.9 1,217.4

Diluted earnings (loss) per share attributable to Viatris Inc.

Diluted (loss) earnings per share attributable to Viatris Inc.

shareholders $ ( 0.53 ) $ 0.05 $ 1.71

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The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Board of Directors, and will depend upon factors, including but not limited to, the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.

The Company paid quarterly cash dividends of $ 0.12 per share on the Company’s issued and outstanding common stock on March 16, 2022, June 16, 2022, September 16, 2022 and December 16, 2022.

The Company paid quarterly cash dividends of $ 0.11 per share on the Company’s issued and outstanding common stock on June 16, 2021, September 16, 2021, and December 16, 2021.

On May 6, 2022, the Company announced that its Board of Directors had authorized a DRIP.

The DRIP allows shareholders to automatically reinvest all or a portion of the cash dividends paid on their shares of the Company’s common stock and to make certain additional optional cash investments in the Company’s common stock.

The Company also paid quarterly cash dividends of $ 0.12 per share on the Company’s issued and outstanding common stock in each of the four quarters of 2023 and 2022.

On May 6, 2022, the Company announced that its Board of Directors had authorized a Dividend Reinvestment and Share Purchase Plan, which allows shareholders to automatically reinvest all or a portion of the cash dividends paid on their shares of the Company’s common stock and to make certain additional optional cash investments in the Company’s common stock.

On February 28, 2022, the Company announced that its Board of Directors had authorized a share repurchase program for the repurchase of up to $ 1.0 billion of the Company’s shares of common stock.

The Company subsequently announced that on February 26, 2024, its Board of Directors authorized a $ 1.0 billion increase to the Company’s previously announced $ 1.0 billion share repurchase program.

As a result, the Company’s share repurchase program now authorizes the repurchase of up to $ 2.0 billion of the Company’s shares of common stock.

Such repurchases may be made from time-to-time at the Company’s discretion and effected by any means, including but not limited to, open market repurchases, pursuant to plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act, privately negotiated transactions (including accelerated stock repurchase programs) or any combination of such methods as the Company deems appropriate.

The program does not have an expiration date.

During the year ended December 31, 2023, the Company repurchased approximately 21.2 million shares of common stock at a cost of approximately $ 250 million.

In February 2024, the Company repurchased approximately 19.2 million shares of common stock at a cost of approximately $ 250 million.

During the years ended December 31, 2024 and 2023, the Company repurchased approximately 19.2 million shares of common stock at a cost of approximately $ 250 million, and approximately 21.2 million shares of common stock at a cost of approximately $ 250 million, respectively, under the program.

The Company did not repurchase any shares of common stock under the share repurchase program in 2022.

The share repurchase program does not obligate the Company to acquire any particular amount of common stock.

The Company announced that on February 26, 2024, its Board of Directors authorized a $ 1.0 billion increase to the Company’s previously announced $ 1.0 billion share repurchase program.

As a result, the Company’s share repurchase program now authorizes the repurchase of up to $ 2.0 billion of the Company’s shares of common stock.

The Company had repurchased a total of $ 500 million in shares through February 28, 2024 under the program.

The Company had repurchased a total of $ 500 million in shares through December 31, 2024 under the program.

Share-Based Compensation.

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If a derivative instrument qualifies as a fair value hedge, the changes in the fair value, as well as the offsetting changes in the fair value of the hedged items, are generally included in within the same line item in the consolidated statements of operations as the hedged item.

When such instruments do not qualify for hedge accounting the changes in fair value are recorded in the consolidated statements of operations within Other income, net .

When such instruments do not qualify for hedge accounting the changes in fair value are recorded in the consolidated statements of operations within Other expense (income), net .

Financial Instruments.

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Adoption of New Accounting Standards

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50), which requires entities to provide qualitative and quantitative disclosures about their supplier finance programs, including a rollforward of related obligations.

We adopted this ASU effective January 1, 2023, with the exception of the amendment on rollforward information, which will be adopted in our fiscal year beginning on January 1, 2024 as set forth in ASU 2022-04.

Refer to Note 6 Balance Sheet Components for additional information.

The adoption of ASU 2022-04 did not affect the Company’s financial condition, results of operations or cash flows as the guidance only requires additional disclosures.

In October 2021, the FASB issued Accounting Standards Update 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities (acquirers) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606.

We adopted this ASU effective January 1, 2023.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

Accounting Standards Issued Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which for a limited period of time adds ASC 848 to provide optional expedients and exceptions for applying U.S.

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On December 21, 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC 848 until December 31, 2024.

ASU 2022-06 became effective upon issuance.

Entities can apply the provisions of ASU 2020-04 immediately, as applicable, and generally the provisions of the guidance are available through December 31, 2024 as entities transition away from reference rates that are expected to be discontinued.

The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

2022-06 became effective upon issuance.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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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 amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption is permitted.

The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

The standard requires retrospective application to all prior periods presented.

We adopted this ASU effective December 31, 2024.

Refer to Note 15 Segment Information for additional information.

The adoption of ASU 2023-07 did not affect the Company’s financial condition, results of operations or cash flows as the guidance only requires additional disclosures.

Accounting Standards and Disclosure Rules Issued Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires expanded income tax disclosures, including greater disaggregation of information in the effective tax rate reconciliation and of income taxes paid.

The amendments in ASU 2023-09 are effective for all public entities for fiscal years beginning after December 15, 2024, with early adoption is permitted.

The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

The amendments in ASU 2023-09 are effective for all public entities for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statement disclosures.

In March 2024, the SEC adopted final rules under SEC Release No.

34-99678 and No.

33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Final Rules”), which will require registrants to provide certain climate-related information in their registration statements and annual reports.

The Final Rules require, among other things, disclosure in the notes to the audited financial statements of the effects of severe weather events and other natural conditions, subject to certain thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates in certain circumstances.

The Final Rules will also require disclosure outside of the financial statements of material scope 1 and scope 2 greenhouse gas emissions, among other climate-related disclosures.

In April 2024, the SEC stayed the effectiveness of the Final Rules and the timing of the effectiveness of these disclosure requirements remains uncertain.

Prior to the effectiveness of the Final Rules being stayed, the disclosure requirements of the Final Rules were scheduled to begin phasing in for the Company for fiscal year 2025.

The Company is currently monitoring the status of the Final Rules and assessing their impact on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires entities to disclose specified information about certain costs and expenses, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statement disclosures.

Revenue Recognition and Accounts Receivable

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(a) Amounts include the impact of foreign currency translations compared to the prior year period.

(b) Amounts for the years ended December 31, 2022 and 2021 include approximately $ 601.1 million and $ 607.3 million, respectively, related to the biosimilars business which was contributed to Biocon Biologics in November 2022.

The Company has not recognized the results of the biosimilars business in its consolidated financial statements subsequent to November 29, 2022.

(c) As a result of the contribution of the biosimilars business to Biocon Biologics in November 2022, Complex Gx and Biosimilars , which were previously presented as a separate line item, are now included within Generics.

Reclassifications were made to prior periods to conform to the current period presentation.

(b) Amounts reflected in the above tables include net sales attributable to divested businesses until the date of disposition.

Refer to Note 5 Divestitures for additional information.

The following table presents net sales on a consolidated basis for select key products for the years ended December 31, 2024, 2023, and 2022, respectively:

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Lyrica ® 495.4 556.5 623.8

EpiPen® Auto-Injectors 442.2 378.0 391.7

Viagra ® 395.6 428.8 458.9

330.6 338.1 344.4

EpiPen® Auto-Injectors 392.0 442.2 378.0

Creon ® 328.2 304.9 304.0

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252.9 262.9 279.6

235.7 235.7 246.2

Xalabrands 166.4 193.2 195.1

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Net sales $ 14,692.8 $ 15,388.4 $ 16,218.1

(a) Amounts for the years ended December 31, 2022 and 2021 include the biosimilars business which was contributed to Biocon Biologics in November 2022.

The Company has not recognized the results of the biosimilars business in its consolidated financial statements subsequent to November 29, 2022.

(a) Amounts reflected in the above table include net sales attributable to divested businesses until the date of disposition.

Refer to Note 5 Divestitures for additional information.

The following is a rollforward of the categories of variable consideration during 2024:

(In millions) Balance at December 31, 2022 Current Provision Related to Sales Made in the Current Period Acquisitions, Divestitures, and Other

Checks/ Credits Issued to Third Parties Effects of Foreign Exchange Balance at December 31, 2023

(In millions) Balance at December 31, 2023 Current Provision Related to Sales Made in the Current Period Checks/ Credits Issued to Third Parties Effects of Foreign Exchange Balance at December 31, 2024

Chargebacks $ 530.3 $ 5,008.7 $ ( 5,043.6 ) $ ( 1.5 ) $ 493.9

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Total allowances for doubtful accounts were $ 107.6 million and $ 118.8 million at December 31, 2024 and 2023, respectively.

The reduction in accounts receivable includes the impact of divestitures.

Refer to Note 5 Divestitures for additional information.

Viatris performs ongoing credit evaluations of its customers and generally does not require collateral.

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Additionally, in 2023, we entered into a similar arrangement for certain European countries.

As of December 31, 2023, we have assigned and derecognized approximately $ 415.7 million of Trade Receivables, Net which are now included in Other Receivables .

As of December 31, 2024 and 2023, we assigned and derecognized approximately $ 29.9 million and $ 415.7 million, respectively, of Trade Receivables, Net, which were included in Other Receivables .

Acquisitions and Other Transactions

Acquisition of Idorsia Products

On March 15, 2024, the Company acquired exclusive global development and commercialization rights to two Phase 3 assets from Idorsia, as well as the potential to add additional innovative assets in the future.

Under the terms of the original agreements, the development programs and certain personnel for selatogrel and cenerimod were transferred to Viatris from Idorsia in exchange for an upfront payment to Idorsia of $ 350 million, potential contingent milestone payments (including $ 300 million payable upon the achievement of certain development and regulatory milestones, and $ 2.1 billion payable upon the achievement of certain tiered sales milestones), as well as potential contingent tiered sales royalties.

Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs.

Viatris has worldwide commercialization rights for both selatogrel and cenerimod (excluding, for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region).

A joint development committee was formed to oversee the development of the ongoing Phase 3 programs through regulatory approval.

The agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.

The transaction expanded our portfolio of innovative assets by adding two Phase 3 assets and combines our financial strength and worldwide operational infrastructure with Idorsia’s proven, highly-productive drug development team and innovation engine.

In accordance with U.S.

GAAP, the transaction has been accounted for as a business combination under the acquisition method of accounting.

Under the acquisition method of accounting, the assets acquired and liabilities assumed in the transaction were recorded at their respective estimated fair values at the acquisition date.

During the year ended December 31, 2024, the Company incurred acquisition-related costs of approximately $ 3.9 million, which were recorded primarily in SG&A in the consolidated statements of operations.

GAAP purchase price allocated to the transaction was $ 695 million, which consisted of $ 350 million of cash consideration paid and estimated contingent consideration at the date of acquisition valued at approximately $ 345 million.

The fair value of the contingent consideration was valued using a Monte Carlo simulation model using Level 3 inputs.

The fair value is sensitive to changes in the forecasts of operating metrics, probability of success, and discount rates.

Refer to Note 9, Financial Instruments and Risk Management for additional information.

The allocation of the purchase price to the assets acquired and liabilities assumed is shown below.

There were no measurement period adjustments during 2024.

(In millions)

Current assets

Goodwill 19.5

Total assets acquired $ 696.6

Current liabilities 1.6

Net assets acquired

The amount allocated to IPR&D represents an estimate of the fair value of purchased in-process technology for research projects that, as of the closing date of the acquisition, had not reached technological feasibility and had no alternative future use.

The fair value of IPR&D of $ 675 million was based on the excess earnings method, which utilizes forecasts of expected cash inflows (including estimates for ongoing costs) and other contributory charges.

A discount rate of 20 % was utilized to discount net cash inflows to present values.

IPR&D is accounted for as an indefinite-lived intangible asset and will be subject to impairment testing until completion or abandonment of the projects.

Upon successful completion and launch of each product, the Company will make a determination of the estimated useful life of the individual asset.

Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs, which are expected to be incurred through 2026.

There are risks and uncertainties associated with the timely and successful completion of the projects included in IPR&D, including but not limited to the high cost and uncertainty of conducting clinical trials (particularly with respect to new and/or complex or innovative drugs), obtaining approval by relevant regulatory bodies and our partner’s financial condition, and no assurances can be given that the underlying assumptions used to estimate the fair value of IPR&D will not change or the timely completion of each project to commercial success will occur.

On February 25, 2025, in order to preserve the ongoing continuity of the development programs for selatogrel and cenerimod considering certain capital structuring steps announced by Idorsia to secure its ongoing operations, Viatris and Idorsia entered into a letter agreement to amend certain terms of the original agreements described above.

Under the terms of the letter agreement, Viatris will receive additional territory rights in Japan, South Korea and certain other countries in the Asia-Pacific region for cenerimod, a $ 250 million reduction in contingent milestone payments, including $ 200 million of development milestones, and additional personnel to expedite transitioning the development programs to Viatris in exchange for Viatris assuming $ 100 million of Idorsia’s obligation to contribute to development costs.

In addition, the letter agreement provides for the replacement of the joint development committee with a transition committee to oversee the transition of both development programs to Viatris.

The goodwill of $ 19.5 million arising from the acquisition consisted largely of the value of the employee workforce and the expected value of products, including additional indications, to be developed in the future.

All of the goodwill was assigned to the Developed Markets segment.

None of the goodwill recognized in this transaction is expected to be deductible for income tax purposes.

The acquisition did not have a material impact on the Company’s results of operations since the acquisition date or on a pro forma basis during the year ended December 31, 2024.

Oyster Point Acquisition

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Net assets acquired (net of $ 34.7 of cash acquired)

$ 392.7 $ — $ 392.7

(a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023.

(b) The measurement period adjustments were recorded in the fourth quarter of 2023 and are related to income taxes.

The Company recorded a step-up in the fair value of inventory of approximately $ 29.3 million, which was fully amortized during the year ended December 31, 2023 and is included in Cost of sales in the consolidated statement of operations.

The Company recorded a step-up in the fair value of inventory of approximately $ 29.3 million, which was fully amortized during the year ended December 31, 2023 and was included in Cost of sales in the consolidated statement of operations.

The identified intangible assets of $ 334.0 million are comprised of product rights and licenses related to a commercial asset, Tyrvaya®, for the treatment of dry eye disease, that have an estimated useful life of 10 years.

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All of the goodwill was assigned to the Developed Markets segment.

None of the goodwill recognized in this transaction is currently expected to be deductible for income tax purposes.

None of the goodwill recognized in this transaction is expected to be deductible for income tax purposes.

The operating results of Oyster Point have been included in the Company’s consolidated statements of operations since the acquisition date.

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The transaction to acquire the remaining equity shares of Famy Life Sciences closed during the first quarter of 2023.

The Company recognized a gain of $ 18.9 million during the first quarter of 2023 as a result of remeasuring its pre-existing 13.5 % equity interest in Famy Life Sciences to fair value, which was recognized as a component of Other income, net in the consolidated statements of operations.

The Company recognized a gain of $ 18.9 million during the first quarter of 2023 as a result of remeasuring its pre-existing 13.5 % equity interest in Famy Life Sciences to fair value, which was recognized as a component of Other expense (income), net in the consolidated statements of operations.

In accordance with U.S.

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Net assets acquired (net of $ 0.2 of cash acquired)

$ 325.0 $ — $ 325.0

(a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023.

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A discount rate of 23.9 % was utilized to discount net cash inflows to present values.

IPR&D is accounted for as an indefinite-lived intangible asset and will be subject to impairment testing until completion or abandonment of the projects.

IPR&D is accounted for as an indefinite-lived intangible asset and will

be subject to impairment testing until completion or abandonment of the projects.

Upon successful completion and launch of each product, the Company will make a determination of the estimated useful life of the individual asset.

The acquired IPR&D projects are in various stages of completion and the estimated costs to complete these projects total approximately $ 120 million, which are expected to be incurred through 2024.

The acquired IPR&D projects are in various stages of completion.

There are risks and uncertainties associated with the timely and successful completion of the projects included in IPR&D, and no assurances can be given that the underlying assumptions used to estimate the fair value of IPR&D will not change or the timely completion of each project to commercial success will occur.

Refer to Note 8 Goodwill and Intangible Assets for additional information.

The goodwill of $ 89.2 million arising from the acquisition consisted largely of the value of the employee workforce and the expected value of products to be developed in the future.

All of the goodwill was assigned to the Developed Markets segment.

None of the goodwill recognized in this transaction is currently expected to be deductible for income tax purposes.

None of the goodwill recognized in this transaction is expected to be deductible for income tax purposes.

The acquisition did not have a material impact on the Company’s results of operations since the acquisition date or on a pro forma basis for the years ended December 31, 2023 and 2022.

Ophthalmology is one of the key therapeutic areas of focus that the Company announced in February 2022 when it announced plans for certain strategic actions.

With the combination of Viatris' global commercial footprint, R&D and regulatory capabilities and supply chain, along with Oyster Point's deep knowledge of the ophthalmology space from a clinical, medical, regulatory and commercial perspective—including Tyrvaya®—and Famy Life Sciences' Phase III-ready pipeline, the Company believes it has the foundation to create a leading global ophthalmology franchise, accelerating efforts to address the unmet needs of patients with ophthalmic disease and the eye care professionals who treat them.

On February 28, 2024, the Company announced that it will acquire the development programs and certain personnel related to selatogrel and cenerimod from Idorsia in exchange for an upfront payment to Idorsia of $ 350 million, potential development and regulatory milestone payments, and certain contingent payments of additional sales milestone payments and tiered sales royalties.

Viatris and Idorsia will both contribute to the development costs for both programs.

Viatris will have worldwide commercialization rights for both selatogrel and cenerimod (excluding, for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region).

The agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.

The closing of the transaction is subject to certain closing conditions.

On October 1, 2023, the Company announced it received an offer for the divestiture of its OTC Business, and entered into definitive agreements to divest its women’s healthcare business and, separately, in another transaction, its rights to two women’s healthcare products in certain countries, its API business in India and commercialization rights in the Upjohn Distributor Markets.

The divestiture of the women’s healthcare business is primarily related to our oral and injectable contraceptives and does not include all of our women’s healthcare related products;

as an example, our Xulane® product in the U.S.

The transaction to divest the Company’s rights to two women’s healthcare products in certain countries (other than in the U.K., which remains subject to regulatory approval) closed in December 2023.

The divestitures of the commercialization rights in certain of the Upjohn Distributor Markets closed during 2023.

Additionally, we expect to consummate the divestiture of our women’s healthcare business and our API business in India by the end of the first quarter of 2024, and in January 2024, we exercised our option to accept the offer in the OTC Transaction and entered into a definitive transaction agreement with respect to such OTC Transaction.

We currently expect the OTC Transaction to close by mid-year 2024.

The transactions that have not yet closed remain subject to regulatory approvals, receipt of required consents and other closing conditions, including, in the case of the API business divestiture, a financing condition.

Under the terms of the agreements, Viatris expects to receive gross proceeds of up to approximately $ 2.17 billion for the OTC Business and up to approximately $ 1.4 billion for the remaining divestitures.

Upon closing of the divestitures of the women’s healthcare and API businesses, the Company expects to record gains for the differences between the expected consideration to be received and the carrying values of the businesses to be divested.

The OTC, API and women’s healthcare businesses are deemed businesses for U.S.

With the combination of Viatris' global commercial footprint, R&D and regulatory capabilities and supply chain, along with Oyster Point's deep knowledge of the ophthalmology space from a clinical, medical, regulatory and commercial perspective, the Company believes it has the foundation to create a leading global ophthalmology franchise, accelerating efforts to address the unmet needs of patients with ophthalmic disease and the eye care professionals who treat them.

In October 2023, the Company announced it had received an offer for the divestiture of its OTC Business and had entered into definitive agreements to divest its women’s healthcare business primarily related to oral and injectable contraceptives, its API business in India, its rights to two women’s healthcare products in certain countries, and commercialization rights in the Upjohn Distributor Markets.

The Company has substantially completed all these divestitures by the end of 2024.

The OTC, API and women’s healthcare businesses were deemed businesses for U.S.

GAAP accounting purposes.

As such, the assets and liabilities include an allocation of goodwill.

As such, the assets and liabilities included an allocation of goodwill.

The sale of the rights to two women’s healthcare products in certain countries was accounted for as an asset sale.

In conjunction with these transactions, Viatris and the respective buyers have entered or will enter into various agreements to

provide a framework for our relationship with the respective buyers after the closing of the divestitures, including TSAs, manufacturing and supply agreements, and distribution agreements, as necessary.

In conjunction with these transactions, Viatris and the respective buyers entered into various agreements to provide a framework for our relationship with the respective buyers after the closing of the divestitures, including transition services agreements, manufacturing and supply agreements, and distribution agreements, as necessary.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized TSA income related to all divestitures of approximately $ 69.9 million, $ 168.0 million, and $ 17.7 million, respectively.

TSA income is recorded as a component of Other Expense (Income), Net.

Women’s Healthcare

In the third quarter of 2023, Viatris executed an agreement to divest its women’s healthcare business, primarily related to oral and injectable contraceptives, to Insud Pharma, S.

L., a leading Spanish multinational pharmaceutical company.

The transaction includes two manufacturing facilities in India.

Viatris expects to consummate the divestiture of its women’s healthcare business by the end of the first quarter of 2024, subject to the satisfaction of certain closing conditions.

Assets and liabilities associated with the women’s healthcare business to be divested were classified as held for sale in the consolidated balance sheet as of December 31, 2023.

In the third quarter of 2023, Viatris executed an agreement to divest its women’s healthcare business to Insud Pharma, S.L., a leading Spanish multinational pharmaceutical company.

The divestiture of the women’s healthcare business was primarily related to our oral and injectable contraceptives and did not include all of our women’s healthcare related products.

The transaction included two manufacturing facilities in India.

Assets and liabilities associated with the women’s healthcare business divested were classified as held for sale in the consolidated balance sheet as of December 31, 2023.

The transaction closed in March 2024 and during the year ended December 31, 2024, the Company recognized a pre-tax gain on sale of approximately $ 77.8 million for the difference between the consideration received and the carrying value of the assets transferred (including an allocation of goodwill), which was recorded as a component of Other Expense (Income), Net in the consolidated statement of operations.

In the third quarter of 2023, Viatris also entered into a separate agreement to divest its rights to women’s healthcare products Duphaston® and Femoston® in certain countries to Theramex HQ UK Limited, a leading global specialty pharmaceutical company dedicated to women’s health.

The transaction (other than in the U.K., which remains subject to regulatory approval) closed in December 2023, and upon closing, the Company recognized a pre-tax gain on sale of approximately $ 156.2 million for the difference between the consideration received and the carrying value of the assets transferred.

The gain was recorded as a component of SG&A expense in the consolidated statement of operations during the year ended December 31, 2023.

The transaction (other than in the U.K.) closed in December 2023, and upon closing, the Company recognized a pre-tax gain on sale of approximately $ 156.2 million in that quarter for the difference between the consideration received and the carrying value of the assets transferred.

In the third quarter of 2024, the Company closed the divestiture of the product rights to Duphaston® and Femoston® in the U.K.

to Insud Pharma, S.L., and recognized a pre-tax gain on sale of approximately $ 10.8 million.

The respective pre-tax gains were recorded as a component of SG&A expense in the consolidated statement of operations.

On October 1, 2023, Viatris received an offer from Cooper Consumer Health SAS, a leading European OTC drug manufacturer and distributor, for Viatris to divest its OTC Business, including two manufacturing sites located in Merignac, France, and Confienza, Italy, and an R&D site in Monza, Italy.

In January 2024, Viatris exercised its option to accept the offer in the OTC Transaction and entered into a definitive transaction agreement with respect to such OTC Transaction.

The Company will retain rights for Viagra®, Dymista® (which, in certain limited markets, are sold as OTC products) and select OTC products in certain markets.

The OTC Business to be divested met the criteria to be classified as held for sale on October 1, 2023.

In January 2024, we exercised our option to accept the offer in the OTC Transaction and entered into a definitive transaction agreement with respect to such OTC Transaction.

The Company retained the rights for Viagra®, Dymista® (which, in certain limited markets, are sold as OTC products) and select OTC products in certain markets.

The OTC Transaction closed on July 3, 2024.

The OTC Business divested met the criteria to be classified as held for sale on October 1, 2023.

As such, the related assets and liabilities were classified as held for sale in the consolidated balance sheet as of December 31, 2023.

Upon classification as held for sale, we recognized a total charge of approximately $ 734.7 million, which was comprised of a goodwill impairment charge of approximately $ 580.1 million (recorded as a component of SG&A expense), and a charge of approximately $ 154.7 million to write down the disposal group to fair value, less cost to sell (recorded as a component of Other income, net ) in the consolidated statement of operations, during the year ended December 31, 2023.

On October 1, 2023, Viatris executed an agreement to divest its API business in India to an affiliate of IQuest Enterprises Private Limited, a privately held pharmaceutical company based in India.

The transaction includes three manufacturing sites and a R&D lab in Hyderabad, three manufacturing sites in Vizag and third-party API sales.

Viatris expects to consummate the divestiture of its API business in India by the end of the first quarter of 2024, subject to the satisfaction of certain closing conditions.

Viatris will retain some selective R&D capabilities in API.

Upon classification as held for sale in the fourth quarter of 2023, we recognized a total charge of approximately $ 734.7 million, which was comprised of a goodwill impairment charge of approximately $ 580.1 million (recorded as a component of SG&A expense), and a charge of approximately $ 154.7 million to write down the disposal group to fair value, less cost to sell (recorded as a component of Other Expense (Income), Net) in the consolidated statement of operations.

During the year ended December 31, 2024, the Company recorded additional pre-tax charges of approximately $ 369.0 million to further write down the disposal group to fair value, less cost to sell.

The additional charges were recorded as a component of Other Expense (Income), Net in the consolidated statement of operations, and were primarily due to an increase in estimated transaction related costs, including the assumption of additional contractual obligations, as well as the impact of working capital and other transaction-related adjustments on the proceeds.

On October 1, 2023, Viatris executed an agreement to divest its API business in India to Matrix Pharma Private Limited, a privately held pharmaceutical company based in India.

The transaction included three manufacturing sites and a R&D lab in Hyderabad, three manufacturing sites in Vizag and third-party API sales.

Viatris retained some selective R&D capabilities in API.

The transaction closed in June 2024.

The API business in India met the criteria to be classified as held for sale on October 1, 2023 and the related assets and liabilities were reclassified as held for sale in the consolidated balance sheet as of December 31, 2023.

During the year ended December 31, 2024, the Company recognized pre-tax charges of approximately $ 47.8 million on the disposal of the business, which were recorded as a component of Other Expense (Income), Net in the consolidated statement of operations.

Upjohn Distributor Markets

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Upon classification as held for sale, the Company recognized a total charge of $ 374.2 million in 2022, which was comprised of a goodwill impairment charge of $ 117.0 million, other charges, principally inventory write-offs, of $ 84.3 million and a charge of approximately $ 172.9 million to write down the disposal group to fair value, less cost to sell.

During the year ended December 31, 2023, the Company recorded additional charges totaling $ 136.4 million, primarily consisting of losses on the disposals of $ 85.2 million, which were recorded as a component of Other Income, Net .

The majority of the divestitures of the commercialization rights in the Upjohn Distributor Markets closed during 2023 and the remaining transactions are expected to be completed during 2024.

If the remaining transactions are not completed, the distribution arrangements will expire in accordance with our agreement with Pfizer and the Company will wind down operations in these markets, which may result in additional asset write-offs and other costs being incurred.

During the year ended December 31, 2023, the Company recorded charges totaling $ 136.4 million, primarily consisting of losses on the disposals of $ 85.2 million, which were recorded as a component of Other Expense (Income), Net .

The divestitures of the commercialization rights in the majority of the Upjohn Distributor Markets closed during 2023 and 2024.

Biocon Biologics Transaction

On November 29, 2022, Viatris completed a transaction to contribute its biosimilars portfolio to Biocon Biologics.

Under the terms of the Biocon Agreement, Viatris received $ 3 billion in consideration in the form of a $ 2 billion cash payment, adjusted as set forth in the Biocon Agreement, and approximately $ 1 billion of CCPS representing a stake of approximately 12.9 % (on a fully diluted basis) in Biocon Biologics.

During the year ended December 31, 2023, the Company recorded a loss of $ 21.1 million as a component of Other Income, Net , as a result of remeasuring the CCPS in Biocon Biologics to fair value.

The Company’s CCPS in Biocon Biologics are classified as equity securities and are included in Other Assets in the consolidated balance sheets.

During the years ended December 31, 2024 and 2023, the Company recorded a gain of $ 373.5 million and a loss of $ 21.1 million, respectively, as a result of remeasuring the CCPS in Biocon Biologics to fair value.

The current year gain is primarily related to changes in certain market factors, including Biocon’s share price.

The Company’s CCPS in Biocon Biologics are classified as equity securities and are included in Other Assets in the consolidated balance sheets, and gains and losses recorded as a result of remeasuring the CCPS in Biocon Biologics to fair value are recorded as a component of Other Expense (Income), Net .

The fair value is reassessed quarterly.

Refer to Note 9 Financial Instruments and Risk Management for further discussion.

Viatris also is entitled to $ 335 million of additional cash payments in 2024.

In addition, Viatris and Biocon Biologics have agreed to a closing working capital target of $ 250 million, of which $ 220 million was paid during 2023.

The remaining amount may become payable to Biocon Biologics in connection with certain events in the future, depending on the valuations attributable to such events.

Refer to Note 6 Balance Sheet Components for additional information on assets and liabilities related to Biocon Biologics.

The Biocon Agreement provided for a closing working capital target of $ 250 million, of which $ 220 million was paid by Viatris to Biocon Biologics during 2023.

In addition, pursuant to the terms of the Biocon Agreement, the Company was entitled to receive a total of $ 335 million of additional cash payments in 2024 as deferred consideration.

The Company received $ 245 million in deferred cash consideration payments from Biocon Biologics during 2024, and Viatris and Biocon Biologics agreed to offset certain amounts due between the parties, including the remaining $ 30 million of the closing working capital target, against the deferred cash consideration.

In conjunction with the final settlement of amounts due between the parties, the Company recorded a pre-tax loss of $ 60.0 million as a component of Other Expense (Income), Net in the consolidated statements of operations during the fourth quarter of 2024.

Biocon Biologics has fulfilled its obligations with respect to all deferred cash consideration and Viatris has fulfilled its obligations with respect to the closing working capital target under the Biocon Agreement pursuant to the final settlement.

At the time of closing of the Biocon Biologics Transaction, Viatris and Biocon Biologics also entered an agreement pursuant to which Viatris was providing commercialization and certain other transition services on behalf of Biocon Biologics, including billings, collections and the remittance of rebates, to ensure business continuity for patients, customers and colleagues.

Biocon Biologics had substantially exited all transition services with Viatris as of December 31, 2023.

During the years ended December 31, 2023 and 2022, the Company recognized TSA income of approximately $ 168.0 million and $ 17.7 million, respectively, as a component of Other Income, Net .

Upon closing of the Biocon Biologics Transaction, the Company recognized a gain on sale of approximately $ 1.75 billion for the difference between the consideration received, including the fair value of the CCPS, and the carrying value of the biosimilars portfolio (including an allocation of goodwill).

The gain was recognized as a component of Other Income, Net in the consolidated statement of operations during the year ended December 31, 2022.

The gain was recognized as a component of Other Expense (Income), Net in the consolidated statement of operations during the year ended December 31, 2022.

The Company has not recognized the results of the business in its consolidated financial statements subsequent to November 29, 2022.

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Assets and Liabilities Held for Sale

Assets and liabilities held for sale consisted of the following:

(In millions) December 31, 2023 December 31, 2022

The Company did not have assets and liabilities classified as held for sale at December 31, 2024.

Assets and liabilities held for sale consisted of the following at December 31, 2023:

(In millions) December 31, 2023

Assets held for sale

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Total liabilities held for sale $ 275.1

On April 30, 2021, the Company completed an agreement to divest a group of OTC products in the U.S.

As a result of this transaction, the Company recognized an intangible asset impairment charge of approximately $ 83.4 million during the year ended December 31, 2021.

Balance Sheet Components

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Cash and cash equivalents $ 734.8 $ 991.9 $ 1,259.9

Restricted cash, included in prepaid and other current assets 1.7 2.6 5.0

Restricted cash, included in prepaid expenses and other current assets 1.3 1.7 2.6

Cash, cash equivalents and restricted cash $ 736.1 $ 993.6 $ 1,262.5

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Non-marketable equity investments (1)

Deferred consideration due from Biocon Biologics — 299.5

Other long-term assets 754.0 821.1

Other assets $ 2,356.9 $ 2,208.7

(1) Refer to Note 18 Licensing and Other Partner Agreements for further discussion.

Accounts payable

8 unchanged sentences

These amounts are included within Accounts payable in the consolidated balance sheets.

The rollforward of the Company’s outstanding obligations under its supply chain finance program for the year ended December 31, 2024 is as follows:

(In millions) December 31, 2024

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

Other current liabilities

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Operating lease liability 87.1 83.0

Due to Biocon Biologics 23.8 22.5

Other 1,147.5 922.2

9 unchanged sentences

Other long-term obligations $ 1,939.2 $ 1,516.9

(1) Balances as of December 31, 2023 and 2022 include a total of $ 15.8 million and $ 221.2 million, respectively, due to Biocon Biologics.

(1) Balance as of December 31, 2024 includes a total of $ 378.0 million related to the Idorsia Transaction.

Refer to Note 9 Financial Instruments and Risk Management for additional information.

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Balance at December 31, 2022 $ 7,461.5 $ 940.6 $ 689.0 $ 1,334.7 $ 10,425.8

Disposition (4)

( 743.9 ) ( 2.7 ) ( 32.6 ) ( 140.5 ) ( 919.7 )

Acquisitions 95.9 — — — 95.9

Impairment (4)

( 544.0 ) — ( 30.0 ) ( 7.0 ) ( 581.0 )

Reclassification to assets held for sale ( 52.0 ) — — ( 137.0 ) ( 189.0 )

Foreign currency translation 146.0 ( 7.8 ) ( 13.3 ) ( 9.5 ) 115.4

2 unchanged sentences

Impairment — — ( 321.0 ) — ( 321.0 )

( 544.0 ) — ( 30.0 ) ( 7.0 ) ( 581.0 )

Reclassification to assets held for sale ( 52.0 ) — — ( 137.0 ) ( 189.0 )

Foreign currency translation ( 374.0 ) ( 11.3 ) ( 29.6 ) ( 17.4 ) ( 432.3 )

Balance at December 31, 2024 $ 6,752.9 $ 921.5 $ 295.1 $ 1,163.8 $ 9,133.3

(1) Balance as of December 31, 2023 includes an accumulated impairment loss of $ 929.0 million.

(1) Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 929.0 million.

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Balance as of December 31, 2023 includes an accumulated impairment loss of $ 30.0 million.

(3) Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 124.0 million.

Balance as of December 31, 2022 includes an accumulated impairment loss of $ 117.0 million.

(4) Reflects goodwill relating to the divestitures.

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These estimates and assumptions, utilizing Level 3 inputs, primarily include, but are not limited to, the discount rate, terminal growth rates, operating income before depreciation and amortization, capital expenditures forecasts and control premiums.

When compared to the prior year’s annual goodwill impairment test completed on April 1, 2022, the Company has experienced significant fluctuations in foreign exchange rates in certain international markets, combined with a significant increase in market interest rates.

These market factors have caused the discount rate utilized in all our reporting units to increase between 1.0 % to 4.5 %, resulting in a significant reduction in the calculated fair values at April 1, 2023 for all our reporting units.

Also, in conjunction with the Company’s annual strategic planning process which included determining long-term growth rate targets for our business, operational results during the forecast period were reduced and long-term growth rates were increased.

As a result of these changes, the calculated fair values of the North America, Greater China and Europe reporting units declined in excess of 10 % and the JANZ and Emerging Markets reporting units declined in excess of 15 % when compared to the prior year fair values.

When compared to the prior year’s annual goodwill impairment test completed on April 1, 2023, due to certain macroeconomic conditions, the Company has experienced fluctuations in foreign exchange rates in certain international markets, combined with an increase in market interest rates.

These conditions impacted all reporting units, with the most significant impact in JANZ and Emerging Markets.

The impact in the other reporting units was offset by changes in other discount rate assumptions.

As of April 1, 2024, the allocation of the Company’s total goodwill was as follows:

North America $ 3.12 billion, Europe $ 3.86 billion, Emerging Markets $ 1.17 billion, JANZ $ 0.62 billion and Greater China $ 0.93 billion.

As of April 1, 2023, the Company determined that the fair value of the North America and Greater China reporting units was substantially in excess of the respective unit’s carrying value.

For the Europe reporting unit, the estimated fair value exceeded its carrying value by approximately $ 535 million or 3.9 % for the annual goodwill impairment test.

As it relates to the discounted cash flow approach for the Europe reporting unit at April 1, 2023, the Company forecasted cash flows for the next 10 years.

During the forecast period, the revenue compound annual growth rate was approximately 2.4 %.

A terminal year value was calculated with a 2.0 % revenue growth rate applied.

The discount rate utilized was 11.0 % and the estimated tax rate was 14.9 %.

If all other assumptions are held constant, a reduction in the terminal value growth rate by 1.0 % or an increase in discount rate by 0.5 % would result in an impairment charge for the Europe reporting unit.

For the JANZ reporting unit, the estimated fair value exceeded its carrying value by approximately $ 145 million or 5.5 % for the annual goodwill impairment test.

As it relates to the discounted cash flow approach for the JANZ reporting unit at April 1, 2023, the Company forecasted cash flows for the next 10 years.

In conjunction with its annual goodwill impairment test, the Company recorded a goodwill impairment charge of $ 321.0 million during the second quarter of 2024 related to its JANZ reporting unit, which was recorded within SG&A in the consolidated statement of operations.

The impairment charge was primarily the result of a 1.0 % increase in the discount rate and a 0.5 % reduction in the terminal growth rate assumption for the reporting unit.

For the JANZ reporting unit at April 1, 2024, the Company forecasted cash flows for the next 10 years.

During the forecast period, the revenue compound annual growth rate was approximately negative 0.3 %.

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The discount rate utilized was 8.0 % and the estimated tax rate was 30.3 %.

If all other assumptions are held constant, a reduction in the terminal value growth rate by 0.5 % or an increase in discount rate by 0.5 % would result in an impairment charge for the JANZ reporting unit.

For the Emerging Markets reporting unit, the estimated fair value exceeded its carrying value by approximately $ 513 million or 7.7 % for the annual goodwill impairment test.

As it relates to the discounted cash flow approach for the Emerging Markets reporting unit at April 1, 2023, the Company forecasted cash flows for the next 10 years.

Following the goodwill impairment charge recorded in the JANZ reporting unit, the carrying value of the reporting unit was equal to its estimated fair value as of April 1, 2024.

If market conditions or the projected results were to change materially, it may be necessary to record further impairment charges to the JANZ reporting unit in future periods.

As of April 1, 2024, the Company determined that the fair values of the North America, Greater China, and Emerging Markets reporting units were substantially in excess of the respective unit’s carrying value.

For the Europe reporting unit, the estimated fair value exceeded its carrying value by approximately $ 882 million or 7.9 % for the annual goodwill impairment test.

As it relates to the discounted cash flow approach for the Europe reporting unit at April 1, 2024, the Company forecasted cash flows for the next 10 years.

During the forecast period, the revenue compound annual growth rate was approximately 2.5 %.

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The discount rate utilized was 10.0 % and the estimated tax rate was 15.7 %.

If all other assumptions are held constant, a reduction in the terminal value growth rate by 2.5 % or an increase in discount rate by 1.0 % would result in an impairment charge for the Emerging Markets reporting unit.

If all other assumptions are held constant, a reduction in the terminal value growth rate by 1.5 % or an increase in discount rate by 1.0 % would result in an impairment charge for the Europe reporting unit.

In the third quarter of 2023, the Company allocated goodwill of $ 69 million to its women’s healthcare business using a relative fair value approach and reclassified the amount to Assets Held for Sale .

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Other intangible assets consist principally of customer lists and contractual rights.

During the year ended December 31, 2023, the Company reclassified intangible assets of approximately $ 1.93 billion relating to the remaining announced divestitures that have not been consummated as of December 31, 2023 to Assets Held for Sale.

Refer to Note 5 Divestitures for additional information.

During the year ended December 31, 2023, the Company recorded intangible assets of approximately $ 334.0 million as part of the Oyster Point acquisition, and IPR&D of approximately $ 290.0 million as part of the Famy Life Sciences acquisition.

During the year ended December 31, 2024, the Company recorded IPR&D assets of approximately $ 675.0 million as part of the Idorsia Transaction.

Refer to Note 4 Acquisitions and Other Transactions for additional information.

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Total Product Rights and Licenses $ 9,431.6 $ 5,216.5 $ 1,177.2 $ 3,035.7 $ 18,861.0

(a) As a result of the contribution of the biosimilars business to Biocon Biologics in November 2022, Complex Gx and Biosimilars , which were previously presented as a separate line item, are now included within Generics .

Reclassifications were made to prior periods to conform to the current period presentation.

Amortization expense and intangible asset disposal & impairment charges (which are included as a component of amortization expense) are classified primarily within Cost of Sales in the consolidated statements of operations, and were as follows for the years ended December 31, 2023, 2022 and 2021:

Amortization expense, intangible asset disposal & impairment charges and IPR&D intangible asset impairment charges (which are included as a component of amortization expense) are classified primarily within Cost of Sales in the consolidated statements of operations, and were as follows for the years ended December 31, 2024, 2023 and 2022:

Year ended December 31,

2 unchanged sentences

IPR&D intangible asset impairment charges 177.1 — 0.6

Finite-lived intangible asset disposal & impairment charges 32.0 172.9 83.4

Intangible asset disposal & impairment charges

7.5 32.0 172.9

Total intangible asset amortization expense (including disposal & impairment charges) $ 2,536.1 $ 2,349.1 $ 2,678.1

During 2024, the Company concluded that certain of its IPR&D assets were fully impaired due to unfavorable clinical results and/or changes in market conditions which led to the termination of the development programs.

The assessment for impairment of finite-lived intangibles is based on our ability to recover the carrying value of the long-lived assets or asset grouping by analyzing the expected future undiscounted pre-tax cash flows specific to the asset or asset grouping.

6 unchanged sentences

Refer to Note 5 Divestitures for additional information.

On April 30, 2021, the Company completed an agreement to divest a group of OTC products in the U.S.

As a result of this transaction, the Company recognized an intangible asset impairment charge of approximately $ 83.4 million during the year ended December 31, 2021.

The Company’s IPR&D assets are tested at least annually for impairment or upon the occurrence of a triggering event.

3 unchanged sentences

Discount rates ranging between 11.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2024.

A discount rate of 10.5 % was utilized in the valuations performed during the year ended December 31, 2022.

Discount rates ranging between 10.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2023.

A discount rate of 10.5 % was utilized in the valuations performed during the year ended December 31, 2022.

The fair value of both IPR&D and finite-lived intangible assets was determined based upon detailed valuations employing the income approach which utilized Level 3 inputs, as defined in Note 9 Financial Instruments and Risk Management .

38 unchanged sentences

Yen Total ¥ 40,000.0 ¥ 40,000.0 ¥ 40,000.0

(1) The Company de-designated € 189.2 million of the 2.250 % Euro Senior Notes due 2024 as net investment hedges in the third quarter of 2024 and an additional € 200.0 million in October 2024.

The Euro Senior Notes were repaid at maturity during the fourth quarter of 2024.

(2) The Euro Senior Notes were repaid at maturity during the second quarter of 2024.

(3) In conjunction with the partial Senior Notes repayment during the third quarter of 2024 (refer to Note 10 Debt for more information), the Company de-designated the € 500 million 2.125 % Euro Senior Notes due 2025 as net investment hedges.

The remaining Senior Notes were fully redeemed in October 2024.

(4) The principal amount of the foreign currency forward contracts at December 31, 2023 was € 500 million.

The contracts matured in July 2024.

At December 31, 2024, the principal amount of the Company’s outstanding Yen borrowings and the notional amount of the Yen borrowings designated as net investment hedges was $ 254.4 million.

During the third quarter of 2023, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling Japanese Yen 14.6 billion with settlement dates through 2026.

The transactions hedge a portion of the Company’s net investment in certain Yen-functional currency subsidiaries.

All changes in the fair value of this derivative instrument, which is designated as a net investment hedge, are marked-to-market using the current spot exchange rate as of the end of the period.

The portion of this change related to the excluded component will be amortized in interest expense over the life of the derivative while the remainder will be recorded in AOCE until the sale or substantial liquidation of the underlying net investments.

During the second quarter of 2024, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling € 500 million with settlement dates through 2026.

The transactions hedge a portion of the Company’s net investment in certain Yen- and Euro-functional currency subsidiaries.

All changes in the fair value of these derivative instruments, which are designated as net investment hedges, are marked-to-market using the current spot exchange rate as of the end of the period.

The portion of these changes related to the excluded component will be amortized in interest expense over the life of the derivative while the remainder will be recorded in AOCE until the sale or substantial liquidation of the underlying net investments.

The semiannual net interest payment received related to the fixed-rate component of the cross-currency interest rate swaps will be reflected in operating cash flows.

During the fourth quarter of 2023, the Company executed foreign currency forward contracts with notional amounts totaling Euro 500 million with settlement dates in 2024.

The transactions hedge a portion of the Company’s net investment in certain Euro functional currency subsidiaries.

The contracts have been designated as a net investment hedge.

During the fourth quarter of 2023, the Company executed foreign currency forward contracts with notional amounts totaling € 500 million.

During the second quarter of 2024, the Company executed additional foreign currency forward contracts with notional amounts totaling € 600 million.

The transactions hedged a portion of the Company’s net investment in certain Euro functional currency subsidiaries.

The contracts were designated as a net investment hedge and matured in July 2024.

Interest Rate Risk Management

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Asset Derivatives Liability Derivatives

(In millions) Balance Sheet Location December 31, 2023 Fair Value December 31, 2022 Fair Value Balance Sheet Location December 31, 2023 Fair Value December 31, 2022 Fair Value

(In millions) Balance Sheet Location December 31, 2024 Fair Value

December 31, 2023 Fair Value

Balance Sheet Location December 31, 2024 Fair Value

December 31, 2023 Fair Value

Derivatives designated as hedges:

Cross-currency interest rate swaps

Prepaid expenses & other current assets $ 24.1 $ — Other current liabilities $ — $ —

Foreign currency forward contracts Prepaid expenses & other current assets 39.2 17.5 Other current liabilities — 35.8

13 unchanged sentences

Derivative Financial Instruments Not Designated as Hedging Instruments:

Foreign currency option and forward contracts Other income, net (2)

Foreign currency option and forward contracts Other expense (income), net (2)

72.5 56.3 ( 82.1 )

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( 4.7 ) ( 3.8 ) ( 3.5 ) ( 6.0 ) ( 4.8 ) ( 4.5 )

Interest rate swaps Other expense (income), net (2)

— — — ( 3.4 ) — —

Derivative Financial Instruments in Net Investment Hedging Relationships:

6 unchanged sentences

Total $ 304.9 $ ( 99.6 ) $ 390.8 $ 20.2 $ 40.5 $ 84.7

(1) At December 31, 2023, the Company expects that approximately $ 21.0 million of pre-tax net losses on cash flow hedges will be reclassified from AOCE into earnings during the next twelve months.

(1) At December 31, 2024, the Company expects that approximately $ 19.0 million of pre-tax net gains on cash flow hedges will be reclassified from AOCE into earnings during the next twelve months.

(2) Represents the location of the gain/(loss) recognized in earnings on derivatives.

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Foreign exchange derivative assets — 237.5 — — 106.2 —

Interest rate swap derivative assets — 24.1 — — — —

Total assets at recurring fair value measurement $ 443.2 $ 299.6 $ 1,349.8 $ 700.7 $ 143.2 $ 976.3

8 unchanged sentences

• Equity securities, exchange traded funds — valued at the active quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date.

Unrealized gains and losses attributable to changes in fair value are included in Other income, net , in the consolidated statements of operations.

Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net , in the consolidated statements of operations.

• Equity securities, marketable securities — valued using quoted stock prices from public exchanges at the reporting date.

Unrealized gains and losses attributable to changes in fair value are included in Other income, net , in the consolidated statements of operations.

Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net , in the consolidated statements of operations.

• CCPS in Biocon Biologics — valued using a Monte Carlo simulation model using Level 3 inputs.

1 unchanged sentence

The Company elected the fair value option for the CCPS under ASC 825.

The fair value is reassessed quarterly and any change in the fair value estimate is recorded in Other income, net in the consolidated statements of operations for that period.

The fair value is reassessed quarterly and any change in the fair value estimate is recorded in Other Expense (Income), Net in the consolidated statements of operations for that period.

• Available-for-sale fixed income investments — valued at the quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date.

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The commercial launch of the Wixela Inhub® occurred in February 2019.

As of December 31, 2023 and 2022, the Company had a contingent consideration liability of $ 177.6 million and $ 132.0 million, respectively, related to the Respiratory Delivery Platform, and $ 15.8 million and $ 221.2 million, respectively, related to the Biocon Biologics Transaction.

As of December 31, 2024, the Company had a contingent consideration liability of $ 378.0 million related to the Idorsia Transaction.

As of December 31, 2024 and 2023, the Company had a contingent consideration liability of $ 176.3 million and $ 177.6 million, respectively, related to the Respiratory Delivery Platform, and as of December 31, 2023, the Company had a contingent consideration liability of $ 15.8 million related to the Biocon Biologics Transaction.

Refer to Note 5 Divestitures for additional information.

The measurement of these contingent consideration liabilities is calculated using unobservable Level 3 inputs based on the Company’s own assumptions primarily related to the probability and timing of future events and payments which are discounted using a market rate of return.

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Balance at December 31, 2022 $ 64.4 $ 310.6 $ 375.0

Biocon Biologics Transaction — 220.0 220.0

Payments ( 43.0 ) ( 220.0 ) ( 263.0 )

4 unchanged sentences

Payments ( 97.0 ) — ( 97.0 )

— 345.0 345.0

Reclassifications 80.4 ( 80.4 ) —

21 unchanged sentences

The following provides an overview of the Company’s short-term credit facilities.

Receivables Facility and Note Securitization Facility

The Company has a $ 400 million Receivables Facility which expires in April 2025 and a $ 200 million Note Securitization Facility which expires in August 2024.

Receivables Facility

The Company has a $ 400 million Receivables Facility which expires in April 2025.

Under the terms of the Receivables Facility, certain of our accounts receivable secure the amounts borrowed and cannot be used to pay our other debts or liabilities.

The amount that we may borrow at a given point in time is determined based on the amount of qualifying accounts receivable that are present at such point in time.

Borrowings outstanding under the Receivables Facility bear interest at the applicable base rate plus 0.775 % and under the Note Securitization Facility at the relevant base rate plus 1.00 % and are included as a component of short-term borrowings, while the accounts receivable securing these obligations remain as a component of accounts receivable, net, in our consolidated balance sheets.

In addition, the agreements governing the Receivables Facility and Note Securitization Facility contain various customary affirmative and negative covenants, and customary default and termination provisions with which the Company was compliant as of December 31, 2023.

Borrowings outstanding under the Receivables Facility bear interest at the applicable base rate plus 0.775 % and are included as a component of short-term borrowings, while the accounts receivable securing these obligations remain as a component of accounts receivable, net, in our consolidated balance sheets.

In addition, the agreement governing the Receivables Facility contains various customary affirmative and negative covenants, and customary default and termination provisions with which the Company was compliant as of December 31, 2024.

As of December 31, 2024 and 2023, the Company had $ 484.1 million and $ 564.5 million, respectively, of accounts receivable balances sold to its subsidiary Mylan Securitization LLC under the Receivables Facility.

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Current portion of long-term debt:

2023 Senior Notes (a) *

2024 Euro Senior Notes (a) **

2.250 % $ — $ 1,103.5

2023 Senior Notes (b) *

2024 Euro Senior Notes (b) ****

1.023 % — 831.5

2024 Euro Senior Notes **** 1.023 % 831.5 —

2024 Euro Senior Notes ** 2.250 % 1,103.5 —

Other 0.6 0.4

2 unchanged sentences

Non-current portion of long-term debt:

2024 Euro Senior Notes ** 2.250 % — 1,069.8

2024 Euro Senior Notes **** 1.023 % — 813.5

2025 Euro Senior Notes * 2.125 % 551.7 534.8

2025 Senior Notes *** 1.650 % 755.7 759.6

2026 Senior Notes ** 3.950 % 2,245.1 2,243.2

2025 Euro Senior Notes (c) *

2.125 % $ — $ 551.7

2025 Senior Notes (c) ***

1.650 % — 755.7

2026 Senior Notes (c) **

3.950 % 1,672.8 2,245.1

2027 Euro Senior Notes **** 1.362 % 899.4 967.2

13 unchanged sentences

Long-term debt $ 14,038.9 $ 16,188.1

(a) In the first quarter of 2020, the Company terminated interest rate swaps designated as a fair value hedge resulting in net proceeds of approximately $ 45 million.

The fair value adjustment was amortized to interest expense over the remaining term of the notes, which were repaid at maturity in the first quarter of 2023.

(b) The 2023 Senior Notes were repaid at maturity in the fourth quarter of 2023.

(a) The 2024 Euro Senior Notes were repaid at maturity in the fourth quarter of 2024.

(b) The 2024 Euro Senior Notes were repaid at maturity in the second quarter of 2024.

* Instrument was issued by Mylan Inc.

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is the issuer of the Mylan Inc.

Dollar Notes and the Mylan Inc.

Euro Notes, which are each fully and unconditionally guaranteed on a senior unsecured basis by Mylan II B.V., Viatris Inc.

Dollar Notes, which are each fully and unconditionally guaranteed on a senior unsecured basis by Mylan II B.V., Viatris Inc.

and Utah Acquisition Sub Inc.

Senior Notes Repayment

On September 16, 2024, Viatris and Mylan Inc.

completed cash tender offers for their then-outstanding 1.650 % Senior Notes due 2025 (the “2025 Senior Notes”) and 2.125 % Senior Notes due 2025 (the “2025 Euro Senior Notes”), respectively.

Viatris paid $ 422.3 million to repurchase $ 432.0 million aggregate principal amount of the 2025 Senior Notes at a repurchase price equal to 97.8 % of the aggregate principal amount of the 2025 Senior Notes accepted for tender, and also paid accrued and unpaid interest.

paid € 206.9 million to repurchase € 208.1 million aggregate principal amount of the 2025 Euro Senior Notes at a repurchase price equal to 99.4 % of the aggregate principal amount of the 2025 Euro Senior Notes accepted for tender, and also paid accrued and unpaid interest.

On September 20, 2024, Utah Acquisition Sub Inc.

also completed a cash tender offer for its then-outstanding 3.950 % Senior Notes due 2026 (the “2026 Senior Notes” and, together with the 2025 Senior Notes and the 2025 Euro Senior Notes, the “Senior Notes”) and paid $ 572.5 million to repurchase $ 575.0 million aggregate principal amount at a repurchase price equal to 99.6 % of the aggregate principal amount of the 2026 Senior Notes accepted for tender, and also paid accrued and unpaid interest.

On September 16, 2024, after completing the tender offer, the Company irrevocably deposited with the trustee under the indenture governing the 2025 Senior Notes, U.S.

government obligations in an amount sufficient to fund the payment of accrued and unpaid interest and the remaining $ 318.0 million aggregate principal amount as it becomes due.

After the deposit of such funds with the trustee, the Company’s obligations under the 2025 Senior Notes Indenture with respect to the 2025 Senior Notes were satisfied and discharged.

In addition, on September 16, 2024, after completing the tender offer, Mylan Inc.

issued a notice of redemption for the remaining € 291.9 million aggregate principal amount of the 2025 Euro Senior Notes and such redemption was completed on October 16, 2024.

The tender offers and satisfaction and discharge of the Senior Notes were completed using cash and cash equivalents on hand and accounted for as a debt extinguishment.

The total gain recognized on the debt extinguishment (net of the write off of related unamortized deferred financing fees) for the year ended December 31, 2024 was $ 16.5 million and is included within Other Expense (Income), Net in the consolidated statements of operations.

YEN Term Loan Facility and 2024 Revolving Facility

In July 2021, Viatris entered into (i) the ¥ 40 billion YEN Term Loan Facility and (ii) the $ 4.0 billion Revolving Facility with various syndicates of banks.

The YEN Term Loan Facility and the Revolving Facility will mature in July 2026 and contain customary affirmative covenants for facilities of this type, including covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of corporate existence and rights, property, and insurance and compliance with laws, as well as customary negative covenants for facilities of this type, including a financial covenant, which set the Maximum Leverage Ratio as of the end of any quarter at 3.75 to 1.00 for the quarter ended March 31, 2023 and each quarter ending thereafter, except in circumstances as defined in the related credit agreement, and other limitations on the incurrence of subsidiary indebtedness, liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, payments of dividends and other restricted payments and changes in our lines of business.

In July 2021, Viatris entered into the ¥ 40 billion YEN Term Loan Facility with various syndicates of banks.

The YEN Term Loan Facility will mature in July 2026.

On September 27, 2024, Viatris entered into a $ 3.5 billion amended and restated revolving credit agreement (the “2024 Revolving Facility”) with a syndicate of banks.

The 2024 Revolving Facility amended and restated the 2021 Revolving Facility.

The 2024 Revolving Facility bears interest at variable rates based on current market conditions and will mature in September 2029.

The YEN Term Loan Facility and the 2024 Revolving Facility contain customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of corporate existence and rights, property, and insurance and compliance with laws, as well as customary negative covenants for facilities of this type, including a financial covenant, which require maintenance of a Maximum Leverage Ratio no greater than 3.75 to 1.00 as of the last day of any fiscal quarter, except in circumstances as defined in the related credit agreement, and other limitations on the incurrence of subsidiary indebtedness, liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, payments of dividends and other restricted payments and changes in our lines of business.

Up to $ 1.65 billion of the 2024 Revolving Facility may be used to support borrowings under our Commercial Paper Program.

Effective April 28, 2023, we executed an amendment to the Revolving Facility to convert the benchmark interest rate from LIBOR to an adjusted SOFR, with no change in the applicable interest rate margins.

At December 31, 2024 and 2023, the aggregate fair value of the Company’s outstanding notes was approximately $ 11.53 billion and $ 15.25 billion, respectively.

23 unchanged sentences

Loss on interest rate swaps classified as cash flow hedges, included in interest expense 6.0 6.0 6.0

Gain on divestiture of defined pension plan, included in SG&A ( 3.0 ) ( 3.0 )

Loss on interest rate swaps classified as cash flow hedges, included in other (expense) income, net

Amortization of prior service costs included in SG&A ( 2.2 ) ( 2.2 )

11 unchanged sentences

Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.8 4.8 4.8

Gain on divestiture of defined pension plan included in SG&A ( 3.0 ) ( 3.0 )

Amortization of prior service costs included in SG&A ( 0.3 ) ( 0.3 )

1 unchanged sentence

Net other comprehensive earnings (loss), before tax 13.9 ( 178.5 ) 1.5 ( 18.7 ) 139.2 ( 42.6 )

Income tax (benefit) provision ( 9.2 ) 99.8 ( 0.5 ) 42.8 — 132.9

Income tax provision (benefit) 3.4 ( 38.6 ) 0.4 ( 21.6 ) — ( 56.4 )

Balance at December 31, 2023, net of tax $ ( 8.0 ) $ 237.1 $ ( 1.2 ) $ 271.4 $ ( 3,246.7 ) $ ( 2,747.4 )

10 unchanged sentences

Net other comprehensive earnings (loss), before tax ( 36.9 ) 460.1 ( 2.8 ) 279.1 ( 1,583.5 ) ( 884.0 )

Income tax provision 8.9 86.5 0.1 15.6 — 111.1

Income tax (benefit) provision ( 9.2 ) 99.8 ( 0.5 ) 42.8 — 132.9

Balance at December 31, 2022, net of tax $ ( 18.5 ) $ 377.0 $ ( 2.3 ) $ 268.5 $ ( 3,385.9 ) $ ( 2,761.2 )

7 unchanged sentences

Deferred ( 7.2 ) 2.6 20.3

4.5 46.8 ( 3.1 )

Current 658.4 530.8 618.7

2 unchanged sentences

Income tax provision $ 11.0 $ 148.2 $ 734.6

Earnings (loss) before income taxes:

(Loss) earnings before income taxes:

United States ( 571.9 ) ( 951.5 ) 794.8

Foreign - Other ( 51.3 ) 1,154.4 2,018.4

Total earnings (loss) before income taxes $ 202.9 $ 2,813.2 $ ( 664.4 )

Total (loss) earnings before income taxes $ ( 623.2 ) $ 202.9 $ 2,813.2

For all periods presented, the allocation of earnings before income taxes between U.S.

20 unchanged sentences

Intangible assets and goodwill 1,695.8 2,506.2

Equity investments 164.6 —

Other 39.3 166.4

5 unchanged sentences

Determination of the amount of any unrecognized deferred income tax liability on these unremitted earnings is not practicable as such determination involves material uncertainties about the potential extent and timing of any distributions, the availability and complexity of calculating foreign tax credits, and the potential indirect tax consequences of such distributions, including withholding taxes.

Our effective tax rate from continuing operations differs from the applicable United States statutory federal income tax rate of 21.0 %, due to the following:

Our effective tax rate from continuing operations differs from the applicable U.S.

statutory federal income tax rate of 21.0 %, due to the following:

Year Ended December 31,

1 unchanged sentence

Statutory tax rate 21.0 % 21.0 % 21.0 %

Clean energy and research credits ( 5.2 ) % — % 9.8 %

Research credits 2.2 % ( 5.2 ) % — %

Foreign rate differential 11.2 % ( 58.8 ) % ( 3.6 ) %

Expiration of attributes 1.5 % 9.8 % — %

Recognition of tax carryforwards 114.7 % 1.5 % 9.8 %

Goodwill impairment ( 10.7 ) % 60.8 % 6.5 %

12 unchanged sentences

The Company realizes benefits from lower tax rates in Singapore and Puerto Rico due to manufacturing and other incentives.

During the year ended December 31, 2024, as a result of legislation changes surrounding Pillar Two Global Anti-Base Erosion Rules (“Pillar Two Rules”), the Company recognized $ 734.6 million of previously unrecorded Luxembourg net operating losses which are offset by a corresponding valuation allowance.

During the year ended December 31, 2022, a Puerto Rico net operating loss, which was recorded in conjunction with the Combination, expired unutilized resulting in a $ 274.4 million write-off of deferred tax asset and corresponding valuation allowance.

2 unchanged sentences

A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

At December 31, 2023, a valuation allowance has been applied to certain deferred tax assets in the amount of $ 421.4 million.

At December 31, 2024, a valuation allowance has been applied to certain deferred tax assets in the amount of $ 1.23 billion.

When assessing the realizability of deferred tax assets, management considers all available evidence, including historical information, long-term forecasts of future taxable income and possible tax planning strategies.

7 unchanged sentences

state income tax loss carryforwards of approximately $ 3.40 billion, which are largely offset by a valuation allowance.

net operating loss carryforwards of approximately $ 879.4 million, of which $ 718.1 million can be carried forward indefinitely, with the remaining $ 161.3 million expiring in years 2024 through 2043.

net operating loss carryforwards of approximately $ 4.47 billion, of which $ 2.34 billion can be carried forward indefinitely, with the remaining $ 2.13 billion expiring in years 2025 through 2044.

and foreign credit carryovers of $ 276.6 million, expiring in various amounts through 2044.

8 unchanged sentences

On August 16, 2022, the U.S.

government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) into law, which includes a new corporate alternative minimum tax (“CAMT”) and an excise tax of 1% on the fair market value of net stock repurchases.

government enacted the Inflation Reduction Act of 2022 into law, which includes a new corporate alternative minimum tax (“CAMT”) and an excise tax of 1% on the fair market value of net stock repurchases.

Both provisions are effective for years after December 31, 2022.

The Company reflected the applicable estimated excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability in Other current liabilities on our consolidated balance sheet as of December 31, 2023.

The share repurchase and authorization amounts disclosed in this Form 10-K exclude the excise tax.

The Company reflected the applicable estimated excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability in Other current liabilities in our consolidated balance sheets as of December 31, 2024 and 2023.

The share repurchase and authorization amounts otherwise disclosed in this Form 10-K exclude the excise tax.

The Company does not anticipate being subject to the 15% CAMT tax in 2024 based on enacted law and regulatory guidance;

however, our CAMT status for 2023 could change in the future, depending on new regulations or regulatory guidance issued by the U.S.

however, our CAMT status could change in the future, depending on new regulations or regulatory guidance issued by the U.S.

Department of the Treasury.

In addition, many countries are actively considering or have proposed or enacted changes to their tax laws based on the Pillar Two Global Anti-Base Erosion Rules (“Pillar Two Rules”) proposed by the OECD.

The Pillar Two Rules impose a global minimum tax of 15%, and under these rules, we may be required to pay a “top-up” tax to the extent our effective tax rate in any given country is below 15%.

We will continue to monitor the implementation of the Pillar Two Rules in the countries in which we operate.

The earliest effective date of the Pillar Two Rules in any adopting country is January 1, 2024, with many countries postponing implementation to January 1, 2025 or later, if at all.

We are currently evaluating the potential impact on our consolidated financial statements and related disclosures.

In addition, many countries are actively considering or have proposed or enacted changes to their tax laws based on the Pillar Two Rules proposed by the OECD.

The Pillar Two Rules impose a global minimum tax of 15%, and under these rules, the Company may be required to pay a “top-up” tax to the extent our effective tax rate in any given country is below 15%.

Several countries have enacted the Pillar Two Rules effective January 1, 2024, with many countries postponing implementation to January 1, 2025 or later, if at all.

After determining which jurisdictions are not required to calculate a Pillar Two liability as a result of the existing safe harbors, the Company has determined that the impact of the Pillar Two Rules in the countries that have enacted such rules effective for tax years ending on or before December 31, 2024, is not material to our results of operations for the year ended December 31, 2024.

While the Pillar Two Rules did not have a significant impact on the 2024 tax provision or financial results, the Company will continue to monitor and evaluate the evolving tax legislation in the jurisdictions in which we operate which could impact future tax provision and financial results.

Tax Examinations

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The Company is subject to ongoing IRS examinations.

The years 2015 through 2021 are open years under examination.

The years 2012, 2013 and 2014 had one matter open, and a Tax Court petition was filed regarding the matter and a trial was held in December 2018 and is discussed further below.

The years 2020 through 2023 are open years, with 2020 and 2021 under examination.

Several international audits are currently in progress.

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As a result, we anticipate that certain of these matters may become the subject of litigation before tax courts where we intend to vigorously defend our position.

In Australia, the tax authorities have issued notices of assessments to the Company for the years ended December 2009 to December 2020, subject to additional interest and penalties, concerning our tax position with respect to certain intercompany transactions.

The tax authorities denied our objections to the assessments for the years ended December 2009 to December

2020 and we have commenced litigation in the Australian Federal Court challenging those decisions.

A trial took place in October 2023 and a decision is awaited.

The Company made a partial payment of $ 56.0 million in 2021 and $ 5.2 million in 2022 in order to stay potential interest and penalties resulting from this litigation.

In Australia, the tax authorities issued notices of assessments to the Company for the years ended December 2009 to December 2020, subject to additional interest and penalties, concerning our tax position with respect to certain intercompany transactions.

The tax authorities denied our objections to the assessments for the years ended December 2009 to December 2020 and we commenced litigation in the Australian Federal Court challenging those decisions.

A trial took place in October 2023 and on March 20, 2024, the Court issued a decision in favor of the Company.

The tax authorities did not appeal the Court decision.

The Company made a partial payment of $ 56.0 million in 2021 and $ 5.2 million in 2022 in order to stay potential interest and penalties resulting from this litigation, which has been refunded.

In France, the tax authorities have issued notices of assessments to the Company for the years ended December 2013 to December 2015 concerning our tax position with respect to whether income earned by a Company entity not domiciled in France should be subject to French tax.

We have commenced litigation before the French tax courts where the tax authorities will seek unpaid taxes, penalties, and interest.

A decision is pending.

In India, the tax authorities have issued notices of assessments to the Company seeking unpaid taxes and interest for the financial years covering 2013 to 2018 concerning our tax position with respect to certain corporate tax deductions and certain intercompany transactions.

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The remaining issues are in the audit phase or are being challenged in the Indian tax courts.

In 2020, the Swedish Tax Authorities (“STA”) asserted an underpayment of tax against Meda A.B.

for the tax years 2014 to 2019.

The claim was that profits earned by its Luxembourg subsidiary should have been attributed to Meda A.B.

The Company appealed the STA’s assessment to the Administrative Court of Stockholm.

On September 16, 2022, the Court ruled in favor of Meda A.B.

that no tax was due.

The STA appealed that decision.

On April 10, 2024, the Administrative Court of Appeals overturned the lower Court’s ruling and issued a decision in favor of the STA upholding its original assessment.

The amount due including interest and penalties is approximately $ 18.2 million, which was paid during the second quarter of 2024.

The Company has filed a petition seeking review of the decision to the Supreme Administrative Court.

The Company has recorded a net reserve for uncertain tax positions of $ 277.0 million and $ 287.1 million, including interest and penalties, in connection with its international audits at December 31, 2024 and 2023, respectively.

3 unchanged sentences

The Company’s major international taxing jurisdictions remain open from 2012 through 2023.

Tax Court Proceedings

The Company's U.S.

federal income tax returns for 2012 through 2014 had been subject to proceedings in U.S.

Tax Court involving a dispute with the IRS regarding whether certain costs related to ANDAs were eligible to be expensed and deducted immediately or required to be amortized over longer periods.

A trial was held in U.S.

Tax Court in December 2018 and on April 27, 2021, the Court affirmed Mylan’s position and held that patent litigation expenses related to ANDAs are immediately deductible.

The IRS’ appeal was denied by the U.S.

Court of Appeals for the Third Circuit and this matter is now closed.

Accounting for Uncertainty in Income Taxes

3 unchanged sentences

Related accrued interest and penalties included in the consolidated balance sheets were $ 106.4 million and $ 115.7 million as of December 31, 2024 and 2023, respectively.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 15.4 million, $ 21.1 million, and $ 18.5 million of tax expense, respectively, related to interest and penalties on uncertain tax positions.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $( 0.3 ) million, $ 15.4 million, and $ 21.1 million of tax (benefit)/expense, respectively, related to interest and penalties on uncertain tax positions.

Interest and penalties related to income taxes are included in the tax provision.

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Amended and Restated 2003 Long-Term Incentive Plan) , which had previously been approved by Mylan shareholders.

The 2020 Incentive Plan and 2003 LTIP include (i) 72,500,000 shares of Viatris’ common stock authorized for grant pursuant to the 2020 Incentive Plan, which may include dividend payments payable in common stock on unvested shares granted under awards, (ii) 6,757,640 shares of common stock to be issued pursuant to the exercise of outstanding stock options granted to participants under the 2003 LTIP and assumed by Viatris in connection with the Combination and (iii) 13,535,627 shares of common stock subject to outstanding equity-based awards, other than stock options, assumed by Viatris in connection with the Combination, or that otherwise remain available for issuance under the 2003 LTIP.

Under the 2020 Incentive Plan and 2003 LTIP, shares are reserved for issuance to key employees, consultants, independent contractors and non-employee directors of the Company through a variety of incentive awards, including:

The 2020 Incentive Plan includes 72,500,000 shares of Viatris’ common stock authorized for grant pursuant to the 2020 Incentive Plan, which may include dividend payments payable in common stock on unvested shares granted under awards.

No shares remain available for issuance under the 2003 LTIP, however, certain awards remain outstanding under the plan.

The Board had approved an amendment to the 2020 Incentive Plan, subject to the approval of Viatris shareholders, to increase the maximum aggregate number of shares of Viatris common stock available for issuance under the 2020 Incentive Plan by 49,000,000 and on December 6, 2024, Viatris shareholders approved the amendment.

Under the 2020 Incentive Plan, shares are reserved for issuance to key employees, consultants, independent contractors and non-employee directors of the Company through a variety of incentive awards, including:

stock options, SARs, restricted stock and units, PSUs, other stock-based awards and short-term cash awards.

Stock option awards are granted with an exercise price equal to the fair market value of the shares underlying the stock options at the date of the grant, generally become exercisable over periods ranging from three to four years , and generally expire in ten years .

The following table summarizes stock awards (stock options and SARs) activity under the 2020 Incentive Plan and 2003 LTIP:

The following table summarizes stock awards (stock options and SARs) activity:

Number of Shares

4 unchanged sentences

Outstanding at December 31, 2022 4,449,642 $ 38.53

Granted 283,361 7.68

Exercised ( 26,457 ) 5.65

Forfeited ( 547,213 ) 32.63

Outstanding at December 31, 2023 4,159,333 $ 37.41

Granted 283,361 7.68

Exercised ( 57,952 ) 7.01

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Exercisable at December 31, 2024 3,310,219 $ 36.28

As of December 31, 2023, stock awards outstanding, stock awards vested and expected to vest and stock awards exercisable had average remaining contractual terms of 3.7 years, 3.7 years and 3.5 years, respectively.

As of December 31, 2024, stock awards outstanding, stock awards vested and expected to vest and stock awards exercisable each had average remaining contractual terms of 3.1 years.

Also, at December 31, 2024, stock awards outstanding, stock awards vested and expected to vest and stock awards exercisable had aggregate intrinsic values of $ 0.5 million, $ 0.5 million, and $ 0.3 million, respectively.

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(In millions) Pension Benefits Other Postretirement Benefits

Unrecognized actuarial loss (gain) $ 8.3 $ ( 22.8 )

Unrecognized actuarial (gain) loss $ ( 26.9 ) $ 36.0

Amortization of actuarial gain 12.9 5.1

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Amortization of prior service cost (credit) 2.9 2.1 0.9 ( 0.7 ) ( 0.7 ) ( 0.6 )

Recognized net actuarial (gains) losses ( 18.3 ) ( 0.2 ) 1.3 ( 1.4 ) 0.3 0.2

Recognized net actuarial (gains) ( 11.7 ) ( 18.3 ) ( 0.2 ) ( 5.1 ) ( 1.4 ) 0.3

Net periodic benefit cost $ 11.0 $ 7.6 $ 7.8 $ 1.0 $ 6.9 $ 2.9

During the year ended December 31, 2021, the Company recognized a settlement gain as a result of cash payments from lump sum elections related to the U.S.

and Puerto Rico pension plans.

Change in Projected Benefit Obligation, Change in Plan Assets and Funded Status

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Participant contributions 2.2 0.5 1.8 4.1

(Divestitures) acquisitions ( 8.8 ) 2.8 — —

Divestitures ( 30.2 ) ( 8.8 ) — —

Plan settlements and terminations ( 8.6 ) 8.6 ( 14.6 ) —

102 unchanged sentences

Developed Markets, Greater China, JANZ, and Emerging Markets.

The Company reports segment information on the basis of markets and geography, which reflects its focus on bringing its broad and diversified portfolio of branded and generic products, including complex products, to people in markets everywhere.

The Company reports segment information on the basis of markets and geography, which reflects its focus on bringing its large and diversified portfolio of branded and generic products, including complex products, to people in markets everywhere.

Our Developed Markets segment comprises our operations primarily in North America and Europe.

Our Greater China segment includes our operations in China, Taiwan and Hong Kong.

Our JANZ segment reflects our operations in Japan, Australia and New Zealand.

Our Greater China segment includes our operations in mainland China, Taiwan and Hong Kong.

Our JANZ segment consists of our operations in Japan, Australia and New Zealand.

Our Emerging Markets segment encompasses our presence in more than 125 countries with developing markets and emerging economies including in Asia, Africa, Eastern Europe, Latin America and the Middle East as well as the Company’s ARV franchise.

The Company’s chief operating decision maker is the Chief Executive Officer, who evaluates the performance of its segments based on total revenues and segment profitability.

Certain costs are not included in the measurement of segment profitability, such as costs, if any, associated with the following:

◦ Intangible asset amortization expense and impairments of goodwill and long-lived assets;

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who evaluates the performance of its segments and allocates resources based on total revenues and our measure of segment profit or loss, segment profitability.

These financial metrics are used to review operating trends, perform comparisons between periods, and monitor budget and forecast-to-actual variances on a regular basis.

Net sales of our business segments exclude intersegment sales as these activities are not regularly reviewed by the CODM and are eliminated in consolidation.

Certain costs and gains are not included in the measurement of segment profitability, or in segment cost of sales, and segment SG&A, as management excludes these costs in assessing segment financial performance.

Such costs and gains include:

◦ Intangible asset amortization expense;

◦ Asset impairments (including of goodwill, intangible assets (including IPR&D), and long-lived assets);

◦ R&D and Acquired IPR&D expense;

◦ Net charges or net gains for litigation settlements and other contingencies;

◦ Certain costs related to transactions and events such as (i) purchase accounting adjustments, where we incur expenses associated with the amortization of fair value adjustments to inventory and property, plant and equipment;

(ii) acquisition-related costs, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company;

and (iii) other significant items, which are substantive and/or unusual, and in some cases recurring, items (such as restructuring) that are evaluated on an individual basis by management and that either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis.

Such special items can include, but are not limited to, non-acquisition-related restructuring costs, as well as costs incurred for asset impairments and disposals of assets or businesses, including costs related to the Announced Divestitures and the Biocon Biologics Transaction, and, as applicable, any associated transition activities.

◦ Corporate and other unallocated costs associated with platform functions (such as digital, facilities, legal, finance, human resources, insurance, public affairs and procurement), patient advocacy activities and certain compensation and other corporate costs (such as interest income and expense, and gains and losses on investments, as well as overhead expenses associated with our manufacturing, which include manufacturing variances associated with production) and operations that are not directly assessed to an operating segment as business unit (segment) management does not manage these costs.

The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the chief operating decision maker.

◦ Certain costs related to transactions and events such as:

(i) purchase accounting adjustments, where we incur expenses associated with the amortization of fair value adjustments to inventory and property, plant and equipment;

(ii) share-based compensation expense;

(iii) acquisition-related costs, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company;

and (iv) other significant items, which are substantive and/or unusual, and in some cases recurring, items (such as restructuring, including costs associated with facilities to be closed or divested, employee separation costs, impairment charges, accelerated depreciation, incremental manufacturing variances, equipment relocation costs, decommissioning and other restructuring related costs) that are evaluated on an individual basis by management and that either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis.

Such special items can include, but are not limited to, non-acquisition-related restructuring costs, as well as costs incurred for asset impairments and costs, as well as gains and losses, related to disposals of assets or businesses, including those related to divestitures, and, as applicable, any associated transition activities;

◦ Corporate and other unallocated costs associated with global functions (such as IT, facilities, legal, finance, human resources, insurance, public affairs, compliance, and procurement), patient advocacy activities and certain compensation and other corporate costs (such as certain expenses associated with our manufacturing, including manufacturing variances associated with production) and operations that are not directly assessed to an operating segment as business unit (segment) management does not manage these costs;

◦ Other Expense (Income), Net (including interest and dividend income, gains and losses from investments, business divestitures, and foreign exchange);

◦ Interest expense.

The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the CODM.

The accounting policies of the segments are the same as those described in Note 2 Summary of Significant Accounting Policies.

Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.

Net Sales Segment Profitability

Years Ended December 31, Years Ended December 31,

Year Ended December 31, 2024

(In millions)

Reportable Segments:

Developed Markets $ 9,251.9 $ 9,768.9 $ 10,428.7 $ 4,086.5 $ 4,878.1 $ 5,143.1

Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments

$ 8,929.4 $ 2,166.5 $ 1,346.2 $ 2,250.7 $ 14,692.8

Other revenues

32.0 1.3 3.5 9.7 46.5

Total revenues

$ 8,961.4 $ 2,167.8 $ 1,349.7 $ 2,260.4 $ 14,739.3

Cost of sales

4,014.3 245.7 798.3 1,016.4 6,074.7

Selling, general and administration

1,097.0 518.5 168.3 309.9 2,093.7

Segment profit

$ 3,850.1 $ 1,403.6 $ 383.1 $ 934.1 $ 6,570.9

Reconciliation of segment profit:

Intangible asset amortization expense

Intangible asset (including IPR&D) disposal & impairment charges

Impairment of goodwill

Research and development

Acquired IPR&D

Litigation settlements and other contingencies, net

Transaction related and other special items

Corporate and other unallocated

Earnings from operations $ 10.1

Year Ended December 31, 2023

(In millions) Developed Markets

Greater China

JANZ 1,424.5 1,632.4 2,027.4 522.9 665.5 762.4

Emerging Markets

Total Reportable Segments

Reconciling items:

$ 9,251.9 $ 2,160.4 $ 1,424.5 $ 2,551.6 $ 15,388.4

Other revenues

26.1 — 1.1 11.3 38.5

Total revenues

$ 9,278.0 $ 2,160.4 $ 1,425.6 $ 2,562.9 $ 15,426.9

Cost of sales

4,067.1 205.5 725.5 1,116.2 6,114.3

Selling, general and administration

1,124.4 528.1 177.2 354.8 2,184.5

Segment profit

$ 4,086.5 $ 1,426.8 $ 522.9 $ 1,091.9 $ 7,128.1

Reconciliation of segment profit:

Intangible asset amortization expense

Intangible asset disposal & impairment charges ( 32.0 ) ( 173.5 ) ( 102.8 )

Intangible asset (including IPR&D) disposal & impairment charges

Impairment of goodwill

Globally managed research and development costs ( 805.2 ) ( 662.2 ) ( 681.0 )

Research and development

Acquired IPR&D

Litigation settlements & other contingencies ( 111.6 ) ( 4.4 ) ( 329.2 )

Litigation settlements and other contingencies, net

Transaction related and other special items

Corporate and other unallocated

Earnings (loss) from operations $ 766.2 $ 1,614.9 $ ( 34.0 )

Earnings from operations $ 766.2

Year Ended December 31, 2022

(In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments

$ 9,768.9 $ 2,201.2 $ 1,632.4 $ 2,615.6 $ 16,218.1

Other revenues

21.8 — 1.4 21.4 44.6

Total revenues

$ 9,790.7 $ 2,201.2 $ 1,633.8 $ 2,637.0 $ 16,262.7

Cost of sales

4,028.6 195.8 774.3 1,086.8 6,085.5

Selling, general and administration

884.0 492.9 194.0 343.1 1,914.0

Segment profit

$ 4,878.1 $ 1,512.5 $ 665.5 $ 1,207.1 $ 8,263.2

Reconciliation of segment profit:

Intangible asset amortization expense

Intangible asset (including IPR&D) disposal & impairment charges

Impairment of goodwill

Research and development

Acquired IPR&D

Litigation settlements and other contingencies, net

Transaction related and other special items

Corporate and other unallocated

Earnings from operations $ 1,614.9

The following table represents the percentage of consolidated net sales to Viatris’ major customers during the years ended December 31, 2024, 2023, and 2022:

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McKesson Corporation * 10 % 11 %

AmerisourceBergen Corporation 10 % 10 % 9 %

Cencora, Inc.

(formerly AmerisourceBergen Corporation) 12 % 10 % 10 %

Cardinal Health, Inc.

* Net sales represented less than 10% of consolidated net sales during the period.

Net sales from these customers were primarily in the Developed Markets segment.

Sales by Country Information

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Additionally, the Company has split-dollar life insurance agreements with certain retired executives.

In conjunction with the Combination, Viatris entered into a TSA with Pfizer pursuant to which each party provided certain limited transition services to the other party.

In addition to the monthly service fees under the TSA, Viatris has agreed to reimburse Pfizer for fifty percent of the costs, up to the first $ 380 million incurred, to establish and wind down the TSA services.

Viatris will be required to fully reimburse Pfizer for total costs in excess of $ 380 million.

During the years ended December 31, 2023, 2022 and 2021, the Company incurred $ 5.5 million, $ 54.5 million, and $ 30.4 million, respectively, related to this provision of the TSA, and approximately $ 143.5 million during the period beginning on the closing date of the Combination and ended December 31, 2023.

As of December 31, 2022, the Company had exited substantially all transition services with Pfizer.

In addition, the Company entered into retention agreements with certain key employees, whereby they agreed to continue to provide service to the Company for a period of time after the Combination.

The Company is recording the expense for these agreements over the applicable service periods.

In addition, the Company periodically enters into retention agreements with certain key employees, whereby they may agree to continue to provide service to the Company for a period of time.

The Company records the expense for these agreements over the applicable service periods.

Biocon Biologics had substantially exited all transition services with Viatris as of December 31, 2023.

In connection with the Announced Divestitures, Viatris has agreed, at the closing of the respective transactions, to enter into transition services and manufacturing and supply agreements pursuant to which the Company will provide services to the respective purchasers, substantially the same as we currently provide to the related businesses, generally for a period of up to 12 months, subject to potential extensions in certain circumstances.

In addition, in connection with the OTC Transaction and the divestiture of our women’s healthcare business, we have agreed, at the closing of the respective transactions, to enter into distribution agreements for certain markets for a limited period of time.

In connection with our API business divestiture, we have agreed to enter into a manufacturing and supply agreement pursuant to which we will purchase a significant amount of API from the purchaser in that transaction.

In the normal course of business, Viatris periodically enters into employment, legal settlement and other agreements which incorporate indemnification provisions.

While the maximum amount to which Viatris may be exposed under such agreements cannot be reasonably estimated, the Company maintains insurance coverage, which management believes will effectively mitigate the Company’s obligations under these indemnification provisions.

In connection with the divestitures, Viatris and the respective buyers entered into transition services and/or manufacturing and supply agreements pursuant to which the Company is providing services to the respective purchasers, substantially the same as we previously provided to the related businesses, generally for a period of up to 12 months for transition services and for periods between one to 10 years for manufacturing and supply agreements, depending on the geographic market and the products subject to such agreement, subject to potential extensions in certain circumstances.

In addition, in connection with the OTC Transaction and the divestiture of our women’s healthcare business, we entered into distribution agreements for certain markets for a limited period of time.

In connection with the API business divestiture, we entered into a manufacturing and supply agreement pursuant to which we are purchasing a significant amount of API from the purchaser in that transaction.

In the normal course of business, Viatris periodically enters into acquisition, divestiture, collaboration, employment, legal settlement and other agreements which incorporate indemnification provisions.

The maximum amount to which Viatris may be exposed under such agreements cannot be reasonably estimated due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement.

Historically, we have not paid material amounts under these indemnification provisions.

Further, for certain agreements, the Company maintains insurance coverage, which management believes will effectively mitigate the Company’s obligations under these indemnification provisions.

No amounts have been recorded in the consolidated financial statements with respect to the Company’s obligations under such agreements.

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$ 292.6 $ 4.1 $ 296.7

Reimbursable restructuring charges 26.4 — 26.4

Cash payment ( 385.5 ) ( 151.7 ) ( 537.2 )

Utilization — ( 345.0 ) ( 345.0 )

Foreign currency translation ( 7.0 ) ( 0.1 ) ( 7.1 )

Balance at December 31, 2021 $ 292.6 $ 4.1 $ 296.7

38.2 48.3 86.5

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$ 155.6 $ 1.9 $ 157.5

17.6 107.6 125.2

Cash payment ( 77.8 ) ( 10.3 ) ( 88.1 )

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(2) For the year ended December 31, 2022, total restructuring charges in Developed Markets, Greater China, JANZ, Emerging Markets, and Corporate/Other were approximately $ 74.6 million, $ 2.5 million, $ 0.9 million, $ 8.2 million and $ 0.3 million, respectively.

(3) For the year ended December 31, 2021, total restructuring charges in Developed Markets, Greater China, JANZ, Emerging Markets, and Corporate/Other were approximately $ 623.8 million, $ 5.8 million, $ 138.1 million, and $ 94.1 million and $ 30.4 million, respectively.

(3) For the year ended December 31, 2023, other exit costs included expense of $ 71.6 million relating to plant divestitures.

At December 31, 2023 and 2022, accrued liabilities for restructuring and other cost reduction programs were primarily included in other current liabilities and other long-term obligations in the consolidated balance sheets.

Additional restructuring charges, primarily for facilities to be closed or disposed of, were incurred during the year ended December 31, 2024 and are not a component of the 2020 restructuring program.

At December 31, 2024, accrued liabilities for restructuring and other cost reduction programs of $ 63.4 million were included in other current liabilities and $ 128.5 million were included in other long-term obligations in the consolidated balance sheets.

Licensing and Other Partner Agreements

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Payments under these agreements generally become due and are payable upon the satisfaction or achievement of certain developmental, regulatory or commercial milestones or as development expenses are incurred on defined projects.

Milestone payment obligations are uncertain, including the prediction of timing and the occurrence of events triggering a future obligation and are not reflected as liabilities in the consolidated balance sheets, except for obligations reflected as acquisition related contingent consideration.

Refer to Note 9 Financial Instruments and Risk Management for further discussion of contingent consideration.

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Under the terms of the license and commercialization agreement, as of December 31, 2024, Mapi is eligible to receive regulatory approval and commercial launch milestone payments of up to $ 90.0 million.

Additionally, upon commercial launch of GA Depot, Mapi is eligible to receive royalties and sales-based milestones.

In December 2023, the Company entered into a letter agreement, as amended, with Mapi for the development and commercialization of certain additional products, which is subject to finalization pending the execution of a definitive agreement, which is expected in the first half of 2024.

Additionally, upon commercial launch of GA Depot, Mapi is eligible to receive potential contingent payments, such as tiered royalties and tiered sales-based milestones.

The Company made an initial upfront payment of $ 75.0 million which was accounted for as Acquired IPR&D expense in the consolidated statements of operations during the year ended December 31, 2023.

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The preferred shares are convertible on a one-to-one basis into Mapi ordinary shares at Viatris’ option.

The Company recognized a gain of $ 45.6 million during the year ended December 31, 2023 as a result of remeasuring our pre-existing equity interest in Mapi, which was recorded as a component of Other Income, Net in the consolidated statements of operations.

The Company recognized a gain of $ 45.6 million during the year ended December 31, 2023 as a result of remeasuring our pre-existing equity interest in Mapi, which was recorded as a component of Other Expense (Income), Net in the consolidated statements of operations.

The Company has determined that Mapi represents a variable interest entity (“VIE”), but has concluded that Viatris is not the primary beneficiary of Mapi as we do not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance.

Accordingly, we have not consolidated Mapi’s results of operations and financial position into our consolidated financial statements.

As of December 31, 2023 and 2022, our consolidated balance sheets included, within Other Assets , $ 132.1 million and $ 56.4 million, respectively, related to our equity investments in Mapi, which included cumulative unrealized gains of $ 62.1 million and $ 16.5 million, respectively, and within Prepaid Expenses and Other Current Assets , $ 52.5 million and $ 42.5 million, respectively, related to advances, including for initial orders of commercial launch supply of GA Depot under our supply agreement with Mapi.

As of December 31, 2023, our consolidated balance sheets included, within Other Assets , $ 132.1 million related to our equity investments in Mapi, which included cumulative unrealized gains of $ 62.1 million, and within Prepaid Expenses and Other Current Assets , $ 52.5 million related to advances, including for initial orders of commercial launch supply of GA Depot under our supply agreement with Mapi.

Our maximum exposure to loss as a result of our involvement with Mapi is limited to the carrying value of the investments and advances.

In 2024, the Company was informed that Mapi received a Complete Response Letter (“CRL”) regarding the NDA for GA Depot 40 mg from the FDA.

In December 2024, the companies met with the FDA and reviewed the content of the CRL.

As a result of the meeting, Viatris and Mapi are discussing and determining the appropriate next steps for the program.

We do not expect Mapi to generate positive operating cash or earnings unless and until marketing approval and commercial success for its development programs, particularly GA Depot, is attained.

As a result of the additional uncertainty of regulatory and commercial timing and success of GA Depot and the financial condition of Mapi, the Company has impaired its equity investment and prepaid assets related to advances for the initial supply of commercial product.

Total charges of $ 184.6 million were recorded during the year ended December 31, 2024 as a component of Other Expense (Income), Net in the consolidated statements of operations.

The Company and Revance have entered into an agreement pursuant to which the Company and Revance are collaborating exclusively, on a world-wide basis (excluding Japan), to develop, manufacture and commercialize a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX®.

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and Europe is being shared equally between the parties, and the Company is responsible for all other clinical development costs and commercialization expenses.

In February 2025, Revance was acquired by Crown Laboratories, Inc.

Theravance Biopharma

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On November 9, 2018, the Company announced that the FDA approved the NDA for YUPELRI® (revefenacin) inhalation solution for the maintenance treatment of patients with COPD.

YUPELRI®, a LAMA, is the first and only once-daily, nebulized bronchodilator approved for the treatment of COPD in the U.S.

YUPELRI®, a long-acting muscarinic antagonist, is the first and only once-daily, nebulized bronchodilator approved for the treatment of COPD in the U.S.

Viatris is responsible for commercial manufacturing and commercialization.

Theravance Biopharma is co-promoting the product in the hospital channel under a profit-sharing arrangement.

The Company has also acquired exclusive development and commercialization rights to nebulized revefenacin in China and adjacent territories, which include Hong Kong SAR, the Macau SAR and Taiwan, for an upfront payment of $ 18.5 million and additional potential development and sales milestones together with tiered royalties on net sales of nebulized revefenacin, if approved.

The Company has also acquired exclusive development and commercialization rights to nebulized revefenacin in China and adjacent territories, which include Hong Kong, Macau and Taiwan, for an upfront payment of $ 18.5 million and additional potential development and sales milestones together with tiered royalties on net sales of nebulized revefenacin, if approved.

Viatris is responsible for all aspects of development and commercialization in the partnered regions, including pre- and post-launch activities and product registration and all associated costs.

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Other Development Agreements

In October 2024, the Company entered into an exclusive licensing agreement with Lexicon for sotagliflozin in all markets outside of the U.S.

and Europe in exchange for an upfront payment of $ 25.0 million, and additional potential contingent payments, including regulatory milestones, sales milestones and tiered royalties ranging from low-double-digit to upper-teens on annual net sales.

Viatris will be responsible for all regulatory and commercialization activities for sotagliflozin in the licensed territories.

Lexicon will be responsible for providing clinical and commercial supply of sotagliflozin to Viatris.

The Company accounted for the transaction as an asset acquisition, with the upfront payment expensed as Acquired IPR&D in 2024.

We are actively pursuing, and are currently involved in, joint projects related to the development, distribution and marketing of both generic and branded products.

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While these arrangements help to reduce the financial risk for unsuccessful projects, fulfillment of specified milestones or the occurrence of other obligations may result in fluctuations in cash flows and Acquired IPR&D expense.

The Company is involved in various disputes, governmental and/or regulatory inquiries, investigations and proceedings, tax proceedings and litigation matters, both in the U.S.

The Company is involved in various disputes, governmental and/or regulatory inquiries, investigations and proceedings, and litigation matters, both in the U.S.

and abroad, that arise from time to time, some of which could result in losses, including damages, fines and/or civil penalties, and/or criminal charges against the Company.

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While the Company believes that it has meritorious defenses with respect to the claims asserted against it and the assumed legal matters referenced above, and intends to vigorously defend its position, the process of resolving these matters is inherently uncertain and may develop over a long period of time, and so it is not possible to predict the ultimate resolution of any such matter.

It is possible that an unfavorable resolution of any of the ongoing matters could have a material effect on the Company’s business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

Some of these governmental inquiries, investigations, proceedings and litigation matters with which the Company is involved are described below, and unless otherwise disclosed, the Company is unable to predict the outcome of the matter or to provide an estimate of the range of reasonably possible material losses.

The Company records accruals for loss contingencies to the extent we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company is also involved in other pending proceedings for which, in the opinion of the Company based upon facts and circumstances known at the time, 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 the Company’s business, financial position, results of operations, cash flows, ability to pay dividends and/or stock price.

If and when any reasonably possible losses associated with the resolution of such other pending proceedings, in the opinion of the Company, become material, the Company will disclose such matters.

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District Court for the District of Kansas relating to the pricing and/or marketing of the EpiPen® Auto-Injector.

On September 21, 2021, after Plaintiffs’ then operative complaint was dismissed with an option to file a limited amended complaint, Plaintiffs filed an amended complaint asserting federal antitrust claims which are based on allegations concerning a patent settlement between Pfizer and Teva and other alleged actions regarding the launch of Teva’s generic epinephrine auto-injector.

On September 21, 2021, Plaintiffs filed an amended complaint asserting federal antitrust claims which are based on allegations concerning a patent settlement between Pfizer and Teva and other alleged actions regarding the launch of Teva’s generic epinephrine auto-injector.

Plaintiffs seek monetary damages, declaratory relief, attorneys’ fees and costs.

A trial is currently scheduled to begin in March 2026.

In December 2024, the Company reached an agreement and paid $ 73.5 million to fully resolve this matter.

The settlement is subject to final court approval and contains an express provision disclaiming and denying any wrongdoing by the Company.

Beginning in March 2020, the Company, together with other non-Viatris affiliated companies, were named as defendants in putative direct purchaser class actions filed in the U.S.

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The plaintiffs claim that the alleged conduct resulted in the exclusion or restriction of competing products and the elimination of pricing constraints in violation of RICO and federal antitrust law.

These actions have been consolidated.

Plaintiffs’ seek monetary damages, attorneys’ fees and costs.

A class certification motion is pending.

On April 24, 2017, Sanofi Aventis U.S., LLC (“Sanofi”) filed a lawsuit against the Company in the U.S.

District Court for the District of New Jersey.

This lawsuit was transferred into a MDL in the U.S.

District Court for the District of Kansas and alleged exclusive dealing and anti-competitive marketing practices in violation of the antitrust laws in connection with the sale and marketing of the EpiPen® Auto-Injector.

Sanofi sought monetary damages, declaratory relief, attorneys’ fees and costs.

The Court granted the Company’s motion for summary judgment and dismissed Sanofi’s claims.

Sanofi’s appeal was denied.

Sanofi’s petition seeking review by the U.S.

Supreme Court was also denied and concludes this matter.

Class certification was denied.

The case is proceeding with Rochester Drug Company, Dakota Drug, and Morris & Dickson Company as plaintiffs and they seek monetary damages, attorneys’ fees and costs.

In January 2025, the State of Indiana filed a complaint in Superior Court in Marion County, Indiana against the Company and other non-Viatris affiliated companies alleging harm under Indiana state laws, including antitrust and consumer protection laws, and unjust enrichment claims.

Indiana generally seeks monetary damages, restitution, disgorgement, civil penalties, injunctive relief, and attorneys’ fees and costs.

In June 2024, the Company received a civil subpoena from the Attorney General of the State of Mississippi seeking information relating to the sales and/or marketing of EpiPen® Auto-Injector.

The Company is fully cooperating with this request and has communicated with certain other State Attorneys General regarding related issues.

The issues covered in the Indiana complaint, Mississippi subpoena, and communications with certain other States, generally relate to issues from litigations and/or investigations that have been previously disclosed, including the indirect purchaser class action that was resolved in 2022 and the direct purchaser litigation matters described above.

The Company has a total accrual of approximately $ 20.5 million related to these matters at December 31, 2024, which is included in other current liabilities in the consolidated balance sheets.

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In addition, the Company expects to incur additional legal and other professional service expenses associated with such matters in future periods and will recognize these expenses as services are received.

The Company believes that the ultimate amount paid for these services and claims could have a material effect on the Company's business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price in future periods.

Drug Pricing Matters

Department of Justice

On December 3, 2015, the Company received a subpoena from the Antitrust Division of the DOJ seeking information relating to the marketing, pricing, and sale of certain of our generic products and any communications with competitors about such products.

On September 8, 2016, the Company, as well as certain employees and a member of senior management, received subpoenas from the DOJ seeking similar information.

Related search warrants also were executed.

Beginning in December 2015, the Company received subpoenas from the Antitrust Division of the DOJ seeking information relating to the marketing, pricing, and sale of certain of our generic products and any communications with competitors about such products.

On May 10, 2018, the Company received a civil investigative demand from the Civil Division of the DOJ seeking information relating to the pricing and sale of its generic drug products.

We have fully cooperated with these investigations, which we believe are related to a broader industry-wide investigation of the generic pharmaceutical industry.

We have not had contact from DOJ concerning the above-described subpoenas or civil investigative demand in several years.

We had fully cooperated with these investigations, which we believe were related to a broader industry-wide investigation of the generic pharmaceutical industry.

The Antitrust Division of the DOJ has advised that it no longer considers the Company, and its former President, a subject of its antitrust investigation.

The Civil Division of the DOJ also informed the Company that it did not expect to take any further actions in connection with its civil investigative demand.

Civil Litigation

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The lawsuits allege harm under federal laws and the United States lawsuits also allege harm under state laws, including antitrust laws, state consumer protection laws and unjust enrichment claims.

Some of the United States lawsuits also name as defendants the Company’s President, including allegations against him with respect to a single drug product, and one of the Company’s sales employees, including allegations against him with respect to certain generic drugs.

Some of the United States lawsuits also name as defendants the Company’s former President, including allegations against him with respect to a single drug product, and one of the Company’s sales employees, including allegations against him with respect to certain generic drugs.

The vast majority of the lawsuits have been consolidated in an MDL proceeding in the Eastern District of Pennsylvania (“EDPA”).

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The EDPA Court has ordered certain plaintiffs’ complaints regarding two single-drug product cases to proceed as bellwethers.

The Company is named in those plaintiffs’ complaints that regard one of the two individual drug products and class certification motions are pending in that matter.

The Company is named in those plaintiffs’ complaints that regard one of the two individual drug products and class certification and summary judgment motions are pending, with a potential for trial as soon as 2025 in those cases.

Attorneys General Litigation

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The complaint has subsequently been amended, including on June 18, 2018, to add attorneys general alleging violations of federal and state antitrust laws, as well as violations of various states’ consumer protection laws.

This lawsuit has been transferred to the aforementioned MDL proceeding in the EDPA.

The operative complaint includes attorneys general of forty-four states, the District of Columbia and the Commonwealth of Puerto Rico.

This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA.

The operative complaint includes attorneys general of forty-

three states, the District of Columbia and the Commonwealth of Puerto Rico.

The Company is alleged to have engaged in anticompetitive conduct with respect to four generic drug products.

The amended complaint also includes claims asserted by attorneys general of thirty-four states and the Commonwealth of Puerto Rico against certain individuals, including the Company’s President, with respect to a single drug product.

The amended complaint seeks declaratory and injunctive relief, disgorgement, attorneys’ fees and costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief.

The amended complaint also includes claims asserted by attorneys general of thirty-three states and the Commonwealth of Puerto Rico against certain individuals, including the Company’s former President, with respect to a single drug product.

The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys’ fees and costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief.

The states’ claim for disgorgement and restitution under federal law in this case has been dismissed.

On May 10, 2019, certain attorneys general filed a new complaint in the United States District Court for the District of Connecticut against various drug manufacturers and individuals, including the Company and one of its sales employees, alleging anticompetitive conduct with respect to additional generic drugs.

On November 1, 2019, the complaint was amended,

adding additional states as plaintiffs.

The complaint has been subsequently amended, including on November 22, 2024, to add states as plaintiffs.

The operative complaint is brought by attorneys general of forty-five states, certain territories and the District of Columbia.

The amended complaint also includes claims asserted by attorneys general of forty states and certain territories against several individuals, including a Company sales employee.

This lawsuit has been transferred to the aforementioned MDL proceeding in the EDPA.

The amended complaint also includes claims asserted by attorneys general of forty-one states and certain territories against several individuals, including a Company sales employee.

This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA.

On June 10, 2020, certain attorneys general filed a new complaint in the United States District Court for the District of Connecticut against drug manufacturers, including the Company, and individual defendants (none from the Company), alleging anticompetitive conduct with respect to additional generic drugs.

On September 9, 2021, the complaint was amended, adding an additional state as a plaintiff.

The operative complaint is brought by attorneys general of forty-four states, certain territories and the District of Columbia.

The states’ claim for disgorgement and restitution under federal law in this case has been dismissed.

This lawsuit has been transferred to the aforementioned MDL proceeding in the EDPA and has been ordered to proceed as a bellwether.

On January 31, 2024, the United States Judicial Panel on Multidistrict Litigation (“JPML”) granted the Attorneys Generals’ motion to remand the aforementioned complaints to the U.S.

The operative complaint is brought by attorneys general of forty-three states, certain territories and the District of Columbia.

The states’ claim for disgorgement and restitution under federal law, and certain state law claims brought by certain states, have been dismissed.

This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA and was ordered to proceed as a bellwether.

The Company has filed a motion for summary judgment seeking to dismiss this case in its entirety, which remains pending.

The aforementioned complaints have now been transferred back to the U.S.

District Court for the District of Connecticut.

The order is currently stayed while Defendants challenge remand.

Securities Related Litigation

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On March 20, 2017, a consolidated amended complaint was filed alleging substantially similar claims, but adding allegations that defendants made false or misleading statements and omissions of purportedly material fact in connection with allegedly anticompetitive conduct with respect to EpiPen® Auto-Injector and certain generic drugs.

The operative complaint is the third amended consolidated complaint, which was filed on June 17, 2019, and contains the allegations as described above against Mylan, certain of Mylan’s former directors and officers, and certain of the Company’s current directors, officers, and employees (collectively, for purposes of this paragraph, the “defendants”).

A class has been certified covering all persons or entities that purchased Mylan common stock between February 21, 2012 and May 24, 2019 excluding defendants, certain of the Company’s current directors and officers, former directors and officers of Mylan, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which defendants have or had a controlling interest.

Plaintiffs seek damages and costs and expenses, including attorneys’ fees and expert costs.

The operative complaint was the third amended consolidated complaint, which was filed on June 17, 2019, and contained the allegations as described above against Mylan, certain of Mylan’s former directors and officers, and certain of the Company’s current directors, officers, and employees (collectively, for purposes of this paragraph, the “defendants”).

A class was certified covering all persons or entities that purchased Mylan common stock between February 21, 2012 and May 24, 2019 excluding defendants, certain of the Company’s current directors and officers, former directors and officers of Mylan, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which defendants have or had a controlling interest.

Plaintiffs sought damages and costs and expenses, including attorneys’ fees and expert costs.

On March 30, 2023, the Court dismissed all of Plaintiffs’ claims by granting Defendants’ motion for summary judgment and denying Plaintiffs’ cross-motion for partial summary judgment.

Plaintiffs’ appeal to the U.S.

Court of Appeals for the Second Circuit is pending.

Plaintiffs’ appeals to the U.S.

Court of Appeals for the Second Circuit were rejected and the SDNY’s decision dismissing Plaintiffs’ claims was affirmed.

Plaintiffs’ petition seeking review by the U.S.

Supreme Court was also denied, which concludes this matter.

On April 30, 2017, a similar lawsuit was filed in the Tel Aviv District Court (Economic Division) in Israel (“Israel Litigation”), which had been stayed pending a decision in the SDNY Class Action Litigation.

The Israel Litigation was dismissed by the Court due to lack of activity and may be refiled.

The Israel Litigation was dismissed by the Court.

On February 14, 2020, the Abu Dhabi Investment Authority filed a complaint against Mylan in the SDNY asserting allegations pertaining to EpiPen® Auto-Injector and certain generic drugs under the federal securities laws (“ADIA Litigation”) that overlap with those asserted in the SDNY Class Action Litigation.

The complaint filed in the ADIA Litigation seeks monetary damages as well as the plaintiff’s fees and costs.

On June 26, 2020, a putative class action complaint was filed by the Public Employees Retirement System of Mississippi, which was subsequently amended on November 13, 2020, against Mylan N.V., certain of Mylan N.V.’s former directors and officers, and an officer and director of the Company (collectively for the purposes of this paragraph, the “defendants”) in the U.S.

On June 26, 2020, a putative class action complaint was filed by the Public Employees Retirement System of Mississippi, which was subsequently amended on November 13, 2020, against Mylan N.V., certain of Mylan N.V.’s former directors and officers, and a former officer/current director of the Company (collectively for the purposes of this paragraph, the “defendants”) in the U.S.

District Court for the Western District of Pennsylvania (“WDPA”) on behalf of certain purchasers of securities of Mylan N.V.

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Class Action Litigation”).

The amended complaint alleges that defendants made

false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to the Nashik and Morgantown manufacturing plants and inspections at the plants by the FDA.

The amended complaint alleges that defendants made false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to the Nashik and Morgantown manufacturing plants and inspections at the plants by the FDA.

Plaintiff seeks certification of a class of purchasers of Mylan N.V.

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On February 15, 2021, a complaint was filed in the SDNY by Skandia Mutual Life Ins.

Co., Lansforsakringar AB, KBC Asset Management N.V., and GIC Private Limited, against the Company, certain of Mylan N.V.’s former directors and officers, a current director and officer of the Company, and certain current employees of the Company (“Skandia Litigation”).

Co., Lansforsakringar AB, KBC Asset Management N.V., and GIC Private Limited, against the Company, certain of Mylan N.V.’s former directors and officers, a former officer/current director of the Company, and certain former and current employees of the Company (“Skandia Litigation”).

The Complaint filed in the Skandia Litigation asserts claims which are based on allegations that are similar to those in the SDNY Class Action Litigation and WDPA Mylan N.V.

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Plaintiffs seek compensatory damages, costs and expenses and attorneys’ fees.

The parties have reached an agreement in principle to resolve this matter.

On October 28, 2021, the Company and certain of its then officers and directors were named as defendants in a putative class action lawsuit filed in the Court of Common Pleas of Allegheny County, Pennsylvania on behalf of former Mylan shareholders who received Company common stock in connection with the Combination.

A non-Viatris affiliated company and persons were also named as defendants.

The complaint alleges violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 for purportedly failing to disclose or misrepresenting material information in the registration statement and related prospectus issued in connection with the Combination.

The complaint alleged violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 for purportedly failing to disclose or misrepresenting material information in the registration statement and related prospectus issued in connection with the Combination.

On January 3, 2023, an amended complaint was filed naming the same defendants and alleging the same violations as the original complaint.

Plaintiffs seek monetary damages, reasonable costs and expenses, and certain other equitable and injunctive relief.

A settlement has been reached to fully resolve this matter, subject to court approval.

Plaintiffs sought monetary damages, reasonable costs and expenses, and certain other equitable and injunctive relief.

The Court has approved the settlement to fully resolve this matter.

Beginning in May 2023, putative class action complaints were filed against the Company and certain of the Company’s current and former officers, directors, and employees in the WDPA on behalf of certain purchasers of securities of the Company.

These actions have been consolidated and, on October 23, 2023, a consolidated amended putative class action complaint was filed in the WDPA against the Company, a current officer and director, and a former officer and director (“WDPA Viatris Class Action Litigation”).

These actions have been consolidated and, on October 23, 2023, a consolidated amended putative class action complaint was filed in the WDPA against the Company, a director, and a former officer and director (“WDPA Viatris Class Action Litigation”).

The operative complaint alleges that defendants made false or misleading statements and omissions of material fact, in violation of federal securities laws, in connection with disclosures relating to the Company’s projected financial performance and biosimilars business.

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Plaintiffs seek monetary damages, reasonable costs and expenses, and certain other relief.

On September 20, 2024, the Court granted Defendants’ motion to dismiss all of Plaintiffs’ claims.

Plaintiffs have filed an appeal to the United States Court of Appeal for the Third Circuit, which remains pending.

Beginning in August 2023, stockholder derivative actions purportedly on behalf of Viatris were filed in the WDPA against certain of the Company’s current and former officers, directors, and employees alleging that defendants failed to ensure that the Company was making truthful and accurate statements in connection with the disclosures alleged in the WDPA Viatris Class Action Litigation.

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Plaintiffs seek various forms of relief, including damages, disgorgement, restitution, costs and fees.

The Company, along with other manufacturers, distributors, pharmacies, pharmacy benefit managers, and individual healthcare providers is a defendant in more than 1,000 cases in the United States and Canada filed by various plaintiffs, including counties, cities and other local governmental entities, asserting civil claims related to sales, marketing and/or distribution practices with respect to prescription opioid products.

The Company, along with other manufacturers, distributors, pharmacies, pharmacy benefit managers, and individual healthcare providers, is a defendant in more than 1,000 cases in the United States and Canada filed by various plaintiffs,

including counties, cities and other local governmental entities, asserting civil claims related to sales, marketing and/or distribution practices with respect to prescription opioid products.

In addition, lawsuits have been filed as putative class actions including on behalf of children with Neonatal Abstinence Syndrome due to alleged exposure to opioids.

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On January 13, 2023, the Company received a civil subpoena from the Attorney General of the State of New York seeking information relating to opioids manufactured, marketed, or sold by the Company and related subject matter.

A similar subpoena was received in January 2024 from the Attorney General of the State of Alaska.

Beginning in January 2024, the Company has received similar subpoenas from the Attorneys General of Alaska, Oregon, Utah, Maryland, and Louisiana.

The Company is fully cooperating with these subpoena requests.

The Company has accrued $ 77.5 million in connection with the possible resolution of certain of these matters at December 31, 2023, which is included in other current liabilities in the consolidated balance sheets.

The Company has accrued approximately $ 270 million in connection with the possible resolution of certain of these matters at December 31, 2024, which is included in other current liabilities in the consolidated balance sheets.

Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time.

Meda Sweden Commercial Dispute

On August 30, 2021, Ocular AS and other related entities (“Claimants”) initiated an arbitration in Sweden against Meda OTC AB and Meda AB (collectively, “Meda”) alleging breach of a 2013 sale and purchase agreement between Claimants and Meda concerning commercialization of a dental hygiene product.

Claimants sought approximately $ 155 million in purported damages, plus interest and costs.

In May 2023, the arbitration panel ruled in Claimants’ favor and Meda resolved the matter for approximately $ 21.8 million, which was expensed and paid in 2023.

In 2013, the European Commission issued a decision finding that Lundbeck and several generic companies, including Generics [U.K.] Limited (“GUK”), had violated EU competition rules relating to various settlement agreements entered into in 2002 for citalopram.

After various appeals, the European Commission’s decision was upheld in March 2021.

On March 28, 2023, bodies of the national health authorities in England & Wales served a claim in the U.K.

On March 28, 2023, bodies of the national health authorities in England & Wales filed a case in the U.K.

Competition Appeals Tribunal against parties to the citalopram investigation, including GUK, seeking monetary damages, plus interest, purportedly arising from the settlement agreements.

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There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts accrued.

In 2014, the European Commission issued a decision finding that Servier SAS, and certain of its subsidiaries (“Servier”), along with several generic companies, including the Company, had violated EU competition rules relating to various settlement agreements for perindopril.

The settlement agreement involving the Company is a 2005 agreement entered into between Servier and Matrix Laboratories Ltd., which the Company acquired in 2007.

After various appeals, the European Commission’s decision was upheld in June 2024.

The Company satisfied its monetary obligation in 2014.

Bodies of national health authorities in England, Wales, Scotland, and Northern Ireland filed a case in the English High Court against Servier, seeking monetary damages, plus interest, purportedly arising from the settlement agreements.

Servier has joined the generic companies, including the Company, as defendants in this litigation.

In December 2024, health insurance funds located in the EU filed a case in the Amsterdam District Court against Servier and the generic companies, including the Company, seeking monetary damages, plus interest, purportedly arising from the settlement agreements.

Product Liability

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The lawsuits against the Company in the MDLs include putative and certified classes seeking the refund of the purchase price and other economic and punitive damages allegedly sustained by consumers and end payors as well as individuals seeking compensatory and punitive damages for personal injuries allegedly caused by ingestion of the medications.

Similar lawsuits pertaining to valsartan have been filed in other countries.

Third party payor, consumer and medical monitoring classes were certified in the valsartan MDL and a Rule 23(f) petition to appeal the certification decision was denied.

The Company has also received claims and inquiries related to these products, as well as requests to indemnify purchasers of the Company’s API and/or finished dose forms of these products.

A similar lawsuit pertaining to valsartan is pending in Israel.

Third party payor, consumer and medical monitoring classes were certified in the valsartan MDL.

The Company has also received requests to indemnify purchasers of the Company’s API and/or finished dose forms of these products.

The original master complaints concerning ranitidine were dismissed on December 31, 2020.

The end-payor plaintiff immediately appealed

The end-payor plaintiff immediately appealed to the U.S.

Court of Appeals for the Eleventh Circuit, which affirmed the dismissal.

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District Court for the District of South Carolina.

The District Court granted Pfizer’s motion for summary judgment and dismissed all of the federal cases in 2017, which was subsequently affirmed on appeal.

Since 2016, certain cases in the MDL were remanded to certain state courts.

In 2017, the District Court granted Pfizer’s motion for summary judgment, dismissing all of the cases pending in the MDL.

In June 2018, this dismissal was affirmed by the U.S.

Court of Appeals for the Fourth Circuit.

The state court proceedings remain pending in Missouri and New York.

Prior state court proceedings in California have now been terminated after the California Court previously granted motions (i) to exclude the opinions of plaintiffs’ only general causation expert in connection with his opinions involving the three lowest doses of Lipitor (10, 20 and 40 mg);

(ii) for summary judgment in connection with the 10, 20, and 40 mg plaintiffs;

and (iii) seeking the dismissal of the remaining cases involving the highest dose of Lipitor (80 mg).

State court proceedings remain pending in Missouri and New York.

Beginning in October 2024, the Company (including Greenstone LLC), Pfizer and certain entities related to Pfizer, and Prasco Labs have been named in a number of lawsuits filed in federal and state courts related to claims pertaining to Depo-Provera.

Certain of these lawsuits include allegations that individual plaintiffs developed meningiomas purportedly as a result of the ingestion of Depo-Provera or its authorized generic equivalent and seek compensatory and punitive damages.

Putative class complaints seeking relief in the form of medical monitoring for individuals from certain states who have taken Depo-Provera or its authorized generic equivalent, but have not developed meningiomas, have also been filed.

In February 2025, the federal lawsuits were transferred for consolidated pre-trial proceedings to an MDL in the U.S.

District Court for the Northern District of Florida.

Pfizer is the new drug application holder of Depo-Provera and markets and sells the branded version of the product.

Greenstone LLC was a subsidiary of Pfizer until the closing of the Combination and sold the authorized generic of Depo-Provera until the closing of the Combination.

Concurrently with the closing of the Combination, Pfizer divested the authorized generic of Depo-Provera to Prasco Labs.

The Company has sought to tender its defense and is seeking indemnification for these claims from Pfizer pursuant to the Separation and Distribution Agreement and Pfizer is seeking cross-indemnification from the Company pursuant to the Separation and Distribution Agreement with respect to the authorized generic product previously sold by Greenstone LLC.

Intellectual Property

The Company is involved in a number of patent litigation lawsuits involving the validity and/or infringement of patents held by branded pharmaceutical manufacturers including but not limited to the matters described below.

The Company is involved in a number of patent litigation lawsuits involving the validity and/or infringement of patents held by branded pharmaceutical manufacturers.

The Company uses its business judgment to decide to market and sell certain products, in each case based on its belief that the applicable patents are invalid and/or that its products do not infringe, notwithstanding the fact that allegations of patent infringement(s) or other potential third party rights have not been finally resolved by the courts.

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The Company also faces challenges to its patents, including suits in various jurisdictions pursuant to which generic drug manufacturers, payers, governments, or other parties are seeking damages for allegedly causing delay of generic entry.

An adverse decision in any of these matters could have an adverse effect that is material to our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

The Company has approximately $ 2.9 million accrued related to its intellectual property matters at December 31, 2024.

It is reasonably possible that we may incur additional losses and fees but we cannot estimate a range of such reasonably possible losses or legal fees related to these claims at this time.

Lyrica - United Kingdom

Beginning in 2014, Pfizer was involved in patent litigation in the English courts concerning the validity of its Lyrica pain use patent.

In 2015, the High Court of Justice in London ordered that the NHS England issue guidance for prescribers and pharmacists directing the prescription and dispensing of Lyrica by brand when pregabalin was prescribed for the treatment of neuropathic pain and entered a preliminary injunction against certain Sandoz group companies preventing the sale of Sandoz’s full label pregabalin product.

Pfizer undertook to compensate certain generic companies and NHS entities for losses caused by these orders, which remained in effect until patent expiration in July 2017.

In November 2018, the U.K.

Supreme Court ruled that all the relevant claims directed to neuropathic pain were invalid.

Reddy’s Laboratories filed a claim for monetary damages, interest, and costs in May 2020, followed by the Scottish Ministers and fourteen Scottish Health Boards (together, NHS Scotland) in July 2020.

In September 2020, Teva, Sandoz, Ranbaxy, Actavis, and the Secretary of State for Health and Social Care, together with 32 other NHS entities (together, NHS England, Wales, and Northern Ireland) filed their claims.

All of the claims have been resolved.

Beginning in January 2023, certain generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Yupelri® with associated Paragraph IV certifications.

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The companies have not filed Paragraph IV certifications to our compound patents, which currently expire in December 2025, with one compound patent subject to a patent term extension to October 2028.

In February 2023, we brought patent infringement actions against the generic filers in federal district courts, including the U.S.

Beginning in February 2023, we brought patent infringement actions against the generic filers in federal district courts, including the U.S.

District Court for the District of New Jersey, the U.S.

District Court for the District of Delaware, and the U.S.

District Court for the Middle District of North Carolina, asserting infringement of the patents by the generic companies.

The actions filed in Delaware and North Carolina have been dismissed and the actions will proceed in New Jersey.

The Company has entered into settlement agreements with Teva, Accord, Orbicular, and Lupin granting licenses to commercialize their generic versions of Yupelri® in April 2039 or earlier depending on certain circumstances.

District Court for the District of Delaware, the U.S.

District Court for the Middle District of North Carolina, and the U.S.

District Court for the Eastern District of Pennsylvania asserting infringement of the patents by the generic companies.

The actions filed in Delaware, North Carolina and Pennsylvania have been dismissed and the remaining actions will proceed in New Jersey.

The Company has entered into settlement agreements with Teva, Accord, Orbicular, Lupin, and Qilu granting licenses to commercialize their generic versions of Yupelri® in April 2039 or earlier depending on certain circumstances.

Three ANDA filers remain in the litigation.

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District Court of the District of New Jersey asserting infringement by the generic company.

In March 2024, Oyster Point filed an amended complaint asserting infringement with respect to four additional patents that were recently listed in the Orange Book for Tyrvaya® and also have expiration dates in October 2035.

This lawsuit automatically stays FDA approval of the generic company’s ANDA until December 6, 2025, or until an adverse court decision, if any, whichever may occur earlier.

The parties are awaiting the scheduling of a trial.

In September 2023, Sawai Pharmaceutical Co.

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With the granted extensions, the ‘353 patent has expiration dates for the Company’s 24µg and 12µg strengths of April 2025 and April 2027, respectively.

For the 12µg strength, other licensed patents with patent term extension dates – including one with an expiration of December 2028 – have not been challenged.

Beginning in April 2024, Sawai filed challenges with the JPO with respect to the 12µg strength, asserting invalidity of patent term extensions of five additional patents expiring in October 2025, September 2026, August 2027, November 2027, and December 2028, and challenged the validity of the August 2027 patent itself.

Other Litigation

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data