Viatris Inc 10-K

ITEM 8. Financial Statements And Supplementary Data Index to Consolidated Financial Statements and Supplementary Financial Information Page Management’s Report on Internal Control over Financial Reporting 78 Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 79 Consolidated Balance Sheets as of December 31, 2024 and 2023 83 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 84 Consolidated Statements of Comprehensive (Loss) Earnings for the Years Ended December 31, 2024, 2023 and 2022 85 Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022 86 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 87 Notes to Consolidated Financial Statements 88 77 Table of Contents Management’s Report on Internal Control over Financial Reporting Management of Viatris Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework ( 2013) , issued by COSO. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. As a result of this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024 based on the criteria in Internal Control - Integrated Framework (2013) issued by COSO. Our independent registered public accounting firm, Deloitte & Touche LLP (PCAOB ID No. 34 ), has audited the effectiveness of the Company’s internal control over financial reporting. Deloitte & Touche LLP’s opinion on the Company’s internal control over financial reporting appears on page 82 of this Annual Report on Form 10-K. 78 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Viatris Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Viatris Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill – Viatris Inc. 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, 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 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 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 79 Table of Contents unit. 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 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 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. We also considered third party reports related to macroeconomic and industry trends and made inquiries of management, including various regional commercial and operations leaders to assess key inputs in the forecast assumptions. • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates, and terminal growth rates, including (1) testing the source information underlying the determination of the discount rates and terminal growth rates and the mathematical accuracy of the calculations, (2) developing a range of independent estimates and comparing those to the discount rates selected by management, and (3) considering third party macroeconomic reports. Net Revenue Provisions – Sales Returns Accrual at MPI – Refer to Note 3 to the financial statements. Critical Audit Matter Description The Company provides customers with the ability to return product, which varies country by country in accordance with local practices, generally within a specified period prior (six months) and subsequent (twelve months) to the expiration date. The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns. 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. Given the volume of sales returns and the level of estimation uncertainty involved, auditing management’s judgments required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Net Revenue Provisions – Sales Returns Accrual at MPI included the following, among others: • We evaluated the Company’s methodology and assumptions in developing their sales returns accrual model, including assessing the completeness and accuracy of the underlying data used by management in their estimates. • We tested the effectiveness of controls over the calculation of the sales returns reserve at MPI. • We compared prior period sales returns accruals to sales returns credits subsequently issued to evaluate management’s ability to accurately forecast sales returns activity. 80 Table of Contents • We developed independent expectations of product-level sales returns accruals and sales returns accruals in the aggregate using the following: 1) historical sales and returns activity, 2) remaining shelf life information, 3) finished goods inventory on-hand at the end of the period, and 4) adjustments for known or anticipated sales return activity based on market dynamics (market prior to Viatris launch, impact of competition, and overall regulatory environment) and compared those to the recorded amounts. /s/ DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania February 27, 2025 We have served as the Company's auditor since 1976. 81 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Viatris Inc.: Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Viatris, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania February 27, 2025 82 Table of Contents VIATRIS INC. AND SUBSIDIARIES Consolidated Balance Sheets (In millions, except share and per share amounts) December 31, 2024 December 31, 2023 ASSETS Assets Current assets: Cash and cash equivalents $ 734.8 $ 991.9 Accounts receivable, net 3,221.3 3,700.4 Inventories 3,854.1 3,469.7 Prepaid expenses and other current assets 1,710.5 2,028.1 Assets held for sale — 2,786.0 Total current assets 9,520.7 12,976.1 Property, plant and equipment, net 2,666.1 2,759.6 Intangible assets, net 17,070.9 19,181.1 Goodwill 9,133.3 9,867.1 Deferred income tax benefit 753.0 692.9 Other assets 2,356.9 2,208.7 Total assets $ 41,500.9 $ 47,685.5 LIABILITIES AND EQUITY Liabilities Current liabilities: Accounts payable $ 1,853.7 $ 1,938.2 Income taxes payable 192.7 226.8 Current portion of long-term debt and other long-term obligations 8.3 1,943.4 Liabilities held for sale — 275.1 Other current liabilities 3,724.7 3,393.9 Total current liabilities 5,779.4 7,777.4 Long-term debt 14,038.9 16,188.1 Deferred income tax liability 1,107.9 1,735.7 Other long-term obligations 1,939.2 1,516.9 Total liabilities 22,865.4 27,218.1 Equity Viatris Inc. shareholders’ equity Common stock: $ 0.01 par value, 3,000,000,000 shares authorized; shares issued: 1,234,131,491 as of December 31, 2024 and 1,221,994,491 as of December 31, 2023 12.3 12.2 Additional paid-in capital 18,921.6 18,814.7 Retained earnings 3,418.8 4,639.7 Accumulated other comprehensive loss ( 3,212.9 ) ( 2,747.4 ) 19,139.8 20,719.2 Less: Treasury stock — at cost Common stock shares: 40,483,663 as of December 31, 2024 and 21,239,521 as of December 31, 2023 504.3 251.8 Total equity 18,635.5 20,467.4 Total liabilities and equity $ 41,500.9 $ 47,685.5 See Notes to Consolidated Financial Statements 83 Table of Contents VIATRIS INC. AND SUBSIDIARIES Consolidated Statements of Operations (In millions, except per share amounts) Year Ended December 31, 2024 2023 2022 Revenues: Net sales $ 14,692.8 $ 15,388.4 $ 16,218.1 Other revenues 46.5 38.5 44.6 Total revenues 14,739.3 15,426.9 16,262.7 Cost of sales 9,115.7 8,988.3 9,765.7 Gross profit 5,623.6 6,438.6 6,497.0 Operating expenses: Research and development 808.7 805.2 662.2 Acquired IPR&D 28.3 105.5 36.4 Selling, general and administrative 4,425.6 4,650.1 4,179.1 Litigation settlements and other contingencies, net 350.9 111.6 4.4 Total operating expenses 5,613.5 5,672.4 4,882.1 Earnings from operations 10.1 766.2 1,614.9 Interest expense 550.0 573.1 592.4 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 (loss) earnings $ ( 634.2 ) $ 54.7 $ 2,078.6 (Loss) earnings per share attributable to Viatris Inc. shareholders Basic $ ( 0.53 ) $ 0.05 $ 1.71 Diluted $ ( 0.53 ) $ 0.05 $ 1.71 Weighted average shares outstanding: Basic 1,193.3 1,200.3 1,212.1 Diluted 1,193.3 1,206.9 1,217.4 See Notes to Consolidated Financial Statements 84 Table of Contents VIATRIS INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Earnings (In millions) Year Ended December 31, 2024 2023 2022 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 ) Change in unrecognized (loss) gain and prior service cost related to defined benefit plans ( 20.6 ) ( 18.7 ) 279.1 Net unrecognized gain (loss) on derivatives in cash flow hedging relationships 53.4 13.9 ( 36.9 ) 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 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 85 Table of Contents VIATRIS INC. AND SUBSIDIARIES Consolidated Statements of Equity (In millions, except share amounts) Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity Common Stock Treasury Stock Shares Cost Shares Cost Balance at December 31, 2021 1,209,507,463 $ 12.1 $ 18,536.1 $ 3,688.8 — $ — $ ( 1,744.3 ) $ 20,492.7 Net earnings — — — 2,078.6 — — — 2,078.6 Other comprehensive loss, net of tax — — — — — — ( 1,016.9 ) ( 1,016.9 ) Share-based compensation expense — — 116.4 — — — — 116.4 Issuance of restricted stock, net 3,972,427 — 1.6 — — — — 1.6 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 — — — ( 591.8 ) — — — ( 591.8 ) Balance at December 31, 2022 1,213,793,231 $ 12.1 $ 18,645.8 $ 5,175.6 — $ — $ ( 2,761.2 ) $ 21,072.3 Net earnings — $ — $ — $ 54.7 — $ — $ — $ 54.7 Other comprehensive earnings, net of tax — — — — — — 13.8 13.8 Share-based compensation expense — — 180.7 — — — — 180.7 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 ) Issuance of common stock 309,219 — 3.1 — — — — 3.1 Cash dividends declared, $ 0.48 per common share — — — ( 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 loss — $ — $ — $ ( 634.2 ) — $ — $ — $ ( 634.2 ) Other comprehensive loss, net of tax — — — — — — ( 465.5 ) ( 465.5 ) Share-based compensation expense — 146.1 — — — — 146.1 Issuance of restricted stock and stock options exercised, net 11,918,687 0.1 10.6 — — — — 10.7 Common stock repurchase — — — — 19,244,142 ( 252.5 ) — ( 252.5 ) Taxes related to the net share settlement of equity awards — — ( 52.3 ) — — — — ( 52.3 ) Issuance of common stock 218,313 — 2.5 — — — — 2.5 Cash dividends declared, $ 0.48 per common share — — — ( 586.7 ) — — — ( 586.7 ) 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 See Notes to Consolidated Financial Statements 86 Table of Contents VIATRIS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In millions) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: 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 benefit ( 767.6 ) ( 387.1 ) ( 25.9 ) Litigation settlements and other contingencies, net 274.5 86.8 ( 1.7 ) 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 Changes in operating assets and liabilities: Accounts receivable 300.1 78.6 ( 240.3 ) Inventories ( 723.4 ) ( 613.3 ) ( 259.5 ) Trade accounts payable 36.0 314.7 170.2 Income taxes 219.3 ( 76.7 ) 25.3 Other operating assets and liabilities, net ( 150.6 ) ( 414.6 ) ( 618.3 ) Net cash provided by operating activities 2,302.9 2,900.0 2,999.0 Cash flows from investing activities: Cash paid for acquisitions, net of cash acquired ( 350.0 ) ( 667.7 ) — Capital expenditures ( 326.0 ) ( 377.0 ) ( 406.0 ) Payments for product rights and other, net ( 20.8 ) ( 97.5 ) ( 37.0 ) 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 Purchase of marketable securities ( 26.0 ) ( 26.3 ) ( 30.2 ) Proceeds from the sale of marketable securities 26.0 26.3 29.9 Net cash provided by (used in) investing activities 1,800.7 ( 864.5 ) 1,474.1 Cash flows from financing activities: Proceeds from issuance of long-term debt — 0.3 1,875.6 Payments of long-term debt ( 3,713.7 ) ( 1,250.2 ) ( 3,662.5 ) Payments of financing fees ( 4.8 ) ( 0.5 ) ( 1.9 ) Change in short-term borrowings, net — 0.3 ( 1,493.2 ) Purchase of common stock ( 250.0 ) ( 250.0 ) — Taxes paid related to net share settlement of equity awards ( 53.3 ) ( 38.2 ) ( 17.3 ) Contingent consideration payments ( 31.5 ) ( 8.4 ) ( 18.9 ) Cash dividends paid ( 574.8 ) ( 575.6 ) ( 581.6 ) Non-contingent payments for product rights — ( 9.7 ) — Issuance of common stock 2.5 3.1 3.3 Other items, net 295.2 ( 173.0 ) 18.6 Net cash used in financing activities ( 4,330.4 ) ( 2,301.9 ) ( 3,877.9 ) Effect on cash of changes in exchange rates ( 30.7 ) ( 2.5 ) ( 38.9 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 257.5 ) ( 268.9 ) 556.3 Cash, cash equivalents and restricted cash — beginning of period 993.6 1,262.5 706.2 Cash, cash equivalents and restricted cash — end of period $ 736.1 $ 993.6 $ 1,262.5 Supplemental disclosures of cash flow information — Cash paid during the period for: Income taxes $ 514.0 $ 570.9 $ 735.2 Interest $ 561.1 $ 611.6 $ 642.5 See Notes to Consolidated Financial Statements 87 Table of Contents Viatris Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Nature of Operations 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: Developed Markets, Greater China, JANZ, and Emerging Markets. 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. 2. Summary of Significant Accounting Policies Principles of Consolidation. The consolidated financial statements include the accounts of Viatris and those of its wholly owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates. Foreign Currencies. The consolidated financial statements are presented in U.S. Dollars, the reporting currency of Viatris. Statements of Operations and Cash Flows of all of the Company’s subsidiaries that have functional currencies other than U.S. Dollars are translated at a weighted average exchange rate for the period for inclusion in the consolidated statements of operations and cash flows, whereas assets and liabilities are translated at the end of the period exchange rates for inclusion in the consolidated balance sheets. Translation differences are recorded directly in shareholders’ equity as foreign currency translation adjustments. Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency, which arise as a result of changes in foreign currency exchange rates, are recorded in the consolidated statements of operations. 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. dollar as our functional currency in Turkey, which historically utilized the Turkish lira as the functional currency. Application of the guidance in ASC 830 did not have a material impact on our consolidated financial statements for the years ended December 31, 2024, 2023 and 2022. Cash and Cash Equivalents. Cash and cash equivalents are comprised of highly liquid investments with an original maturity of three months or less at the date of purchase. 88 Table of Contents Debt and Equity Securities. 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 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 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 equity securities without readily determinable fair values are assessed for potential impairment on a quarterly basis based on qualitative factors. Concentrations of Credit Risk. Financial instruments that potentially subject the Company to credit risk consist principally of interest-bearing investments, derivatives and accounts receivable. Viatris invests its excess cash in high-quality, liquid money market instruments, principally overnight deposits and highly rated money market funds. The Company maintains deposit balances at certain financial institutions in excess of federally insured amounts. Periodically, the Company reviews the creditworthiness of its counterparties to derivative transactions, and it does not expect to incur a loss from failure of any counterparties to perform under agreements it has with such counterparties. Inventories. Inventories are stated at the lower of cost and net realizable value, with cost principally determined by the weighted average cost method. Provisions for potentially obsolete or slow-moving inventory, including pre-launch inventory, are made based on our analysis of product dating, inventory levels, historical obsolescence and future sales forecasts. Included as a component of cost of sales is expense related to the net realizable value of inventories. Property, Plant and Equipment. Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed and recorded on a straight-line basis over the assets’ estimated service lives ( 3 to 18 years for machinery and equipment and other fixed assets and 15 to 39 years for buildings and improvements). Capitalized software is included in property, plant and equipment and is amortized over estimated useful lives ranging from 3 to 7 years. Intangible Assets and Goodwill. Intangible assets are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from 3 to 20 years. The Company periodically reviews the estimated useful lives of intangible assets and makes adjustments when events indicate that a shorter life is appropriate. The Company accounts for acquired businesses using the acquisition method of accounting in accordance with the provisions of ASC 805, Business Combinations , which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective estimated fair values. The cost to acquire businesses is allocated to the underlying net assets of the acquired business based on estimates of their respective fair values. Amounts allocated to acquired IPR&D are capitalized at the date of acquisition and, at that time, such IPR&D assets have indefinite lives. As products in development are approved for sale, amounts are allocated to product rights and licenses and will be amortized over their estimated useful lives. Finite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Purchases of developed products and licenses that are accounted for as asset acquisitions, including milestone payments related to development compounds due upon receipt of regulatory approvals, are capitalized as intangible assets and amortized over an estimated useful life. IPR&D assets acquired as part of an asset acquisition are expensed immediately if they have no alternative future uses. 89 Table of Contents The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable based on management's assessment of the fair value of the Company's reporting units as compared to their related carrying value. Under the authoritative guidance issued by the FASB, we have the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If we choose to use qualitative factors and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test would be required. The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare the fair value of the reporting unit with its carrying amount. If the carrying amount is less than its fair value, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, an impairment charge is recorded for the difference. The judgments made in determining the projected cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. Indefinite-lived intangible assets, principally IPR&D acquired as part of business combinations, are tested at least annually for impairment or upon the occurrence of a triggering event. The impairment test for IPR&D consists of a comparison of the asset’s fair value with its carrying value. Impairment is determined to exist when the fair value of IPR&D assets, which is based upon updated forecasts and commercial development plans, is less than the carrying value of the assets being tested. Contingent Consideration. Viatris records contingent consideration liabilities resulting from business acquisitions or divestitures at its estimated fair value on the acquisition or divestiture date. Each reporting period thereafter, the Company revalues these obligations and records increases or decreases in their fair value as adjustments to litigation settlements and other contingencies, net within the consolidated statements of operations. Changes in the fair value of the contingent consideration obligations can result from adjustments to the discount rates, payment periods and adjustments in the probability of achieving future development steps, regulatory approvals, market launches, operating results, sales targets and profitability. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Significant judgment is employed in determining the assumptions utilized as of the acquisition or divestiture date and for each subsequent measurement period. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated financial condition and results of operations. Viatris records contingent consideration assets resulting from divestitures when the contingent consideration is resolved. Impairment of Long-Lived Assets. The carrying values of long-lived assets, which include property, plant and equipment and intangible assets with finite lives, are evaluated periodically in relation to the expected future undiscounted cash flows of the underlying assets and monitored for other potential triggering events. The assessment for impairment 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. If the carrying amount is greater than the undiscounted cash flows, the Company recognizes an impairment loss for the excess of the carrying amount over the estimated fair value based on discounted cash flows. Significant management judgment is involved in estimating the recoverability of these assets and is dependent upon the accuracy of the assumptions used in making these estimates, as well as how the estimates compare to the eventual future operating performance of the specific asset or asset grouping. Any future long-lived assets impairment charges could have a material impact on the Company’s consolidated financial condition and results of operations. 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 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 expense (income), net . For divestitures of products that qualify as assets, the Company records the gain or loss on sale within SG&A. Short-Term Borrowings. 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 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. 90 Table of Contents Revenue Recognition. The Company recognizes revenues in accordance with ASC 606, Revenue from Contracts with Customers . Under ASC 606, the Company recognizes net revenue for product sales when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recorded net of provisions for variable consideration, including discounts, rebates, governmental rebate programs, price adjustments, returns, chargebacks, promotional programs and other sales allowances. Accruals for these provisions are presented in the consolidated financial statements as reductions in determining net sales and as a contra asset in accounts receivable, net (if settled via credit) and other current liabilities (if paid in cash). Amounts recorded for revenue deductions can result from a complex series of judgements about future events and uncertainties and can rely heavily on estimates and assumptions. The following section briefly describes the nature of our provisions for variable consideration and how such provisions are estimated: • Chargebacks : the Company has agreements with certain indirect customers, such as independent pharmacies, retail pharmacy chains, managed care organizations, hospitals, nursing homes, governmental agencies and pharmacy benefit managers, which establish contract prices for certain products. The indirect customers then independently select a wholesaler from which to purchase the products at these contracted prices. Alternatively, certain wholesalers may enter into agreements with indirect customers that establish contract pricing for certain products, which the wholesalers provide. Under either arrangement, Viatris will provide credit to the wholesaler for any difference between the contracted price with the indirect party and the wholesaler’s invoice price. Such credits are called chargebacks. The provision for chargebacks is based on expected sell-through levels by our wholesaler customers to indirect customers, as well as estimated wholesaler inventory levels. • Rebates, promotional programs and other sales allowances : this category includes rebate and other programs to assist in product sales. These programs generally provide that the customer receives credit directly related to the amount of purchases or credits upon the attainment of pre-established volumes. Also included in this category are prompt pay discounts, administrative fees and price adjustments to reflect decreases in the selling prices of products. • Returns : consistent with industry practice, Viatris maintains a return policy that allows customers to return a product, which varies country by country in accordance with local practices, generally within a specified period prior (six months) and subsequent (twelve months) to the expiration date. The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns. Generally, returned products are destroyed and customers are refunded the sales price in the form of a credit. • Governmental rebate programs : government reimbursement programs in the U.S. include Medicare, Medicaid, and State Pharmacy Assistance Programs established according to statute, regulations and policy. Manufacturers of pharmaceutical products that are covered by the Medicaid program are required to pay rebates to each state based on a statutory formula set forth in the Social Security Act. Medicare beneficiaries are eligible to obtain discounted prescription drug coverage from private sector providers. In addition, certain states have also implemented supplemental rebate programs that obligate manufacturers to pay rebates in excess of those required under federal law. Our estimate of these rebates is based on the historical trends of rebates paid as well as on changes in wholesaler inventory levels and increases or decreases in the level of sales. We estimate discounts on branded prescription drug sales to Medicare Part D participants in the Medicare “coverage gap” based on historical experience of prescriptions and utilization expected to result in the discount of the “coverage gap”. Outside the U.S., the majority of our pharmaceutical sales are contractually or legislatively governed. In certain European countries, certain rebates are calculated on the governments total pharmaceutical spending or on specific product sale thresholds. We utilize historical data and obtain third party information to determine the adequacy of these accruals. Also, this provision includes price reductions that are mandated by law outside of the U.S. Our net sales may be impacted by wholesaler and distributor inventory levels of our products, which can fluctuate throughout the year due to the seasonality of certain products, pricing, the timing of product demand, purchasing decisions and other factors. Such fluctuations may impact the comparability of our net sales between periods. Consideration received from licenses of intellectual property is recorded as other revenues. Royalty or profit share amounts, which are based on sales of licensed products or technology, are recorded when the customer’s subsequent sales or usages occur. Such consideration is included in other revenues in the consolidated statements of operations. Receivables, including deferred consideration, with terms in excess of one year are initially recorded at their net present value using discount rates reflecting the relative credit risk. 91 Table of Contents Research and Development. R&D expenses are charged to operations as incurred. R&D expense consists of costs incurred in performing research and development activities, including but not limited to, compensation and benefits, facilities and overhead expense, clinical trial expense and fees paid to contract research organizations. Acquired IPR&D. Acquired IPR&D expense includes the initial cost of externally developed IPR&D projects, acquired directly in a transaction other than a business combination, that do not have an alternative future use. Additionally, the related milestone payment obligations that are incurred prior to regulatory approval of the compound are recorded as acquired IPR&D expense when the event triggering the obligation to pay the milestone occurs. Income Taxes. Income taxes have been provided for using an asset and liability approach in which deferred income taxes reflect the tax consequences on future years of events that the Company has already recognized in the financial statements or tax returns. Changes in enacted tax rates or laws may result in adjustments to the recorded tax assets or liabilities in the period that the new tax law is enacted. Earnings per Share. 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 (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 (loss) earnings per share attributable to Viatris Inc. are calculated as follows: Year Ended December 31, (In millions, except per share amounts) 2024 2023 2022 Basic (loss) earnings attributable to Viatris Inc. common shareholders (numerator): Net (loss) earnings attributable to Viatris Inc. common shareholders $ ( 634.2 ) $ 54.7 $ 2,078.6 Shares (denominator): Weighted average shares outstanding 1,193.3 1,200.3 1,212.1 Basic (loss) earnings per share attributable to Viatris Inc. shareholders $ ( 0.53 ) $ 0.05 $ 1.71 Diluted (loss) earnings attributable to Viatris Inc. common shareholders (numerator): Net (loss) earnings attributable to Viatris Inc. common shareholders $ ( 634.2 ) $ 54.7 $ 2,078.6 Shares (denominator): Weighted average shares outstanding 1,193.3 1,200.3 1,212.1 Share-based awards — 6.6 5.3 Total dilutive shares outstanding 1,193.3 1,206.9 1,217.4 Diluted (loss) earnings per share attributable to Viatris Inc. shareholders $ ( 0.53 ) $ 0.05 $ 1.71 Additional stock awards and Restricted Stock Awards were outstanding during the years ended December 31, 2024, 2023 and 2022 but were not included in the computation of diluted earnings per share for each respective period because the effect would be anti-dilutive. Excluded shares also include certain share-based compensation awards and restricted shares whose performance conditions had not been fully met. Such excluded shares and anti-dilutive awards represented 19.9 million, 16.4 million and 11.8 million shares for the years ended December 31, 2024, 2023 and 2022, respectively. The Company paid quarterly cash dividends of $ 0.12 per share on the Company’s issued and outstanding common stock on March 18, 2024, June 14, 2024, September 13, 2024 and December 13, 2024. On February 24, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.12 per share on the Company’s issued and outstanding common stock, which will be payable on March 18, 2025 to shareholders of record as of the close of business on March 10, 2025. 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 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. 92 Table of Contents 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 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 had repurchased a total of $ 500 million in shares through December 31, 2024 under the program. Share-Based Compensation. The fair value of share-based compensation is recognized as expense in the consolidated statements of operations over the vesting period. Derivatives. From time to time the Company may enter into derivative financial instruments (mainly foreign currency exchange forward contracts, interest rate swaps and purchased equity call options) designed to: 1) hedge the cash flows resulting from existing assets and liabilities and transactions expected to be entered into over the next 24 months in currencies other than the functional currency, 2) hedge the variability in interest expense on floating rate debt, 3) hedge the fair value of fixed-rate notes, 4) hedge against changes in interest rates that could impact future debt issuances, 5) hedge cash or share payments required on conversion of issued convertible notes, 6) hedge a net investment in a foreign operation, or 7) economically hedge the foreign currency exposure associated with the purchase price of non-U.S. acquisitions or divestitures. Derivatives are recognized as assets or liabilities in the consolidated balance sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge, changes in the fair value are deferred through other comprehensive earnings. 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 expense (income), net . Financial Instruments. The Company’s financial instruments consist primarily of short-term and long-term debt, interest rate swaps, forward contracts and option contracts. The Company’s financial instruments also include cash and cash equivalents as well as accounts and other receivables and accounts payable, the fair values of which approximate their carrying values. As a policy, the Company does not engage in speculative or leveraged transactions. The Company carries derivative instruments in the consolidated balance sheets at fair value, determined by reference to market data such as forward rates for currencies, implied volatility, and interest rate swap yield curves. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. In addition, the Company has designated certain long-term debt instruments as net investment hedges. Recent Accounting Pronouncements. Adoption of New Accounting Standards 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. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. On December 21, 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC 848 until December 31, 2024. ASU 93 Table of Contents 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): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. 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 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 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. 3. Revenue Recognition and Accounts Receivable The following table presents the Company’s net sales by product category for each of our reportable segments for the years ended December 31, 2024, 2023, and 2022, respectively: (In millions) 2024 Net Sales Product Category Developed Markets Greater China JANZ Emerging Markets Total Brands 4,731.6 2,156.7 744.2 1,567.8 9,200.3 Generics 4,197.8 9.8 602.0 682.9 5,492.5 Total Viatris $ 8,929.4 $ 2,166.5 $ 1,346.2 $ 2,250.7 $ 14,692.8 94 Table of Contents (In millions) 2023 Net Sales Product Category Developed Markets Greater China JANZ Emerging Markets Total Brands 5,239.0 2,152.1 782.9 1,626.5 9,800.5 Generics 4,012.9 8.3 641.6 925.1 5,587.9 Total Viatris $ 9,251.9 $ 2,160.4 $ 1,424.5 $ 2,551.6 $ 15,388.4 (In millions) 2022 Net Sales Product Category Developed Markets Greater China JANZ Emerging Markets Total Brands 5,160.4 2,190.7 922.6 1,615.9 9,889.6 Generics 4,608.5 10.5 709.8 999.7 6,328.5 Total Viatris $ 9,768.9 $ 2,201.2 $ 1,632.4 $ 2,615.6 $ 16,218.1 ____________ (a) Amounts include the impact of foreign currency translations compared to the prior year period. (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: Year Ended December 31, (In millions) 2024 2023 2022 Select Key Global Products Lipitor ® $ 1,468.8 $ 1,559.3 $ 1,635.2 Norvasc ® 673.3 732.4 775.1 Lyrica ® 495.4 556.5 623.8 Viagra ® 395.6 428.8 458.9 EpiPen® Auto-Injectors 392.0 442.2 378.0 Creon ® 328.2 304.9 304.0 Celebrex ® 285.6 330.6 338.1 Effexor ® 252.9 262.9 279.6 Zoloft ® 235.7 235.7 246.2 Xalabrands 166.4 193.2 195.1 Select Key Segment Products Yupelri ® $ 238.5 $ 220.8 $ 202.1 Dymista ® 188.0 200.0 179.8 Influvac ® 178.7 192.4 225.5 Amitiza ® 149.2 157.0 167.9 Xanax ® 145.0 154.8 156.5 ____________ (a) The Company does not disclose net sales for any products considered competitively sensitive. (b) Products disclosed may change in future periods, including as a result of seasonality, competition or new product launches. (c) Amounts include the impact of foreign currency translations compared to the prior year period. (d) Refer to intellectual property matters included in Note 19 Litigation for additional information regarding Yupelri® and Amitiza®. 95 Table of Contents Variable Consideration and Accounts Receivable The following table presents a reconciliation of gross sales to net sales by each significant category of variable consideration during the years ended December 31, 2024, 2023 and 2022, respectively: Year Ended December 31, (In millions) 2024 2023 2022 Gross sales $ 24,905.2 $ 25,693.1 $ 27,662.1 Gross to net adjustments: Chargebacks ( 5,008.7 ) ( 5,457.9 ) ( 6,192.2 ) Rebates, promotional programs and other sales allowances ( 4,193.1 ) ( 3,857.6 ) ( 4,346.2 ) Returns ( 292.5 ) ( 223.2 ) ( 296.7 ) Governmental rebate programs ( 718.1 ) ( 766.0 ) ( 608.9 ) Total gross to net adjustments $ ( 10,212.4 ) $ ( 10,304.7 ) $ ( 11,444.0 ) Net sales $ 14,692.8 $ 15,388.4 $ 16,218.1 ____________ (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, 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 Rebates, promotional programs and other sales allowances 1,102.9 4,193.1 ( 3,986.8 ) ( 42.3 ) 1,266.9 Returns 425.4 292.5 ( 312.5 ) ( 4.5 ) 400.9 Governmental rebate programs 421.3 718.1 ( 751.6 ) ( 13.1 ) 374.7 Total $ 2,479.9 $ 10,212.4 $ ( 10,094.5 ) $ ( 61.4 ) $ 2,536.4 Accruals for these provisions are presented in the consolidated financial statements as reductions in determining net revenues and as a contra asset in accounts receivable, net (if settled via credit) and other current liabilities (if paid in cash). Accounts receivable are presented net of allowances relating to these provisions, which were comprised of the following at December 31, 2024 and 2023, respectively: (In millions) December 31, 2024 December 31, 2023 Accounts receivable, net $ 1,547.0 $ 1,483.6 Other current liabilities 989.4 996.3 Total $ 2,536.4 $ 2,479.9 We have not made and do not anticipate making any significant changes to the methodologies that we use to measure provisions for variable consideration; however, the balances within these reserves can fluctuate significantly through the consistent application of our methodologies. Historically, we have not recorded in any current period any material amounts related to adjustments made to prior period reserves. 96 Table of Contents Accounts receivable, net was comprised of the following at December 31, 2024 and 2023, respectively: (In millions) December 31, 2024 December 31, 2023 Trade receivables, net $ 2,675.3 $ 2,823.8 Other receivables 546.0 876.6 Accounts receivable, net $ 3,221.3 $ 3,700.4 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. Approximately 29 % and 28 % of the accounts receivable balances represent amounts due from three customers at December 31, 2024 and 2023, respectively. Accounts Receivable Factoring Arrangements We have entered into accounts receivable factoring agreements with financial institutions to sell certain of our non-U.S. accounts receivable. These transactions are accounted for as sales and result in a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyers. Our factoring agreements do not allow for recourse in the event of uncollectibility, and we do not retain any interest in the underlying accounts receivable once sold. We derecognized $ 68.5 million and $ 30.8 million of accounts receivable as of December 31, 2024 and 2023, respectively, under these factoring arrangements. Additionally, in 2023, we entered into a similar arrangement for certain European countries. 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 . 4. 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. The U.S. 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. 97 Table of Contents 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 $ 2.1 IPR&D 675.0 Goodwill 19.5 Total assets acquired $ 696.6 Current liabilities 1.6 Net assets acquired $ 695.0 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 During the first quarter of 2023, the Company completed the acquisition of Oyster Point for approximately $ 427.4 million in cash, which included $ 11 per share paid to Oyster Point stockholders through a tender offer, payment for vested share-based awards, and the repayment of the Oyster Point debt. Vested share-based awards to acquire Oyster Point common stock that were outstanding immediately prior to the closing of the acquisition were cancelled in exchange for the right to receive an amount in cash based upon a formula contained within the merger agreement. The unvested share-based awards were converted into Viatris share-based awards based upon a formula contained within the merger agreement. In accordance with U.S. GAAP, the Company used the acquisition method of accounting to account for this transaction. 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, 2023, the Company incurred acquisition related costs of approximately $ 22.8 million, which were recorded primarily in SG&A in the consolidated statement of operations. 98 Table of Contents During the year ended December 31, 2023, adjustments were made to the preliminary purchase price recorded at January 3, 2023, and are reflected as “Measurement Period Adjustments” in the table below. The U.S. GAAP purchase price was $ 392.7 million, net of cash acquired. The allocation of the purchase price to the assets acquired and liabilities assumed for Oyster Point is as follows: (In millions) Preliminary Purchase Price Allocation as of January 3, 2023 (a) Measurement Period Adjustments (b) Purchase Price Allocation as of December 31, 2023 (as adjusted) Current assets (excluding inventories and net of cash acquired) $ 26.9 $ — $ 26.9 Inventories 37.8 — 37.8 Property, plant and equipment 1.4 — 1.4 Identified intangible assets 334.0 — 334.0 Goodwill 5.9 0.8 6.7 Deferred income tax benefit 17.7 ( 0.8 ) 16.9 Other assets 7.7 — 7.7 Total assets acquired $ 431.4 $ — $ 431.4 Current liabilities 37.0 — 37.0 Other noncurrent liabilities 1.7 — 1.7 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 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. Significant assumptions utilized in the valuation of identified intangible assets were based on company specific information and projections which are not observable in the market and are thus considered Level 3 measurements as defined by U.S. GAAP. The goodwill of $ 6.7 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 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. The total revenues of Oyster Point for the period from the acquisition date to December 31, 2023 were $ 41.7 million and net loss, net of tax, was approximately $ 163.1 million. The net loss for the period includes the effect of the purchase accounting adjustments and acquisition related costs. The following table presents supplemental unaudited pro forma information for the acquisition, as if it had occurred on January 1, 2022. The unaudited pro forma results reflect certain adjustments related to past operating performance and acquisition accounting adjustments, such as increased amortization expense based on the fair value of assets acquired, the impact of transaction costs and the related income tax effects. The unaudited pro forma results do not include any anticipated synergies which may be achievable, or have been achieved, subsequent to the closing of the acquisition. Accordingly, the unaudited pro forma results are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the stated date above, nor are they indicative of the future operating results of Viatris and its subsidiaries. 99 Table of Contents Year Ended (Unaudited, in millions, except per share amounts) December 31, 2023 December 31, 2022 Total revenues $ 15,426.9 $ 16,283.4 Net earnings $ 93.8 $ 1,905.7 Earnings per share: Basic $ 0.08 $ 1.57 Diluted $ 0.08 $ 1.57 Weighted average shares outstanding: Basic 1,200.3 1,212.1 Diluted 1,206.9 1,217.4 Famy Life Sciences Acquisition On November 7, 2022, the Company entered into a definitive agreement to acquire the remaining equity shares of Famy Life Sciences, a privately-owned research company with a complementary portfolio of ophthalmology therapies under development, for consideration of $ 281 million. The Company had previously entered into a Master Development Agreement with Famy Life Sciences on December 20, 2019 under which the Company obtained rights with respect to acquiring certain pharmaceutical products and a 13.5 % equity interest in Famy Life Sciences for $ 25.0 million. The investment was accounted for in accordance with ASC 321, Investments - Equity Securities . 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 expense (income), net in the consolidated statements of operations. In accordance with U.S. GAAP, the Company used the acquisition method of accounting to account for this transaction. 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. The U.S. GAAP purchase price allocated to the transaction was $ 325.0 million, which consisted of $ 281 million of cash consideration paid for the remaining equity shares and $ 43.9 million for the fair value of the pre-existing 13.5 % equity interest. During the year ended December 31, 2023, an adjustment was made to the preliminary purchase price recorded at January 3, 2023, and is reflected as “Measurement Period Adjustments” in the table below. The allocation of the purchase price to the assets acquired and liabilities assumed for Famy Life Sciences is as follows: (In millions) Preliminary Purchase Price Allocation as of January 3, 2023 (a) Measurement Period Adjustments (b) Purchase Price Allocation as of December 31, 2023 (as adjusted) IPR&D $ 290.0 $ — $ 290.0 Goodwill 89.3 ( 0.1 ) 89.2 Total assets acquired $ 379.3 $ ( 0.1 ) $ 379.2 Current liabilities 2.2 — 2.2 Deferred tax liabilities 52.1 ( 0.1 ) 52.0 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. (b) The measurement period adjustment was recorded in the fourth quarter of 2023 and is related to income taxes. 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 $ 290.0 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 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 100 Table of Contents 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. 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 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, 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. 5. Divestitures 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 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 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 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.) 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. 101 Table of Contents OTC 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, 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 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. API 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 In the fourth quarter of 2022, the commercialization rights in the Upjohn Distributor Markets met the criteria to be classified as held for sale. 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 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 at closing. 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. 102 Table of Contents 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. 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 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. The Company had previously entered into an exclusive collaboration with Biocon on the development, manufacturing, supply and commercialization of multiple, high value biosimilar compounds and three insulin analog products for the global marketplace. The collaboration was terminated upon closing of the Biocon Biologics Transaction. Assets and Liabilities Held for Sale 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 Accounts receivable, net $ 112.1 Inventories 422.4 Prepaid expenses and other current assets 7.5 Property, plant and equipment, net 262.2 Intangible assets, net 1,946.0 Goodwill 188.0 Other assets 5.1 Valuation allowance on assets held for sale ( 157.3 ) Total assets held for sale $ 2,786.0 Liabilities held for sale Accounts payable $ 137.4 Other current liabilities 35.3 Deferred income tax liability 77.2 Other long-term obligations 25.2 Total liabilities held for sale $ 275.1 103 Table of Contents 6. Balance Sheet Components Selected balance sheet components consist of the following: Cash and restricted cash (In millions) December 31, 2024 December 31, 2023 December 31, 2022 Cash and cash equivalents $ 734.8 $ 991.9 $ 1,259.9 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 Inventories (In millions) December 31, 2024 December 31, 2023 Raw materials $ 1,345.9 $ 731.7 Work in process 527.3 602.1 Finished goods 1,980.9 2,135.9 Inventories $ 3,854.1 $ 3,469.7 Inventory reserves totaled $ 454.5 million and $ 479.3 million at December 31, 2024 and 2023, respectively. Included as a component of cost of sales is expense related to the net realizable value of inventories of $ 289.3 million, $ 226.9 million and $ 326.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Prepaid expenses and other current assets (In millions) December 31, 2024 December 31, 2023 Prepaid expenses $ 140.9 $ 155.9 Deferred consideration due from Biocon Biologics — 321.2 Available-for-sale fixed income securities 38.0 37.0 Fair value of financial instruments 261.6 106.2 Equity securities 55.5 49.3 Deferred charge for taxes on intercompany profit 526.6 747.3 Income tax receivable 300.7 340.2 Other current assets 387.2 271.0 Prepaid expenses and other current assets $ 1,710.5 $ 2,028.1 Prepaid expenses consist primarily of prepaid rent, insurance and other individually insignificant items. Property, plant and equipment, net (In millions) December 31, 2024 December 31, 2023 Machinery and equipment $ 2,894.7 $ 2,774.5 Buildings and improvements 1,464.3 1,444.4 Construction in progress 397.1 431.2 Land and improvements 113.2 120.2 Gross property, plant and equipment 4,869.3 4,770.3 Accumulated depreciation 2,203.2 2,010.7 Property, plant and equipment, net $ 2,666.1 $ 2,759.6 104 Table of Contents Capitalized software costs included in our consolidated balance sheets were $ 157.7 million and $ 167.2 million, net of accumulated depreciation, at December 31, 2024 and 2023, respectively. The Company periodically reviews the estimated useful lives of assets and makes adjustments when appropriate. Depreciation expense was approximately $ 357.0 million, $ 362.1 million and $ 349.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Other assets (In millions) December 31, 2024 December 31, 2023 CCPS in Biocon Biologics $ 1,349.8 $ 976.3 Operating lease right-of-use assets 253.1 245.6 Non-marketable equity investments (1) — 165.7 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 (In millions) December 31, 2024 December 31, 2023 Trade accounts payable $ 1,355.3 $ 1,381.4 Other payables 498.4 556.8 Accounts payable $ 1,853.7 $ 1,938.2 The Company has certain voluntary supply chain finance programs with financial intermediaries which provide participating suppliers the option to be paid by the intermediary earlier than the original invoice due date. The Company’s responsibility is limited to making payments on the terms originally negotiated with the suppliers, regardless of whether the intermediary pays the supplier in advance of the original due date. The range of payment terms the Company negotiates with suppliers are consistent, regardless of whether a supplier participates in a supply chain finance program. The total amounts due to financial intermediaries to settle supplier invoices under supply chain finance programs as of December 31, 2024 and 2023 were $ 41.9 million and $ 65.1 million, respectively. 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 $ 65.1 Invoices confirmed during the year 157.5 Confirmed invoices paid during the year ( 180.7 ) Confirmed obligations outstanding at the end of the year $ 41.9 105 Table of Contents Other current liabilities (In millions) December 31, 2024 December 31, 2023 Accrued sales allowances $ 989.4 $ 996.3 Payroll and employee benefit liabilities 729.3 844.5 Legal and professional accruals, including litigation accruals 472.8 244.0 Contingent consideration 59.5 76.1 Accrued restructuring 63.4 36.4 Accrued interest 49.9 66.8 Fair value of financial instruments 125.8 124.6 Operating lease liability 87.1 83.0 Other 1,147.5 922.2 Other current liabilities $ 3,724.7 $ 3,393.9 Other long-term obligations (In millions) December 31, 2024 December 31, 2023 Employee benefit liabilities $ 467.9 $ 504.3 Contingent consideration (1) 496.6 139.0 Tax related items, including contingencies 341.9 399.3 Operating lease liability 179.3 165.4 Accrued restructuring 128.5 59.2 Other 325.0 249.7 Other long-term obligations $ 1,939.2 $ 1,516.9 (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. 7. Leases The Company has operating leases of real estate, consisting primarily of administrative offices, manufacturing and distribution facilities, and R&D facilities. We also have operating leases of certain equipment, primarily automobiles, and certain limited supply arrangements. We elected to apply the practical expedient to not separate lease and non-lease components for our leases except for those related to certain limited supply arrangements. We have also elected to apply the short-term lease recognition exemption which means we will not recognize ROU assets or lease liabilities for leases with an initial term of 12 months of less. As of December 31, 2024, the Company recognized ROU assets of $ 253.1 million and total lease liabilities of $ 266.4 million. The Company’s ROU assets are recorded in other assets. The related lease liability balances are recorded in other current liabilities and other long-term obligations in the consolidated balance sheets. Refer to Note 6 Balance Sheet Components for additional information. ROU assets and liabilities are recognized at the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use an applicable incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Options to extend or terminate the ROU assets are reviewed at lease inception and these options are accounted for when they are reasonably certain of being exercised. 106 Table of Contents Other information related to leases was as follows: As of December 31, 2024 Remaining lease terms 1 year to 15 years Weighted-average remaining lease term 6 years Weighted-average discount rate 3.7 % As of December 31, 2024, maturities of lease liabilities were as follows for each of the years ending December 31: (In millions) 2025 $ 78.2 2026 71.1 2027 46.4 2028 25.6 2029 16.8 Thereafter 59.5 Total lease payments $ 297.6 Less imputed interest 31.2 Total lease liability $ 266.4 As of December 31, 2024, the Company had additional leases, primarily for administrative offices, that have not yet commenced totaling approximately $ 5.8 million. For the years ended December 31, 2024, 2023 and 2022, the Company had operating lease expense of approximately $ 89.8 million, $ 87.6 million and $ 90.9 million, respectively. Operating lease costs are classified primarily as SG&A and cost of sales in the consolidated statements of operations. 8. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 are as follows: (In millions) Developed Markets (1) Greater China JANZ (2) Emerging Markets (3) Total Balance at December 31, 2022 $ 7,461.5 $ 940.6 $ 689.0 $ 1,334.7 $ 10,425.8 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 Balance at December 31, 2023 $ 7,107.4 $ 932.8 $ 645.7 $ 1,181.2 $ 9,867.1 Acquisitions 19.5 — — — 19.5 Impairment — — ( 321.0 ) — ( 321.0 ) 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) Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 929.0 million. Balance as of December 31, 2022 includes an accumulated impairment loss of $ 385.0 million. (2) Balance as of December 31, 2024 includes an accumulated impairment loss of $ 351.0 million. 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. Refer to Note 5 Divestitures for additional information. 107 Table of Contents The Company reviews goodwill for impairment annually on April 1st or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company performed the annual goodwill impairment test as of April 1, 2024. The Company performed its annual goodwill impairment test on a quantitative basis for its five reporting units, North America, Europe, Emerging Markets, JANZ, and Greater China. In estimating each reporting unit’s fair value, the Company performed an extensive valuation analysis, utilizing a discounted cash flow approach. The determination of the fair value of the reporting units requires the Company to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows. 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, 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. 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 %. A terminal year value was calculated with a 1.0 % revenue growth rate applied. The discount rate utilized was 8.0 % and the estimated tax rate was 30.3 %. 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 %. A terminal year value was calculated with a 2.0 % revenue growth rate applied. 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 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 . In the fourth quarter of 2023, the Company allocated goodwill of $ 120 million to its API business in India using a relative fair value approach and reclassified the amount to Assets Held for Sale . In the fourth quarter of 2023, the OTC Business met the criteria to be classified as held for sale. The Company allocated goodwill to its OTC Business using a relative fair value approach and recorded a goodwill impairment charge of $ 580.1 million in that quarter within the Europe (majority of the charge), JANZ and Emerging Markets reporting units, which was recorded within SG&A in the consolidated statement of operations. The goodwill impairment charge was the result of the estimated proceeds less selling costs from the planned divestiture of the OTC Business being below the carrying value of the net assets of the disposal group. 108 Table of Contents In conjunction with the Biocon Biologics Transaction, the Company allocated goodwill to its biosimilars portfolio using a relative fair value approach and reclassified the amount to assets held for sale. Upon closing of the Biocon Biologics Transaction on November 29, 2022, we derecognized goodwill of $ 919.7 million allocated to the biosimilars portfolio. In the fourth quarter of 2022, the commercialization rights in the Upjohn Distributor Markets met the criteria to be classified as held for sale. The Company allocated goodwill to its commercialization rights in the Upjohn Distributor Markets using a relative fair value approach and recorded a goodwill impairment charge of $ 117.0 million in that quarter within the Emerging Markets reporting unit, which was recorded within SG&A in the consolidated statement of operations. The goodwill impairment charge was the result of the estimated proceeds less selling costs from the disposal of the commercialization rights in the Upjohn Distributor Markets being below the carrying value of the net assets of the disposal group. Refer to Note 5 Divestitures for additional information on these divestitures. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. In addition, changes in underlying assumptions, especially as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting units. Intangible Assets, Net Intangible assets consist of the following components at December 31, 2024 and 2023: (In millions) Weighted Average Life (Years) Cost Accumulated Amortization Net Book Value December 31, 2024 Product rights, licenses and other (1) 13 $ 33,348.5 $ 17,091.8 $ 16,256.7 In-process research and development 814.2 — 814.2 $ 34,162.7 $ 17,091.8 $ 17,070.9 December 31, 2023 Product rights, licenses and other (1) 13 $ 34,178.1 $ 15,316.4 $ 18,861.7 In-process research and development 319.4 — 319.4 $ 34,497.5 $ 15,316.4 $ 19,181.1 ____________ (1) Represents amortizable intangible assets. Other intangible assets consist principally of customer lists and contractual rights. 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. Product rights and licenses are primarily comprised of the products marketed at the time of acquisition. These product rights and licenses relate to numerous individual products, the net book value of which, by product category, is as follows: (In millions) Developed Markets Greater China JANZ Emerging Markets December 31, 2024 Brands $ 6,464.6 $ 4,779.7 $ 860.5 $ 2,583.9 $ 14,688.7 Generics 1,214.6 8.7 183.8 160.8 1,567.9 Total Product Rights and Licenses $ 7,679.2 $ 4,788.4 $ 1,044.3 $ 2,744.7 $ 16,256.6 (In millions) Developed Markets Greater China JANZ Emerging Markets December 31, 2023 Brands $ 7,723.4 $ 5,206.8 $ 961.0 $ 2,855.9 $ 16,747.1 Generics 1,708.2 9.7 216.2 179.8 2,113.9 Total Product Rights and Licenses $ 9,431.6 $ 5,216.5 $ 1,177.2 $ 3,035.7 $ 18,861.0 109 Table of Contents 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, (In millions) 2024 2023 2022 Intangible asset amortization expense $ 2,351.5 $ 2,317.1 $ 2,504.6 IPR&D intangible asset impairment charges 177.1 — 0.6 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. If the carrying amount is greater than the undiscounted cash flows, the Company recognizes an impairment loss for the excess of the carrying amount over the estimated fair value based on discounted cash flows. Significant management judgment is involved in estimating the recoverability of these assets and is dependent upon the accuracy of the assumptions used in making these estimates, as well as how the estimates compare to the eventual future operating performance of the specific asset or asset grouping. The fair value of finite-lived intangible assets was calculated as the present value of the estimated future net cash flows using a market rate of return. The assumptions inherent in the estimated future cash flows include, among other things, the impact of the current competitive environment and future market expectations. Any future long-lived assets impairment charges could have a material impact on the Company’s consolidated financial condition and results of operations. During the years ended December 31, 2023 and 2022, the Company recognized intangible asset charges of approximately $ 32.0 million and $ 172.9 million, respectively, recorded within Cost of Sales in the consolidated statements of operations, to write down the disposal group to fair value, less cost to sell, related to our commercialization rights in the Upjohn Distributor Markets, which was classified as held for sal e. Refer to Note 5 Divestitures for additional information. The Company’s IPR&D assets are tested at least annually for impairment or upon the occurrence of a triggering event. Impairment is determined to exist when the fair value of IPR&D assets, which is based upon updated forecasts and commercial development plans, is less than the carrying value of the assets being tested. The fair value of IPR&D was calculated as the present value of the estimated future net cash flows using a market rate of return. The assumptions inherent in the estimated future cash flows include, among other things, the impact of changes to the development programs, the projected development and regulatory time frames and the current competitive environment. Discount rates ranging between 11.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2024. 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 . Changes to any of the Company’s assumptions including changes to or abandonment of development programs, regulatory timelines, discount rates or the competitive environment related to the assets could lead to future material impairment charges. 110 Table of Contents Intangible asset amortization expense for the years ending December 31, 2025 through 2029 is estimated to be as follows: (In millions) 2025 $ 2,228 2026 2,179 2027 1,966 2028 1,738 2029 1,210 9. Financial Instruments and Risk Management The Company is exposed to certain financial risks relating to its ongoing business operations. The primary financial risks that are managed by using derivative instruments are foreign currency risk and interest rate risk. Foreign Currency Risk Management In order to manage certain foreign currency risks, the Company enters into foreign exchange forward contracts to mitigate risk associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities. The foreign exchange forward contracts are measured at fair value and reported as current assets or current liabilities in the consolidated balance sheets. Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the consolidated statements of operations. The Company has also entered into forward contracts to hedge forecasted foreign currency denominated sales from certain international subsidiaries and a portion of forecasted intercompany inventory sales denominated in Euro, Japanese Yen, Chinese Renminbi and Indian Rupee for up to twenty-four months. These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities in the consolidated balance sheets. Any changes in the fair value of designated cash flow hedges are deferred in AOCE and are reclassified into earnings when the hedged item impacts earnings. Net Investment Hedges The Company may hedge the foreign currency risk associated with certain net investment positions in foreign subsidiaries by either borrowing directly in foreign currencies and designating all or a portion of the foreign currency debt as a hedge of the applicable net investment position or entering into foreign currency swaps that are designated as hedges of net investments. The Company has designated certain Euro and Yen borrowings as a hedge of its investment in certain Euro-functional and Yen-functional currency subsidiaries in order to manage foreign currency translation risk. Borrowings designated as net investment hedges are marked-to-market using the current spot exchange rate as of the end of the period, with gains and losses included in the foreign currency translation component of AOCE until the sale or substantial liquidation of the underlying net investments. In addition, the Company manages the related foreign exchange risk of the Euro and Yen borrowings not designated as net investment hedges through certain Euro and Yen denominated financial assets and forward currency swaps. 111 Table of Contents The following table summarizes the principal amounts of the Company’s outstanding Euro and Yen borrowings and the notional amounts of the Euro and Yen borrowings designated as net investment hedges: Notional Amount Designated as a Net Investment Hedge (In millions) Principal Amount December 31, 2024 December 31, 2023 Euro 2.250 % Euro Senior Notes due 2024 (1) € 1,000.0 € — € 1,000.0 1.023 % Euro Senior Notes due 2024 (2) 750.0 — 750.0 2.125 % Euro Senior Notes due 2025 (3) 500.0 — 500.0 1.362 % Euro Senior Notes due 2027 850.0 850.0 850.0 3.125 % Euro Senior Notes due 2028 750.0 750.0 750.0 1.908 % Euro Senior Notes due 2032 1,250.0 1,250.0 1,250.0 Foreign currency forward contracts (4) — — 500.0 Euro Total € 5,100.0 € 2,850.0 € 5,600.0 Yen YEN Term Loan ¥ 40,000.0 ¥ 40,000.0 ¥ 40,000.0 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. 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 € 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. 112 Table of Contents Interest Rate Risk Management The Company enters into interest rate swaps from time to time in order to manage interest rate risk associated with the Company’s fixed-rate and floating-rate debt. Interest rate swaps that meet specific accounting criteria are accounted for as fair value or cash flow hedges. All derivative instruments used to manage interest rate risk are measured at fair value and reported as current assets or current liabilities in the consolidated balance sheets. For fair value hedges, the changes in the fair value of both the hedging instrument and the underlying debt obligations are included in interest expense. For cash flow hedges, the change in fair value of the hedging instrument is deferred through AOCE and is reclassified into earnings when the hedged item impacts earnings. Cash Flow Hedging Relationships The Company’s interest rate swaps designated as cash flow hedges fix the interest rate on a portion of the Company’s variable-rate debt or hedge part of the Company’s interest rate exposure associated with the variability in the future cash flows attributable to changes in interest rates. Any changes in fair value are included in earnings or deferred through AOCE, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the consolidated statements of operations. Credit Risk Management The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements. The Company is not subject to any obligations to post collateral under derivative instrument contracts. Certain derivative instrument contracts entered into by the Company are governed by master agreements, which contain credit-risk-related contingent features that would allow the counterparties to terminate the contracts early and request immediate payment should the Company trigger an event of default on other specified borrowings. The Company records all derivative instruments on a gross basis in the consolidated balance sheets. Accordingly, there are no offsetting amounts that net assets against liabilities. The following table summarizes the classification and fair values of derivative instruments in our consolidated balance sheets: Asset Derivatives Liability Derivatives (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 Total derivatives designated as hedges 63.3 17.5 — 35.8 Derivatives not designated as hedges: Foreign currency forward contracts Prepaid expenses & other current assets 198.3 88.7 Other current liabilities 125.8 88.8 Total derivatives not designated as hedges 198.3 88.7 125.8 88.8 Total derivatives $ 261.6 $ 106.2 $ 125.8 $ 124.6 113 Table of Contents The following tables summarize information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk: Amount of Gains/(Losses) Recognized in Earnings Year Ended December 31, (In millions) Location of Gain/(Loss) 2024 2023 2022 Derivative Financial Instruments in Net Investment Hedging Relationships: Cross-currency interest rate swaps Interest expense (2) $ 10.7 $ 1.8 $ — Derivative Financial Instruments Not Designated as Hedging Instruments: Foreign currency option and forward contracts Other expense (income), net (2) 72.5 56.3 ( 82.1 ) Total $ 83.2 $ 58.1 $ ( 82.1 ) Amount of Gains/(Losses) Recognized in AOCE (Net of Tax) on Derivatives Amount of Gains/(Losses) Reclassified from AOCE into Earnings Year Ended December 31, Year Ended December 31, (In millions) Location of Gain/(Loss) 2024 2023 2022 2024 2023 2022 Derivative Financial Instruments in Cash Flow Hedging Relationships (1) : Foreign currency forward contracts Net sales (3) $ 54.4 $ 44.3 $ 34.2 $ 29.6 $ 45.3 $ 89.2 Interest rate swaps Interest expense (3) ( 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: Cross-currency interest rate swaps 20.5 ( 1.7 ) — — — — Foreign currency forward contracts 9.5 ( 18.3 ) — — — — Non-derivative Financial Instruments in Net Investment Hedging Relationships: Foreign currency borrowings 225.2 ( 120.1 ) 360.1 — — — Total $ 304.9 $ ( 99.6 ) $ 390.8 $ 20.2 $ 40.5 $ 84.7 ____________ (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. (3) Represents the location of the gain/(loss) reclassified from AOCE into earnings. Fair Value Measurement Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value . 114 Table of Contents Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above: December 31, 2024 December 31, 2023 (In millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Recurring fair value measurements Financial Assets Cash equivalents: Money market funds $ 387.7 $ — $ — $ 651.4 $ — $ — Total cash equivalents 387.7 — — 651.4 — — Equity securities: Exchange traded funds 54.8 — — 49.1 — — Marketable securities 0.7 — — 0.2 — — Total equity securities 55.5 — — 49.3 — — CCPS in Biocon Biologics — — 1,349.8 — — 976.3 Available-for-sale fixed income investments: Corporate bonds — 12.9 — — 15.9 — U.S. Treasuries — 17.2 — — 11.2 — Agency mortgage-backed securities — 3.2 — — 4.6 — Asset backed securities — 4.4 — — 5.1 — Other — 0.3 — — 0.2 — Total available-for-sale fixed income investments — 38.0 — — 37.0 — 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 Financial Liabilities Foreign exchange derivative liabilities $ — $ 125.8 $ — $ — $ 124.6 $ — Contingent consideration — — 556.1 — — 215.1 Total liabilities at recurring fair value measurement $ — $ 125.8 $ 556.1 $ — $ 124.6 $ 215.1 For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, foreign exchange forward prices and bank price quotes. For the years ended December 31, 2024 and 2023, there were no transfers between Level 1 and 2 of the fair value hierarchy. Below is a summary of valuation techniques for the Company’s financial assets and liabilities: • Cash equivalents — valued at observable net asset value prices. • 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 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 Expense (Income), Net , in the consolidated statements of operations. • CCPS in Biocon Biologics — valued using a Monte Carlo simulation model using Level 3 inputs. The fair value of the CCPS is sensitive to changes in the forecasts of operating metrics, changes in volatility and discount rates, and share dilution. 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 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. Unrealized gains and losses attributable to changes in fair value, net of income taxes, are included in accumulated other comprehensive loss as a component of shareholders’ equity. 115 Table of Contents • Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices and spot rates at the reporting date. Counterparties to these contracts are highly rated financial institutions. Contingent Consideration In December 2011, the Company completed the acquisition of the exclusive worldwide rights to develop, manufacture and commercialize a generic equivalent to GlaxoSmithKline’s Advair Diskus® incorporating Pfizer’s Respiratory Delivery Platform. The Company accounted for this transaction as a purchase of a business and utilized the acquisition method of accounting. On January 30, 2019, the Company received FDA approval of Wixela Inhub® (fluticasone propionate and salmeterol inhalation powder, USP), the first generic of GlaxoSmithKline’s Advair Diskus®. The commercial launch of the Wixela Inhub® occurred in February 2019. 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. At December 31, 2024 and 2023, discount rates ranging from 9.0 % to 19.0 %, and 6.4 % to 8.0 %, respectively, were utilized in the valuations. Significant changes in unobservable inputs could result in material changes to the contingent consideration liabilities. A rollforward of the activity in the Company’s fair value of contingent consideration from December 31, 2022 to December 31, 2024 is as follows: (In millions) Current Portion (1) Long-Term Portion (2) Total Contingent Consideration Balance at December 31, 2022 $ 64.4 $ 310.6 $ 375.0 Payments ( 43.0 ) ( 220.0 ) ( 263.0 ) Reclassifications 54.7 ( 54.7 ) — Accretion — 22.7 22.7 Fair value loss (3) — 80.4 80.4 Balance at December 31, 2023 $ 76.1 $ 139.0 $ 215.1 Payments ( 97.0 ) — ( 97.0 ) Acquisition — 345.0 345.0 Reclassifications 80.4 ( 80.4 ) — Accretion — 38.2 38.2 Fair value loss (3) — 54.8 54.8 Balance at December 31, 2024 $ 59.5 $ 496.6 $ 556.1 ____________ (1) Included in other current liabilities in the consolidated balance sheets. (2) Included in other long-term obligations in the consolidated balance sheets. (3) Included in litigation settlements and other contingencies, net in the consolidated statements of operations. Although the Company has not elected the fair value option for financial assets and liabilities other than the CCPS, any future transacted financial asset or liability will be evaluated for the fair value election. 116 Table of Contents Available-for-Sale Securities The amortized cost and estimated fair value of available-for-sale securities were as follows: (In millions) Balance Sheet Location Cost Gross Unrealized Losses Fair Value December 31, 2024 Available-for-sale fixed income investments Prepaid expenses and other current assets $ 38.9 $ ( 0.9 ) $ 38.0 $ 38.9 $ ( 0.9 ) $ 38.0 December 31, 2023 Available-for-sale fixed income investments Prepaid expenses and other current assets $ 37.8 $ ( 0.8 ) $ 37.0 $ 37.8 $ ( 0.8 ) $ 37.0 Maturities of available-for-sale fixed income investments at fair value as of December 31, 2024, were as follows: (In millions) Mature within one year $ 1.1 Mature in one to five years 20.9 Mature in five years and later 16.0 $ 38.0 10. Debt The following provides an overview of the Company’s short-term credit facilities. 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 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. 117 Table of Contents Long-Term Debt A summary of long-term debt is as follows: ($ in millions) Interest Rate as of December 31, 2024 December 31, 2024 December 31, 2023 Current portion of long-term debt: 2024 Euro Senior Notes (a) ** 2.250 % $ — $ 1,103.5 2024 Euro Senior Notes (b) **** 1.023 % — 831.5 Other 0.6 0.4 Deferred financing fees — ( 0.7 ) Current portion of long-term debt $ 0.6 $ 1,934.7 Non-current portion of long-term debt: 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 2027 Senior Notes *** 2.300 % 764.2 769.8 2028 Euro Senior Notes ** 3.125 % 773.7 824.1 2028 Senior Notes * 4.550 % 749.3 749.1 2030 Senior Notes *** 2.700 % 1,497.0 1,505.0 2032 Euro Senior Notes **** 1.908 % 1,376.2 1,478.4 2040 Senior Notes *** 3.850 % 1,637.1 1,644.0 2043 Senior Notes * 5.400 % 497.5 497.5 2046 Senior Notes ** 5.250 % 999.9 999.9 2048 Senior Notes * 5.200 % 747.9 747.8 2050 Senior Notes *** 4.000 % 2,191.6 2,196.3 YEN Term Loan Facility Variable 254.4 283.6 Other 2.2 2.4 Deferred financing fees ( 24.3 ) ( 29.5 ) Long-term debt $ 14,038.9 $ 16,188.1 ____________ (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. (c) Refer to Senior Notes – Senior Notes Repayment section below for additional details. * Instrument was issued by Mylan Inc. ** Instrument was originally issued by Mylan N.V.; now held by Utah Acquisition Sub Inc. *** Instrument was issued by Viatris Inc. **** Instrument was issued by Upjohn Finance B.V. Senior Notes Assumptions and Guarantees of Senior Unsecured Notes Viatris Inc. is the issuer of the Upjohn U.S. Dollar Notes, which are fully and unconditionally guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. Upjohn Finance B.V. is the issuer of the Upjohn Euro Notes, which are fully and unconditionally guaranteed on a senior unsecured basis by Viatris Inc., Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. 118 Table of Contents Following the Combination, Utah Acquisition Sub Inc. is the issuer of the Utah U.S. Dollar Notes and the Utah Euro Notes, which are each fully and unconditionally guaranteed on a senior unsecured basis by Mylan Inc., Viatris Inc. and Mylan II B.V. Mylan Inc. is the issuer of the Mylan Inc. U.S. 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. Mylan Inc. 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 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. Fair Value 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. The fair values of the outstanding notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy. 119 Table of Contents Mandatory minimum repayments remaining on the notional amount of outstanding long-term debt at December 31, 2024 were as follows for each of the years ending December 31: (In millions) Total 2025 $ — 2026 1,929 2027 1,630 2028 1,527 2029 — Thereafter 8,494 Total $ 13,580 11. Comprehensive (Loss) Earnings Accumulated other comprehensive loss, as reflected in the consolidated balance sheets, is comprised of the following: (In millions) December 31, 2024 December 31, 2023 Accumulated other comprehensive loss: Net unrealized loss on available-for-sale fixed income securities, net of tax $ ( 1.2 ) $ ( 1.2 ) Net unrecognized gain and prior service cost related to defined benefit plans, net of tax 254.2 271.4 Net unrecognized loss on derivatives in cash flow hedging relationships, net of tax 32.3 ( 8.0 ) Net unrecognized gain on derivatives in net investment hedging relationships, net of tax 492.6 237.1 Foreign currency translation adjustment ( 3,990.8 ) ( 3,246.7 ) $ ( 3,212.9 ) $ ( 2,747.4 ) 120 Table of Contents Components of accumulated other comprehensive (loss) earnings, before tax, consist of the following: Year Ended December 31, 2024 Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-For-Sale Fixed Income Securities Defined Pension Plan Items Foreign Currency Translation Adjustment Totals (In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total Balance at December 31, 2023, net of tax $ ( 8.0 ) $ 237.1 $ ( 1.2 ) $ 271.4 $ ( 3,246.7 ) $ ( 2,747.4 ) Other comprehensive earnings (loss) before reclassifications, before tax 73.6 325.4 ( 0.1 ) ( 36.4 ) ( 744.1 ) ( 381.6 ) Amounts reclassified from accumulated other comprehensive earnings (loss), before tax: Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 29.6 ) ( 29.6 ) ( 29.6 ) Loss on interest rate swaps classified as cash flow hedges, included in interest expense 6.0 6.0 6.0 Loss on interest rate swaps classified as cash flow hedges, included in other (expense) income, net 3.4 3.4 3.4 Amortization of prior service costs included in SG&A ( 2.2 ) ( 2.2 ) Amortization of actuarial loss included in SG&A 18.0 18.0 Net other comprehensive earnings (loss), before tax 53.4 325.4 ( 0.1 ) ( 20.6 ) ( 744.1 ) ( 386.0 ) Income tax provision (benefit) 13.1 69.9 ( 0.1 ) ( 3.4 ) — 79.5 Balance at December 31, 2024, net of tax $ 32.3 $ 492.6 $ ( 1.2 ) $ 254.2 $ ( 3,990.8 ) $ ( 3,212.9 ) 121 Table of Contents Year Ended December 31, 2023 Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-For-Sale Fixed Income Securities Defined Pension Plan Items Foreign Currency Translation Adjustment Totals (In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total Balance at December 31, 2022, net of tax $ ( 18.5 ) $ 377.0 $ ( 2.3 ) $ 268.5 $ ( 3,385.9 ) $ ( 2,761.2 ) Other comprehensive earnings (loss) before reclassifications, before tax 54.4 ( 178.5 ) 1.5 ( 37.3 ) 139.2 ( 20.7 ) Amounts reclassified from accumulated other comprehensive earnings (loss), before tax: Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 45.3 ) ( 45.3 ) ( 45.3 ) 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 ) Amortization of actuarial loss included in SG&A 21.9 21.9 Net other comprehensive earnings (loss), before tax 13.9 ( 178.5 ) 1.5 ( 18.7 ) 139.2 ( 42.6 ) 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 ) 122 Table of Contents Year Ended December 31, 2022 Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-For-Sale Fixed Income Securities Defined Pension Plan Items Foreign Currency Translation Adjustment Totals (In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total Balance at December 31, 2021, net of tax $ 9.2 $ 16.7 $ — $ 32.2 $ ( 1,802.4 ) $ ( 1,744.3 ) Other comprehensive earnings (loss) before reclassifications, before tax 47.8 460.1 ( 2.8 ) 276.3 ( 1,583.5 ) ( 802.1 ) Amounts reclassified from accumulated other comprehensive earnings (loss), before tax: Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 89.2 ) ( 89.2 ) ( 89.2 ) Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.5 4.5 4.5 Amortization of prior service costs included in SG&A ( 0.4 ) ( 0.4 ) Amortization of actuarial loss included in SG&A 3.2 3.2 Net other comprehensive earnings (loss), before tax ( 36.9 ) 460.1 ( 2.8 ) 279.1 ( 1,583.5 ) ( 884.0 ) 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 ) 12. Income Taxes The income tax provision (benefit) consisted of the following components: Year Ended December 31, (In millions) 2024 2023 2022 U.S. Federal: Current $ 113.0 $ 2.6 $ 115.3 Deferred ( 113.2 ) 293.4 263.7 ( 0.2 ) 296.0 379.0 U.S. State: Current 7.2 1.9 26.5 Deferred ( 7.2 ) 2.6 20.3 — 4.5 46.8 Non-U.S.: Current 658.4 530.8 618.7 Deferred ( 647.2 ) ( 683.1 ) ( 309.9 ) 11.2 ( 152.3 ) 308.8 Income tax provision $ 11.0 $ 148.2 $ 734.6 (Loss) earnings before income taxes: United States ( 571.9 ) ( 951.5 ) 794.8 Foreign - Other ( 51.3 ) 1,154.4 2,018.4 Total (loss) earnings before income taxes $ ( 623.2 ) $ 202.9 $ 2,813.2 123 Table of Contents For all periods presented, the allocation of earnings before income taxes between U.S. and non-U.S. operations includes intercompany interest allocations between certain domestic and foreign subsidiaries. These amounts are eliminated on a consolidated basis. Temporary differences and carry-forwards that result in deferred tax assets and liabilities were as follows: (In millions) December 31, 2024 December 31, 2023 Deferred tax assets: Employee benefits $ 138.5 $ 148.7 Litigation reserves 79.6 32.2 Accounts receivable allowances 392.2 413.7 Inventory 129.3 143.8 Tax credit and loss carry-forwards 1,482.9 758.2 Operating lease assets 50.8 51.3 Interest expense 96.8 114.8 Intangible assets 241.7 167.7 Other 273.5 326.1 2,885.3 2,156.5 Less: Valuation allowance ( 1,233.4 ) ( 421.4 ) Total deferred tax assets 1,651.9 1,735.1 Deferred tax liabilities: Plant and equipment 56.3 54.0 Operating lease liabilities 50.8 51.3 Intangible assets and goodwill 1,695.8 2,506.2 Equity investments 164.6 — Other 39.3 166.4 Total deferred tax liabilities 2,006.8 2,777.9 Deferred tax liabilities, net $ ( 354.9 ) $ ( 1,042.8 ) For those foreign subsidiaries whose investments are permanent in duration, income and foreign withholding taxes have not been provided on the unremitted earnings of those subsidiaries. This amount may become taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such unremitted earnings is approximately $ 1.11 billion at December 31, 2024. 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. 124 Table of Contents 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, 2024 2023 2022 Statutory tax rate 21.0 % 21.0 % 21.0 % Research credits 2.2 % ( 5.2 ) % — % Foreign rate differential 11.2 % ( 58.8 ) % ( 3.6 ) % Recognition of tax carryforwards 114.7 % 1.5 % 9.8 % Goodwill impairment ( 10.7 ) % 60.8 % 6.5 % State income taxes and credits ( 0.2 ) % ( 3.9 ) % 1.3 % Tax settlements and resolution of certain tax positions ( 2.6 ) % 14.2 % 1.0 % Impact of the Combination and divestitures 5.5 % 11.2 % ( 6.7 ) % Incremental U.S. tax on foreign earnings 9.9 % 69.4 % 2.0 % Valuation allowance ( 137.0 ) % 10.9 % ( 13.6 ) % Deferred tax impact of tax law changes 0.7 % ( 1.0 ) % 5.4 % Withholding taxes ( 4.3 ) % 7.4 % 1.5 % Deferred tax impact of internal restructuring ( 8.3 ) % ( 74.0 ) % — % Other items ( 3.9 ) % 19.5 % 1.5 % Effective tax rate ( 1.8 ) % 73.0 % 26.1 % In all years, our effective tax rate is impacted by the jurisdictional location of earnings and the corresponding tax rates in those jurisdictions. 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. The expiration and valuation allowance impacts are reflected in the above table. Valuation Allowance 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, 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. Amounts recorded for valuation allowances can result from a complex series of estimates, assumptions and judgments about future events. Due to the inherent uncertainty involved in making these estimates, assumptions and judgments, actual results could differ materially. Any future increases to the Company’s valuation allowances could materially impact the Company’s consolidated financial condition and results of operations. Net Operating Losses As of December 31, 2024, the Company had the following carryforwards and attributes: • U.S. federal net operating loss carryforwards of $ 247.6 million, which were recorded in connection with the Oyster Point acquisition. While the utilization of these carryforwards is subject to Section 382 of the Code, the Company does not anticipate that this limitation will impair our ability to utilize the carryovers. 125 Table of Contents • U.S. state income tax loss carryforwards of approximately $ 3.40 billion, which are largely offset by a valuation allowance. • Non-U.S. 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. • U.S. and foreign credit carryovers of $ 276.6 million, expiring in various amounts through 2044. • Anticipatory foreign tax credits of $ 48.0 million which will generate from the reversal of future taxable income in certain non-U.S. jurisdictions which are taxed both in their local jurisdictions and in the U.S. On November 16, 2020, the Company had a change in ownership pursuant to Section 382 of the Code. Under this provision of the Code, the utilization of any NOL or tax credit carryforwards incurred prior to the date of ownership change may be limited. Analyses of the limits for each ownership change indicates the annual limitation would not impair the Company's ability to utilize our U.S. federal credit carryovers. While state loss carryforwards may be limited by Section 382 of the Code, the carryforwards are largely offset by a valuation allowance. Legislative Updates On August 16, 2022, the U.S. 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 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 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 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 The Company is subject to income taxes and tax audits in many jurisdictions. A certain degree of estimation is thus required in recording the assets and liabilities related to income taxes. Tax audits and examinations can involve complex issues, interpretations, and judgments and the resolution of matters that may span multiple years, particularly if subject to litigation or negotiation. Although the Company believes that adequate provisions have been made for these uncertain tax positions, the Company’s assessment of uncertain tax positions, including those arising from legal entity restructuring transactions in connection with the Combination, is based on estimates and assumptions that the Company believes are reasonable but the estimates for unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variations from such estimates could materially affect the Company’s financial condition, results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire. The Company is subject to ongoing IRS examinations. The years 2020 through 2023 are open years, with 2020 and 2021 under examination. Several international audits are currently in progress. In some cases, the tax auditors have proposed adjustments or issued assessments to our tax positions, including with respect to intercompany transactions, and we are in ongoing discussions with some of the auditors regarding the validity of their tax positions. 126 Table of Contents In instances where assessments have been issued, we disagree with these assessments and believe they are without merit and incorrect as a matter of law. 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 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. Some of these issues were resolved through the Company entering into an agreement with the tax authorities in March 2023 in respect of the pricing of its international transactions. The Company recorded tax expense of approximately $ 22.3 million during the year ended December 31, 2023, due to the terms of this agreement. 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. In connection with our international tax audits, it is possible that we will incur material losses above the amounts reserved. The Company’s major U.S. state taxing jurisdictions remain open from fiscal year 2015 through 2023, with several state audits currently in progress. The Company’s major international taxing jurisdictions remain open from 2012 through 2023. Accounting for Uncertainty in Income Taxes The impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority must be recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained. As of December 31, 2024 and 2023, the Company’s consolidated balance sheets reflect net liabilities for unrecognized tax benefits of $ 255.7 million and $ 272.8 million, respectively, of which $ 180.5 million as of December 31, 2024 would affect the Company’s effective tax rate if recognized, with the remainder being offset by potential correlative adjustments. 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, 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. 127 Table of Contents A reconciliation of the unrecognized tax benefits is as follows: Year Ended December 31, (In millions) 2024 2023 2022 Unrecognized tax benefit — beginning of year $ 272.8 $ 296.7 $ 322.9 Additions for current year tax positions 22.5 — 8.2 Additions for prior year tax positions 33.8 3.0 1.0 Reductions for prior year tax positions ( 34.6 ) ( 4.6 ) ( 5.8 ) Settlements ( 15.6 ) ( 2.1 ) ( 0.4 ) Reductions due to expirations of statute of limitations ( 13.4 ) ( 13.0 ) ( 1.9 ) Reduction due to acquisition — — ( 27.3 ) Impact of foreign currency translation ( 9.8 ) ( 7.2 ) — Unrecognized tax benefit — end of year $ 255.7 $ 272.8 $ 296.7 The Company believes that it is reasonably possible that the amount of unrecognized tax benefits will decrease in the next twelve months by approximately $ 21.0 million, involving international and state audits and settlements and expiring statutes of limitations. The Company does not anticipate significant increases to the reserve within the next twelve months. 13. Share-Based Incentive Plan Prior to the Distribution, Viatris adopted and Pfizer, in the capacity as Viatris’ sole stockholder at such time, approved the 2020 Incentive Plan (the Viatris Inc. 2020 Stock Incentive Plan ) which became effective as of the Distribution. In connection with the Combination, as of November 16, 2020, the Company assumed the 2003 LTIP ( Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan) , which had previously been approved by Mylan shareholders. 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: Number of Shares Under Stock Awards Weighted Average Exercise Price per Share Outstanding at December 31, 2021 5,576,490 $ 37.19 Forfeited ( 1,126,848 ) 31.91 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 Exercised ( 57,952 ) 7.01 Forfeited ( 750,595 ) 46.36 Outstanding at December 31, 2024 3,350,786 $ 35.94 Vested and expected to vest at December 31, 2024 3,345,183 $ 35.99 Exercisable at December 31, 2024 3,310,219 $ 36.28 128 Table of Contents 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. A rollforward of the changes in the Company’s nonvested Restricted Stock Awards (restricted stock and restricted stock unit awards, including PSUs) from December 31, 2023 to December 31, 2024 is presented below: Number of Restricted Stock Awards Weighted Average Grant-Date Fair Value Per Share Nonvested at December 31, 2023 31,096,783 $ 11.20 Granted 13,859,002 12.33 Released ( 11,455,355 ) 11.88 Forfeited ( 4,416,496 ) 11.12 Nonvested at December 31, 2024 29,083,934 $ 11.49 Of the 13,859,002 Restricted Stock Awards granted during the year ended December 31, 2024, 9,592,720 vest ratably in three years or less and are not subject to market or performance conditions. Of the remaining Restricted Stock Awards granted, 12,920 are not subject to market conditions and will cliff vest within a three-year period, and 4,253,362 are subject to market or performance conditions and will cliff vest in three years or less. As of December 31, 2024, the Company had $ 163.4 million of total unrecognized compensation expense, net of estimated forfeitures, related to all of its stock-based awards, which we expect to recognize over the remaining weighted average vesting period of 1.4 years. The total intrinsic value of Restricted Stock Awards released and stock options exercised during the years ended December 31, 2024 and 2023 was $ 141.7 million and $ 169.2 million, respectively. 14. Employee Benefit Plans Defined Benefit Plans The Company sponsors various defined benefit pension plans in several countries. Benefits provided generally depend on length of service, pay grade and remuneration levels. Employees in the U.S., Puerto Rico and certain international locations are also provided retirement benefits through defined contribution plans. The Company also sponsors other postretirement benefit plans including plans that provide for postretirement supplemental medical coverage. Benefits from these plans are provided to employees and their spouses and dependents who meet various minimum age and service requirements. In addition, the Company sponsors other plans that provide for life insurance benefits and postretirement medical coverage for certain officers and management employees. Accounting for Defined Benefit Pension and Other Postretirement Plans The Company recognizes on its balance sheet an asset or liability equal to the over- or under-funded benefit obligation of each defined benefit pension and other postretirement plan. Actuarial gains or losses and prior service costs or credits that arise during the period are not recognized as components of net periodic benefit cost, but are recognized, net of tax, as a component of other comprehensive (loss) earnings. Included in accumulated other comprehensive loss as of December 31, 2024 and 2023 are: Pension Benefits Other Postretirement Benefits December 31, December 31, (In millions) 2024 2023 2024 2023 Unrecognized actuarial net gain $ ( 275.6 ) $ ( 268.1 ) $ ( 2.3 ) $ ( 43.4 ) Unrecognized prior service cost (credit) 17.1 19.7 ( 16.9 ) ( 3.0 ) Total $ ( 258.5 ) $ ( 248.4 ) $ ( 19.2 ) $ ( 46.4 ) 129 Table of Contents The unrecognized net actuarial gains exceeded 10 % of the higher of the market value of plan assets or the projected benefit obligation at the beginning of the year for certain of the plans, therefore, amortization of such excess has been included in net periodic benefit costs for pension and other postretirement benefits in each of the last three years. The amortization period is the average remaining service period that active employees are expected to receive benefits, unless a plan is mostly inactive in which case the amortization period is the average remaining life expectancy of the plan participants. Unrecognized prior service cost (credit) is amortized over the future service periods of those employees who are active at the dates of the plan amendments and who are expected to receive benefits. If all or almost all of a plan's participants are inactive, unrecognized prior service cost is amortized over the remaining life expectancy of those participants. The change in accumulated other comprehensive loss in 2024 relating to pension benefits and other postretirement benefits consists of: (In millions) Pension Benefits Other Postretirement Benefits Unrecognized actuarial (gain) loss $ ( 26.9 ) $ 36.0 Amortization of actuarial gain 12.9 5.1 Unrecognized prior service cost — ( 14.6 ) Amortization of prior service (credit) cost ( 2.9 ) 0.7 Impact of foreign currency translation 6.8 — Net change $ ( 10.1 ) $ 27.2 Components of net periodic benefit cost, change in projected benefit obligation, change in plan assets, funded status, fair value of plan assets, assumptions used to determine net periodic benefit cost, funding policy and estimated future benefit payments are summarized below for the Company’s pension plans and other postretirement plans. Net Periodic Benefit Cost Components of net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022 were as follows: Pension Benefits Other Postretirement Benefits December 31, December 31, (In millions) 2024 2023 2022 2024 2023 2022 Service cost $ 28.4 $ 26.6 $ 32.6 $ 1.5 $ 2.1 $ 3.4 Interest cost 59.7 63.6 36.8 5.3 6.9 3.7 Expected return on plan assets ( 67.1 ) ( 62.6 ) ( 64.6 ) — — — Plan curtailment, settlement and termination ( 1.2 ) ( 3.8 ) 2.3 — — ( 3.9 ) Amortization of prior service cost (credit) 2.9 2.1 0.9 ( 0.7 ) ( 0.7 ) ( 0.6 ) 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 $ 2.9 130 Table of Contents Change in Projected Benefit Obligation, Change in Plan Assets and Funded Status The table below presents components of the change in projected benefit obligation, change in plan assets and funded status at December 31, 2024 and 2023. Pension Benefits Other Postretirement Benefits (In millions) 2024 2023 2024 2023 Change in Projected Benefit Obligation Projected benefit obligation, beginning of year $ 1,443.6 $ 1,379.0 $ 112.6 $ 137.5 Service cost 28.4 26.6 1.5 2.1 Interest cost 59.7 63.6 5.3 6.9 Participant contributions 2.2 0.5 1.8 4.1 Divestitures ( 30.2 ) ( 8.8 ) — — Plan settlements and terminations ( 8.6 ) 8.6 ( 14.6 ) — Actuarial losses (gains) 0.8 40.8 36.0 ( 22.8 ) Benefits paid ( 83.3 ) ( 74.0 ) ( 14.4 ) ( 15.2 ) Impact of foreign currency translation ( 46.3 ) 7.3 — — Projected benefit obligation, end of year $ 1,366.3 $ 1,443.6 $ 128.2 $ 112.6 Change in Plan Assets Fair value of plan assets, beginning of year $ 1,109.4 $ 1,067.1 $ — $ — Actual return on plan assets 94.8 95.2 — — Company contributions 40.4 41.7 12.6 11.1 Participant contributions 2.2 0.5 1.8 4.1 Divestitures ( 18.6 ) ( 12.1 ) — — Plan settlements ( 8.6 ) ( 7.1 ) — — Benefits paid ( 83.3 ) ( 74.0 ) ( 14.4 ) ( 15.2 ) Impact of foreign currency translation ( 35.8 ) ( 1.9 ) — — Fair value of plan assets, end of year 1,100.5 1,109.4 — — Funded status of plans $ ( 265.8 ) $ ( 334.2 ) $ ( 128.2 ) $ ( 112.6 ) Net accrued benefit costs for pension plans and other postretirement benefits are reported in the following components of the Company’s consolidated balance sheets at December 31, 2024 and 2023: Pension Benefits Other Postretirement Benefits December 31, December 31, (In millions) 2024 2023 2024 2023 Noncurrent assets $ 89.8 $ 89.3 $ — $ — Current liabilities ( 19.6 ) ( 20.0 ) ( 12.6 ) ( 13.8 ) Noncurrent liabilities ( 336.0 ) ( 403.5 ) ( 115.6 ) ( 98.8 ) Net accrued benefit costs $ ( 265.8 ) $ ( 334.2 ) $ ( 128.2 ) $ ( 112.6 ) The projected benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The accumulated benefit obligation for the Company’s pension plans was $ 1.29 billion and $ 1.36 billion at December 31, 2024 and 2023, respectively. 131 Table of Contents The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of the fair value of plan assets at December 31, 2024 and 2023 were as follows: December 31, (In millions) 2024 2023 Plans with accumulated benefit obligation in excess of plan assets: Projected benefit obligation $ 1,008.2 $ 1,058.1 Accumulated benefit obligation 976.2 1,023.5 Fair value of plan assets 657.9 642.4 Fair Value of Plan Assets The Company measures the fair value of plan assets based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy described in Note 9 Financial Instruments and Risk Management . The table below presents total plan assets by investment category as of December 31, 2024 and 2023 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value: December 31, 2024 (In millions) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 10.1 $ — $ — $ 10.1 Equity securities 270.1 20.4 — 290.5 Fixed income securities 217.3 427.9 — 645.2 Assets held by insurance companies and other 138.1 12.4 4.2 154.7 Total $ 635.6 $ 460.7 $ 4.2 $ 1,100.5 December 31, 2023 (In millions) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 17.4 $ — $ — $ 17.4 Equity securities 401.6 30.3 — 431.9 Fixed income securities 175.9 281.6 — 457.5 Assets held by insurance companies and other 181.4 17.2 4.0 202.6 Total $ 776.3 $ 329.1 $ 4.0 $ 1,109.4 Risk tolerance on invested pension plan assets is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through annual liability measures, periodic asset/liability studies and investment portfolio reviews. The Company’s investment strategy is to maintain, where possible, a diversified investment portfolio across several asset classes that, when combined with the Company’s contributions to the plans, will ensure that required benefit obligations are met. Assumptions The following weighted average assumptions were used to determine the benefit obligations for the Company’s defined benefit pension and other postretirement plans as of December 31, 2024 and 2023: Pension Benefits Other Postretirement Benefits 2024 2023 2024 2023 Discount rate 4.6 % 4.5 % 5.5 % 5.0 % Expected return on plan assets 6.3 % 6.1 % — % — % Rate of compensation increase 3.7 % 3.7 % — % — % 132 Table of Contents The following weighted average assumptions were used to determine the net periodic benefit cost for the Company’s defined benefit pension and other postretirement benefit plans for the three years in the period ended December 31, 2024: Pension Benefits Other Postretirement Benefits 2024 2023 2022 2024 2023 2022 Discount rate 4.5 % 4.8 % 2.3 % 5.0 % 5.4 % 2.5 % Expected return on plan assets 6.3 % 6.1 % 5.0 % — % — % — % Rate of compensation increase 3.7 % 3.7 % 3.1 % — % — % — % The assumptions for each plan are reviewed on an annual basis. The discount rate reflects the current rate at which the pension and other benefit liabilities could be effectively settled at the measurement date. In setting the discount rates, we utilize comparable corporate bond indices as an indication of interest rate movements and levels. Corporate bond indices were selected based on individual plan census data and duration. The expected return on plan assets was determined using historical market returns and long-term historical relationships between equities and fixed income securities. The Company compares the expected return on plan assets assumption to actual historic returns to ensure reasonableness. Current market factors such as inflation and interest rates are also evaluated. The weighted-average healthcare cost trend rate used for 2024 was 8.6 % declining to a projected 4.0 % in the year 2048. For 2025, the assumed weighted-average healthcare cost trend rate used will be 8.7 % declining to a projected 4.0 % in the year 2049. In selecting rates for current and long-term healthcare cost assumptions, the Company takes into consideration a number of factors including the Company’s actual healthcare cost increases, the design of the Company’s benefit programs, the demographics of the Company’s active and retiree populations and external expectations of future medical cost inflation rates. Estimated Future Benefit Payments The Company’s funding policy for its funded pension plans is based upon local statutory requirements. The Company’s funding policy is subject to certain statutory regulations with respect to annual minimum and maximum company contributions. Plan benefits for the non-qualified plans are paid as they come due. Estimated benefit payments over the next ten years for the Company’s pension plans and retiree health plan are as follows: (In millions) Pension Benefits Other Postretirement Benefits 2025 $ 99.8 $ 12.5 2026 95.7 13.1 2027 102.6 13.5 2028 97.2 13.1 2029 98.0 12.6 Thereafter 494.3 57.1 Total $ 987.6 $ 121.9 Defined Contribution Plans The Company sponsors defined contribution plans covering its employees in the U.S. and Puerto Rico, as well as certain employees in a number of countries outside the U.S. The Company’s domestic defined contribution plans consist primarily of a Profit Sharing 401(k) Plan and other 401(k) retirement plans. Profit sharing contributions are made at the discretion of the Company. The Company’s non-domestic plans vary in form depending on local legal requirements. The Company’s contributions are based upon employee contributions, service hours, or pre-determined amounts depending upon the plan. Obligations for contributions to defined contribution plans are recognized as expense in the consolidated statements of operations when they are earned. 133 Table of Contents The Company maintains a 401(k) Restoration Plan, which permits employees who earn compensation in excess of the limits imposed by Section 401(a)(17) of the Code to (i) defer a portion of base salary and bonus compensation, (ii) be credited with a Company matching contribution in respect of deferrals under the 401(k) Restoration Plan, and (iii) be credited with Company non-elective contributions (to the extent so made by the Company), in each case, to the extent that participants otherwise would be able to defer or be credited with such amounts, as applicable, under the Profit Sharing 401(k) Plan if not for the limits on contributions and deferrals imposed by the Code. The Company maintains an Income Deferral Plan, which permits certain management or highly compensated employees who are designated by the plan administrator to participate in the Income Deferral Plan to elect to defer up to 50 % of base salary and up to 100 % of bonus compensation, in each case, in addition to any amounts that may be deferred by such participants under the Profit Sharing 401(k) Plan and the 401(k) Restoration Plan. In addition, under the Income Deferral Plan, eligible participants may be granted employee deferral awards, which awards will be subject to the terms and conditions (including vesting) as determined by the plan administrator at the time such awards are granted. Total employer contributions to defined contribution plans were approximately $ 148.4 million, $ 129.3 million and $ 111.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. 15. Segment Information Viatris has four reportable segments: 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 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 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 (“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) 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; 134 Table of Contents ◦ 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); and ◦ 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. Year Ended December 31, 2024 (In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments Net sales $ 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 Less: 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 ( 2,351.5 ) Intangible asset (including IPR&D) disposal & impairment charges ( 184.6 ) Impairment of goodwill ( 321.0 ) Research and development ( 808.7 ) Acquired IPR&D ( 28.3 ) Litigation settlements and other contingencies, net ( 350.9 ) Transaction related and other special items ( 973.6 ) Corporate and other unallocated ( 1,542.2 ) Earnings from operations $ 10.1 135 Table of Contents Year Ended December 31, 2023 (In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments Net sales $ 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 Less: 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 ( 2,317.1 ) Intangible asset (including IPR&D) disposal & impairment charges ( 32.0 ) Impairment of goodwill ( 580.1 ) Research and development ( 805.2 ) Acquired IPR&D ( 105.5 ) Litigation settlements and other contingencies, net ( 111.6 ) Transaction related and other special items ( 774.4 ) Corporate and other unallocated ( 1,636.0 ) Earnings from operations $ 766.2 Year Ended December 31, 2022 (In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments Net sales $ 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 Less: 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 ( 2,504.6 ) Intangible asset (including IPR&D) disposal & impairment charges ( 173.5 ) Impairment of goodwill ( 117.0 ) Research and development ( 662.2 ) Acquired IPR&D ( 36.4 ) Litigation settlements and other contingencies, net ( 4.4 ) Transaction related and other special items ( 1,026.9 ) Corporate and other unallocated ( 2,123.3 ) Earnings from operations $ 1,614.9 136 Table of Contents The following table represents the percentage of consolidated net sales to Viatris’ major customers during the years ended December 31, 2024, 2023, and 2022: Percentage of Consolidated Net Sales 2024 2023 2022 McKesson Corporation * 10 % 11 % Cencora, Inc. (formerly AmerisourceBergen Corporation) 12 % 10 % 10 % Cardinal Health, Inc. * 5 % 5 % * 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 Net sales by country are presented on the basis of geographic location of our subsidiaries: Year Ended December 31, (In millions) 2024 2023 2022 United States $ 3,434.7 $ 3,551.8 $ 3,946.6 China 1,911.3 1,889.0 1,951.3 ____________ No other country’s net sales represents more than 10% of consolidated net sales. 16. Commitments The Company has entered into employment and other agreements with certain executives and other employees that provide for compensation, retirement and certain other benefits. These agreements provide for severance payments under certain circumstances. Additionally, the Company has split-dollar life insurance agreements with certain retired executives. 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. 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. 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. 137 Table of Contents 17. Restructuring 2020 Restructuring Program During 2020, Viatris announced a significant global restructuring program in order to achieve synergies and ensure that the organization was optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers, and other stakeholders. As part of the restructuring, the Company optimized its commercial capabilities and enabling functions, and closed, downsized or divested certain manufacturing facilities globally that were deemed to be no longer viable either due to surplus capacity, challenging market dynamics or a shift in its product portfolio toward more complex products. The actions under the 2020 restructuring program were substantially completed during 2023. Since the initiation of the 2020 restructuring program, the Company has incurred total pre-tax charges of approximately $ 1.4 billion through December 31, 2023. Such charges included approximately $ 450 million of non-cash charges mainly related to accelerated depreciation and asset impairment charges, including inventory write-offs, and cash costs of approximately $ 950 million, primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations and other plant disposal costs. The following table summarizes the restructuring charges and the reserve activity for the restructuring program: (In millions) Employee Related Costs Other Exit Costs Total Balance at December 31, 2021 $ 292.6 $ 4.1 $ 296.7 Charges (2) 38.2 48.3 86.5 Cash payment ( 170.1 ) ( 15.3 ) ( 185.4 ) Utilization — ( 34.9 ) ( 34.9 ) Foreign currency translation ( 5.1 ) ( 0.3 ) ( 5.4 ) Balance at December 31, 2022 $ 155.6 $ 1.9 $ 157.5 Charges (1) 17.6 107.6 125.2 Cash payment ( 77.8 ) ( 10.3 ) ( 88.1 ) Utilization (3) ( 4.0 ) ( 99.2 ) ( 103.2 ) Foreign currency translation 0.8 — 0.8 Balance at December 31, 2023 $ 92.2 $ — $ 92.2 ____________ (1) For the year ended December 31, 2023, total restructuring charges in Developed Markets, Greater China, JANZ, Emerging Markets, and Corporate/Other were approximately $ 80.3 million, $ 0.4 million, $ 29.5 million, $ 13.9 million, and $ 1.1 million, respectively. (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, 2023, other exit costs included expense of $ 71.6 million relating to plant divestitures. 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. 138 Table of Contents 18. Licensing and Other Partner Agreements We periodically enter into licensing and other partner agreements with other pharmaceutical companies for the development, manufacture, marketing and/or sale of pharmaceutical products. Our significant licensing and other partner agreements are primarily focused on the development, manufacturing, supply and commercialization of multiple complex products. Under these agreements, we have future potential milestone payments and co-development expenses payable to third parties as part of our licensing, development and co-development programs. 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, including those related to the Idorsia Transaction. Refer to Note 9 Financial Instruments and Risk Management for further discussion of contingent consideration. Our potential maximum development milestones not accrued for at December 31, 2024 totaled approximately $ 419 million. We estimate that the amounts that may be paid during the next twelve months to be approximately $ 33 million. These agreements may also include potential sales-based milestones and call for us to pay a percentage of amounts earned from the sale of the product as a royalty or a profit share. The amounts disclosed do not include sales-based milestones or royalty or profit share obligations on future sales of product as the timing and amount of future sales levels and costs to produce products subject to these obligations is not reasonably estimable. These sales-based milestones or royalty or profit share obligations may be significant depending upon the level of commercial sales for each product. Mapi In 2018, the Company entered into an exclusive license and commercialization agreement with Mapi for the development and commercialization on a world-wide basis of GA Depot. 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 potential contingent payments, such as tiered royalties and tiered 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. 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. The Company holds investments in preferred shares of Mapi that are accounted for at cost, less impairment, if any, adjusted for observable price changes, in accordance with ASC 321, Investments – Equity Securities . During the year ended December 31, 2023, the Company made an additional investment of $ 30.0 million in preferred shares of Mapi. 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 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, 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. 139 Table of Contents Revance 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®. Under the agreement, the Company is primarily responsible for (a) clinical development activities outside of North America (excluding Japan) (b) regulatory activities, and (c) commercialization for any approved product. Revance is primarily responsible for (a) non-clinical development activities, (b) clinical development activities in North America, and (c) manufacturing and supply of clinical drug substance and drug product; Revance is solely responsible for an initial portion of non-clinical development costs. The remaining portion of any non-clinical development costs and clinical development costs for obtaining approval in the U.S. 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 The Company has a development and commercialization collaboration with Theravance Biopharma, for revefenacin. 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 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, 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. Under the terms of the agreements, Theravance Biopharma is eligible to receive potential development and sales milestone payments totaling approximately $ 293 million in the aggregate. As of December 31, 2024, the Company has paid a total of $ 50.0 million in milestone payments to Theravance Biopharma. 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. Many of these arrangements provide for payments by us upon the attainment of specified milestones. 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. 140 Table of Contents 19. Litigation 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. These matters are often complex and have outcomes that are difficult to predict. In addition, in connection with the Combination, the Company has generally assumed liability for, and control of, pending and threatened legal matters relating to the Upjohn Business – including certain matters initiated against Pfizer described below – and has agreed to indemnify Pfizer for liabilities arising out of such assumed legal matters. Pfizer, however, has agreed to retain various matters – including certain specified competition law matters – to the extent they arise from conduct during the pre-Distribution period and has agreed to indemnify the Company for liabilities arising out of such matters. 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 or repurchase shares 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 or repurchase shares 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. Legal costs are recorded as incurred and are classified in SG&A in the Company’s consolidated statements of operations. EpiPen® Auto-Injector Litigation On February 14, 2020, the Company, together with other non-Viatris affiliated companies, were named as defendants in a putative direct purchaser class action filed in the U.S. District Court for the District of Kansas relating to the pricing and/or marketing of the EpiPen® 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. 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. District Court for the District of Minnesota relating to contracts with certain pharmacy benefit managers concerning EpiPen® Auto-Injector. 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. 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. 141 Table of Contents 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. Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time. 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 or repurchase shares and/or stock price in future periods. Drug Pricing Matters Department of Justice 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 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 Beginning in 2016, the Company, along with other manufacturers, has been named as a defendant in lawsuits filed in the United States and Canada generally alleging anticompetitive conduct with respect to generic drugs. The lawsuits have been filed by plaintiffs, including putative classes of direct purchasers, indirect purchasers, and indirect resellers, as well as individual direct and indirect purchasers and certain cities and counties. 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 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”). Plaintiffs generally seek monetary damages, restitution, declaratory and injunctive relief, attorneys’ fees and costs. 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 and summary judgment motions are pending, with a potential for trial as soon as 2025 in those cases. Attorneys General Litigation On December 21, 2015, the Company received a subpoena and interrogatories from the Connecticut Office of the Attorney General seeking information relating to the marketing, pricing and sale of certain of the Company’s generic products and communications with competitors about such products. On December 14, 2016, attorneys general of certain states filed a complaint in the United States District Court for the District of Connecticut against several generic pharmaceutical drug manufacturers, including the Company, alleging anticompetitive conduct with respect to, among other things, a single drug product. 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 was transferred to the aforementioned MDL proceeding in the EDPA. The operative complaint includes attorneys general of forty- 142 Table of Contents 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-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. 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-one states and certain territories against several individuals, including a Company sales employee. 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. 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-three states, certain territories and the District of Columbia. 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, 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. Securities Related Litigation Purported class action complaints were filed in October 2016 against Mylan N.V. and Mylan Inc. (collectively, for the purposes of this paragraph, “Mylan”), certain of Mylan’s former directors and officers, and certain of the Company’s current directors and officers (collectively, for purposes of this paragraph, the “defendants”) in the United States District Court for the Southern District of New York (“SDNY”) on behalf of certain purchasers of securities of Mylan on the NASDAQ (“SDNY Class Action Litigation”). The complaints alleged 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 classification of their EpiPen® Auto-Injector as a non-innovator drug for purposes of the Medicaid Drug Rebate Program. 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 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’ 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. 143 Table of Contents 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. 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 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. (“WDPA Mylan N.V. 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. Plaintiff seeks certification of a class of purchasers of Mylan N.V. securities between February 16, 2016 and May 7, 2019. On May 18, 2023, the Court dismissed 45 of the 46 challenged statements. The complaint seeks monetary damages, as well as the plaintiff’s fees and costs. 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 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. Class Action Litigation. 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 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 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 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. Plaintiffs seek certification of a class of purchasers of Company securities between March 1, 2021 and February 25, 2022. 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. Viatris is named as a nominal defendant in these derivative actions. Certain of the complaints also assert claims for corporate waste and unjust enrichment. Plaintiffs seek various forms of relief, including damages, disgorgement, restitution, costs and fees. Opioids 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, 144 Table of Contents 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. The lawsuits generally seek equitable relief and monetary damages (including punitive and/or exemplary damages) based on a variety of legal theories, including various statutory and/or common law claims, such as negligence, public nuisance and unjust enrichment. The vast majority of these lawsuits have been consolidated in an MDL in the U.S. District Court for the Northern District Court of Ohio. 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. 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 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. 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 or repurchase shares and/or stock price in future periods. Citalopram 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 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. GUK, beginning in approximately 2018, has received notices from other health service authorities and insurers asserting an intention to file similar claims. Pursuant to an indemnification agreement, Merck KGaA and GUK have agreed to equally share any damages claimed against Merck KGaA and/or GUK alleged to have been caused by the conduct which is the subject of the European Commission decision. The Company has accrued approximately € 12.7 million as of December 31, 2024 related to this matter. It is reasonably possible that we will incur additional losses above the amount accrued but we cannot estimate a range of such reasonably possible losses at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts accrued. Perindopril 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. 145 Table of Contents Product Liability Like other pharmaceutical companies, the Company is involved in a number of product liability lawsuits related to alleged personal injuries arising out of certain products manufactured/or distributed by the Company, including but not limited to those discussed below. Plaintiffs in these cases generally seek damages and other relief on various grounds for alleged personal injury and economic loss. The Company has accrued approximately $ 70.1 million as of December 31, 2024 for its product liability matters. It is reasonably possible that we will incur additional losses and fees above the amount accrued but we cannot estimate a range of such reasonably possible losses or legal fees related to these claims at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts accrued. Nitrosamines The Company, along with numerous other manufacturers, retailers, and others, are parties to litigation relating to alleged trace amounts of nitrosamine impurities in certain products, including valsartan and ranitidine. The vast majority of these lawsuits naming the Company in the United States are pending in two MDLs, namely an MDL pending in the United States District Court for the District of New Jersey concerning valsartan and an MDL pending in the United States District Court for the Southern District of Florida concerning ranitidine. 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. 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 to the U.S. Court of Appeals for the Eleventh Circuit, which affirmed the dismissal. The personal injury and consumer putative class plaintiffs filed amended master complaints. The Company was not named as a defendant in the amended master complaints, though it was still named in certain short form complaints filed by personal injury plaintiffs. The trial court has dismissed all remaining claims against the generic defendants. Certain of the personal injury plaintiffs appealed this dismissal, which remains pending. Lipitor A number of individual and multi-plaintiff lawsuits have been filed against Pfizer in various federal and state courts alleging that the plaintiffs developed type 2 diabetes purportedly as a result of the ingestion of Lipitor. Plaintiffs seek compensatory and punitive damages. In February 2014, the federal actions were transferred for consolidated pre-trial proceedings to an MDL in the U.S. 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. State court proceedings remain pending in Missouri and New York. Depo-Provera 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. 146 Table of Contents 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. 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. The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include, a reasonable royalty on sales or damages measured by the profits lost by the patent owner. If there is a finding of willful infringement, damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than generic and biosimilar products. 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 or repurchase shares 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. Yupelri 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. The companies assert the invalidity and/or non-infringement of polymorph patents expiring in 2030 and 2031, and a method of use patent expiring in 2039. 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. 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, 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. Tyrvaya In June 2023, a generic company notified Oyster Point that it had filed an ANDA with the FDA seeking approval to market a generic version of Tyrvaya® with associated Paragraph IV certifications. The generic company asserts the invalidity and/or non-infringement of six Orange Book listed patents that all have expiration dates in October 2035. In July 2023, Oyster Point brought a patent infringement action against the generic filer in the U.S. 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. Amitiza In September 2023, Sawai Pharmaceutical Co. (“Sawai”) filed challenges with the Japanese Patent Office (“JPO”) asserting invalidity of patent term extensions for the JPP ‘4332353 patent (the ‘353 patent) relevant to Amitiza®, which the Company commercializes in Japan as a licensee of the relevant patents, including the ‘353 patent. Towa Pharmaceutical Co. Ltd. also filed a challenge to the ‘353 patent term extension in January 2024. Separately, in December 2023, Sawai filed an invalidity action with the JPO against the ‘353 patent itself. 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. 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. 147 Table of Contents Other Litigation The Company is involved in various other legal proceedings including commercial, contractual, employment, or other similar matters that are considered normal to its business. The Company has approximately $ 5.7 million accrued related to these various other legal proceedings at December 31, 2024. 148 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.