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We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: 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.
−Removed: 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.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was 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.
+Added: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill – Viatris Inc.
−Removed: Europe and JANZ Reporting Units – Refer to Note 8 to the financial statements.
+Added: All Reporting Units – Refer to Note 8 to the financial statements.
Critical Audit Matter Description
−Removed: The Company performed an annual goodwill impairment test as of April 1, 2024.
−Removed: 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.
+Added: The Company performed an interim goodwill impairment test as of March 31, 2025 and an annual goodwill impairment test as of April 1, 2025.
+Added: As of March 31, 2025, the Company had approximately $9.4 billion of consolidated goodwill, which was allocated to its North America ($3.1 billion), Europe ($3.9 billion), Greater China ($0.9 billion), JANZ ($0.3 billion), and Emerging Markets ($1.2 billion) reporting units prior to any impairment charges.
The Company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of each reporting unit to its carrying value.
−Removed: The Company performed its valuation analysis, using an income-based approach, to determine the fair value of its Europe and JANZ reporting units.
+Added: The Company performed its valuation analysis, using an income-based approach, to determine the fair value of its 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.
−Removed: 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.
−Removed: The Company recorded a goodwill impairment charge of $321.0 million during the second quarter related to the JANZ reporting
−Removed: 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.
−Removed: 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.
+Added: During the quarter ended March 31, 2025, the Company recorded goodwill impairment charges for the North America ($707.0 million), Europe ($1,554.0 million), JANZ ($300.8 million), and Emerging Markets ($375.0 million)
+Added: reporting units, for a total of $2.9 billion.
+Added: The impairment charges were primarily the result of significant increases in the business risks and uncertainty, which led to increases in discount rate assumptions for each reporting unit.
+Added: The fair value of the Greater China reporting unit exceeded its carrying value by approximately $322 million, or 5.8% as of March 31, 2025 and April 1, 2025.
+Added: Given that the reporting units’ revenues are sensitive to the potential for continued or additional drug pricing reduction pressures, general uncertainty related to timing of responses and approvals from the FDA resulting from evolving regulatory priorities and associated changes to the operations of the agency, and the potential for adverse impacts from future tariffs and trade restrictions, 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
−Removed: 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:
+Added: Our audit procedures related to the forecasts of future revenues (“forecasts”), and the selection of the discount rates and terminal growth rates for each reporting unit 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.
−Removed: • 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.
+Added: • We evaluated management’s ability to accurately forecast future revenues of the reporting units by comparing actual results to management’s historical forecasts.
• We evaluated the reasonableness of management’s revenue forecasts by comparing the projections to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases.
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• 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.
−Removed: Net Revenue Provisions – Sales Returns Accrual at MPI – Refer to Note 3 to the financial statements.
−Removed: Critical Audit Matter Description
−Removed: 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.
−Removed: The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns.
−Removed: The returns reserve at Mylan Pharmaceuticals Inc.
−Removed: (MPI) represents a significant component of the global sales returns reserve as of December 31, 2024.
−Removed: 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.
−Removed: 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.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the Net Revenue Provisions – Sales Returns Accrual at MPI included the following, among others:
−Removed: • 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.
−Removed: • We tested the effectiveness of controls over the calculation of the sales returns reserve at MPI.
−Removed: • We compared prior period sales returns accruals to sales returns credits subsequently issued to evaluate management’s ability to accurately forecast sales returns activity.
−Removed: • We developed independent expectations of product-level sales returns accruals and sales returns accruals in the aggregate using the following:
−Removed: 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
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Prepaid expenses and other current assets 1,436.3 1,710.5
−Removed: Assets held for sale — 2,786.0
Total current assets 9,789.2 9,520.7
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Current portion of long-term debt and other long-term obligations 1,933.3 8.3
−Removed: Liabilities held for sale — 275.1
Other current liabilities 3,282.9 3,724.7
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Additional paid-in capital 18,801.3 18,921.6
−Removed: Retained earnings 3,418.8 4,639.7
+Added: Retained (deficit) earnings ( 388.3 ) 3,418.8
Accumulated other comprehensive loss ( 2,707.0 ) ( 3,212.9 )
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94,176,848 as of December 31, 2025 and 40,483,663 as of December 31, 2024
+Added: 1,007.2 504.3
Total equity 14,711.3 18,635.5
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Selling, general and administrative 3,794.1 4,104.6 4,070.0
+Added: Impairment of goodwill 2,936.8 321.0 580.1
Litigation settlements and other contingencies, net ( 68.5 ) 350.9 111.6
Total operating expenses 7,676.6 5,613.5 5,672.4
−Removed: Earnings from operations
−Removed: 10.1 766.2 1,614.9
+Added: (Loss) earnings from operations ( 2,663.1 ) 10.1 766.2
Interest expense 471.3 550.0 573.1
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( 3,665.0 ) ( 623.2 ) 202.9
−Removed: Income tax provision 11.0 148.2 734.6
+Added: Income tax (benefit) provision ( 150.1 ) 11.0 148.2
Net (loss) earnings $ ( 3,514.9 ) $ ( 634.2 ) $ 54.7
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Foreign currency translation adjustment 902.6 ( 744.1 ) 139.2
−Removed: Change in unrecognized (loss) gain and prior service cost related to defined benefit plans ( 20.6 ) ( 18.7 ) 279.1
−Removed: Net unrecognized gain (loss) on derivatives in cash flow hedging relationships 53.4 13.9 ( 36.9 )
−Removed: Net unrecognized gain (loss) on derivatives in net investment hedging relationships 325.4 ( 178.5 ) 460.1
−Removed: Net unrealized (loss) gain on available-for-sale fixed income securities ( 0.1 ) 1.5 ( 2.8 )
−Removed: Other comprehensive loss, before tax ( 386.0 ) ( 42.6 ) ( 884.0 )
−Removed: Income tax provision (benefit) 79.5 ( 56.4 ) 132.9
−Removed: Other comprehensive (loss) earnings, net of tax ( 465.5 ) 13.8 ( 1,016.9 )
+Added: Change in unrecognized gain (loss) and prior service cost related to defined benefit plans 27.9 ( 20.6 ) ( 18.7 )
+Added: Net unrecognized (loss) gain on derivatives in cash flow hedging relationships ( 43.6 ) 53.4 13.9
+Added: Net unrecognized (loss) gain on derivatives in net investment hedging relationships ( 497.6 ) 325.4 ( 178.5 )
+Added: Net unrealized gain (loss) on available-for-sale fixed income securities 1.0 ( 0.1 ) 1.5
+Added: Other comprehensive gain (loss), before tax 390.3 ( 386.0 ) ( 42.6 )
+Added: Income tax (benefit) provision ( 115.6 ) 79.5 ( 56.4 )
+Added: Other comprehensive earnings (loss), net of tax 505.9 ( 465.5 ) 13.8
Comprehensive (loss) earnings $ ( 3,009.0 ) $ ( 1,099.7 ) $ 68.5
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Additional Paid-In Capital Retained
−Removed: Earnings Accumulated Other Comprehensive Loss Total
+Added: (Deficit) Earnings Accumulated Other Comprehensive Loss Total
Common Stock Treasury Stock
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Net earnings — — — 54.7 — — — 54.7
−Removed: Other comprehensive loss, net of tax — — — — — — ( 1,016.9 ) ( 1,016.9 )
+Added: Other comprehensive earnings, net of tax — — — — — — 13.8 13.8
Share-based compensation expense — — 180.7 — — — — 180.7
−Removed: Issuance of restricted stock, net
−Removed: 3,972,427 — 1.6 — — — — 1.6
+Added: Issuance of restricted stock and stock options exercised, net 7,892,041 0.1 5.1 — — — — 5.2
+Added: Common stock repurchase — — — — 21,239,521 ( 251.8 ) — ( 251.8 )
Taxes related to the net share settlement of equity awards — — ( 26.1 ) — — — — ( 26.1 )
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— — — ( 590.6 ) — — — ( 590.6 )
+Added: 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
−Removed: Net earnings — $ — $ — $ 54.7 — $ — $ — $ 54.7
−Removed: Other comprehensive earnings, net of tax — — — — — — 13.8 13.8
+Added: Net loss — $ — $ — $ ( 634.2 ) — $ — $ — $ ( 634.2 )
+Added: Other comprehensive loss, net of tax — — — — — — ( 465.5 ) ( 465.5 )
Share-based compensation expense — — 146.1 — — — — 146.1
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— — — ( 586.7 ) — — — ( 586.7 )
−Removed: Other — — 6.1 — — — — 6.1
Balance at December 31, 2024 1,234,131,491 $ 12.3 $ 18,921.6 $ 3,418.8 40,483,663 $ ( 504.3 ) $ ( 3,212.9 ) $ 18,635.5
Net loss — $ — $ — $ ( 3,514.9 ) — $ — $ — $ ( 3,514.9 )
−Removed: Other comprehensive loss, net of tax — — — — — — ( 465.5 ) ( 465.5 )
+Added: Other comprehensive earnings, net of tax — — — — — — 505.9 505.9
Share-based compensation expense — 177.7 — — — — 177.7
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Deferred income tax benefit ( 476.5 ) ( 767.6 ) ( 387.1 )
−Removed: ( 767.6 ) ( 387.1 ) ( 25.9 )
Litigation settlements and other contingencies, net ( 40.2 ) 274.5 86.8
−Removed: Loss (gain) on disposal of business 399.5 239.9 ( 1,754.1 )
+Added: Loss on disposal of business 101.0 399.5 239.9
Share-based compensation expense 177.7 146.1 180.7
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50.8 12.3 100.4
+Added: Impairment of goodwill 2,936.8 321.0 580.1
Other non-cash items 969.3 ( 23.3 ) 15.3
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Proceeds from the sale of marketable securities 23.9 26.0 26.3
−Removed: Net cash provided by (used in) investing activities 1,800.7 ( 864.5 ) 1,474.1
+Added: Net cash (used in) provided by investing activities ( 427.7 ) 1,800.7 ( 864.5 )
Cash flows from financing activities:
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Effect on cash of changes in exchange rates 17.6 ( 30.7 ) ( 2.5 )
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash ( 257.5 ) ( 268.9 ) 556.3
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash 611.9 ( 257.5 ) ( 268.9 )
Cash, cash equivalents and restricted cash — beginning of period 736.1 993.6 1,262.5
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Cash paid during the period for:
−Removed: Income taxes $ 514.0 $ 570.9 $ 735.2
Interest $ 492.6 $ 561.1 $ 611.6
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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.
−Removed: The Company operates in more than 165 countries and territories with approximately 32,000 employees.
−Removed: 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.
+Added: The Company operates in more than 165 countries and territories with more than 30,000 employees.
+Added: The Company has 27 manufacturing, packaging, and distribution sites worldwide, more than 1,400 approved molecules, and what we believe is 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.
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Viatris is headquartered in the U.S., with global centers in Pittsburgh, Pennsylvania, Shanghai, China and Hyderabad, India.
−Removed: 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.
−Removed: 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.
+Added: Charges related to the impairment of goodwill, which were previously presented in SG&A in the consolidated statements of operations, and which were previously presented in Other non-cash items in the consolidated statements of cash flows, are now presented in Impairment of Goodwill in the consolidated statements of operations and the consolidated statements of cash flows.
Summary of Significant Accounting Policies
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Dollar as our functional currency in Turkey, which historically utilized the Turkish lira as the functional currency.
−Removed: 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.
+Added: Application of the guidance in ASC 830 did not have a material impact on our consolidated financial statements for the three years ended December 31, 2025.
Cash and Cash Equivalents.
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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.
−Removed: Any resulting goodwill impairment is recorded within SG&A.
+Added: Any resulting goodwill impairment is recorded within Impairment of Goodwill .
The Company records amounts received as part of TSAs within Other expense (income), net.
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Short-Term Borrowings.
−Removed: The Company’s subsidiaries in India have working capital facilities with several banks which are secured by its current assets.
+Added: The Company’s subsidiaries in India have working capital facilities with several banks.
The Company also has the Commercial Paper Program and Receivables Facility.
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• Chargebacks :
−Removed: 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.
+Added: the Company has agreements with certain indirect customers, such as independent pharmacies, retail pharmacy chains, managed care organizations, hospitals, nursing homes, governmental agencies and PBMs, 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.
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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.
−Removed: 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.
−Removed: In certain European countries, certain rebates are calculated on the governments total pharmaceutical spending or on specific product sale thresholds.
+Added: In certain European countries, certain rebates are calculated on the government’s 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.
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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.
−Removed: Basic and diluted (loss) earnings per share attributable to Viatris Inc.
−Removed: are calculated as follows:
−Removed: Year Ended December 31,
−Removed: (In millions, except per share amounts) 2024 2023 2022
−Removed: Basic (loss) earnings attributable to Viatris Inc.
−Removed: common shareholders (numerator):
−Removed: Net (loss) earnings attributable to Viatris Inc.
−Removed: common shareholders $ ( 634.2 ) $ 54.7 $ 2,078.6
−Removed: Shares (denominator):
−Removed: Weighted average shares outstanding 1,193.3 1,200.3 1,212.1
−Removed: Basic (loss) earnings per share attributable to Viatris Inc.
−Removed: shareholders $ ( 0.53 ) $ 0.05 $ 1.71
−Removed: Diluted (loss) earnings attributable to Viatris Inc.
−Removed: common shareholders (numerator):
−Removed: Net (loss) earnings attributable to Viatris Inc.
−Removed: common shareholders $ ( 634.2 ) $ 54.7 $ 2,078.6
−Removed: Shares (denominator):
−Removed: Weighted average shares outstanding 1,193.3 1,200.3 1,212.1
−Removed: Share-based awards — 6.6 5.3
−Removed: Total dilutive shares outstanding 1,193.3 1,206.9 1,217.4
−Removed: Diluted (loss) earnings per share attributable to Viatris Inc.
−Removed: shareholders $ ( 0.53 ) $ 0.05 $ 1.71
−Removed: 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.
−Removed: Excluded shares also include certain share-based compensation awards and restricted shares whose performance conditions had not been fully met.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The program does not have an expiration date.
−Removed: 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.
−Removed: The Company did not repurchase any shares of common stock under the share repurchase program in 2022.
−Removed: The share repurchase program does not obligate the Company to acquire any particular amount of common stock.
−Removed: 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.
−Removed: 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:
−Removed: 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.
+Added: From time to time the Company may enter into derivative financial instruments (including but not limited to foreign currency forward contracts, interest rate swaps and cross currency swaps) designed to:
+Added: 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 a net investment in a foreign operation, or 6) 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.
−Removed: When the derivative instrument qualifies as a cash flow hedge, changes in the fair value are deferred through other comprehensive earnings.
−Removed: 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.
+Added: When the derivative instrument qualifies as a cash flow hedge or a net investment hedge, changes in the fair value are deferred through other comprehensive earnings.
+Added: 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 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.
−Removed: The Company’s financial instruments consist primarily of short-term and long-term debt, interest rate swaps, forward contracts and option contracts.
+Added: The Company’s financial instruments consist primarily of short-term and long-term debt, interest rate and cross currency swaps, and forward 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.
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Adoption of New Accounting Standards
−Removed: 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.
−Removed: GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
−Removed: 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.
−Removed: On December 21, 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC 848 until December 31, 2024.
−Removed: 2022-06 became effective upon issuance.
−Removed: The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: 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.
−Removed: 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.
−Removed: The standard requires retrospective application to all prior periods presented.
−Removed: We adopted this ASU effective December 31, 2024.
−Removed: Refer to Note 15 Segment Information for additional information.
−Removed: 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.
−Removed: Accounting Standards and Disclosure Rules Issued Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
1 unchanged sentence
The amendments in ASU 2023-09 are effective for all public entities for fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statement disclosures.
−Removed: In March 2024, the SEC adopted final rules under SEC Release No.
−Removed: 34-99678 and No.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In April 2024, the SEC stayed the effectiveness of the Final Rules and the timing of the effectiveness of these disclosure requirements remains uncertain.
−Removed: 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.
−Removed: The Company is currently monitoring the status of the Final Rules and assessing their impact on its consolidated financial statement disclosures.
+Added: We adopted this ASU on a prospective basis beginning with the year ended December 31, 2025.
+Added: Refer to Note 12 Income Taxes for additional information.
+Added: The adoption of ASU 2023-09 did not affect the Company’s financial condition, results of operations or cash flows as the guidance only requires additional disclosures.
+Added: Accounting Standards Issued Not Yet Adopted
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.
1 unchanged sentence
The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statement disclosures.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient permitting an entity to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.
+Added: ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.
+Added: Entities should apply the new guidance prospectively.
+Added: The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and disclosures.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other – Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for, and disclosure of, internal-use software costs under ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software .
+Added: ASU 2025-06 is intended to simplify and modernize the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages under Subtopic 350-40.
+Added: The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.
+Added: The guidance can be applied prospectively, retrospectively or under a modified transition approach.
+Added: The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.
+Added: In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):
+Added: Accounting for Government Grants Received by Business Entities , which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.
+Added: The amendments in ASU 2025-10 are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted.
+Added: The guidance can be applied under a modified prospective approach, a modified retrospective approach, or a full retrospective approach.
+Added: The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.
Revenue Recognition and Accounts Receivable
15 unchanged sentences
Total Viatris $ 9,251.9 $ 2,160.4 $ 1,424.5 $ 2,551.6 $ 15,388.4
−Removed: (a) Amounts include the impact of foreign currency translations compared to the prior year period.
−Removed: (b) Amounts reflected in the above tables include net sales attributable to divested businesses until the date of disposition.
+Added: (a) 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.
+Added: Amounts also reflect the impact of foreign currency fluctuations.
+Added: 2025 amounts further reflect the Indore Impact.
The following table presents net sales on a consolidated basis for select key products for the years ended December 31, 2025, 2024, and 2023, respectively:
5 unchanged sentences
Lyrica ® 487.0 495.4 556.5
−Removed: Viagra ® 395.6 428.8 458.9
EpiPen® Auto-Injectors 469.7 392.0 442.2
+Added: Viagra ® 408.2 395.6 428.8
Creon ® 365.8 328.2 304.9
5 unchanged sentences
Yupelri ® $ 266.9 $ 238.5 $ 220.8
−Removed: Dymista ® 188.0 200.0 179.8
Influvac ® 194.4 178.7 192.4
+Added: Dymista ® 163.6 188.0 200.0
Amitiza ® 158.1 149.2 157.0
18 unchanged sentences
Refer to Note 5 Divestitures for additional information.
+Added: Amounts also reflect the impact of foreign currency fluctuations.
+Added: 2025 amounts further reflect the Indore Impact.
The following is a rollforward of the categories of variable consideration during 2025:
21 unchanged sentences
Total allowances for doubtful accounts were $ 136.0 million and $ 107.6 million at December 31, 2025 and 2024, respectively.
−Removed: The reduction in accounts receivable includes the impact of divestitures.
−Removed: Refer to Note 5 Divestitures for additional information.
Viatris performs ongoing credit evaluations of its customers and generally does not require collateral.
6 unchanged sentences
We derecognized $ 301.9 million and $ 68.5 million of accounts receivable as of December 31, 2025 and 2024, respectively, under these factoring arrangements.
−Removed: Additionally, in 2023, we entered into a similar arrangement for certain European countries.
−Removed: 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 .
+Added: Additionally, we have a similar arrangement for certain European countries.
+Added: As of December 31, 2024, we assigned and derecognized approximately $ 29.9 million of Trade Receivables, Net, which were included in Other Receivables .
+Added: As of December 31, 2025, no amounts were assigned and derecognized.
Acquisitions and Other Transactions
3 unchanged sentences
Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs.
−Removed: 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).
+Added: Viatris has worldwide commercialization rights for both selatogrel and cenerimod (which excluded, 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.
−Removed: The agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.
+Added: The agreements also provided 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.
2 unchanged sentences
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.
−Removed: 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.
+Added: During the years ended December 31, 2025 and 2024, the Company incurred acquisition-related costs of approximately $ 26.8 million and $ 3.9 million, respectively, which were recorded primarily in SG&A in the consolidated statements of operations.
GAAP purchase price allocated to the transaction was $ 695 million, which consisted of $ 350 million of cash consideration paid and estimated contingent consideration at the date of acquisition valued at approximately $ 345 million.
3 unchanged sentences
The allocation of the purchase price to the assets acquired and liabilities assumed is shown below.
−Removed: There were no measurement period adjustments during 2024.
+Added: There were no measurement period adjustments.
(In millions)
11 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
None of the goodwill recognized in this transaction is expected to be deductible for income tax purposes.
−Removed: 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.
+Added: 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 years ended December 31, 2024 and 2023.
+Added: 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.
+Added: Under the terms of the letter agreement, Viatris received 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.
+Added: In addition, the joint development committee was replaced with a transition committee to oversee the transition of both development programs to Viatris.
+Added: Refer to Note 9 Financial Instruments and Risk Management for additional information on the fair value adjustment to the Idorsia Transaction contingent consideration liability recorded during the year ended December 31, 2025 as a result of the February 25, 2025 letter agreement.
Oyster Point Acquisition
6 unchanged sentences
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.
−Removed: 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.
−Removed: GAAP purchase price was $ 392.7 million, net of cash acquired.
−Removed: The allocation of the purchase price to the assets acquired and liabilities assumed for Oyster Point is as follows:
−Removed: (In millions) Preliminary Purchase Price Allocation as of January 3, 2023 (a)
−Removed: Measurement Period Adjustments (b)
−Removed: Purchase Price Allocation as of December 31, 2023 (as adjusted)
−Removed: Current assets (excluding inventories and net of cash acquired) $ 26.9 $ — $ 26.9
−Removed: Inventories 37.8 — 37.8
−Removed: Property, plant and equipment 1.4 — 1.4
−Removed: Identified intangible assets 334.0 — 334.0
−Removed: Goodwill 5.9 0.8 6.7
−Removed: Deferred income tax benefit 17.7 ( 0.8 ) 16.9
−Removed: Other assets 7.7 — 7.7
−Removed: Total assets acquired $ 431.4 $ — $ 431.4
−Removed: Current liabilities 37.0 — 37.0
−Removed: Other noncurrent liabilities 1.7 — 1.7
−Removed: Net assets acquired (net of $ 34.7 of cash acquired)
−Removed: $ 392.7 $ — $ 392.7
−Removed: (a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023.
−Removed: (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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: All of the goodwill was assigned to the Developed Markets segment.
−Removed: 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.
5 unchanged sentences
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.
−Removed: (Unaudited, in millions, except per share amounts) December 31, 2023 December 31, 2022
+Added: (Unaudited, in millions, except per share amounts) December 31, 2023
Total revenues $ 15,426.9
1 unchanged sentence
Earnings per share:
−Removed: Basic $ 0.08 $ 1.57
Diluted $ 0.08
12 unchanged sentences
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.
−Removed: 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.
−Removed: The allocation of the purchase price to the assets acquired and liabilities assumed for Famy Life Sciences is as follows:
−Removed: (In millions) Preliminary Purchase Price Allocation as of January 3, 2023 (a)
−Removed: Measurement Period Adjustments (b)
−Removed: Purchase Price Allocation as of December 31, 2023 (as adjusted)
−Removed: IPR&D $ 290.0 $ — $ 290.0
−Removed: Goodwill 89.3 ( 0.1 ) 89.2
−Removed: Total assets acquired $ 379.3 $ ( 0.1 ) $ 379.2
−Removed: Current liabilities 2.2 — 2.2
−Removed: Deferred tax liabilities 52.1 ( 0.1 ) 52.0
−Removed: Net assets acquired (net of $ 0.2 of cash acquired)
−Removed: $ 325.0 $ — $ 325.0
−Removed: (a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023.
−Removed: (b) The measurement period adjustment was recorded in the fourth quarter of 2023 and is related to income taxes.
−Removed: 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.
−Removed: 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.
−Removed: A discount rate of 23.9 % was utilized to discount net cash inflows to present values.
−Removed: IPR&D is accounted for as an indefinite-lived intangible asset and will
−Removed: be subject to impairment testing until completion or abandonment of the projects.
−Removed: Upon successful completion and launch of each product, the Company will make a determination of the estimated useful life of the individual asset.
−Removed: The acquired IPR&D projects are in various stages of completion.
−Removed: 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.
−Removed: Refer to Note 8 Goodwill and Intangible Assets for additional information.
−Removed: 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.
−Removed: All of the goodwill was assigned to the Developed Markets segment.
−Removed: None of the goodwill recognized in this transaction is expected to be deductible for income tax purposes.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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 year ended December 31, 2023.
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.
−Removed: The Company has substantially completed all these divestitures by the end of 2024.
+Added: The Company had substantially completed all these divestitures by the end of 2024.
The OTC, API and women’s healthcare businesses were deemed businesses for U.S.
2 unchanged sentences
The sale of the rights to two women’s healthcare products in certain countries was accounted for as an asset sale.
−Removed: 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.
+Added: 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, some of which include various on-going financial obligations.
+Added: The transition services were substantially concluded as of December 31, 2025.
+Added: During the year ended December 31, 2025, the Company recorded additional pre-tax charges of approximately $ 101.0 million, primarily related to the divestitures of the OTC and API businesses.
+Added: The additional charges were recorded as a component of Other Expense (Income), Net in the consolidated statements 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.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized TSA income related to all divestitures of approximately $ 39.4 million, $ 69.9 million, and $ 168.0 million, respectively.
4 unchanged sentences
The transaction included two manufacturing facilities in India.
−Removed: 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.
10 unchanged sentences
As such, the related assets and liabilities were classified as held for sale in the consolidated balance sheet as of December 31, 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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, 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.
+Added: During the year ended December 31, 2024, the Company recorded
+Added: additional pre-tax charges of approximately $ 369.0 million.
+Added: 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 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.
2 unchanged sentences
The transaction closed in June 2024.
−Removed: 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
−Removed: In the fourth quarter of 2022, the commercialization rights in the Upjohn Distributor Markets met the criteria to be classified as held for sale.
−Removed: 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.
−Removed: 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 .
+Added: During the year ended December 31, 2023, the Company recorded charges totaling $ 136.4 million related to the divestiture of the commercialization rights in the Upjohn Distributor Markets, 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.
1 unchanged sentence
On November 29, 2022, Viatris completed a transaction to contribute its biosimilars portfolio to Biocon Biologics.
−Removed: 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.
−Removed: 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.
−Removed: The current year gain is primarily related to changes in certain market factors, including Biocon’s share price.
−Removed: 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 .
−Removed: The fair value is reassessed quarterly.
+Added: Under the terms of the Biocon Agreement, Viatris received approximately $ 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.
+Added: In December 2025, the Company entered into definitive agreements with Biocon for the sale of the Company’s equity stake in Biocon Biologics.
+Added: Under the terms of the definitive agreements, Biocon acquired all of Viatris’ CCPS in Biocon Biologics for total consideration of $ 815.0 million, consisting of $ 400.0 million in cash and $ 415.0 million in newly issued equity shares of Biocon, which are listed and traded on the National Stock Exchange of India.
+Added: The transaction closed during the first quarter of 2026 and the shares are subject to a six-month lock up period.
+Added: In addition, the terms of the definitive agreements accelerate the expiration of biosimilars non-compete restrictions previously placed on Viatris in 2022 in connection with Viatris’ sale of its biosimilars portfolio and related commercial and other capabilities to Biocon Biologics.
+Added: These restrictions expired immediately at the time of close for all ex-U.S.
+Added: markets and will expire in November 2026 for U.S.
Refer to Note 9 Financial Instruments and Risk Management for further discussion.
6 unchanged sentences
Biocon Biologics had substantially exited all transition services with Viatris as of December 31, 2023.
−Removed: 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).
−Removed: 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.
−Removed: The Company has not recognized the results of the business in its consolidated financial statements subsequent to November 29, 2022.
−Removed: 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.
−Removed: The collaboration was terminated upon closing of the Biocon Biologics Transaction.
−Removed: Assets and Liabilities Held for Sale
−Removed: The Company did not have assets and liabilities classified as held for sale at December 31, 2024.
−Removed: Assets and liabilities held for sale consisted of the following at December 31, 2023:
−Removed: (In millions) December 31, 2023
−Removed: Assets held for sale
−Removed: Accounts receivable, net $ 112.1
−Removed: Inventories 422.4
−Removed: Prepaid expenses and other current assets 7.5
−Removed: Property, plant and equipment, net 262.2
−Removed: Intangible assets, net 1,946.0
−Removed: Goodwill 188.0
−Removed: Other assets 5.1
−Removed: Valuation allowance on assets held for sale ( 157.3 )
−Removed: Total assets held for sale $ 2,786.0
−Removed: Liabilities held for sale
−Removed: Accounts payable $ 137.4
−Removed: Other current liabilities 35.3
−Removed: Deferred income tax liability 77.2
−Removed: Other long-term obligations 25.2
−Removed: Total liabilities held for sale $ 275.1
Balance Sheet Components
17 unchanged sentences
Prepaid expenses $ 225.4 $ 140.9
−Removed: Deferred consideration due from Biocon Biologics — 321.2
Available-for-sale fixed income securities 40.7 38.0
20 unchanged sentences
CCPS in Biocon Biologics (1)
+Added: $ 815.0 $ 1,349.8
Operating lease right-of-use assets 271.3 253.1
−Removed: Non-marketable equity investments (1)
Other long-term assets 785.6 754.0
Other assets $ 1,871.9 $ 2,356.9
−Removed: (1) Refer to Note 18 Licensing and Other Partner Agreements for further discussion.
+Added: (1) Refer to Note 5 Divestitures for further discussion.
Accounts payable
8 unchanged sentences
These amounts are included within Accounts payable in the consolidated balance sheets.
−Removed: The rollforward of the Company’s outstanding obligations under its supply chain finance program for the year ended December 31, 2024 is as follows:
−Removed: (In millions) December 31, 2024
+Added: The rollforward of the Company’s outstanding obligations under its supply chain finance program for the years ended December 31, 2025 and 2024 are as follows:
+Added: (In millions) December 31, 2025 December 31, 2024
Confirmed obligations outstanding at the beginning of the year
+Added: $ 41.9 $ 65.1
Invoices confirmed during the year
Confirmed invoices paid during the year
+Added: ( 170.0 ) ( 180.7 )
Confirmed obligations outstanding at the end of the year
+Added: $ 34.5 $ 41.9
Other current liabilities
19 unchanged sentences
Other long-term obligations $ 2,014.9 $ 1,939.2
−Removed: (1) Balance as of December 31, 2024 includes a total of $ 378.0 million related to the Idorsia Transaction.
−Removed: Refer to Note 9 Financial Instruments and Risk Management for additional information.
The Company has operating leases of real estate, consisting primarily of administrative offices, manufacturing and distribution facilities, and R&D facilities.
20 unchanged sentences
Total lease liability $ 287.5
−Removed: As of December 31, 2024, the Company had additional leases, primarily for administrative offices, that have not yet commenced totaling approximately $ 5.8 million.
+Added: As of December 31, 2025, the Company did not have leases that had not yet commenced.
For the years ended December 31, 2025, 2024 and 2023, the Company had operating lease expense of approximately $ 92.2 million, $ 89.8 million and $ 87.6 million, respectively.
8 unchanged sentences
Impairment — — ( 321.0 ) — ( 321.0 )
−Removed: ( 544.0 ) — ( 30.0 ) ( 7.0 ) ( 581.0 )
−Removed: Reclassification to assets held for sale ( 52.0 ) — — ( 137.0 ) ( 189.0 )
Foreign currency translation ( 374.0 ) ( 11.3 ) ( 29.6 ) ( 17.4 ) ( 432.3 )
Balance at December 31, 2024 $ 6,752.9 $ 921.5 $ 295.1 $ 1,163.8 $ 9,133.3
−Removed: Acquisitions 19.5 — — — 19.5
Impairment ( 2,261.0 ) — ( 300.8 ) ( 375.0 ) ( 2,936.8 )
1 unchanged sentence
Balance at December 31, 2025 $ 5,024.5 $ 933.2 $ — $ 797.0 $ 6,754.7
+Added: (1) Balance as of December 31, 2025 includes an accumulated impairment loss of $ 3.19 billion.
Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 929.0 million.
−Removed: Balance as of December 31, 2022 includes an accumulated impairment loss of $ 385.0 million.
−Removed: (2) Balance as of December 31, 2024 includes an accumulated impairment loss of $ 351.0 million.
+Added: (2) Balances as of December 31, 2025, 2024, and 2023 include an accumulated impairment loss of $ 651.8 million, $ 351.0 million, and $ 30.0 million, respectively.
(3) Balance as of December 31, 2025 includes an accumulated impairment loss of $ 499.0 million.
Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 124.0 million.
−Removed: Balance as of December 31, 2022 includes an accumulated impairment loss of $ 117.0 million.
−Removed: (4) Reflects goodwill relating to the divestitures.
−Removed: Refer to Note 5 Divestitures for additional information.
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.
−Removed: The Company performed the annual goodwill impairment test as of April 1, 2024.
−Removed: 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.
+Added: During the first quarter of 2025, the Company experienced a sharp and sustained decline in its share price and significantly increased uncertainty and volatility in the geopolitical and economic environments in which the Company operates.
+Added: As a result of these factors, the Company determined that a triggering event had occurred for each of its reporting units and performed an interim goodwill impairment test as of March 31, 2025.
+Added: The Company also performed the annual goodwill impairment test as of April 1, 2025.
+Added: There were no significant changes from the interim goodwill test performed at March 31, 2025 and the results were consistent with the interim goodwill impairment test.
+Added: Also, no triggering events have been identified since the April 1, 2025 impairment test date.
+Added: The Company performed both its interim and annual goodwill impairment tests 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: These conditions impacted all reporting units, with the most significant impact in JANZ and Emerging Markets.
−Removed: The impact in the other reporting units was offset by changes in other discount rate assumptions.
−Removed: As of April 1, 2024, the allocation of the Company’s total goodwill was as follows:
+Added: For the March 31, 2025 interim goodwill impairment test, when compared to the prior year annual goodwill impairment test completed on April 1, 2024, the significantly increased uncertainty and volatility in the geopolitical and economic environments in which the Company operates increased the Company’s business risks, including, but not limited to, the potential for continued or additional drug pricing reduction pressures, general uncertainty related to timing of responses and approvals from the FDA resulting from evolving regulatory priorities and associated changes to the operations of the agency, and the potential for adverse impacts from future tariffs and trade restrictions.
+Added: The negative impact of any or all of these factors could be material.
+Added: The significant increase in business risks and uncertainty led to an increase in discount rate assumptions impacting all reporting units as compared to the April 1, 2024 annual goodwill impairment test.
+Added: As of March 31, 2025 (prior to the impairment charges noted below), the allocation of the Company’s total goodwill was as follows:
North America $ 3.09 billion, Europe $ 3.92 billion, Emerging Markets $ 1.17 billion, JANZ $ 0.30 billion and Greater China $ 0.92 billion.
−Removed: 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.
−Removed: 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.
−Removed: For the JANZ reporting unit at April 1, 2024, the Company forecasted cash flows for the next 10 years.
−Removed: During the forecast period, the revenue compound annual growth rate was approximately negative 0.3 %.
+Added: In conjunction with its March 31, 2025 interim goodwill impairment test, the Company recorded the following impairment charges in the first quarter of 2025:
+Added: (In millions) North America
+Added: Emerging Markets
+Added: Impairment charge
+Added: $ 707.0 $ 1,554.0 $ 300.8 $ 375.0 $ 2,936.8
+Added: For the North America reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years.
+Added: During the forecast period, the revenue compound annual growth rate was approximately 3.1 %.
+Added: A terminal year value was calculated with a negative 3.0 % revenue growth rate applied.
+Added: The discount rate utilized was 12.5 % and the estimated tax rate was 24.8 %.
+Added: For the Europe reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years.
+Added: During the forecast period, the revenue compound annual growth rate was approximately 3.3 %.
A terminal year value was calculated with a 2.0 % revenue growth rate applied.
The discount rate utilized was 12.0 % and the estimated tax rate was 15.8 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the Emerging Markets reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years.
During the forecast period, the revenue compound annual growth rate was approximately 3.5 %.
1 unchanged sentence
The discount rate utilized was 14.5 % and the estimated tax rate was 16.7 %.
−Removed: 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.
−Removed: 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 .
−Removed: 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 .
+Added: For the JANZ reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years.
+Added: During the forecast period, the revenue compound annual growth rate was approximately negative 0.9 %.
+Added: A terminal year value was calculated with a 1.0 % revenue growth rate applied.
+Added: The discount rate utilized was 8.5 % and the estimated tax rate was 30.2 %.
+Added: After the goodwill impairment charge recorded during the first quarter of 2025, there is no remaining goodwill allocated to the JANZ reporting unit.
+Added: Following the goodwill impairment charges recorded in these reporting units, since the carrying value of the reporting units is equal to their estimated fair value as of March 31, 2025 and April 1, 2025, if market conditions or the projected results were to negatively change, it may be necessary to record further impairment charges to one or more of these reporting units in future periods.
+Added: Any such future charges could be material.
+Added: For the Greater China reporting unit, the estimated fair value exceeded its carrying value by approximately $ 322.0 million or 5.8 % for both the March 31, 2025 and April 1, 2025 goodwill impairment tests.
+Added: As it relates to the discounted cash flow approach for the Greater China reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years.
+Added: During the forecast period, the revenue compound annual growth rate was approximately 1.6 %.
+Added: A terminal year value was calculated with a negative 1.5 % revenue growth rate applied.
+Added: The discount rate utilized was 15.0 % and the estimated tax rate was 24.7 %.
+Added: If all other assumptions are held constant, a reduction in the terminal value growth rate by 3.5 % or an increase in discount rate by 1.0 % would result in an impairment charge for the Greater China reporting unit.
+Added: In conjunction with its April 1, 2024 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.
+Added: 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 compared with the assumptions used for the April 1, 2023 annual goodwill impairment test.
In the fourth quarter of 2023, the OTC Business met the criteria to be classified as held for sale.
−Removed: 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.
+Added: 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.
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.
−Removed: 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.
−Removed: Upon closing of the Biocon Biologics Transaction on November 29, 2022, we derecognized goodwill of $ 919.7 million allocated to the biosimilars portfolio.
−Removed: In the fourth quarter of 2022, the commercialization rights in the Upjohn Distributor Markets met the criteria to be classified as held for sale.
−Removed: 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.
−Removed: 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.
−Removed: Refer to Note 5 Divestitures for additional information on these divestitures.
+Added: Refer to Note 5 Divestitures for additional information.
Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
33 unchanged sentences
Intangible asset disposal & impairment charges
−Removed: 7.5 32.0 172.9
Total intangible asset amortization expense (including disposal & impairment charges) $ 2,423.7 $ 2,536.1 $ 2,349.1
+Added: On July 18, 2025, the Company announced that a randomized, double-masked, vehicle-controlled, Phase 3 study to evaluate the efficacy and safety of pimecrolimus 0.3% (MR-139) ophthalmic ointment in subjects with blepharitis did not meet its primary endpoint of complete resolution of debris after six weeks of twice daily dosing.
+Added: During the fourth quarter of 2025, the Company made the decision not to proceed with an additional Phase 3 study.
+Added: As a result, the Company fully impaired the related IPR&D asset and recorded impairment expense of $ 71.7 million in its consolidated statements of operations.
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.
5 unchanged sentences
Any future long-lived assets impairment charges could have a material impact on the Company’s consolidated financial condition and results of operations.
−Removed: 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.
+Added: During the year ended December 31, 2023, the Company recognized intangible asset charges of approximately $ 32.0 million, 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.
5 unchanged sentences
Discount rates ranging between 11.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2024.
−Removed: A discount rate of 10.5 % was utilized in the valuations performed during the year ended December 31, 2022.
+Added: Discount rates ranging between 10.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2023.
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 .
9 unchanged sentences
Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the consolidated statements of operations.
−Removed: 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.
+Added: 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, and Chinese Renminbi for up to eighteen 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.
16 unchanged sentences
1,250.0 1,250.0 1,250.0
−Removed: 1.362 % Euro Senior Notes due 2027
−Removed: 850.0 850.0 850.0
−Removed: 3.125 % Euro Senior Notes due 2028
−Removed: 750.0 750.0 750.0
−Removed: 1.908 % Euro Senior Notes due 2032
−Removed: 1,250.0 1,250.0 1,250.0
−Removed: Foreign currency forward contracts (4)
Euro Total € 2,850.0 € 2,850.0 € 2,850.0
1 unchanged sentence
Yen Total ¥ 40,000.0 ¥ 40,000.0 ¥ 40,000.0
−Removed: (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.
−Removed: The Euro Senior Notes were repaid at maturity during the fourth quarter of 2024.
−Removed: (2) The Euro Senior Notes were repaid at maturity during the second quarter of 2024.
−Removed: (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.
−Removed: The remaining Senior Notes were fully redeemed in October 2024.
−Removed: (4) The principal amount of the foreign currency forward contracts at December 31, 2023 was € 500 million.
−Removed: The contracts matured in July 2024.
+Added: (1) In February 2026, the Company de-designated the € 750.0 million 3.125 % Euro Senior Notes due 2028 as net investment hedges.
At December 31, 2025, the principal amount of the Company’s outstanding Yen borrowings and the notional amount of the Yen borrowings designated as net investment hedges was $ 255.2 million.
5 unchanged sentences
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.
+Added: During the third quarter of 2025, the Company terminated its Yen fixed-rate cross-currency interest rate swaps in exchange for $ 3.4 million in cash proceeds, net of fees.
During the fourth quarter of 2023, the Company executed foreign currency forward contracts with notional amounts totaling € 500 million.
2 unchanged sentences
The contracts were designated as a net investment hedge and matured in July 2024.
+Added: During the second quarter of 2025, the Company executed foreign currency forward contracts with notional amounts totaling Chinese Renminbi 1.42 billion (approximately $ 200 million) maturing in December 2026 and Chinese Renminbi 695 million (approximately $ 100 million) maturing in December 2027.
+Added: The transactions hedge a portion of the Company’s net investment in certain Chinese Renminbi functional currency subsidiaries.
+Added: The contracts were designated as net investment hedges.
Interest Rate Risk Management
24 unchanged sentences
Foreign currency forward contracts Prepaid expenses & other current assets 6.5 39.2 Other current liabilities 21.5 —
+Added: Foreign currency forward contracts
+Added: — — Other long-term obligations
Total derivatives designated as hedges 6.5 63.3 74.3 —
33 unchanged sentences
Total $ ( 419.9 ) $ 304.9 $ ( 99.6 ) $ 5.4 $ 20.2 $ 40.5
−Removed: (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.
+Added: (1) At December 31, 2025, the Company expects that approximately $ 20.0 million of pre-tax net losses 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.
34 unchanged sentences
Foreign exchange derivative liabilities $ — $ 119.2 $ — $ — $ 125.8 $ —
+Added: Interest rate swap derivative liabilities
+Added: — 50.1 — — — —
Contingent consideration — — 371.6 — — 556.1
8 unchanged sentences
Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net , in the consolidated statements of operations.
−Removed: • CCPS in Biocon Biologics — valued using a Monte Carlo simulation model using Level 3 inputs.
−Removed: 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.
−Removed: The Company elected the fair value option for the CCPS under ASC 825.
+Added: • CCPS in Biocon Biologics — 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.
+Added: As of December 31, 2024, the CCPS were valued using a Monte Carlo simulation model using Level 3 inputs.
+Added: As a result of the execution of the definitive agreements with Biocon and the corresponding availability of observable inputs (refer to Note 5 Divestitures for more information), the fair value of the CCPS in Biocon Biologics of $ 815.0 million was transferred out of Level 3 to Level 2 classification of the fair value hierarchy during the year ended December 31, 2025.
+Added: The Company’s policy regarding the timing of transfers between levels is to measure and record the transfers at the end of the reporting period.
+Added: During the years ended December 31, 2025, 2024, and 2023, the Company recorded a loss (gain) of $ 534.8 million, $( 373.5 ) million, and $ 21.1 million, respectively, as a result of remeasuring the CCPS in Biocon Biologics to fair value.
+Added: The Company’s CCPS in Biocon Biologics are classified as equity securities and are included in Other Assets in the consolidated balance sheets.
• 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.
−Removed: • Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices and spot rates at the reporting date.
+Added: • Interest rate swaps and foreign exchange derivative assets and liabilities — valued using interest yield curves, quoted forward foreign exchange prices and spot rates at the reporting date.
Counterparties to these contracts are highly rated financial institutions.
4 unchanged sentences
The commercial launch of the Wixela Inhub® occurred in February 2019.
−Removed: As of December 31, 2024, the Company had a contingent consideration liability of $ 378.0 million related to the Idorsia Transaction.
−Removed: 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.
−Removed: Refer to Note 5 Divestitures for additional information.
−Removed: 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.
+Added: As of December 31, 2025 and 2024, the Company had a contingent consideration liability of $ 64.6 million and $ 176.3 million, respectively, related to the Respiratory Delivery Platform.
+Added: As of December 31, 2025 and 2024, the Company had a contingent consideration liability of $ 307.0 million and $ 378.0 million, respectively, related to the Idorsia Transaction.
+Added: As a result of the February 25, 2025 letter agreement entered into that amended certain terms of the original development agreement for selatogrel and cenerimod, the Company recorded a fair value adjustment gain of approximately $ 107.0 million during the three months ended March 31, 2025.
+Added: Refer to Note 4 Acquisitions and Other Transactions for additional information.
+Added: 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, including the timing of additional potential competition, and payments which are discounted using a market rate of return.
At December 31, 2025 and 2024, discount rates ranging from 8.5 % to 19.0 %, and 9.0 % to 19.0 %, respectively, were utilized in the valuations.
6 unchanged sentences
Payments ( 97.0 ) — ( 97.0 )
+Added: — 345.0 345.0
Reclassifications 80.4 ( 80.4 ) —
3 unchanged sentences
Payments ( 37.6 ) — ( 37.6 )
−Removed: — 345.0 345.0
Reclassifications 8.4 ( 8.4 ) —
Accretion — 4.5 4.5
−Removed: Fair value loss (3)
+Added: Fair value gain (3)
+Added: ( 1.8 ) ( 149.6 ) ( 151.4 )
Balance at December 31, 2025 $ 28.5 $ 343.1 $ 371.6
19 unchanged sentences
Receivables Facility
−Removed: The Company has a $ 400 million Receivables Facility which expires in April 2025.
+Added: The Company has a Receivables Facility for up to an aggregate amount of $ 600 million which expires in April 2028.
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.
−Removed: 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.
+Added: Borrowings outstanding under the Receivables Facility bear interest at the applicable base rate plus applicable margins 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, 2025.
5 unchanged sentences
Current portion of long-term debt:
−Removed: 2024 Euro Senior Notes (a) **
−Removed: 2.250 % $ — $ 1,103.5
−Removed: 2024 Euro Senior Notes (b) ****
−Removed: 1.023 % — 831.5
+Added: 2026 Senior Notes ** 3.950 % $ 1,674.3 $ —
+Added: YEN Term Loan Facility Variable 255.2 —
Other 1.0 0.6
2 unchanged sentences
Non-current portion of long-term debt:
−Removed: 2025 Euro Senior Notes (c) *
−Removed: 2.125 % $ — $ 551.7
−Removed: 2025 Senior Notes (c) ***
−Removed: 1.650 % — 755.7
−Removed: 2026 Senior Notes (c) **
−Removed: 3.950 % 1,672.8 2,245.1
+Added: 2026 Senior Notes ** 3.950 % $ — $ 1,672.8
2027 Euro Senior Notes **** 1.362 % 1,011.5 899.4
13 unchanged sentences
Long-term debt $ 12,480.6 $ 14,038.9
−Removed: (a) The 2024 Euro Senior Notes were repaid at maturity in the fourth quarter of 2024.
−Removed: (b) The 2024 Euro Senior Notes were repaid at maturity in the second quarter of 2024.
−Removed: (c) Refer to Senior Notes – Senior Notes Repayment section below for additional details.
* Instrument was issued by Mylan Inc.
8 unchanged sentences
Upjohn Finance B.V.
−Removed: 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.
+Added: is the issuer of senior unsecured notes denominated in euros pursuant to an indenture dated June 23, 2020, 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.
24 unchanged sentences
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.
−Removed: 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.
26 unchanged sentences
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.8 4.8 4.8
−Removed: Loss on interest rate swaps classified as cash flow hedges, included in other (expense) income, net
−Removed: Amortization of prior service costs included in SG&A ( 2.2 ) ( 2.2 )
+Added: Amortization of prior service costs included in other expense (income), net 0.1 0.1
Amortization of actuarial loss included in SG&A 21.4 21.4
10 unchanged sentences
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 6.0 6.0 6.0
−Removed: Gain on divestiture of defined pension plan included in SG&A ( 3.0 ) ( 3.0 )
−Removed: Amortization of prior service costs included in SG&A ( 0.3 ) ( 0.3 )
+Added: Loss on interest rate swaps classified as cash flow hedges, included in other expense (income), net 3.4 3.4 3.4
+Added: Amortization of prior service costs included in other expense (income), net ( 2.2 ) ( 2.2 )
Amortization of actuarial loss included in SG&A 18.0 18.0
10 unchanged sentences
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.8 4.8 4.8
−Removed: Amortization of prior service costs included in SG&A ( 0.4 ) ( 0.4 )
+Added: Gain on divestiture of defined pension plan included in SG&A ( 3.0 ) ( 3.0 )
+Added: Amortization of prior service costs included in other expense (income), net ( 0.3 ) ( 0.3 )
Amortization of actuarial loss included in SG&A 21.9 21.9
2 unchanged sentences
Balance at December 31, 2023, net of tax $ ( 8.0 ) $ 237.1 $ ( 1.2 ) $ 271.4 $ ( 3,246.7 ) $ ( 2,747.4 )
−Removed: The income tax provision (benefit) consisted of the following components:
+Added: The income tax (benefit) provision consisted of the following components:
Year Ended December 31,
5 unchanged sentences
Deferred 0.8 ( 7.2 ) 2.6
+Added: ( 4.9 ) — 4.5
Current 441.5 658.4 530.8
1 unchanged sentence
265.9 11.2 ( 152.3 )
−Removed: Income tax provision $ 11.0 $ 148.2 $ 734.6
+Added: Income tax (benefit) provision $ ( 150.1 ) $ 11.0 $ 148.2
(Loss) earnings before income taxes:
30 unchanged sentences
This amount may become taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary.
−Removed: 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.
−Removed: Our effective tax rate from continuing operations differs from the applicable U.S.
−Removed: statutory federal income tax rate of 21.0 %, due to the following:
+Added: A reconciliation of the U.S.
+Added: statutory federal income tax rate of 21.0 % to our effective tax rate from continuing operations after the adoption of ASU 2023-09 is as follows:
Year Ended December 31,
+Added: (In millions, except %s)
+Added: Amount Percent
+Added: federal statutory tax rate $ ( 769.7 ) 21.0 %
+Added: Statutory and local income taxes, net of federal income tax effect (a)
( 2.7 ) 0.1 %
+Added: Foreign tax effects:
+Added: Nondeductible goodwill impairment 138.1 ( 3.8 ) %
+Added: Other ( 4.9 ) 0.1 %
+Added: Valuation allowance 89.9 ( 2.5 ) %
+Added: Other ( 13.6 ) 0.4 %
+Added: Nondeductible goodwill impairment 99.1 ( 2.7 ) %
+Added: Other ( 3.0 ) 0.1 %
+Added: Nontaxable income ( 56.9 ) 1.6 %
+Added: Impact of incentive rates ( 84.8 ) 2.3 %
+Added: Nondeductible goodwill impairment 36.6 ( 1.0 ) %
+Added: Other ( 2.4 ) 0.1 %
+Added: Statutory rate difference 39.6 ( 1.1 ) %
+Added: Withholding taxes 61.5 ( 1.7 ) %
+Added: Other ( 5.0 ) 0.1 %
+Added: Changes in valuation allowance 111.5 ( 3.0 ) %
+Added: Other ( 19.0 ) 0.5 %
+Added: Statutory rate difference 40.1 ( 1.1 ) %
+Added: Impacts of incentive rates ( 85.0 ) 2.3 %
+Added: Other 0.6 — %
+Added: Luxembourg 51.8 ( 1.4 ) %
+Added: Canada 42.8 ( 1.2 ) %
+Added: France 41.6 ( 1.1 ) %
+Added: Other foreign jurisdictions 168.4 ( 4.6 ) %
+Added: Effect of cross-border tax laws:
+Added: Global intangible low tax income, net of tax credits 48.6 ( 1.3 ) %
+Added: Subpart F, net of tax credits 33.4 ( 0.9 ) %
+Added: Branch impacts, inclusive of tax credits ( 117.0 ) 3.2 %
+Added: Other ( 5.7 ) 0.2 %
+Added: Research and development tax credits ( 8.0 ) 0.2 %
+Added: Changes in valuation allowance ( 84.5 ) 2.3 %
+Added: Nontaxable or nondeductible items:
+Added: Nondeductible goodwill impairment 75.3 ( 2.1 ) %
+Added: Other Items 32.0 ( 0.9 ) %
+Added: Changes in unrecognized tax benefits (b)
+Added: 19.9 ( 0.5 ) %
+Added: Other adjustments ( 18.7 ) 0.5 %
+Added: Effective tax rate $ ( 150.1 ) 4.1 %
+Added: (a) State taxes in California made up the majority (greater than 50%) of the tax effect in this category.
+Added: (b) Includes interest and penalty accruals and reversals.
+Added: A reconciliation of the U.S.
+Added: statutory federal income tax rate of 21.0 % to our effective tax rate from continuing operations for the years prior to the adoption of ASU 2023-09 is as follows:
+Added: Year Ended December 31,
Statutory tax rate 21.0 % 21.0 %
17 unchanged sentences
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.
−Removed: 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.
−Removed: The expiration and valuation allowance impacts are reflected in the above table.
Valuation Allowance
20 unchanged sentences
Legislative Updates
+Added: On July 4, 2025, the U.S.
+Added: enacted the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax reform provisions affecting businesses, including permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes.
+Added: The OBBBA did not have a significant impact on the Company’s provision for income taxes and deferred tax assets for the year ended December 31, 2025.
+Added: We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.
On August 16, 2022, the U.S.
4 unchanged sentences
The Company does not anticipate being subject to the 15% CAMT tax in 2025 based on enacted law and regulatory guidance;
−Removed: however, our CAMT status could change in the future, depending on new regulations or regulatory guidance issued by the U.S.
−Removed: Department of the Treasury.
+Added: however, its CAMT status could change in the future, depending on new regulations or regulatory guidance issued by the U.S.
+Added: Department of the Treasury, including with respect to the OBBBA.
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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
+Added: 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 while 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, 2025 did increase its effective tax rate, the impact is not material to its results for the year ended December 31, 2025.
+Added: The Company will continue to monitor and evaluate the evolving tax legislation in the jurisdictions in which it operates which could impact future tax provision and financial results, such as the Side-by-Side (“SbS”) package announced by the OECD on January 5, 2026.
+Added: The package introduces simplifications and new safe harbors for U.S.
+Added: and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar Two which would fully exempt U.S.
+Added: parented groups from the application of two of the three Pillar Two top up taxes and also extends the current Transitional Country-by-Country Reporting (CbCR) Safe Harbor by one year, through the end of fiscal year of 2027.
Tax Examinations
2 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: 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.
8 unchanged sentences
The tax authorities did not appeal the Court decision.
−Removed: 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.
−Removed: 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.
−Removed: We have commenced litigation before the French tax courts where the tax authorities will seek unpaid taxes, penalties, and interest.
−Removed: A decision is pending.
+Added: 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 was refunded in 2024.
+Added: In France, the tax authorities 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.
+Added: We commenced litigation before the French tax courts where the tax authorities are seeking unpaid taxes, penalties, and interest.
+Added: In February 2026, the first instance tax court upheld the Company’s tax position and fully cancelled the notices of assessment.
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.
2 unchanged sentences
The remaining issues are in the audit phase or are being challenged in the Indian tax courts.
+Added: In Italy, the tax authorities have issued notices of assessments to the Company for the years ended December 2016 to December 2018, seeking unpaid taxes, penalties, and interest, concerning our tax position with respect to certain intercompany transactions.
+Added: We have commenced litigation before the Italian tax courts challenging those assessments and, to date, the Company’s position has been upheld, subject to further appeal by the tax authorities.
In 2020, the Swedish Tax Authorities (“STA”) asserted an underpayment of tax against Meda A.B.
7 unchanged sentences
The amount due including interest and penalties is approximately $ 18.2 million, which was paid during the second quarter of 2024.
−Removed: The Company has filed a petition seeking review of the decision to the Supreme Administrative Court.
+Added: The Company’s petition seeking review of the decision to the Supreme Administrative Court was denied and this matter is now closed.
The Company has recorded a net reserve for uncertain tax positions of $ 293.6 million and $ 277.0 million, including interest and penalties, in connection with its international audits at December 31, 2025 and 2024, respectively.
8 unchanged sentences
Related accrued interest and penalties included in the consolidated balance sheets were $ 110.5 million and $ 106.4 million as of December 31, 2025 and 2024, respectively.
−Removed: 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.
+Added: For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 6.2 million, $( 0.3 ) million, and $ 15.4 million of tax expense/(benefit), respectively, related to interest and penalties on uncertain tax positions.
Interest and penalties related to income taxes are included in the tax provision .
8 unchanged sentences
Reductions due to expirations of statute of limitations ( 19.0 ) ( 13.4 ) ( 13.0 )
−Removed: Reduction due to acquisition — — ( 27.3 )
Impact of foreign currency translation 9.6 ( 9.8 ) ( 7.2 )
Unrecognized tax benefit — end of year $ 263.2 $ 255.7 $ 272.8
−Removed: 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.
−Removed: The Company does not anticipate significant increases to the reserve within the next twelve months.
+Added: Cash Taxes Paid
+Added: The amounts of cash income taxes paid (net of refunds received) by the Company were as follows:
+Added: Year Ended December 31,
+Added: (In millions) 2025
+Added: Federal $ 101.0
+Added: State and local 3.2
+Added: Ireland ( 46.9 )
+Added: Switzerland 31.7
+Added: All other foreign 167.8
+Added: Total cash taxes paid (net of refunds received)
+Added: The amount of cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 was $ 514.0 million and $ 570.9 million, respectively.
+Added: (Loss) Earnings per Share
+Added: Basic and diluted (loss) earnings per share attributable to Viatris Inc.
+Added: are calculated as follows:
+Added: Year Ended December 31,
+Added: (In millions, except per share amounts) 2025 2024 2023
+Added: Basic (loss) earnings attributable to Viatris Inc.
+Added: common shareholders (numerator):
+Added: Net (loss) earnings attributable to Viatris Inc.
+Added: common shareholders $ ( 3,514.9 ) $ ( 634.2 ) $ 54.7
+Added: Shares (denominator):
+Added: Weighted average shares outstanding 1,170.7 1,193.3 1,200.3
+Added: Basic (loss) earnings per share attributable to Viatris Inc.
+Added: shareholders $ ( 3.00 ) $ ( 0.53 ) $ 0.05
+Added: Diluted (loss) earnings attributable to Viatris Inc.
+Added: common shareholders (numerator):
+Added: Net (loss) earnings attributable to Viatris Inc.
+Added: common shareholders $ ( 3,514.9 ) $ ( 634.2 ) $ 54.7
+Added: Shares (denominator):
+Added: Weighted average shares outstanding 1,170.7 1,193.3 1,200.3
+Added: Share-based awards — — 6.6
+Added: Total dilutive shares outstanding 1,170.7 1,193.3 1,206.9
+Added: Diluted (loss) earnings per share attributable to Viatris Inc.
+Added: shareholders $ ( 3.00 ) $ ( 0.53 ) $ 0.05
+Added: Additional stock awards and Restricted Stock Awards were outstanding during the years ended December 31, 2025, 2024 and 2023 but were not included in the computation of diluted (loss) earnings per share for each respective period because the effect would be anti-dilutive.
+Added: Excluded shares also include certain PSUs whose performance conditions had not been fully met.
+Added: Such excluded shares and anti-dilutive awards represented 28.1 million, 19.9 million and 16.4 million shares for the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: The Company paid quarterly cash dividends of $ 0.12 per share on the Company’s issued and outstanding common stock in March 2025, June 2025, September 2025 and December 2025.
+Added: On February 23, 2026, 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, 2026 to shareholders of record as of the close of business on March 9, 2026.
+Added: 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.
+Added: 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 2024 and 2023.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The program does not have an expiration date.
+Added: The share repurchase program does not obligate the Company to acquire any particular amount of common stock.
+Added: During the years ended December 31, 2025, 2024, and 2023, the Company repurchased approximately 53.7 million shares of common stock at a cost of approximately $ 500.5 million, approximately 19.2 million shares of common stock at a cost of approximately $ 250.0 million, and approximately 21.2 million shares of common stock at a cost of approximately $ 250.0 million, respectively, under the program.
+Added: As of December 31, 2025, the Company had repurchased a total of approximately 94.2 million shares of common stock at a cost of approximately $ 1.0 billion under the program.
Share-Based Incentive Plan
5 unchanged sentences
No shares remain available for issuance under the 2003 LTIP, however, certain awards remain outstanding under the plan.
−Removed: 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.
+Added: The Board approved an amendment to the 2020 Incentive Plan, which was approved by Viatris shareholders on December 6, 2024, to increase the maximum aggregate number of shares of Viatris common stock available for issuance under the 2020 Incentive Plan by 49,000,000 .
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:
6 unchanged sentences
Outstanding at December 31, 2024 3,350,786 $ 35.94
−Removed: Forfeited ( 1,126,848 ) 31.91
−Removed: Outstanding at December 31, 2022 4,449,642 $ 38.53
−Removed: Granted 283,361 7.68
Exercised ( 18,537 ) 6.83
1 unchanged sentence
Outstanding at December 31, 2025 2,460,805 $ 34.21
−Removed: Exercised ( 57,952 ) 7.01
−Removed: Forfeited ( 750,595 ) 46.36
−Removed: Outstanding at December 31, 2024 3,350,786 $ 35.94
Vested and expected to vest at December 31, 2025 2,460,291 $ 34.22
1 unchanged sentence
As of December 31, 2025, stock awards outstanding, stock awards vested and expected to vest and stock awards exercisable each had average remaining contractual terms of 2.3 years.
−Removed: 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.
+Added: Also, at December 31, 2025, stock awards outstanding, stock awards vested and expected to vest, and stock awards exercisable each had aggregate intrinsic values of approximately $ 0.2 million.
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, 2024 to December 31, 2025 is presented below:
8 unchanged sentences
Of the 19,476,572 Restricted Stock Awards granted during the year ended December 31, 2025, 12,138,186 vest ratably in three years or less and are not subject to market or performance conditions.
−Removed: 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.
+Added: Of the remaining Restricted Stock Awards
+Added: granted, 313,832 are not subject to market conditions and will cliff vest within a three-year period, and 7,024,554 are subject to market or performance conditions and will cliff vest in three years or less.
As of December 31, 2025, the Company had $ 163.2 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.
43 unchanged sentences
Net periodic benefit cost $ ( 0.4 ) $ 11.0 $ 7.6 $ 4.8 $ 1.0 $ 6.9
+Added: On July 17, 2025, the Company approved an amendment to terminate one of its defined benefit plans in the United States (the "U.S.
+Added: The distribution of the U.S.
+Added: Plan assets pursuant to the termination will not be made until the plan termination satisfies all regulatory requirements, which is expected to be completed by the end of 2026.
+Added: Plan participants will receive their full accrued benefits from plan assets by electing either lump sum distributions or annuity contracts with a qualifying third-party annuity provider.
+Added: The resulting settlement effect of the U.S.
+Added: Plan termination will be determined based on prevailing market conditions, the lump sum offer participation rate of eligible participants, the actual lump sum distributions, and annuity purchase rates at the date of distribution.
+Added: As a result, the Company is currently unable to reasonably estimate either the timing or the final amount of such settlement charges.
+Added: Based on the valuation performed as of January 1, 2026, the U.S.
+Added: Plan had an overfunded status of approximately $ 0.2 million.
Change in Projected Benefit Obligation, Change in Plan Assets and Funded Status
7 unchanged sentences
Participant contributions 2.6 2.2 2.1 1.8
−Removed: Divestitures ( 30.2 ) ( 8.8 ) — —
−Removed: Plan settlements and terminations ( 8.6 ) 8.6 ( 14.6 ) —
−Removed: Actuarial losses (gains) 0.8 40.8 36.0 ( 22.8 )
+Added: Acquisitions (divestitures) 21.9 ( 30.2 ) — —
+Added: Plan settlements, amendments, and terminations ( 21.2 ) ( 8.6 ) — ( 14.6 )
+Added: Actuarial (gains) losses ( 13.5 ) 0.8 ( 25.8 ) 36.0
Benefits paid ( 69.9 ) ( 83.3 ) ( 14.1 ) ( 14.4 )
6 unchanged sentences
Participant contributions 2.6 2.2 2.1 1.8
−Removed: Divestitures ( 18.6 ) ( 12.1 ) — —
+Added: Acquisitions (divestitures) 16.0 ( 18.6 ) — —
Plan settlements ( 44.8 ) ( 8.6 ) — —
109 unchanged sentences
(iii) acquisition-related costs, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company;
−Removed: 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.
+Added: 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, and certain remediation 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;
28 unchanged sentences
Corporate and other unallocated
−Removed: Earnings from operations $ 10.1
+Added: Loss from operations $ ( 2,663.1 )
Year Ended December 31, 2024
52 unchanged sentences
Cencora, Inc.
−Removed: (formerly AmerisourceBergen Corporation) 12 % 10 % 10 %
+Added: 11 % 12 % 10 %
Cardinal Health, Inc.
18 unchanged sentences
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.
+Added: Some of these agreements include various ongoing financial obligations.
+Added: The transition services were substantially concluded as of December 31, 2025.
In the normal course of business, Viatris periodically enters into acquisition, divestiture, collaboration, employment, legal settlement and other agreements which incorporate indemnification provisions.
1 unchanged sentence
Historically, we have not paid material amounts under these indemnification provisions.
−Removed: Further, for certain agreements, the Company maintains insurance coverage, which management believes will effectively mitigate the Company’s obligations under these indemnification provisions.
+Added: Further, for certain agreements, the Company maintains insurance coverage, which management believes will effectively mitigate the Company’s obligations under these indemnification
No amounts have been recorded in the consolidated financial statements with respect to the Company’s obligations under such agreements.
1 unchanged sentence
2026 Restructuring Program
+Added: In 2025, the Company initiated an EWSR to enable the Company to build a more focused, efficient and future-ready organization and position the Company for sustained growth beginning in 2026.
+Added: On February 26, 2026, the Company announced the results of its EWSR, and as a part of the review, committed to and began implementation of certain restructuring activities.
+Added: These restructuring activities are expected to optimize the Company’s commercial capabilities, enabling functions, R&D, medical affairs and regulatory activities, and sourcing, manufacturing and supply chain activities, including inventory optimization.
+Added: As a result, the Company expects a global workforce reduction of up to approximately 10 %.
+Added: The Company anticipates that these restructuring activities, as well as associated costs and savings, will be completed primarily over the next three years.
+Added: The Company expects to record charges for costs associated with the restructuring activities of the EWSR.
+Added: For the committed restructuring activities, the Company expects to incur total pre-tax charges ranging between $ 700 million and $ 850 million.
+Added: 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.
10 unchanged sentences
Utilization (2)
−Removed: Foreign currency translation ( 5.1 ) ( 0.3 ) ( 5.4 )
−Removed: Balance at December 31, 2022
( 4.0 ) ( 99.2 ) ( 103.2 )
−Removed: 17.6 107.6 125.2
−Removed: Cash payment ( 77.8 ) ( 10.3 ) ( 88.1 )
−Removed: Utilization (3)
−Removed: ( 4.0 ) ( 99.2 ) ( 103.2 )
Foreign currency translation 0.8 — 0.8
Balance at December 31, 2023
−Removed: (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.
+Added: $ 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, 2023, other exit costs included expense of $ 71.6 million relating to plant divestitures.
−Removed: 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.
+Added: Additional restructuring charges, primarily for facilities to be closed or disposed of, were incurred during the years ended December 31, 2025 and 2024 and are not a component of the 2020 restructuring program.
At December 31, 2025, accrued liabilities for restructuring and other cost reduction programs of $ 40.2 million were included in other current liabilities and $ 116.3 million were included in other long-term obligations in the consolidated balance sheets.
12 unchanged sentences
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.
−Removed: 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.
−Removed: Additionally, upon commercial launch of GA Depot, Mapi is eligible to receive potential contingent payments, such as tiered royalties and tiered sales-based milestones.
−Removed: 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.
−Removed: 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.
−Removed: 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 .
+Added: The Company holds investments in preferred shares of Mapi that are accounted for at cost, less impairment, 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.
3 unchanged sentences
Accordingly, we have not consolidated Mapi’s results of operations and financial position into our consolidated financial statements.
−Removed: 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.
−Removed: Our maximum exposure to loss as a result of our involvement with Mapi is limited to the carrying value of the investments and advances.
+Added: Also, 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.
+Added: 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.
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.
−Removed: As a result of the meeting, Viatris and Mapi are discussing and determining the appropriate next steps for the program.
−Removed: 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.
−Removed: 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.
+Added: As a result of the uncertainty of regulatory and commercial timing and success of GA Depot and the financial condition of Mapi, the Company fully 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.
+Added: Following the impairment charges recorded during the year ended December 31, 2024, the Company does not have any further loss exposure.
+Added: During 2025 and 2026, Viatris and Mapi have continued discussions to determine the appropriate next steps for the program as a result of the CRL.
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®.
−Removed: 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.
+Added: Under the agreement, the Company is primarily
+Added: 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;
9 unchanged sentences
Theravance Biopharma is co-promoting the product in the hospital channel under a profit-sharing arrangement.
−Removed: 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.
+Added: 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.
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.
2 unchanged sentences
Other Development Agreements
+Added: On October 15, 2025, the Company acquired Aculys Pharma, a clinical stage biopharmaceutical company focused on commercializing innovative treatments for neurological conditions.
+Added: Viatris received rights to develop and commercialize pitolisant and Spydia®, two assets in the CNS therapy area, further expanding Viatris’ portfolio of innovative products in Japan.
+Added: As part of the transaction, Viatris acquired exclusive development and commercialization rights in Japan for pitolisant, a selective/inverse agonist of the histamine H3 receptor.
+Added: One indication is for the treatment of excessive daytime sleepiness or
+Added: cataplexy in adult patients with narcolepsy and the second is for the treatment of excessive daytime sleepiness
+Added: associated with obstructive sleep apnea syndrome.
+Added: The Japanese NDAs for both indications have been submitted to the Japan Pharmaceuticals and Medical Devices Agency and are under review by the agency.
+Added: The transaction also includes exclusive rights in Japan and certain other markets in the Asia-Pacific region for Spydia® Nasal Spray, which was approved in Japan in June 2025 for the treatment of status epilepticus and launched in December 2025.
+Added: Under the terms of the acquisition agreement, the Company made a $ 35.0 million upfront payment to Aculys Pharma shareholders as consideration for the acquisition, with additional consideration contingent upon the achievement of specified regulatory and commercial milestones, and royalties on net sales.
+Added: The transaction was accounted for as an asset acquisition, with the upfront payment expensed as Acquired IPR&D in the fourth quarter of 2025 .
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.
−Removed: Viatris will be responsible for all regulatory and commercialization activities for sotagliflozin in the licensed territories.
−Removed: Lexicon will be responsible for providing clinical and commercial supply of sotagliflozin to Viatris.
+Added: Viatris is responsible for all regulatory and commercialization activities for sotagliflozin in the licensed territories.
+Added: Lexicon is 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.
17 unchanged sentences
District Court for the District of Kansas relating to the pricing and/or marketing of the EpiPen® Auto-Injector.
−Removed: 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.
−Removed: Plaintiffs seek monetary damages, declaratory relief, attorneys’ fees and costs.
+Added: On September 21, 2021, Plaintiffs filed an amended complaint asserting federal antitrust claims which were 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.
+Added: Plaintiffs sought 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.
−Removed: The settlement is subject to final court approval and contains an express provision disclaiming and denying any wrongdoing by the Company.
+Added: The settlement was approved by the court and contains an express provision disclaiming and denying any wrongdoing by the Company.
+Added: This matter is now closed.
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.
2 unchanged sentences
Class certification was denied.
−Removed: 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.
+Added: The case proceeded with Rochester Drug Company, Dakota Drug, and Morris & Dickson Company as plaintiffs and they sought monetary damages, attorneys’ fees and costs.
+Added: The Company has resolved this matter and the case has been dismissed.
+Added: This matter is now closed.
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.
−Removed: Indiana generally seeks monetary damages, restitution, disgorgement, civil penalties, injunctive relief, and attorneys’ fees and costs.
+Added: Indiana generally sought monetary damages, restitution, disgorgement, civil penalties, injunctive relief, and attorneys’ fees and costs.
+Added: The Company has resolved this matter and the case has been dismissed.
+Added: This matter is now closed.
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.
−Removed: The Company is fully cooperating with this request and has communicated with certain other State Attorneys General regarding related issues.
−Removed: 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.
+Added: The Company is fully cooperating with this request and has reached settlements and settlements-in-principle with certain State Attorneys General regarding related issues.
+Added: The issues covered in the Indiana complaint, Mississippi subpoena, and the settlements and settlements-in-principle with certain 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, which are now also resolved.
The Company has a total accrual of approximately $ 48.8 million related to these matters at December 31, 2025, which is included in other current liabilities in the consolidated balance sheets.
3 unchanged sentences
Drug Pricing Matters
−Removed: Department of Justice
−Removed: 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.
−Removed: 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.
−Removed: We had fully cooperated with these investigations, which we believe were related to a broader industry-wide investigation of the generic pharmaceutical industry.
−Removed: 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.
−Removed: 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
2 unchanged sentences
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.
−Removed: 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.
+Added: 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 former 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.
−Removed: The EDPA Court has ordered certain plaintiffs’ complaints regarding two single-drug product cases to proceed as bellwethers.
−Removed: 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.
+Added: The EDPA Court ordered the Clomipramine and Clobetasol direct and indirect purchaser cases to proceed as bellwethers.
+Added: The Company is named only in the Clomipramine bellwether cases, wherein the EDPA Court certified both direct and indirect purchaser classes.
+Added: Defendants filed petitions for permission to appeal those class certification decisions, which were granted by the U.S.
+Added: Court of Appeals for the Third Circuit.
+Added: These cases have been stayed pending a decision on the Defendants’ class certification appeals.
+Added: The Defendants’ summary judgment motions in the direct purchaser case was denied and was largely denied with some narrowing of claims, and potentially reducing claimed damages, in the indirect purchaser case.
+Added: Plaintiffs are asserting damages of approximately $ 350 million in each of the Clomipramine bellwether cases, which are subject to trebling under federal law in the direct purchaser case or multipliers under certain state laws in the indirect purchaser case.
+Added: The EDPA Court has selected additional cases to proceed as bellwethers.
+Added: The Company is named in three of the cases scheduled for trial, which consist of non-class cases filed by direct and indirect purchasers against the Company and other manufacturers and the first trial is scheduled to begin in September 2026, with subsequent trials scheduled to begin in August 2027 and January 2028.
+Added: In February 2026, the Federal Court in Canada denied Plaintiff’s motion for class certification.
+Added: The Company believes that it acted lawfully, is continuing to defend itself vigorously, and intends to vigorously contest all aspects of the cases, including the asserted damages.
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.
−Removed: 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.
+Added: 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
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.
−Removed: The operative complaint includes attorneys general of forty-
−Removed: three states, the District of Columbia and the Commonwealth of Puerto Rico.
+Added: The operative complaint includes attorneys general of forty-two 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.
−Removed: 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.
+Added: The amended complaint also includes claims asserted by attorneys general of thirty-two 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.
−Removed: The states’ claim for disgorgement and restitution under federal law in this case has been dismissed.
−Removed: 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.
−Removed: The complaint has been subsequently amended, including on November 22, 2024, to add states as plaintiffs.
−Removed: The operative complaint is brought by attorneys general of forty-five states, certain territories and the District of Columbia.
−Removed: 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.
+Added: The states’ claim for disgorgement and restitution under federal law, and certain state law claims brought by certain states, have been dismissed.
+Added: 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 former sales employees, alleging anticompetitive conduct with respect to additional generic drugs.
+Added: The complaint was subsequently amended, including on November 22, 2024, to add states as plaintiffs.
+Added: The operative complaint is brought by attorneys general of forty-four states, certain territories and the District of Columbia.
+Added: The amended complaint also includes claims asserted by attorneys general of forty states and certain territories against several individuals, including a former 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.
2 unchanged sentences
On September 9, 2021, the complaint was amended, adding an additional state as a plaintiff.
−Removed: The operative complaint is brought by attorneys general of forty-three states, certain territories and the District of Columbia.
+Added: The operative complaint is brought by attorneys general of forty-two 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.
1 unchanged sentence
This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA and was ordered to proceed as a bellwether.
−Removed: The Company has filed a motion for summary judgment seeking to dismiss this case in its entirety, which remains pending.
−Removed: The aforementioned complaints have now been transferred back to the U.S.
+Added: The Company’s motions for summary judgment were largely denied with some of the States’ claims for monetary relief being reduced.
+Added: The aforementioned complaints have been transferred back to the U.S.
District Court for the District of Connecticut.
Securities Related Litigation
−Removed: Purported class action complaints were filed in October 2016 against Mylan N.V.
+Added: On February 14, 2020, the Abu Dhabi Investment Authority (“ADIA”) filed a complaint against Mylan N.V.
and Mylan Inc.
−Removed: (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”).
−Removed: 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.
−Removed: 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.
−Removed: 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”).
−Removed: 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.
−Removed: Plaintiffs sought damages and costs and expenses, including attorneys’ fees and expert costs.
−Removed: 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.
−Removed: Plaintiffs’ appeals to the U.S.
−Removed: Court of Appeals for the Second Circuit were rejected and the SDNY’s decision dismissing Plaintiffs’ claims was affirmed.
−Removed: Plaintiffs’ petition seeking review by the U.S.
−Removed: Supreme Court was also denied, which concludes this matter.
−Removed: 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.
−Removed: The Israel Litigation was dismissed by the Court.
−Removed: 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.
−Removed: The complaint filed in the ADIA Litigation seeks monetary damages as well as the plaintiff’s fees and costs.
−Removed: 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.
+Added: (collectively for purposes of this paragraph, “Mylan”) in the United States District Court for the Southern District of New York (“SDNY”) alleging that Mylan 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 and allegedly anticompetitive conduct with respect to EpiPen® Auto-Injector and certain generic drugs (“ADIA Litigation”).
+Added: ADIA seeks monetary damages as well as fees and costs.
+Added: Mylan has filed a motion for summary judgment to dismiss ADIA’s case in its entirety, which is pending.
+Added: The Company has reached an agreement-in-principle to resolve this matter.
+Added: 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/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.
1 unchanged sentence
Class Action Litigation”).
−Removed: 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.
+Added: The amended complaint includes allegations that defendants engaged in a scheme and 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.
−Removed: On May 18, 2023, the Court dismissed 45 of the 46 challenged statements.
+Added: In July 2025, the Court held that Plaintiffs’ misstatements claim as to 1 of the 46 challenged statements, and their scheme claim, may proceed to discovery.
The complaint seeks monetary damages, as well as the plaintiff’s fees and costs.
+Added: In February 2026, the Company reached an agreement to pay $ 60 million to fully resolve this matter, which is subject to court approval.
On February 15, 2021, a complaint was filed in the SDNY by Skandia Mutual Life Ins.
−Removed: 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”).
−Removed: 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.
+Added: 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/director of the Company, and certain former employees of the Company (“Skandia Litigation”).
+Added: The Complaint filed in the Skandia Litigation asserted claims which were based on allegations that were similar to those in the ADIA Litigation and WDPA Mylan N.V.
Class Action Litigation.
−Removed: Plaintiffs seek compensatory damages, costs and expenses and attorneys’ fees.
−Removed: The parties have reached an agreement in principle to resolve this matter.
−Removed: 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.
−Removed: A non-Viatris affiliated company and persons were also named as defendants.
−Removed: 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.
−Removed: On January 3, 2023, an amended complaint was filed naming the same defendants and alleging the same violations as the original complaint.
−Removed: Plaintiffs sought monetary damages, reasonable costs and expenses, and certain other equitable and injunctive relief.
−Removed: The Court has approved the settlement to fully resolve this matter.
−Removed: 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.
−Removed: 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”).
+Added: Plaintiffs sought compensatory damages, costs and expenses and attorneys’ fees.
+Added: The Company has resolved this matter and it is now closed.
+Added: Beginning in May 2023, putative class action complaints were filed against the Company and certain of the Company’s former officers, directors, and employees in the WDPA on behalf of certain purchasers of securities of the Company.
+Added: 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, and former officers and directors (“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.
2 unchanged sentences
On September 20, 2024, the Court granted Defendants’ motion to dismiss all of Plaintiffs’ claims.
−Removed: Plaintiffs have filed an appeal to the United States Court of Appeal for the Third Circuit, which remains pending.
+Added: Plaintiffs’ appeal to the United States Court of Appeals for the Third Circuit was rejected in November 2025.
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.
2 unchanged sentences
Plaintiffs seek various forms of relief, including damages, disgorgement, restitution, costs and fees.
−Removed: 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,
−Removed: 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.
−Removed: 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.
+Added: In April 2025, a putative class action complaint, which was subsequently amended in September 2025, was filed against the Company and certain of the Company’s officers, in the WDPA on behalf of certain purchasers of the Company’s securities (“WDPA Indore Class Action Litigation”).
+Added: The amended complaint alleges that defendants made false or misleading statements or omissions of material fact, in violation of federal securities laws, in connection with disclosures relating to regulatory issues and actions concerning the Company’s Indore manufacturing facility.
+Added: Plaintiffs seek certification of a class of purchasers of Company securities between February 28, 2024 and February 26, 2025.
+Added: Plaintiffs seek various forms of relief, including damages, costs and fees.
+Added: In November 2025, a stockholder derivative action purportedly on behalf of Viatris was filed in the WDPA against certain of the Company’s current and former officers and directors alleging that the defendants failed to ensure that the Company was making truthful and accurate statements in connection with the disclosures alleged in the WDPA Indore Class Action Litigation.
+Added: Viatris is also named as a nominal defendant in this derivative action.
+Added: The Complaint asserts violations of federal securities laws, as well as claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment.
+Added: Plaintiff seeks various forms of relief, including damages, disgorgement, restitution, equitable relief, and costs and fees.
+Added: The Company has a total accrual of approximately $ 60.8 million related to these matters at December 31, 2025, which is included in Other Current Liabilities in the consolidated balance sheets.
+Added: Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time.
+Added: 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.
+Added: 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.
+Added: The Company maintains insurance coverage with respect to these matters.
+Added: Management has determined that the majority of the losses associated with the WDPA Mylan N.V.
+Added: Class Action Litigation are covered under existing insurance policies.
+Added: Accordingly, the Company has recognized an insurance receivable of $ 58.5 million within Accounts Receivable, Net in the consolidated balance sheets.
+Added: The recognition of this receivable is based on management’s assessment that recovery of these costs is probable.
+Added: The Company, along with other manufacturers, distributors, pharmacies, pharmacy benefit managers, and individual healthcare providers, is a defendant in cases in the United States and Canada filed by various plaintiffs, including counties, cities and other local governmental entities, asserting civil claims related to sales, marketing and/or distribution practices with respect to prescription opioid products.
The 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.
−Removed: The vast majority of these lawsuits have been consolidated in an MDL in the U.S.
+Added: The vast majority of these lawsuits were consolidated in an MDL in the U.S.
District Court for the Northern District Court of Ohio.
−Removed: 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.
−Removed: Beginning in January 2024, the Company has received similar subpoenas from the Attorneys General of Alaska, Oregon, Utah, Maryland, and Louisiana.
−Removed: The Company is fully cooperating with these subpoena requests.
−Removed: 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.
+Added: In April 2025, the Company reached a nationwide settlement framework to resolve opioid-related claims by States, local governments, and Native American tribes against the Company and certain of its subsidiaries.
+Added: Under the agreed upon framework, the Company would pay up to a maximum of $ 335 million, consisting of annual payments over a nine-year period of between approximately $ 27.5 million and $ 40 million each, to help support state and local efforts to address opioid-related issues.
+Added: Following a sign-on period, the settlement framework has achieved high levels of participation, including all States and Territories, all litigating Native American Tribes, and the vast majority of litigating local governments.
+Added: The levels of participation include the Attorneys Generals of the States of New York, Alaska, Oregon, Utah, Maryland, and Louisiana which, beginning in January 2023, issued civil subpoenas to the Company seeking information relating to opioids manufactured, marketed, or sold by the Company and related subject matter.
+Added: Accordingly, the relevant parties have determined to proceed, the settlement has been finalized, and the cases covered by the settlement have either been dismissed, including the vast majority of cases in the MDL, or are in the process of being dismissed.
+Added: The settlement contains no admission of wrongdoing or liability.
+Added: Certain cases not covered by the settlement remain pending, including a small number of actions brought by local governments, actions brought by private hospitals, third party payors, personal injury plaintiffs, and actions brought on behalf of children with Neonatal Abstinence Syndrome due to alleged exposure to opioids.
+Added: Some of the pending actions are putative class action lawsuits.
+Added: The Company has accrued approximately $ 335 million in connection with the possible resolution of certain of these matters at December 31, 2025, which is included in Other Current Liabilities and Other Long-term Obligations 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.
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Servier has joined the generic companies, including the Company, as defendants in this litigation.
+Added: The case has been transferred to the U.K.
+Added: Competition Appeals Tribunal.
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.
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The Company has also received requests to indemnify purchasers of the Company’s API and/or finished dose forms of these products.
+Added: The Company has reached an agreement in principle to resolve the valsartan personal injury lawsuits in the U.S.
The original master complaints concerning ranitidine were dismissed on December 31, 2020.
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State court proceedings remain pending in Missouri and New York.
−Removed: 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.
+Added: Beginning in October 2024, the Company (including Greenstone LLC), Pfizer and certain entities related to Pfizer, and Prasco Labs were 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.
−Removed: 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.
+Added: 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, were also filed.
In February 2025, the federal lawsuits were transferred for consolidated pre-trial proceedings to an MDL in the U.S.
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Concurrently with the closing of the Combination, Pfizer divested the authorized generic of Depo-Provera to Prasco Labs.
+Added: In June 2025, the MDL court implemented a process whereby, with respect to current and future cases filed against the Company in this MDL, Plaintiffs must show why claims against the Company are appropriate.
+Added: As a result of this process, the Company has been dismissed without prejudice from all cases originally pending in this MDL.
+Added: The Company has also been dismissed without prejudice in certain state court cases.
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.
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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.
−Removed: The Company has approximately $ 2.9 million accrued related to its intellectual property matters at December 31, 2024.
−Removed: 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.
+Added: Dimethyl Fumarate
+Added: The Company launched its generic dimethyl fumarate (“DMF”) product in Europe starting in July 2022 after the European Commission concluded that Biogen was not entitled to regulatory data exclusivity for Tecfidera®.
+Added: In December 2023, based on its interpretation of an intervening ruling from the Court of Justice of the European Union (“CJEU”), the European Commission revoked certain generic marketing authorizations for DMF, including the Company’s.
+Added: The Company challenged the European Commission’s revocation decision before the General Court of the European Union (“GCEU”) and, in February 2026, the GCEU denied the Company’s challenge.
+Added: The Company intends to appeal to the CJEU.
+Added: Beginning in October 2023, Biogen filed damages actions in commercial courts of Spain, Belgium, France, Netherlands, Portugal, Germany, Italy, Estonia, Finland and Croatia claiming that the Company’s sales of generic DMF violated Tecfidera’s purportedly restored regulatory exclusivity and these actions are in various stages.
+Added: Biogen’s purported regulatory exclusivity for Tecfidera expired in February 2024, its patent covering DMF has been revoked, and the Company has secured a new marketing authorization for DMF.
+Added: Thus, the Company has resumed commercializing DMF in Europe.
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.
−Removed: 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.
−Removed: 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.
−Removed: Beginning in February 2023, we brought patent infringement actions against the generic filers in federal district courts, including the U.S.
−Removed: District Court for the District of New Jersey, the U.S.
−Removed: District Court for the District of Delaware, the U.S.
−Removed: District Court for the Middle District of North Carolina, and the U.S.
−Removed: District Court for the Eastern District of Pennsylvania asserting infringement of the patents by the generic companies.
−Removed: The actions filed in Delaware, North Carolina and Pennsylvania have been dismissed and the remaining actions will proceed in New Jersey.
−Removed: 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.
−Removed: Three ANDA filers remain in the litigation.
+Added: Beginning in February 2023, we brought patent infringement actions against the generic filers.
+Added: The Company has entered into settlement agreements with all but one of the generic filers, granting them licenses to commercialize their generic versions of Yupelri® in April 2039 or earlier depending on certain circumstances.
+Added: One ANDA filer remains in the litigation in the U.S.
+Added: District Court for the District of New
+Added: The remaining ANDA filer has submitted a Paragraph III certification to Orange Book-listed patents that expire on October 31, 2028, and on August 25, 2031, which confirms that it will not seek to market its ANDA product until after those patents expire.
+Added: The Company is currently asserting three Orange Book-listed method of use patents against the remaining ANDA filer, the latest of which expires on October 23, 2039.
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.
−Removed: 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.
−Removed: District Court of the District of New Jersey asserting infringement by the generic company.
−Removed: 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.
−Removed: 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.
−Removed: The parties are awaiting the scheduling of a trial.
−Removed: In September 2023, Sawai Pharmaceutical Co.
−Removed: (“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.
−Removed: Towa Pharmaceutical Co.
−Removed: also filed a challenge to the ‘353 patent term extension in January 2024.
−Removed: Separately, in December 2023, Sawai filed an invalidity action with the JPO against the ‘353 patent itself.
−Removed: 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.
−Removed: 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.
+Added: District Court for the District of New Jersey.
+Added: The Company has entered into a settlement agreement with the generic company resolving the litigation and granting licenses to commercialize its generic version of Tyrvaya® in October 2034, or earlier depending on certain circumstances.
+Added: In January 2026, Oyster Point brought a patent infringement action against a second generic filer in the U.S.
+Added: District Court for the District of New Jersey.
+Added: The Company is asserting infringement of patents that expire on October 19, 2035.
+Added: This lawsuit automatically stays FDA approval of the generic company’s ANDA until June 2028, or until an adverse court decision, if any, whichever may occur earlier.
+Added: Beginning in September 2023, Sawai Pharmaceutical Co.
+Added: (“Sawai”) and Towa Pharmaceutical Co.
+Added: (“Towa”) filed challenges with the Japanese Patent Office (“JPO”) asserting invalidity of JP ’4332353 (“the ’353 patent”) and its patent term extensions (“PTE”) relevant to Amitiza®, which the Company commercializes in Japan in 24µg and 12µg dosages as a licensee of the relevant patents.
+Added: The remaining PTE for the ‘353 patent, which was granted based on the approval of the 12µg product, expires in April 2027.
+Added: In April 2025 and June 2025, the JPO upheld the validity of the ‘353 patent and its PTE.
+Added: Sawai has filed appeals against these JPO decisions with the Intellectual Property High Court.
+Added: In October 2025, the Company filed an action before the Osaka District Court asserting that Sawai’s proposed 24µg generic product would infringe the remaining PTE for the ’353 patent, as well as the remaining PTE for JP ‘4889219, which was also granted based on the approval of the 12µg product and expires in December 2028.
+Added: The Company is seeking a finding of infringement and an order prohibiting Sawai from commercializing its proposed 24µg product until PTE expiration.
+Added: In February 2026, the Osaka District Court denied the Company’s request for a preliminary injunction, which the Company has appealed to the Intellectual Property High Court.
+Added: In February 2026, generic 24µg products for Sawai and Towa received regulatory approval.
+Added: Beginning in April 2024, Sawai filed challenges with the JPO with respect to the 12µg strength, asserting invalidity of PTE of five patents expiring in October 2025, September 2026, August 2027, November 2027, and December 2028, and challenged the validity of the August 2027 patent itself.
+Added: In January 2026, the JPO upheld the validity of the August 2027 patent.
+Added: In April 2025, Sawai filed an action before the Tokyo District Court alleging unfair competition and seeking to restrain the Company from communicating with the public and the Japan Ministry of Health, Labor and Welfare about the patent coverage for Amitiza.
+Added: In December 2025, the Tokyo District Court dismissed Sawai’s unfair competition action.
+Added: This matter is now closed.
+Added: In February 2025, a generic company notified the Company that it had filed an ANDA with the FDA seeking approval to market a generic version of Ryzumvi® with associated Paragraph IV certifications.
+Added: The generic company asserts the invalidity and/or non-infringement of Orange Book listed patents that have an expiration date of January 31, 2034, and October 25, 2039.
+Added: In March 2025, the Company brought a patent infringement action against the generic filer in the U.S.
+Added: District Court for the District of New Jersey.
+Added: This lawsuit automatically stays FDA approval of the generic company’s ANDA until August 3, 2027, or until an adverse court decision, if any, whichever may occur earlier.
+Added: The Company has approximately $ 0.7 million accrued related to its intellectual property matters at December 31, 2025.
+Added: 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.
Other Litigation
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.