10-Q – 2025-11-06 – vtrs-20250930.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form  10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to___________                 
Commission file number 001-39695
VIATRIS INC.
(Exact name of registrant as specified in its charter)

Delaware 83-4364296
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer
Identification No.)

1000 Mylan Boulevard , Canonsburg , Pennsylvania 15317
(Address of principal executive offices)
( 724 ) 514-1800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class: Trading Symbol(s) Name of Each Exchange on Which Registered:

Common Stock, par value $0.01 per share VTRS The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ☑     No   ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☑     No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐
Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No   ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of common stock outstanding, par value $ 0.01 per share, of the registrant as of November 3, 2025 was 1,151,769,872 .

Table of Contents

VIATRIS INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
For the Quarterly Period Ended
September 30, 2025

   
Page
PART I — FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Statements of Operations — Three and Nine Months Ended September 30, 2025 and 2024
6

Condensed Consolidated Statements of Comprehensive (Loss) Earnings — Three and Nine Months Ended September 30, 2025 and 2024
7

Condensed Consolidated Balance Sheets — Se ptember 30, 2025 and December 31, 2024
8

Condensed Consolidated Statements of Equity — Three and Nine Months Ended September 30 , 2025 and 2024
9

Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30 , 2025 and 2024
11

Notes to Condensed Consolidated Financial Statements
12

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
53

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
76

ITEM 4. Controls and Procedures
76

PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings
76

ITEM 1A. Risk Factors
76

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
77

ITEM 5. Other Information
77

ITEM 6. Exhibits
78

SIGNATURES
79

2

Table of Contents

Glossary of Defined Terms

Unless the context requires otherwise, references to “Viatris,” “the Company,” “we,” “us” or “our” in this Form 10-Q (defined below) refer to Viatris Inc. and its subsidiaries. We also have used several other terms in this Form 10-Q, most of which are explained or defined below. Some amounts in this Form 10-Q may not add due to rounding.

2003 LTIP Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan
2020 Incentive Plan Viatris Inc. 2020 Stock Incentive Plan
2024 Form 10-K
Viatris’ annual report on Form 10-K for the fiscal year ended December 31, 2024, as amended

2024 Revolving Facility
The $3.5 billion revolving facility dated as of September 27, 2024, by and among Viatris, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent

Adjusted EBITDA Non-GAAP financial measure that the Company believes is appropriate to provide information to investors - EBITDA (defined below) is further adjusted for share-based compensation expense, litigation settlements, and other contingencies, net, gain (loss) on divestitures of businesses, impairment of long-lived assets and goodwill, restructuring, acquisition and divestitures-related and other special items

Adjusted EPS
Adjusted net earnings per diluted share

ANDA Abbreviated New Drug Application

AOCE Accumulated other comprehensive earnings
API Active pharmaceutical ingredients

ARV Antiretroviral medicines
ASC Accounting Standards Codification
ASU Accounting Standards Update
Biocon Biocon Limited
Biocon Biologics Biocon Biologics Limited, a majority owned subsidiary of Biocon
Biocon Biologics Transaction The transaction between Viatris and Biocon Biologics pursuant to which Viatris contributed its biosimilars portfolio, composed of the Biocon collaboration programs, biosimilars to Humira®, Enbrel®, and Eylea®, as well as related assets and liabilities to Biocon Biologics
Business Combination Agreement Business Combination Agreement, dated as of July 29, 2019, as amended from time to time, among Viatris, Mylan, Pfizer and certain of their affiliates
CAMT
U.S. corporate alternative minimum tax

CCPS Compulsory convertible preferred shares
CNS
Central Nervous System

Code The U.S. Internal Revenue Code of 1986, as amended
CODM
Chief operating decision maker

Combination Refers to Mylan combining with Pfizer's Upjohn Business in a Reverse Morris Trust transaction to form Viatris on November 16, 2020
Commercial Paper Program The $1.65 billion unsecured commercial paper program entered into as of November 16, 2020 by Viatris, as issuer, Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V., as guarantors, and certain dealers from time to time

Developed Markets segment Viatris’ business segment that includes our operations primarily in the following markets: North America and Europe
Distribution Pfizer's distribution to Pfizer stockholders of all the issued and outstanding shares of Upjohn Inc.

EBITDA Non-GAAP financial measure that the Company believes is appropriate to provide information to investors - U.S. GAAP net earnings (loss) adjusted for income tax provision (benefit), interest expense and depreciation and amortization

EDPA U.S. District Court for the Eastern District of Pennsylvania
Emerging Markets segment Viatris’ business segment that includes, but is not limited to, our operations primarily in the following markets: Parts of Asia, the Middle East, South and Central America, Africa, and Eastern Europe
EPS
Earnings per share

3

Table of Contents

EU European Union
Exchange Act Securities Exchange Act of 1934, as amended
FASB Financial Accounting Standards Board
FDA U.S. Food and Drug Administration
Form 10-Q This quarterly report on Form 10-Q for the quarterly period ended September 30, 2025

GA Depot Long-acting glatiramer acetate depot product
Global Systemically Important Banks Financial institutions that are considered systemically important by the Financial Stability Board

Greater China segment Viatris’ business segment that includes our operations primarily in the following markets: mainland China, Taiwan and Hong Kong

Idorsia Idorsia Pharmaceuticals Ltd.

Idorsia Transaction
The transaction between Viatris and Idorsia pursuant to which Viatris acquired the development programs and certain personnel related to selatogrel and cenerimod from Idorsia in exchange for an upfront payment to Idorsia of $350 million, potential development and regulatory milestone payments, certain contingent payments of tiered sales milestones, as well as potential contingent tiered sales royalties

Indore Impact
The estimated negative financial impact on 2025 total revenues and earnings (loss) from operations versus the comparable 2024 periods as a result of supply disruptions and the FDA issued warning letter and import alert related to our oral finished dose manufacturing facility in Indore, India

IPR&D In-process research and development
IRS U.S. Internal Revenue Service
IT Information technology
JANZ segment Viatris’ business segment that includes our operations in the following markets: Japan, Australia and New Zealand
Mapi Mapi Pharma Ltd.
Maximum Leverage Ratio The maximum consolidated leverage ratio financial covenant requiring maintenance of a maximum ratio of consolidated total indebtedness as of the end of any quarter to consolidated EBITDA for the trailing four quarters as defined in the related credit agreements from time to time
MDL Multidistrict litigation
Mylan Mylan N.V. and its subsidiaries
Mylan Inc. U.S. Dollar Notes The 4.550% Senior Notes due 2028, 5.400% Senior Notes due 2043 and 5.200% Senior Notes due 2048 issued by Mylan Inc., which are fully and unconditionally guaranteed on a senior unsecured basis by Mylan II B.V., Viatris Inc. and Utah Acquisition Sub Inc.

NASDAQ The NASDAQ Stock Market
NDA New Drug Application

OTC Over-the-counter
OTC Business
Viatris’ OTC business that the Company divested to Cooper Consumer Health SAS in July 2024, including two manufacturing sites located in Merignac, France, and Confienza, Italy, and an R&D site in Monza, Italy. This excludes the Company’s rights for Viagra®, Dymista® (which, in certain limited markets, are sold as OTC products), and select OTC products in certain markets.

OTC Transaction
On October 1, 2023, Viatris announced it had received an offer for the divestiture of its OTC Business. In January 2024, we exercised our option to accept the offer and entered into a definitive transaction agreement with respect to such OTC Transaction. The OTC Transaction closed in July 2024.

Oyster Point Oyster Point Pharma, Inc.
Pfizer Pfizer Inc.
PSUs Performance awards
R&D Research and development
Receivables Facility The accounts receivable facility for up to an aggregate amount of $600 million entered into in May 2025 and expiring in April 2028

4

Table of Contents

Registered Upjohn Notes The 2.300% Senior Notes due 2027, 2.700% Senior Notes due 2030, 3.850% Senior Notes due 2040 and 4.000% Senior Notes due 2050 originally issued on October 29, 2021 registered with the SEC in exchange for the corresponding Unregistered Upjohn U.S. Dollar Notes in a similar aggregate principal amount and with terms substantially identical to the corresponding Unregistered Upjohn U.S. Dollar Notes and fully and unconditionally guaranteed by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc.

Respiratory Delivery Platform Pfizer’s proprietary dry powder inhaler delivery platform
Restricted Stock Awards The Company’s nonvested restricted stock and restricted stock unit awards, including PSUs
RICO Racketeer Influenced and Corrupt Organizations Act
SARs
Stock appreciation rights

SDNY U.S. District Court for the Southern District of New York
SEC U.S. Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
Senior U.S. Dollar Notes The Upjohn U.S. Dollar Notes, the Utah U.S. Dollar Notes and the Mylan Inc. U.S. Dollar Notes, collectively
Separation and Distribution Agreement Separation and Distribution Agreement between Viatris and Pfizer, dated as of July 29, 2019, as amended from time to time
SG&A Selling, general and administrative expenses
stock awards
Stock options and SARs
Teva Teva Pharmaceutical Industries Ltd.
TSA Transition services agreements, including related distribution services

U.K. United Kingdom
U.S. United States
U.S. GAAP Accounting principles generally accepted in the U.S.
Unregistered Upjohn U.S. Dollar Notes The 2.300% Senior Notes due 2027, 2.700% Senior Notes due 2030, 3.850% Senior Notes due 2040 and 4.000% Senior Notes due 2050 originally issued on June 22, 2020 by Upjohn Inc. (now Viatris Inc.) in a private offering exempt from the registration requirements of the Securities Act and fully and unconditionally guaranteed by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc.

Upjohn Upjohn Inc., a wholly owned subsidiary of Pfizer prior to the Distribution, that combined with Mylan and was renamed Viatris Inc.
Upjohn Business Pfizer’s off-patent branded and generic established medicines business that, in connection with the Combination, was separated from Pfizer and combined with Mylan to form Viatris
Upjohn Distributor Markets Select geographic markets that were part of the Combination that are smaller in nature and in which we had no established infrastructure prior to or following the Combination and that the Company has divested or intends to divest

Upjohn U.S. Dollar Notes Senior unsecured notes denominated in U.S. dollars and originally issued by Upjohn Inc. or Viatris Inc. pursuant to an indenture dated June 22, 2020 and fully and unconditionally guaranteed by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc.
Utah Acquisition Sub Utah Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Viatris
Utah U.S. Dollar Notes The 3.950% Senior Notes due 2026 and 5.250% Senior Notes due 2046 issued by Utah Acquisition Sub Inc., which are fully and unconditionally guaranteed on a senior unsecured basis by Mylan Inc., Viatris Inc. and Mylan II B.V.
Viatris Viatris Inc., formerly known as Upjohn Inc. prior to the completion of the Combination
YEN Term Loan Facility The ¥40 billion term loan agreement dated as of July 1, 2021, among Viatris, the guarantors from time to time party thereto, the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent

5

Table of Contents

PART I — FINANCIAL INFORMATION

VIATRIS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited; in millions, except per share amounts)

  Three Months Ended Nine Months Ended
September 30, September 30,
  2025 2024 2025 2024
Revenues:
Net sales $ 3,747.5   $ 3,738.0   $ 10,559.7   $ 11,177.4  
Other revenues 12.4   13.2   36.6   33.8  
Total revenues 3,759.9   3,751.2   10,596.3   11,211.2  
Cost of sales 2,388.4   2,292.0   6,730.7   6,802.6  
Gross profit 1,371.5   1,459.2   3,865.6   4,408.6  
Operating expenses:
Research and development 250.4   198.4   691.2   602.2  
Acquired IPR&D —   —   10.0   ( 1.7 )
Selling, general and administrative 886.6   1,003.4   2,763.4   3,057.9  
Impairment of goodwill
—   —   2,936.8   321.0  
Litigation settlements and other contingencies, net 55.7   31.5   ( 65.4 ) 239.3  
Total operating expenses 1,192.7   1,233.3   6,336.0   4,218.7  
Earnings (loss) from operations 178.8   225.9   ( 2,470.4 ) 189.9  
Interest expense 119.6   145.6   351.7   429.8  
Other expense (income), net 67.1   ( 10.2 ) 499.9   ( 143.2 )
(Loss) earnings before income taxes ( 7.9 ) 90.5   ( 3,322.0 ) ( 96.7 )
Income tax provision (benefit) 120.3   ( 4.3 ) ( 147.2 ) 21.0  
Net (loss) earnings $ ( 128.2 ) $ 94.8   $ ( 3,174.8 ) $ ( 117.7 )
(Loss) earnings per share attributable to Viatris Inc. shareholders
Basic $ ( 0.11 ) $ 0.08   $ ( 2.70 ) $ ( 0.10 )
Diluted $ ( 0.11 ) $ 0.08   $ ( 2.70 ) $ ( 0.10 )
Weighted average shares outstanding:
Basic 1,164.6   1,193.5   1,176.7   1,193.3  
Diluted 1,164.6   1,200.4   1,176.7   1,193.3  

See Notes to Condensed Consolidated Financial Statements
6

Table of Contents

VIATRIS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive (Loss) Earnings
(Unaudited; in millions)

  Three Months Ended Nine Months Ended
September 30, September 30,
  2025 2024 2025 2024
Net (loss) earnings $ ( 128.2 ) $ 94.8   $ ( 3,174.8 ) $ ( 117.7 )
Other comprehensive earnings (loss), before tax:
Foreign currency translation adjustment ( 74.0 ) 510.0   931.8   77.8  
Change in unrecognized loss and prior service cost related to defined benefit plans ( 3.9 ) 1.4   ( 3.6 ) ( 10.4 )
Net unrecognized gain (loss) on derivatives in cash flow hedging relationships
11.5   ( 38.0 ) ( 45.0 ) ( 0.6 )
Net unrecognized gain (loss) on derivatives in net investment hedging relationships 25.3   ( 248.0 ) ( 503.6 ) ( 10.5 )
Net unrealized gain on available-for-sale fixed income securities 0.3   1.1   1.1   0.8  
Other comprehensive (loss) earnings, before tax ( 40.8 ) 226.5   380.7   57.1  
Income tax provision (benefit) 8.0   ( 62.4 ) ( 119.0 ) ( 4.0 )
Other comprehensive (loss) earnings, net of tax ( 48.8 ) 288.9   499.7   61.1  
Comprehensive (loss) earnings $ ( 177.0 ) $ 383.7   $ ( 2,675.1 ) $ ( 56.6 )

See Notes to Condensed Consolidated Financial Statements
7

Table of Contents

VIATRIS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited in millions, except share and per share amounts)

September 30,
2025 December 31,
2024
ASSETS
Assets
Current assets:
Cash and cash equivalents $ 975.3   $ 734.8  
Accounts receivable, net 3,371.6   3,221.3  
Inventories 4,111.4   3,854.1  
Prepaid expenses and other current assets 1,493.1   1,710.5  

Total current assets 9,951.4   9,520.7  
Property, plant and equipment, net 2,626.2   2,666.1  
Intangible assets, net 15,722.9   17,070.9  
Goodwill 6,730.8   9,133.3  
Deferred income tax benefit 999.0   753.0  
Other assets 1,890.1   2,356.9  
Total assets $ 37,920.4   $ 41,500.9  

LIABILITIES AND EQUITY
Liabilities
Current liabilities:
Accounts payable $ 1,793.4   $ 1,853.7  

Income taxes payable —   192.7  
Current portion of long-term debt and other long-term obligations 1,951.9   8.3  

Other current liabilities 3,618.8   3,724.7  
Total current liabilities 7,364.1   5,779.4  
Long-term debt 12,487.6   14,038.9  
Deferred income tax liability 1,028.2   1,107.9  
Other long-term obligations 1,822.9   1,939.2  
Total liabilities 22,702.8   22,865.4  
Equity
Viatris Inc. shareholders’ equity
Common stock: $ 0.01 par value, 3,000,000,000 shares authorized; shares issued: 1,245,284,268 and 1,234,131,491 as of September 30, 2025 and December 31, 2024
12.5   12.3  
Additional paid-in capital 18,890.7   18,921.6  
Retained earnings ( 48.2 ) 3,418.8  
Accumulated other comprehensive loss ( 2,713.2 ) ( 3,212.9 )
16,141.8   19,139.8  

Less: Treasury stock — at cost
Common stock shares: 86,122,122 and 40,483,663 as of September 30, 2025 and December 31, 2024
924.2   504.3  
Total equity 15,217.6   18,635.5  

Total liabilities and equity $ 37,920.4   $ 41,500.9  

See Notes to Condensed Consolidated Financial Statements
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VIATRIS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
(Unaudited; in millions, except share and per share amounts)

Additional Paid-In Capital Retained
Earnings Accumulated Other Comprehensive Loss Total
Equity
  Common Stock Treasury Stock
  Shares Cost Shares Cost
Balance at June 30, 2025 1,245,047,557   $ 12.5   $ 18,998.2   $ 80.0   79,334,807   $ ( 855.8 ) $ ( 2,664.4 ) $ 15,570.5  
Net loss —  —  —  ( 128.2 ) —  —  —  ( 128.2 )
Other comprehensive loss, net of tax —  —  —  —  —  —  ( 48.8 ) ( 48.8 )
Issuance of restricted stock and stock options exercised, net 172,798   —   0.2   —  —  —  —  0.2  
Taxes related to the net share settlement of equity awards —  —  ( 0.7 ) —  —  —  —  ( 0.7 )
Share-based compensation expense —  —  36.0   —  —  —  —  36.0  

Common stock repurchase —  —  —  —  6,787,315   ( 68.4 ) —  ( 68.4 )

Issuance of common stock 63,913   —  0.6   —  —  —  —  0.6  
Cash dividends declared, $ 0.12 per common share
—  —  ( 143.6 ) —  —  —  —  ( 143.6 )

Balance at September 30, 2025 1,245,284,268   $ 12.5   $ 18,890.7   $ ( 48.2 ) 86,122,122   $ ( 924.2 ) $ ( 2,713.2 ) $ 15,217.6  

Additional Paid-In Capital Retained
Earnings Accumulated Other Comprehensive Loss Total
Equity
Common Stock Treasury Stock
Shares Cost Shares Cost
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 —  —  —  ( 3,174.8 ) —  —  —  ( 3,174.8 )
Other comprehensive earnings, net of tax —  —  —  —  —  —  499.7   499.7  
Issuance of restricted stock and stock options exercised, net 10,943,849   0.2   14.2   —  —  —  —  14.4  
Taxes related to the net share settlement of equity awards —  —  ( 31.7 ) —  —  —  —  ( 31.7 )
Share-based compensation expense —  —  128.3   —  —  —  —  128.3  

Common stock repurchase —  —  —  —  45,638,459   ( 419.9 ) —  ( 419.9 )

Issuance of common stock 208,928   —  1.9   —  —  —  —  1.9  
Cash dividends declared, $ 0.36 per common share
—  —  ( 143.6 ) ( 292.2 ) —  —  —  ( 435.8 )

Balance at September 30, 2025 1,245,284,268   $ 12.5   $ 18,890.7   $ ( 48.2 ) 86,122,122   $ ( 924.2 ) $ ( 2,713.2 ) $ 15,217.6  

See Notes to Condensed Consolidated Financial Statements
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Additional Paid-In Capital Retained
Earnings Accumulated Other Comprehensive Loss Total
Equity
  Common Stock Treasury Stock
  Shares Cost Shares Cost
Balance at June 30, 2024 1,233,752,840   $ 12.3   $ 18,853.3   $ 4,133.9   40,483,663   $ ( 504.3 ) $ ( 2,975.2 ) $ 19,520.0  
Net earnings —  —  —  94.8   —  —  —  94.8  
Other comprehensive earnings, net of tax —  —  —  —  —  —  288.9   288.9  
Issuance of restricted stock and stock options exercised, net 257,290   —  3.4   —  —  —  —  3.4  
Taxes related to the net share settlement of equity awards —  —  ( 1.0 ) —  —  —  —  ( 1.0 )
Share-based compensation expense —  —  32.4   —  —  —  —  32.4  

Issuance of common stock 54,498   —  0.6   —  —  —  —  0.6  
Cash dividends declared, $ 0.12 per common share
—  —  —  ( 146.7 ) —  —  —  ( 146.7 )

Balance at September 30, 2024 1,234,064,628   $ 12.3   $ 18,888.7   $ 4,082.0   40,483,663   $ ( 504.3 ) $ ( 2,686.3 ) $ 19,792.4  

Additional Paid-In Capital Retained
Earnings Accumulated Other Comprehensive Loss Total
Equity
Common Stock Treasury Stock
Shares Cost Shares Cost
Balance at December 31, 2023 1,221,994,491   $ 12.2   $ 18,814.7   $ 4,639.7   21,239,521   $ ( 251.8 ) $ ( 2,747.4 ) $ 20,467.4  
Net loss —  —  —  ( 117.7 ) —  —  —  ( 117.7 )
Other comprehensive earnings, net of tax —  —  —  —  —  —  61.1   61.1  
Issuance of restricted stock and stock options exercised, net 11,900,724   0.1   10.5   —  —  —  —  10.6  
Taxes related to the net share settlement of equity awards —  —  ( 52.2 ) —  —  —  —  ( 52.2 )
Share-based compensation expense —  —  113.8   —  —  —  —  113.8  
Common stock repurchase —  —  —  —  19,244,142   ( 252.5 ) —  ( 252.5 )
Issuance of common stock 169,413   —  1.9   —  —  —  —  1.9  
Cash dividends declared, $ 0.36 per common share
—  —  —  ( 440.0 ) —  —  —  ( 440.0 )

Balance at September 30, 2024 1,234,064,628   $ 12.3   $ 18,888.7   $ 4,082.0   40,483,663   $ ( 504.3 ) $ ( 2,686.3 ) $ 19,792.4  

See Notes to Condensed Consolidated Financial Statements
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VIATRIS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited; in millions)
Nine Months Ended
September 30,
  2025 2024
Cash flows from operating activities:
Net loss $ ( 3,174.8 ) $ ( 117.7 )
Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 2,031.5   2,147.0  
Share-based compensation expense 128.3   113.8  
Deferred income tax benefit ( 228.3 ) ( 518.7 )

Loss on disposal of business
79.1   295.8  
Acquired IPR&D
15.0   ( 12.7 )
Impairment of goodwill
2,936.8   321.0  
Other non-cash items 835.8   ( 180.6 )
Litigation settlements and other contingencies, net ( 45.1 ) 245.6  
Changes in operating assets and liabilities:
Accounts receivable 62.7   ( 0.4 )
Inventories ( 122.2 ) ( 687.8 )
Accounts payable ( 186.5 ) ( 9.7 )
Income taxes ( 238.4 ) 286.9  
Other operating assets and liabilities, net ( 593.8 ) ( 62.3 )
Net cash provided by operating activities 1,500.1   1,820.2  
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired —   ( 350.0 )
Capital expenditures ( 182.3 ) ( 185.6 )
Purchase of marketable securities ( 18.1 ) ( 21.7 )
Proceeds from the sale of marketable securities 18.1   21.7  
Payments for product rights and other, net ( 32.9 ) ( 20.1 )
(Purchases) refunds of IPR&D ( 15.0 ) 12.7  
Proceeds from sale of assets and subsidiaries
—   2,510.2  
Proceeds from the sale of property, plant and equipment
13.7   2.2  
Net cash (used in) provided by investing activities ( 216.5 ) 1,969.4  
Cash flows from financing activities:

Payments of long-term debt —   ( 2,339.4 )
Purchase of common stock ( 415.4 ) ( 250.0 )
Change in short-term borrowings, net 1.7   1.5  
Taxes paid related to net share settlement of equity awards ( 30.3 ) ( 53.3 )
Contingent consideration payments ( 13.1 ) ( 31.5 )
Payments of financing fees ( 1.3 ) ( 4.8 )
Cash dividends paid ( 423.0 ) ( 431.5 )

Issuance of common stock 2.0   1.9  
Other items, net ( 178.1 ) 196.9  
Net cash used in financing activities ( 1,057.5 ) ( 2,910.2 )
Effect on cash of changes in exchange rates 41.3   7.1  
Net increase in cash, cash equivalents and restricted cash 267.4   886.5  
Cash, cash equivalents and restricted cash — beginning of period 736.1   993.6  
Cash, cash equivalents and restricted cash — end of period $ 1,003.5   $ 1,880.1  

See Notes to Condensed Consolidated Financial Statements
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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

1. General
The accompanying unaudited condensed consolidated financial statements (“interim financial statements”) of Viatris Inc. and subsidiaries were prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the interim results of operations, comprehensive (loss) earnings, financial position, equity and cash flows for the periods presented.
These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in Viatris’ 2024 Form 10-K. The December 31, 2024 condensed consolidated balance sheet was derived from audited financial statements.
The interim results of operations and comprehensive (loss) earnings for the three and nine months ended September 30, 2025, and cash flows for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation. Charges related to the impairment of goodwill, which were previously presented in Selling, General and Administrative in the condensed consolidated statements of operations, and which were previously presented in Other non-cash items in the condensed consolidated statements of cash flows, are now presented in Impairment of Goodwill in the condensed consolidated statements of operations and the condensed consolidated statements of cash flows.

2. Revenue Recognition and Accounts Receivable
The Company recognizes revenues in accordance with ASC 606, Revenue from Contracts with Customers . Under ASC 606, the Company recognizes net revenue for product sales when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recorded net of provisions for variable consideration, including discounts, rebates, governmental rebate programs, price adjustments, returns, chargebacks, promotional programs and other sales allowances. Accruals for these provisions are presented in the condensed consolidated financial statements as reductions in determining net sales and as a contra asset in accounts receivable, net (if settled via credit) and other current liabilities (if paid in cash).
Our net sales may be impacted by wholesaler and distributor inventory levels of our products, which can fluctuate throughout the year due to the seasonality of certain products, pricing, the timing of product demand, purchasing decisions and other factors. Such fluctuations may impact the comparability of our net sales between periods.
Consideration received from licenses of intellectual property is recorded as other revenues. Royalty or profit share amounts, which are based on sales of licensed products or technology, are recorded when the customer’s subsequent sales or usages occur. Such consideration is included in other revenues in the condensed consolidated statements of operations.
The following table presents the Company’s net sales by product category for each of our reportable segments for the three and nine months ended September 30, 2025 and 2024, respectively:

(In millions) Three Months Ended September 30, 2025 (a)

Product Category Developed Markets Greater China JANZ Emerging Markets Total
Brands $ 1,241.3   $ 612.3   $ 159.1   $ 424.1   $ 2,436.8  

Generics 1,014.3   2.9   147.2   146.3   1,310.7  
Total Viatris $ 2,255.6   $ 615.2   $ 306.3   $ 570.4   $ 3,747.5  

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

(In millions) Nine Months Ended September 30, 2025 (a)

Product Category Developed Markets Greater China JANZ Emerging Markets Total
Brands $ 3,382.5   $ 1,751.6   $ 461.4   $ 1,242.7   $ 6,838.2  

Generics 2,884.1   8.0   426.7   402.7   3,721.5  
Total Viatris $ 6,266.6   $ 1,759.6   $ 888.1   $ 1,645.4   $ 10,559.7  

(In millions) Three Months Ended September 30, 2024
Product Category Developed Markets Greater China JANZ Emerging Markets Total
Brands $ 1,217.6   $ 559.4   $ 189.3   $ 395.9   $ 2,362.2  

Generics 1,081.1   2.4   155.0   137.3   1,375.8  
Total Viatris $ 2,298.7   $ 561.8   $ 344.3   $ 533.2   $ 3,738.0  

(In millions) Nine Months Ended September 30, 2024
Product Category Developed Markets Greater China JANZ Emerging Markets Total
Brands $ 3,630.2   $ 1,636.9   $ 571.8   $ 1,195.5   $ 7,034.4  

Generics 3,153.1   7.8   439.9   542.2   4,143.0  
Total Viatris $ 6,783.3   $ 1,644.7   $ 1,011.7   $ 1,737.7   $ 11,177.4  

___________
(a) Amounts for the three and nine months ended September 30, 2025 include the Indore Impact and the impact of foreign currency translations and divested businesses compared to the prior year period.
The following table presents net sales on a consolidated basis for select key products for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 2025 2024
Select Key Global Products
Lipitor ®
$ 396.1   $ 375.6   $ 1,172.0   $ 1,112.9  
Norvasc ® 179.7   168.9   534.7   507.1  
EpiPen® Auto-Injectors 157.2   123.2   390.7   318.9  
Lyrica ® 126.5   129.9   367.2   368.4  
Viagra ® 105.2   100.2   304.0   307.0  
Creon ® 93.1   84.6   266.9   237.8  
Celebrex ®
73.3   74.1   206.7   218.5  
Effexor ®
67.2   66.3   189.6   188.4  
Zoloft ®
66.8   60.6   188.1   177.5  
Xalabrands 38.6   41.2   116.4   129.3  

Select Key Segment Products
Influvac ® $ 125.4   $ 121.3   $ 130.8   $ 126.0  
Yupelri ® 71.4   62.2   196.3   171.9  
Amitiza ® 40.8   38.2   115.7   108.1  
Xanax ® 34.2   38.6   100.4   108.5  
Dymista ® 33.8   43.5   125.0   146.7  

____________
(a) The Company does not disclose net sales for any products considered competitively sensitive.
(b) Products disclosed may change in future periods, including as a result of seasonality, competition or new product launches.
(c) Amounts for the three and nine months ended September 30, 2025 include the impact of foreign currency translations compared to the prior year period.
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

(d) Refer to intellectual property matters included in Note 17 Litigation for additional information regarding Yupelri® and Amitiza®.
Variable Consideration and Accounts Receivable
The following table presents a reconciliation of gross sales to net sales by each significant category of variable consideration during the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended Nine Months Ended
September 30, September 30,
(In millions) 2025 (a)
2024 2025 (a)
2024
Gross sales $ 6,208.3   $ 6,336.0   $ 17,753.3   $ 18,894.5  
Gross to net adjustments:
Chargebacks ( 1,265.9 ) ( 1,283.9 ) ( 3,684.5 ) ( 3,810.7 )
Rebates, promotional programs and other sales allowances ( 975.0 ) ( 1,042.7 ) ( 2,864.0 ) ( 3,131.5 )
Returns ( 48.7 ) ( 90.3 ) ( 150.8 ) ( 220.7 )
Governmental rebate programs ( 171.2 ) ( 181.1 ) ( 494.3 ) ( 554.2 )
Total gross to net adjustments $ ( 2,460.8 ) $ ( 2,598.0 ) $ ( 7,193.6 ) $ ( 7,717.1 )
Net sales $ 3,747.5   $ 3,738.0   $ 10,559.7   $ 11,177.4  

___________
(a) Amounts for the three and nine months ended September 30, 2025 include the Indore Impact and the impact of foreign currency translations and divested businesses compared to the prior year period.
No significant revisions were made to the methodology used in determining these provisions or the nature of the provisions during the three and nine months ended September 30, 2025. Such allowances were comprised of the following at September 30, 2025 and December 31, 2024, respectively:

(In millions) September 30,
2025 December 31,
2024
Accounts receivable, net $ 1,409.3   $ 1,547.0  
Other current liabilities 1,083.2   989.4  
Total $ 2,492.5   $ 2,536.4  

Accounts receivable, net was comprised of the following at September 30, 2025 and December 31, 2024, respectively:

(In millions) September 30,
2025 December 31,
2024
Trade receivables, net $ 2,912.1   $ 2,675.3  
Other receivables 459.5   546.0  
Accounts receivable, net $ 3,371.6   $ 3,221.3  

Accounts Receivable Factoring Arrangements
We have entered into accounts receivable factoring agreements with financial institutions to sell certain of our non-U.S. accounts receivable. These transactions are accounted for as sales and result in a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyers. Our factoring agreements do not allow for recourse in the event of uncollectibility, and we do not retain any interest in the underlying accounts receivable once sold. We derecognized $ 126.8 million and $ 68.5 million of accounts receivable as of September 30, 2025 and December 31, 2024, respectively, under these factoring arrangements. Additionally, we have a similar arrangement for certain European countries. As of September 30, 2025 and December 31, 2024, we assigned and derecognized approximately $ 51.6  million and $ 29.9  million, respectively, of Trade Receivables, Net, which were included in Other Receivables .

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

3. Recent Accounting Pronouncements
Accounting Standards and Disclosure Rules Issued Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other – Internal-Use Software (Subtopic 350-40): 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 . 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. 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. The guidance can be applied prospectively, retrospectively or under a modified transition approach. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): 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. 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. Entities should apply the new guidance prospectively. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

In March 2024, the SEC adopted final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Final Rules”), which would require registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rules would require, among other things, disclosure in the notes to the audited financial statements of the effects of severe weather events and other natural conditions, subject to certain thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates in certain circumstances. The Final Rules would also require disclosure outside of the financial statements of material scope 1 and scope 2 greenhouse gas emissions, among other climate-related disclosures. In April 2024, the SEC stayed the effectiveness of the Final Rules pending completion of litigation in the U.S. Court of Appeals for the Eighth Circuit. 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. On March 27, 2025, the SEC voted to end its defense of the Final Rules and withdrew its defense of the Final Rules in the pending litigation. The Company continues to monitor the status of the Final Rules.

There were no other significant changes in new accounting standards from those disclosed in Viatris’ 2024 Form 10-K. Refer to Viatris’ 2024 Form 10-K for additional information.

4. Acquisitions and Other Transactions
Acquisition of Idorsia Products
On March 15, 2024, the Company acquired exclusive global development and commercialization rights to two Phase 3 assets from Idorsia, as well as the potential to add additional innovative assets in the future. Under the terms of the original agreements, the development programs and certain personnel for selatogrel and cenerimod were transferred to Viatris from Idorsia in exchange for an upfront payment to Idorsia of $ 350  million, potential contingent milestone payments (including $ 300  million payable upon the achievement of certain development and regulatory milestones, and $ 2.1  billion payable upon the achievement of certain tiered sales milestones), as well as potential contingent tiered sales royalties. Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs. Viatris has worldwide commercialization rights for both selatogrel and cenerimod (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. 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.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

In accordance with U.S. GAAP, the transaction has been accounted for as a business combination under the acquisition method of accounting. Under the acquisition method of accounting, the assets acquired and liabilities assumed in the transaction were recorded at their respective estimated fair values at the acquisition date. During the nine months ended September 30, 2025 and 2024, the Company incurred acquisition-related costs of approximately $ 14.8  million and $ 3.9  million, respectively, which were recorded primarily in SG&A in the condensed consolidated statements of operations.
The U.S. GAAP purchase price allocated to the transaction was $ 695  million, which consisted of $ 350  million of cash consideration paid and estimated contingent consideration at the date of acquisition valued at approximately $ 345  million. The fair value of the contingent consideration was valued using a Monte Carlo simulation model using Level 3 inputs. The fair value is sensitive to changes in the forecasts of operating metrics, probability of success, and discount rates. Refer to Note 11, Financial Instruments and Risk Management for additional information. The allocation of the purchase price to the assets acquired and liabilities assumed is shown below. There were no measurement period adjustments.

(In millions)
Current assets
$ 2.1  

IPR&D 675.0  
Goodwill 19.5  

Total assets acquired $ 696.6  
Current liabilities 1.6  

Net assets acquired
$ 695.0  

The amount allocated to IPR&D represents an estimate of the fair value of purchased in-process technology for research projects that, as of the closing date of the acquisition, had not reached technological feasibility and had no alternative future use. The fair value of IPR&D of $ 675  million was based on the excess earnings method, which utilizes forecasts of expected cash inflows (including estimates for ongoing costs) and other contributory charges. A discount rate of 20 % was utilized to discount net cash inflows to present values. IPR&D is accounted for as an indefinite-lived intangible asset and will be subject to impairment testing until completion or abandonment of the projects. Upon successful completion and launch of each product, the Company will make a determination of the estimated useful life of the individual asset. Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs, which are expected to be incurred through 2026. There are risks and uncertainties associated with the timely and successful completion of the projects included in IPR&D, including but not limited to the high cost and uncertainty of conducting clinical trials (particularly with respect to new and/or complex or innovative drugs), obtaining approval by relevant regulatory bodies and our partner’s financial condition, and no assurances can be given that the underlying assumptions used to estimate the fair value of IPR&D will not change or the timely completion of each project to commercial success will occur.
The goodwill of $ 19.5 million arising from the acquisition consisted largely of the value of the employee workforce and the expected value of products, including additional indications, to be developed in the future. All of the goodwill was assigned to the Developed Markets segment. None of the goodwill recognized in this transaction is expected to be deductible for income tax purposes. The acquisition did not have a material impact on the Company’s results of operations since the acquisition date or on a pro forma basis during the three and nine months ended September 30, 2024.
On February 25, 2025, in order to preserve the ongoing continuity of the development programs for selatogrel and cenerimod considering certain capital structuring steps announced by Idorsia to secure its ongoing operations, Viatris and Idorsia entered into a letter agreement to amend certain terms of the original agreements described above. Under the terms of the letter agreement, Viatris 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. In addition, the joint development committee has been replaced with a transition committee to oversee the transition of both development programs to Viatris. Refer to Note 11 Financial Instruments and Risk Management for additional information on the fair value adjustment to the Idorsia Transaction contingent consideration liability recorded during the nine months ended September 30, 2025 as a result of the February 25, 2025 letter agreement.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Acquisition of Aculys Pharma
On October 15, 2025, the Company acquired Aculys Pharma, Inc. (“Aculys Pharma”), a clinical stage biopharmaceutical company focused on commercializing innovative treatments for neurological conditions. 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. As part of the transaction, Viatris has acquired exclusive development and commercialization rights in Japan for pitolisant, a selective/inverse agonist of the histamine H3 receptor. 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. 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. The transaction is expected to be accounted for as an asset acquisition, with the upfront payment expensed as Acquired IPR&D .

5. Divestitures
By the end of 2024, the Company had substantially completed the previously announced divestitures of its OTC Business, 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 majority of the Upjohn Distributor Markets.

During the three and nine months ended September 30, 2025, the Company recorded additional pre-tax (gain) charges of approximately $( 1.6 ) million and $ 79.1  million, respectively, related to the divestitures. The additional charges were recorded as a component of Other Expense (Income), Net in the condensed 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.

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. During the three months ended September 30, 2025 and 2024, the Company recognized TSA income related to all divestitures of approximately $ 6.5  million and $ 27.5  million, respectively. During the nine months ended September 30, 2025 and 2024, the Company recognized TSA income related to all divestitures of approximately $ 36.3  million and $ 47.0  million, respectively. TSA income is recorded as a component of Other Expense (Income), Net .

6. Share-Based Incentive Plan
Prior to the Distribution, Viatris adopted and Pfizer, in the capacity as Viatris’ sole stockholder at such time, approved the 2020 Incentive Plan (the Viatris Inc. 2020 Stock Incentive Plan ) which became effective as of the Distribution. In connection with the Combination, as of November 16, 2020, the Company assumed the 2003 LTIP ( Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan ), which had previously been approved by Mylan shareholders. The 2020 Incentive Plan includes 72,500,000 shares of Viatris’ common stock authorized for grant pursuant to the 2020 Incentive Plan, which may include dividend payments payable in common stock on unvested shares granted under awards. No shares remain available for issuance under the 2003 LTIP, however, certain awards remain outstanding under the plan.
The Board 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: stock options, SARs, restricted stock and units, PSUs, other stock-based awards and short-term cash awards. Stock option awards are granted with an exercise price equal to the fair market value of the shares underlying the stock options at the date of the grant, generally become exercisable over periods ranging from three to four years , and generally expire in ten years .
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

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

Number of Shares Under Stock Awards Weighted Average Exercise Price per Share
Outstanding at December 31, 2024 3,350,786   $ 35.94  

Exercised ( 16,129 ) 6.59  
Forfeited ( 608,203 ) 37.98  
Outstanding at September 30, 2025 2,726,454   $ 35.67  
Vested and expected to vest at September 30, 2025 2,725,215   $ 35.68  
Exercisable at September 30, 2025 2,718,591   $ 35.74  

As of September 30, 2025, stock awards outstanding, stock awards vested and expected to vest, and stock awards exercisable each had average remaining contractual terms of 2.4 years. Also, at September 30, 2025, stock awards outstanding, stock awards vested and expected to vest, and stock awards exercisable each had aggregate intrinsic values of less than $ 0.1 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 September 30, 2025 is presented below:

Number of Restricted Stock Awards Weighted Average Grant-Date Fair Value Per Share
Nonvested at December 31, 2024 29,083,934   $ 11.49  
Granted 19,466,357   9.56  
Released ( 12,882,340 ) 10.93  
Forfeited ( 2,275,184 ) 11.26  
Nonvested at September 30, 2025 33,392,767   $ 10.59  

As of September 30, 2025, the Company had $ 200.3 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 1.5 years. The total intrinsic value of Restricted Stock Awards released and stock options exercised during the nine months ended September 30, 2025 and 2024 was $ 120.9 million and $ 141.5 million, respectively.

7. Pensions and Other Postretirement Benefits
Defined Benefit Plans
The Company sponsors various defined benefit pension plans in several countries. Benefits provided generally depend on length of service, pay grade and remuneration levels. Employees in the U.S., Puerto Rico and certain international locations are also provided retirement benefits through defined contribution plans.
The Company also sponsors other postretirement benefit plans including plans that provide for postretirement supplemental medical coverage. Benefits from these plans are provided to employees and their spouses and dependents who meet various minimum age and service requirements. In addition, the Company sponsors other plans that provide for life insurance benefits and postretirement medical coverage for certain officers and management employees.
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Net Periodic Benefit Cost
Components of net periodic benefit cost for the three and nine months ended September 30, 2025 and 2024 were as follows:

Pension and Other Postretirement Benefits
Three Months Ended Nine Months Ended
September 30, September 30,
(In millions) 2025 2024 2025 2024
Service cost $ 7.4   $ 7.8   $ 22.3   $ 23.5  
Interest cost 16.2   16.6   48.7   49.9  
Expected return on plan assets ( 16.8 ) ( 16.9 ) ( 50.4 ) ( 50.7 )
Amortization of prior service costs —   0.5   —   1.6  
Recognized net actuarial gains ( 2.9 ) ( 4.3 ) ( 8.7 ) ( 12.8 )

Net periodic benefit cost $ 3.9   $ 3.7   $ 11.9   $ 11.5  

The Company is making the minimum mandatory contributions to its defined benefit pension plans in the U.S. and Puerto Rico for the 2025 plan year. The Company expects to make total benefit payments of approximately $ 112.2 million from pension and other postretirement benefit plans in 2025. The Company anticipates making contributions to pension and other postretirement benefit plans of approximately $ 68.8 million in 2025.

On July 17, 2025, the Company approved an amendment to terminate one of its defined benefit plans in the United States (the "U.S. Plan"). The distribution of the U.S. 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. U.S. 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. The resulting settlement effect of the U.S. 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. As a result, the Company is currently unable to reasonably estimate either the timing or the final amount of such settlement charges. Based on the valuation performed as of January 1, 2025, the U.S. Plan had an overfunded status of approximately $ 1.8  million.

8. Balance Sheet Components
Selected balance sheet components consist of the following:
Cash and restricted cash

(In millions) September 30,
2025 December 31,
2024 September 30, 2024
Cash and cash equivalents $ 975.3   $ 734.8   $ 1,878.7  
Restricted cash, included in prepaid expenses and other current assets 28.2   1.3   1.4  
Cash, cash equivalents and restricted cash $ 1,003.5   $ 736.1   $ 1,880.1  

Inventories

(In millions) September 30,
2025 December 31,
2024
Raw materials $ 1,510.7   $ 1,345.9  
Work in process 516.0   527.3  
Finished goods 2,084.7   1,980.9  
Inventories $ 4,111.4   $ 3,854.1  

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Prepaid expenses and other current assets

(In millions) September 30,
2025 December 31, 2024
Prepaid expenses $ 186.1   $ 140.9  

Available-for-sale fixed income securities 40.4   38.0  
Fair value of financial instruments 77.4   261.6  
Equity securities 64.0   55.5  
Deferred charge for taxes on intercompany profit
658.4   526.6  
Income tax receivable
215.6   300.7  
Other current assets 251.2   387.2  
Prepaid expenses and other current assets $ 1,493.1   $ 1,710.5  

Prepaid expenses consist primarily of prepaid rent, insurance and other individually insignificant items.
Property, plant and equipment, net

(In millions) September 30,
2025 December 31, 2024
Machinery and equipment $ 3,045.3   $ 2,894.7  
Buildings and improvements 1,517.3   1,464.3  
Construction in progress 429.2   397.1  
Land and improvements 114.7   113.2  
Gross property, plant and equipment 5,106.5   4,869.3  
Accumulated depreciation 2,480.3   2,203.2  
Property, plant and equipment, net $ 2,626.2   $ 2,666.1  

Other assets

(In millions) September 30,
2025 December 31, 2024

CCPS in Biocon Biologics 850.0   1,349.8  
Operating lease right-of-use assets 265.9   253.1  
Other long-term assets 774.2   754.0  
Other assets $ 1,890.1   $ 2,356.9  

Accounts payable

(In millions) September 30,
2025 December 31, 2024
Trade accounts payable $ 1,326.4   $ 1,355.3  
Other payables 467.0   498.4  
Accounts payable $ 1,793.4   $ 1,853.7  

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Other current liabilities

(In millions) September 30,
2025 December 31, 2024
Accrued sales allowances $ 1,083.2   $ 989.4  
Payroll and employee benefit liabilities 651.7   729.3  
Legal and professional accruals, including litigation accruals 556.3   472.8  
Contingent consideration
36.9   59.5  
Accrued restructuring 34.0   63.4  
Accrued interest 166.4   49.9  
Fair value of financial instruments 131.2   125.8  
Operating lease liability 111.9   87.1  
Other 847.2   1,147.5  
Other current liabilities $ 3,618.8   $ 3,724.7  

Other long-term obligations

(In millions) September 30,
2025 December 31, 2024
Employee benefit liabilities $ 479.3   $ 467.9  
Contingent consideration 344.6   496.6  

Tax related items, including contingencies 319.3   341.9  
Operating lease liability 171.4   179.3  
Accrued restructuring 129.5   128.5  
Other 378.8   325.0  
Other long-term obligations $ 1,822.9   $ 1,939.2  

9. (Loss) Earnings per Share
Basic (loss) earnings per share is computed by dividing net (loss) earnings attributable to holders of Viatris Inc. common stock by the weighted average number of shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) earnings attributable to holders of Viatris Inc. common stock by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities or instruments, if the impact is dilutive .
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Basic and diluted (loss) earnings per share attributable to Viatris Inc. are calculated as follows:

  Three Months Ended Nine Months Ended
September 30, September 30,
(In millions, except per share amounts) 2025 2024 2025 2024
Basic (loss) earnings attributable to Viatris Inc. common shareholders (numerator):

Net (loss) earnings attributable to Viatris Inc. common shareholders
$ ( 128.2 ) $ 94.8   $ ( 3,174.8 ) $ ( 117.7 )
Shares (denominator):
Weighted average shares outstanding 1,164.6   1,193.5   1,176.7   1,193.3  
Basic (loss) earnings per share attributable to Viatris Inc. shareholders
$ ( 0.11 ) $ 0.08   $ ( 2.70 ) $ ( 0.10 )

Diluted (loss) earnings attributable to Viatris Inc. common shareholders (numerator):

Net (loss) earnings attributable to Viatris Inc. common shareholders
$ ( 128.2 ) $ 94.8   $ ( 3,174.8 ) $ ( 117.7 )
Shares (denominator):
Weighted average shares outstanding 1,164.6   1,193.5   1,176.7   1,193.3  
Share-based awards —   6.9   —   —  
Total dilutive shares outstanding 1,164.6   1,200.4   1,176.7   1,193.3  
Diluted (loss) earnings per share attributable to Viatris Inc. shareholders
$ ( 0.11 ) $ 0.08   $ ( 2.70 ) $ ( 0.10 )

Additional stock awards and Restricted Stock Awards were outstanding during the three and nine months ended September 30, 2025 and 2024, but were not included in the computation of diluted (loss) earnings per share for each respective period because the effect would be anti-dilutive. Excluded shares also include certain PSUs whose performance conditions had not been fully met. Such excluded shares and anti-dilutive awards represented 12.9 million shares and 22.6 million shares for the three and nine months ended September 30, 2025, respectively, and 9.1 million shares and 20.5 million shares for the three and nine months ended September 30, 2024, respectively.
The Company paid a quarterly dividend of $ 0.12 per share on the Company’s issued and outstanding common stock in March 2025, June 2025, and September 2025. On November 3, 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 December 15, 2025 to shareholders of record as of the close of business on November 24, 2025. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Board of Directors, and will depend upon factors, including but not limited to, the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.
On February 28, 2022, the Company announced that its Board of Directors had authorized a share repurchase program for the repurchase of up to $ 1.0  billion of the Company’s shares of common stock. The Company subsequently announced that on February 26, 2024, its Board of Directors authorized a $ 1.0  billion increase to the Company’s previously announced $ 1.0  billion share repurchase program. As a result, the Company’s share repurchase program now authorizes the repurchase of up to $ 2.0  billion of the Company’s shares of common stock. Such repurchases may be made from time-to-time at the Company’s discretion and effected by any means, including but not limited to, open market repurchases, pursuant to plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act, privately negotiated transactions (including accelerated stock repurchase programs) or any combination of such methods as the Company deems appropriate. The program does not have an expiration date. The share repurchase program does not obligate the Company to acquire any particular amount of common stock.

During the three months ended September 30, 2025, the Company repurchased approximately 6.8  million shares of common stock at a cost of approximately $ 67.9  million. During the nine months ended September 30, 2025 and 2024, the Company repurchased approximately 45.6  million shares of common stock at a cost of approximately $ 418.3  million, and approximately 19.2  million shares of common stock at a cost of approximately $ 250  million, respectively, under the program.
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

As of September 30, 2025, the Company had repurchased a total of approximately 86.1  million shares of common stock at a cost of approximately $ 918.3  million under the program.

Additionally, subsequent to September 30, 2025, the Company repurchased approximately 8.1  million shares of common stock at a cost of approximately $ 82.1  million, bringing the total shares of common stock repurchased under the program to approximately 94.2  million at a cost of approximately $ 1.00  billion, in each case through and including November 5, 2025.

10. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 are as follows:

(In millions) Developed Markets (1)
Greater China JANZ (2)
Emerging Markets (3)
Total

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

Impairment
( 2,261.0 ) —   ( 300.8 ) ( 375.0 ) ( 2,936.8 )
Foreign currency translation 512.8   7.5   5.7   8.3   534.3  
Balance at September 30, 2025: $ 5,004.7   $ 929.0   $ —   $ 797.1   $ 6,730.8  

____________
(1) Balances as of September 30, 2025 and December 31, 2024 include an accumulated impairment loss of $ 3.19  billion and $ 929.0  million, respectively.
(2) Balances as of September 30, 2025 and December 31, 2024 include an accumulated impairment loss of $ 651.8  million and $ 351.0  million, respectively.
(3) Balances as of September 30, 2025 and December 31, 2024 include an accumulated impairment loss of $ 499.0  million and $ 124.0  million, respectively.

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. 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. 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.

The Company also performed the annual goodwill impairment test as of April 1, 2025. 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. Also, no triggering events have been identified since the April 1, 2025 impairment test date.

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. The determination of the fair value of the reporting units requires the Company to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows. These estimates and assumptions, utilizing Level 3 inputs, primarily include, but are not limited to, the discount rate, terminal growth rates, operating income before depreciation and amortization, capital expenditures forecasts and control premiums.

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. The negative impact of any or all of these factors could be material. 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.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

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.
In conjunction with its March 31, 2025 interim goodwill impairment test, the Company recorded the following impairment charges in the first quarter of 2025:

(In millions) North America
Europe
JANZ
Emerging Markets
Total
Impairment charge
$ 707.0   $ 1,554.0   $ 300.8   $ 375.0   $ 2,936.8  

For the North America 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 3.1 %. A terminal year value was calculated with a negative 3.0 % revenue growth rate applied. The discount rate utilized was 12.5 % and the estimated tax rate was 24.8 %.
For the Europe 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 3.3 %. 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 %.
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 %. A terminal year value was calculated with a 2.0 % revenue growth rate applied. The discount rate utilized was 14.5 % and the estimated tax rate was 16.7 %.
For the JANZ 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 negative 0.9 %. A terminal year value was calculated with a 1.0 % revenue growth rate applied. The discount rate utilized was 8.5 % and the estimated tax rate was 30.2 %. After the goodwill impairment charge recorded during the first quarter of 2025, there is no remaining goodwill allocated to the JANZ reporting unit.

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. Any such future charges could be material.
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. 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. During the forecast period, the revenue compound annual growth rate was approximately 1.6 %. A terminal year value was calculated with a negative 1.5 % revenue growth rate applied. The discount rate utilized was 15.0 % and the estimated tax rate was 24.7 %. 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.
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. 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.

Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. In addition, changes in underlying assumptions, especially as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting units.
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Intangible Assets, Net
Intangible assets consist of the following components at September 30, 2025 and December 31, 2024:

(In millions) Weighted Average Life (Years) Original Cost Accumulated Amortization Net Book Value
September 30, 2025
Product rights, licenses and other (1)
13 $ 34,810.2   $ 19,865.1   $ 14,945.1  
In-process research and development 777.8   —  777.8  
$ 35,588.0   $ 19,865.1   $ 15,722.9  
December 31, 2024
Product rights, licenses and other (1)
13 $ 33,348.5   $ 17,091.8   $ 16,256.7  
In-process research and development 814.2   —  814.2  
$ 34,162.7   $ 17,091.8   $ 17,070.9  

____________
(1) Represents amortizable intangible assets. Other intangible assets consist principally of customer lists and contractual rights.

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. The Company is evaluating the appropriate next steps for the Phase 3 program, which may include revising the planned additional Phase 3 study. At September 30, 2025, the Company has an IPR&D asset of approximately $ 72  million related to this program in the condensed consolidated financial statements.

Amortization expense, intangible asset disposal & impairment charges and IPR&D intangible asset impairment charges (which are included as a component of amortization expense) are classified primarily within Cost of Sales in the condensed consolidated statements of operations and were as follows for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended
September 30, September 30,
(In millions) 2025 2024 2025 2024
Intangible asset amortization expense $ 593.4   $ 574.7   $ 1,747.9   $ 1,772.9  

IPR&D intangible asset impairment charges
—   —   2.2   102.0  
Total intangible asset amortization expense (including disposal & impairment charges) $ 593.4   $ 574.7   $ 1,750.1   $ 1,874.9  

Intangible asset amortization expense over the remainder of 2025 and for the years ending December 31, 2026 through 2029 is estimated to be as follows:

(In millions)
2025 $ 595  
2026 2,329  
2027 2,107  
2028 1,846  
2029 1,240  

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

11. Financial Instruments and Risk Management
The Company is exposed to certain financial risks relating to its ongoing business operations. The primary financial risks that are managed by using derivative instruments are foreign currency risk and interest rate risk.
Foreign Currency Risk Management
In order to manage certain foreign currency risks, the Company enters into foreign exchange forward contracts to mitigate risk associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities. The foreign exchange forward contracts are measured at fair value and reported as current assets or current liabilities in the condensed consolidated balance sheets. Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the condensed consolidated statements of operations.
The Company has also entered into forward contracts to hedge forecasted foreign currency denominated sales from certain international subsidiaries and a portion of forecasted intercompany inventory sales denominated in Euro, Japanese Yen, 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 condensed consolidated balance sheets. Any changes in the fair value of designated cash flow hedges are deferred in AOCE and are reclassified into earnings when the hedged item impacts earnings.
Net Investment Hedges
The Company may hedge the foreign currency risk associated with certain net investment positions in foreign subsidiaries by either borrowing directly in foreign currencies and designating all or a portion of the foreign currency debt as a hedge of the applicable net investment position or entering into foreign currency swaps that are designated as hedges of net investments.
The Company has designated certain Euro and Yen borrowings as a hedge of its investment in certain Euro-functional and Yen-functional currency subsidiaries in order to manage foreign currency translation risk. Borrowings designated as net investment hedges are marked-to-market using the current spot exchange rate as of the end of the period, with gains and losses included in the foreign currency translation component of AOCE until the sale or substantial liquidation of the underlying net investments. In addition, the Company manages the related foreign exchange risk of the Euro and Yen borrowings not designated as net investment hedges through certain Euro and Yen denominated financial assets and forward currency swaps.
The following table summarizes the principal amounts of the Company’s outstanding Euro and Yen borrowings and the notional amounts of the Euro and Yen borrowings designated as net investment hedges:

Notional Amount Designated as a Net Investment Hedge
(In millions) Principal Amount September 30,
2025 December 31,
2024
1.362 % Euro Senior Notes due 2027
€ 850.0   € 850.0   € 850.0  
3.125 % Euro Senior Notes due 2028
750.0   750.0   750.0  
1.908 % Euro Senior Notes due 2032
1,250.0   1,250.0   1,250.0  

Euro Total € 2,850.0   € 2,850.0   € 2,850.0  

Yen
YEN Term Loan ¥ 40,000.0   ¥ 40,000.0   ¥ 40,000.0  
Yen Total ¥ 40,000.0   ¥ 40,000.0   ¥ 40,000.0  

____________
At September 30, 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 $ 270.4  million.
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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

During the third quarter of 2023, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling Japanese Yen 14.6  billion with settlement dates through 2026. During the second quarter of 2024, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling € 500  million with settlement dates through 2026. The transactions hedge a portion of the Company’s net investment in certain Yen- and Euro-functional currency subsidiaries. All changes in the fair value of these derivative instruments, which are designated as net investment hedges, are marked-to-market using the current spot exchange rate as of the end of the period. The portion of these changes related to the excluded component will be amortized in interest expense over the life of the derivative while the remainder will be recorded in AOCE until the sale or substantial liquidation of the underlying net investments. The semiannual net interest payment received related to the fixed-rate component of the cross-currency interest rate swaps will be reflected in operating cash flows. During the 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. During the second quarter of 2024, the Company executed additional foreign currency forward contracts with notional amounts totaling € 600  million. The transactions hedged a portion of the Company’s net investment in certain Euro functional currency subsidiaries. The contracts were designated as a net investment hedge and matured in July 2024.
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. The transactions hedge a portion of the Company’s net investment in certain Chinese Renminbi functional currency subsidiaries. The contracts were designated as net investment hedges.
Interest Rate Risk Management
The Company enters into interest rate swaps from time to time in order to manage interest rate risk associated with the Company’s fixed-rate and floating-rate debt. Interest rate swaps that meet specific accounting criteria are accounted for as fair value or cash flow hedges. All derivative instruments used to manage interest rate risk are measured at fair value and reported as current assets or current liabilities in the condensed consolidated balance sheets. For fair value hedges, the changes in the fair value of both the hedging instrument and the underlying debt obligations are included in interest expense. For cash flow hedges, the change in fair value of the hedging instrument is deferred through AOCE and is reclassified into earnings when the hedged item impacts earnings.
Cash Flow Hedging Relationships
The Company’s interest rate swaps designated as cash flow hedges fix the interest rate on a portion of the Company’s variable-rate debt or hedge part of the Company’s interest rate exposure associated with the variability in the future cash flows attributable to changes in interest rates. Any changes in fair value are included in earnings or deferred through AOCE, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the condensed consolidated statements of operations.
Credit Risk Management
The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements. The Company is not subject to any obligations to post collateral under derivative instrument contracts. Certain derivative instrument contracts entered into by the Company are governed by master agreements, which contain credit-risk-related contingent features that would allow the counterparties to terminate the contracts early and request immediate payment should the Company trigger an event of default on other specified borrowings. The Company records all derivative instruments on a gross basis in the condensed consolidated balance sheets. Accordingly, there are no offsetting amounts that net assets against liabilities.
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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

The following table summarizes the classification and fair values of derivative instruments in our condensed consolidated balance sheets:

Asset Derivatives Liability Derivatives
(In millions) Balance Sheet Location September 30, 2025 Fair Value
December 31, 2024 Fair Value
Balance Sheet Location September 30, 2025 Fair Value
December 31, 2024 Fair Value

Derivatives designated as hedges:
Cross-currency interest rate swaps Prepaid expenses & other current assets $ —   $ 24.1   Other current liabilities $ 50.4   $ —  
Foreign currency forward contracts Prepaid expenses & other current assets 4.4   39.2   Other current liabilities 13.6   —  
Foreign currency forward contracts —  —  Other long-term obligations
4.3   —  
Total derivatives designated as hedges 4.4   63.3   68.3   —  
Derivatives not designated as hedges:
Foreign currency forward contracts Prepaid expenses & other current assets 73.0   198.3   Other current liabilities 67.2   125.8  
Total derivatives not designated as hedges 73.0   198.3   67.2   125.8  
Total derivatives $ 77.4   $ 261.6   $ 135.5   $ 125.8  

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

The following table summarizes information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk:

Amount of Gains/(Losses) Recognized in Earnings Amount of Gains/(Losses) Recognized in AOCE (Net of Tax) on Derivatives Amount of Gains/(Losses) Reclassified from AOCE into Earnings
Three months ended September 30,
(In millions) Location of Gain/(Loss) 2025 2024 2025 2024 2025 2024

Derivative Financial Instruments in Cash Flow Hedging Relationships (1) :

Foreign currency forward contracts Net sales (3)
$ —  $ —  $ 6.2   $ ( 27.5 ) $ ( 2.1 ) $ 5.9  
Interest rate swaps Interest expense (3)
—  —  ( 0.9 ) ( 1.2 ) ( 1.2 ) ( 1.6 )
Interest rate swaps Other expense (income), net (3)
—  —  —  —  —  ( 3.4 )
Derivative Financial Instruments in Net Investment Hedging Relationships:
Cross-currency interest rate swaps
Interest expense (2)
2.7   3.4   1.9   ( 21.7 ) —  — 
Foreign currency forward contracts
Other expense (income), net (3)
—  —  1.2   ( 4.3 ) 1.2   — 
Non-derivative Financial Instruments in Net Investment Hedging Relationships:
Foreign currency borrowings —  —  18.0   ( 168.4 ) —  — 
Derivative Financial Instruments Not Designated as Hedging Instruments:
Foreign currency option and forward contracts Other expense (income), net (2)
168.4   ( 91.3 ) —  —  —  — 
Total $ 171.1   $ ( 87.9 ) $ 26.4   $ ( 223.1 ) $ ( 2.1 ) $ 0.9  

Amount of Gains/(Losses) Recognized in Earnings Amount of Gains/(Losses) Recognized in AOCE (Net of Tax) on Derivatives Amount of Gains/(Losses) Reclassified from AOCE into Earnings
Nine months ended September 30,
(In millions) Location of Gain/(Loss) 2025 2024 2025 2024 2025 2024

Derivative Financial Instruments in Cash Flow Hedging Relationships (1) :

Foreign currency forward contracts Net sales (3)
$ —  $ —  $ ( 28.6 ) $ 10.2   $ 8.5   $ 22.5  
Interest rate swaps Interest expense (3)
—  —  ( 2.8 ) ( 3.7 ) ( 3.6 ) ( 4.8 )
Interest rate swaps Other expense (income), net (3)
—  —  —  —  —  ( 3.4 )
Derivative Financial Instruments in Net Investment Hedging Relationships:
Cross-currency interest rate swaps
Interest expense (2)
9.5   7.2   ( 58.2 ) ( 11.7 ) —  — 
Foreign currency forward contracts
Other expense (income), net (3)
—  —  ( 3.4 ) 9.7   2.3   — 
Non-derivative Financial Instruments in Net Investment Hedging Relationships:
Foreign currency borrowings —  —  ( 331.4 ) ( 6.3 ) —  — 
Derivative Financial Instruments Not Designated as Hedging Instruments:
Foreign currency option and forward contracts Other expense (income), net (2)
( 66.8 ) ( 45.2 ) —  —  —  — 
Total $ ( 57.3 ) $ ( 38.0 ) $ ( 424.4 ) $ ( 1.8 ) $ 7.2   $ 14.3  

____________
(1) At September 30, 2025, the Company expects that approximately $ 22.0 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.
(3) Represents the location of the gain/(loss) reclassified from AOCE into earnings.
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Fair Value Measurement
Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
• Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
• Level 2: Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.
• Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value.
Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above:

  September 30, 2025 December 31, 2024
(In millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Recurring fair value measurements
Financial Assets
Cash equivalents:
Money market funds $ 654.7   $ —  $ —  $ 387.7   $ —  $ — 
Total cash equivalents 654.7   —  —  387.7   —  — 
Equity securities:
Exchange traded funds 61.0   —  —  54.8   —  — 
Marketable securities 3.0   —  —  0.7   —  — 
Total equity securities 64.0   —  —  55.5   —  — 
CCPS in Biocon Biologics —  —  850.0   —  —  1,349.8  
Available-for-sale fixed income investments:
Corporate bonds —  13.9   —  —  12.9   — 
U.S. Treasuries —  20.7   —  —  17.2   — 
Agency mortgage-backed securities —  1.6   —  —  3.2   — 
Asset backed securities —  3.9   —  —  4.4   — 
Other —  0.3   —  —  0.3   — 
Total available-for-sale fixed income investments —  40.4   —  —  38.0   — 
Foreign exchange derivative assets —  77.4   —  —  237.5   — 
Interest rate swap derivative assets —  —   —  —  24.1   — 
Total assets at recurring fair value measurement $ 718.7   $ 117.8   $ 850.0   $ 443.2   $ 299.6   $ 1,349.8  
Financial Liabilities
Foreign exchange derivative liabilities $ —  $ 85.1   $ —  $ —  $ 125.8   $ — 
Interest rate swap derivative liabilities —  50.4   —  —  —   — 
Contingent consideration —  —  381.5   —  —  556.1  
Total liabilities at recurring fair value measurement $ —  $ 135.5   $ 381.5   $ —  $ 125.8   $ 556.1  

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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, foreign exchange forward prices and bank price quotes. Below is a summary of valuation techniques for the Company’s financial assets and liabilities:
• Cash equivalents — valued at observable net asset value prices.
• Equity securities, exchange traded funds — valued at the active quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date. Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net in the condensed consolidated statements of operations.
• Equity securities, marketable securities — valued using quoted stock prices from public exchanges at the reporting date. Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net in the condensed consolidated statements of operations.
• CCPS in Biocon Biologics — The Company elected the fair value option for the CCPS under ASC 825. Through March 31, 2025, the CCPS were valued using a Monte Carlo simulation model using Level 3 inputs. The fair value of the CCPS is sensitive to changes in the forecasts of operating metrics, changes in volatility and discount rates, and share dilution. During the second quarter of 2025, there was an observable third-party transaction that indicated the fair value of the CCPS was lower than the amount calculated utilizing the Monte Carlo simulation model. Accordingly, the Company recognized a reduction in the fair value of $ 284.0  million during the second quarter of 2025 based upon this third-party transaction. During the third quarter of 2025, the Company recognized an additional reduction in the fair value of $ 100.0  million as a result of the impact of certain business and market factors. The fair value is reassessed quarterly and any change in the fair value estimate is recorded in Other Expense (Income), Net in the condensed consolidated statements of operations for that period. During the three months ended September 30, 2025 and 2024, the Company recorded a loss (gain) of $ 100.0  million and $( 39.4 ) million, respectively, and during the nine months ended September 30, 2025 and 2024, the Company recorded a loss (gain) of $ 499.8  million and $( 368.7 ) million, respectively, as a result of remeasuring the CCPS in Biocon Biologics to fair value. The Company’s CCPS in Biocon Biologics are classified as equity securities and are included in Other Assets in the condensed 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.
• Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices and spot rates at the reporting date. Counterparties to these contracts are highly rated financial institutions.

Contingent Consideration
As of September 30, 2025 and December 31, 2024, the Company had a contingent consideration liability of $ 300.0  million and $ 378.0  million, respectively, related to the Idorsia Transaction. During the nine months ended September 30, 2025, the Company recorded a fair value adjustment gain related to the Idorsia Transaction contingent consideration liability, primarily 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. Refer to Note 4 Acquisitions and Other Transactions for additional information.

As of September 30, 2025 and December 31, 2024, the Company had a contingent consideration liability of $ 79.8 million and $ 176.3  million, respectively, related to the Respiratory Delivery Platform. 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 September 30, 2025, discount rates ranging from 8.5 % to 18.0 % , and at December 31, 2024, discount rates ranging from 9.0 % and 19.0 % were utilized in the valuations. Significant changes in unobservable inputs could result in material changes to the contingent consideration liabilities.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

A rollforward of the activity in the Company’s fair value of contingent consideration from December 31, 2024 to September 30, 2025 is as follows:

(In millions) Current Portion (1)
Long-Term Portion (2)
Total Contingent Consideration
Balance at December 31, 2024 $ 59.5   $ 496.6   $ 556.1  

Payments ( 27.7 ) —   ( 27.7 )
Reclassifications 5.1   ( 5.1 ) —  
Accretion —   3.4   3.4  
Fair value gain (3)
—   ( 150.3 ) ( 150.3 )
Balance at September 30, 2025 $ 36.9   $ 344.6   $ 381.5  

____________
(1) Included in other current liabilities in the condensed consolidated balance sheets.
(2) Included in other long-term obligations in the condensed consolidated balance sheets.
(3) Included in litigation settlements and other contingencies, net in the condensed consolidated statements of operations.
Although the Company has not elected the fair value option for financial assets and liabilities other than the CCPS, any future transacted financial asset or liability will be evaluated for the fair value election.

12. Debt
For additional information, see Note 10 Debt in Viatris’ 2024 Form 10-K.
Receivables Facility
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. Amounts outstanding under the Receivables Facility 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 condensed consolidated balance sheets.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Long-Term Debt
A summary of long-term debt is as follows:
($ in millions) Interest Rate as of September 30, 2025 September 30,
2025 December 31,
2024
Current portion of long-term debt:

2026 Senior Notes **
3.950   % $ 1,673.9   $ —  
YEN Term Loan Facility Variable 270.4   —  
Other 0.9   0.6  
Deferred financing fees ( 0.9 ) —  
Current portion of long-term debt $ 1,944.3   $ 0.6  

Non-current portion of long-term debt:
2026 Senior Notes **
3.950   % $ —   $ 1,672.8  
2027 Euro Senior Notes ****
1.362   % 1,012.7   899.4  
2027 Senior Notes ***
2.300   % 760.0   764.2  
2028 Euro Senior Notes **
3.125   % 877.4   773.7  
2028 Senior Notes *
4.550   % 749.4   749.3  
2030 Senior Notes ***
2.700   % 1,490.8   1,497.0  
2032 Euro Senior Notes ****
1.908   % 1,550.6   1,376.2  
2040 Senior Notes ***
3.850   % 1,631.9   1,637.1  
2043 Senior Notes *
5.400   % 497.6   497.5  
2046 Senior Notes **
5.250   % 999.9   999.9  
2048 Senior Notes *
5.200   % 747.9   747.9  
2050 Senior Notes ***
4.000   % 2,188.0   2,191.6  
YEN Term Loan Facility Variable —   254.4  
Other 2.4   2.2  
Deferred financing fees ( 21.0 ) ( 24.3 )
Long-term debt $ 12,487.6   $ 14,038.9  

____________
*     Instrument was issued by Mylan Inc.
**     Instrument was originally issued by Mylan N.V.; now held by Utah Acquisition Sub Inc.
***      Instrument was issued by Viatris Inc.
****      Instrument was issued by Upjohn Finance B.V.

Fair Value
At September 30, 2025 and December 31, 2024, the aggregate fair value of the Company’s outstanding notes was approximately $ 11.98 billion and $ 11.53 billion, respectively. The fair values of the outstanding notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy.
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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Mandatory minimum repayments remaining on the notional amount of outstanding long-term debt at September 30, 2025 were as follows for each of the periods ending December 31:

(In millions) Total
2025 $ —  
2026 1,945  
2027 1,747  
2028 1,630  
2029 —  
Thereafter 8,667  
Total $ 13,989  

13. Comprehensive Loss
Accumulated other comprehensive loss, as reflected in the condensed consolidated balance sheets, is comprised of the following:

(In millions) September 30,
2025 December 31,
2024
Accumulated other comprehensive loss:
Net unrealized loss on available-for-sale fixed income securities, net of tax
$ ( 0.4 ) $ ( 1.2 )
Net unrecognized gain and prior service cost related to defined benefit plans, net of tax 250.4   254.2  
Net unrecognized loss on derivatives in cash flow hedging relationships, net of tax
( 4.2 ) 32.3  
Net unrecognized gain on derivatives in net investment hedging relationships, net of tax 100.0   492.6  
Foreign currency translation adjustment ( 3,059.0 ) ( 3,990.8 )
$ ( 2,713.2 ) $ ( 3,212.9 )

Components of accumulated other comprehensive loss, before tax, consist of the following, for the three and nine months ended September 30, 2025 and 2024:
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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Three Months Ended September 30, 2025
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-for-Sale Fixed Income Securities
Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at June 30, 2025, net of tax $ ( 12.8 ) $ 80.2   $ ( 0.6 ) $ 253.8   $ ( 2,985.0 ) $ ( 2,664.4 )
Other comprehensive (loss) earnings before reclassifications, before tax
8.2   25.3   0.3   ( 1.0 ) ( 74.0 ) ( 41.2 )
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales 2.1   2.1   2.1  
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 1.2   1.2   1.2  

Amortization of actuarial gain included in SG&A ( 2.9 ) ( 2.9 )
Net other comprehensive (loss) earnings, before tax
11.5   25.3   0.3   ( 3.9 ) ( 74.0 ) ( 40.8 )
Income tax (benefit) provision
2.9   5.5   0.1   ( 0.5 ) —   8.0  

Balance at September 30, 2025, net of tax $ ( 4.2 ) $ 100.0   $ ( 0.4 ) $ 250.4   $ ( 3,059.0 ) $ ( 2,713.2 )

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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Nine Months Ended September 30, 2025
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-for-Sale Fixed Income Securities
Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at December 31, 2024, net of tax $ 32.3   $ 492.6   $ ( 1.2 ) $ 254.2   $ ( 3,990.8 ) $ ( 3,212.9 )
Other comprehensive (loss) earnings before reclassifications, before tax
( 40.1 ) ( 503.6 ) 1.1   5.1   931.8   394.3  
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 8.5 ) ( 8.5 ) ( 8.5 )
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 3.6   3.6   3.6  

Amortization of actuarial gain included in SG&A ( 8.7 ) ( 8.7 )
Net other comprehensive (loss) earnings, before tax ( 45.0 ) ( 503.6 ) 1.1   ( 3.6 ) 931.8   380.7  
Income tax (benefit) provision
( 8.5 ) ( 111.0 ) 0.3   0.2   —   ( 119.0 )

Balance at September 30, 2025, net of tax $ ( 4.2 ) $ 100.0   $ ( 0.4 ) $ 250.4   $ ( 3,059.0 ) $ ( 2,713.2 )

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VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Three Months Ended September 30, 2024
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-for-Sale Fixed Income Securities
Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at June 30, 2024, net of tax $ 20.2   $ 423.2   $ ( 1.4 ) $ 261.7   $ ( 3,678.9 ) $ ( 2,975.2 )
Other comprehensive earnings (loss) before reclassifications, before tax ( 37.1 ) ( 248.0 ) 1.1   5.2   510.0   231.2  
Amounts reclassified from accumulated other comprehensive earnings (loss), before tax:

Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 5.9 ) ( 5.9 ) ( 5.9 )
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 1.6   1.6   1.6  
Loss on interest rate swaps classified as cash flow hedges, included in other income, net 3.4 3.4 3.4  
Amortization of prior service costs included in SG&A 0.5   0.5  

Amortization of actuarial gain included in SG&A ( 4.3 ) ( 4.3 )
Net other comprehensive earnings (loss), before tax ( 38.0 ) ( 248.0 ) 1.1   1.4   510.0   226.5  
Income tax provision (benefit) ( 9.7 ) ( 53.6 ) 0.3   0.6   —   ( 62.4 )

Balance at September 30, 2024, net of tax $ ( 8.1 ) $ 228.8   $ ( 0.6 ) $ 262.5   $ ( 3,168.9 ) $ ( 2,686.3 )

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Nine Months Ended September 30, 2024
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-for-Sale Fixed Income Securities
Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at December 31, 2023, net of tax $ ( 8.0 ) $ 237.1   $ ( 1.2 ) $ 271.4   $ ( 3,246.7 ) $ ( 2,747.4 )
Other comprehensive earnings (loss) before reclassifications, before tax 13.7   ( 10.5 ) 0.8   0.8   77.8   82.6  
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:

Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 22.5 ) ( 22.5 ) ( 22.5 )
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.8   4.8   4.8  
Loss on interest rate swaps classified as cash flow hedges, included in other income, net 3.4 3.4 3.4  
Amortization of prior service costs included in SG&A 1.6   1.6  

Amortization of actuarial gain included in SG&A ( 12.8 ) ( 12.8 )
Net other comprehensive earnings (loss), before tax ( 0.6 ) ( 10.5 ) 0.8   ( 10.4 ) 77.8   57.1  
Income tax provision (benefit) ( 0.5 ) ( 2.2 ) 0.2   ( 1.5 ) —   ( 4.0 )

Balance at September 30, 2024, net of tax $ ( 8.1 ) $ 228.8   $ ( 0.6 ) $ 262.5   $ ( 3,168.9 ) $ ( 2,686.3 )

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

14. Segment Information
Viatris has four reportable segments: Developed Markets, Greater China, JANZ, and Emerging Markets. The Company reports segment information on the basis of markets and geography, which reflects its focus on bringing its large and diversified portfolio of branded and generic products, including complex products, to people in markets everywhere. Our Developed Markets segment comprises our operations primarily in North America and Europe. Our Greater China segment includes our operations in mainland China, Taiwan and Hong Kong. Our JANZ segment consists of our operations in Japan, Australia and New Zealand. Our Emerging Markets segment encompasses our presence in more than 125 countries with developing markets and emerging economies including in Asia, Africa, Eastern Europe, Latin America and the Middle East as well as the Company’s ARV franchise.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who evaluates the performance of its segments and allocates resources based on total revenues and our measure of segment profit or loss, segment profitability. These financial metrics are used to review operating trends, perform comparisons between periods, and monitor budget and forecast-to-actual variances on a regular basis. Net sales of our business segments exclude intersegment sales as these activities are not regularly reviewed by the CODM and are eliminated in consolidation.
Certain costs and gains are not included in the measurement of segment profitability, or in segment cost of sales, and segment SG&A, as management excludes these costs in assessing segment financial performance. Such costs and gains include:
◦ Intangible asset amortization expense;
◦ Asset impairments (including of goodwill, intangible assets (including IPR&D), and long-lived assets);
◦ R&D and Acquired IPR&D expense;
◦ Net charges or net gains for litigation settlements and other contingencies;
◦ Certain costs related to transactions and events such as: (i) purchase accounting adjustments, where we incur expenses associated with the amortization of fair value adjustments to inventory and property, plant and equipment; (ii) share-based compensation expense; (iii) acquisition-related costs, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company; and (iv) other significant items, which are substantive and/or unusual, and in some cases recurring, items (such as restructuring, including costs associated with facilities to be closed or divested, employee separation costs, impairment charges, accelerated depreciation, incremental manufacturing variances, equipment relocation costs, decommissioning and other restructuring related costs, 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;
◦ Corporate and other unallocated costs associated with global functions (such as IT, facilities, legal, finance, human resources, insurance, public affairs, compliance, and procurement), patient advocacy activities and certain compensation and other corporate costs (such as certain expenses associated with our manufacturing, including manufacturing variances associated with production) and operations that are not directly assessed to an operating segment as business unit (segment) management does not manage these costs;
◦ Other Expense (Income), Net (including interest and dividend income, gains and losses from investments, business divestitures, and foreign exchange); and
◦ Interest expense.
The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the CODM.
The accounting policies of the segments are the same as those described in Note 2 Summary of Significant Accounting Policies included in the 2024 Form 10-K.
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Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.

Three Months Ended September 30, 2025
(In millions)
Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments
Net sales
$ 2,255.6   $ 615.2   $ 306.3   $ 570.4   $ 3,747.5  
Other revenues
10.0   —   1.0   1.4   12.4  
Total revenues
$ 2,265.6   $ 615.2   $ 307.3   $ 571.8   $ 3,759.9  
Less:

Cost of sales
1,092.5   65.4   199.2   264.6   1,621.7  
Selling, general and administration
229.0   133.0   37.9   73.6   473.5  
Segment profit
$ 944.1   $ 416.8   $ 70.2   $ 233.6   $ 1,664.7  

Reconciliation of segment profit:

Intangible asset amortization expense
( 593.4 )

Research and development
( 250.4 )

Litigation settlements & other contingencies, net
( 55.7 )
Transaction related and other special items
( 205.6 )
Corporate and other unallocated
( 380.8 )
Earnings from operations
$ 178.8  

Nine Months Ended September 30, 2025
(In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments
Net sales
$ 6,266.6   $ 1,759.6   $ 888.1   $ 1,645.4   $ 10,559.7  
Other revenues
27.2   —   3.0   6.4   36.6  
Total revenues
$ 6,293.8   $ 1,759.6   $ 891.1   $ 1,651.8   $ 10,596.3  
Less:

Cost of sales
3,023.3   188.7   557.4   717.8   4,487.2  
Selling, general and administration
712.8   367.6   117.6   226.3   1,424.3  
Segment profit $ 2,557.7   $ 1,203.3   $ 216.1   $ 707.7   $ 4,684.8  

Reconciliation of segment profit:

Intangible asset amortization expense
( 1,747.9 )
Intangible asset (including IPR&D) disposal & impairment charges
( 2.2 )
Impairment of goodwill
( 2,936.8 )
Research and development
( 691.2 )
Acquired IPR&D
( 10.0 )
Litigation settlements & other contingencies, net
65.4  
Transaction related and other special items
( 674.9 )
Corporate and other unallocated
( 1,157.6 )
Loss from operations
$ ( 2,470.4 )

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Three Months Ended September 30, 2024
(In millions)
Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments
Net sales
$ 2,298.7   $ 561.8   $ 344.3   $ 533.2   $ 3,738.0  
Other revenues
9.5   0.4   1.2   2.1   13.2  
Total revenues
$ 2,308.2   $ 562.2   $ 345.5   $ 535.3   $ 3,751.2  
Less:

Cost of sales
1,018.0   65.3   202.5   249.0   1,534.8  
Selling, general and administration
248.1   134.7   40.1   78.1   501.0  
Segment profit
$ 1,042.1   $ 362.2   $ 102.9   $ 208.2   $ 1,715.4  

Reconciliation of segment profit:

Intangible asset amortization expense
( 574.7 )

Research and development
( 198.4 )

Litigation settlements & other contingencies, net
( 31.5 )
Transaction related and other special items
( 303.6 )
Corporate and other unallocated
( 381.3 )
Earnings from operations $ 225.9  

Nine Months Ended September 30, 2024
(In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments
Net sales
$ 6,783.3   $ 1,644.7   $ 1,011.7   $ 1,737.7   $ 11,177.4  
Other revenues
22.6   0.8   1.7   8.7   33.8  
Total revenues
$ 6,805.9   $ 1,645.5   $ 1,013.4   $ 1,746.4   $ 11,211.2  
Less:

Cost of sales
3,019.5   185.7   599.2   785.9   4,590.3  
Selling, general and administration
823.3   381.9   122.7   240.1   1,568.0  
Segment profit $ 2,963.1   $ 1,077.9   $ 291.5   $ 720.4   $ 5,052.9  

Reconciliation of segment profit:

Intangible asset amortization expense
( 1,772.9 )
Intangible asset (including IPR&D) disposal & impairment charges
( 102.0 )
Impairment of goodwill
( 321.0 )
Research and development
( 602.2 )
Acquired IPR&D
1.7  
Litigation settlements & other contingencies, net
( 239.3 )
Transaction related and other special items
( 702.3 )
Corporate and other unallocated
( 1,125.0 )
Loss from operations
$ 189.9  

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15. Licensing and Other Partner Agreements
We periodically enter into licensing and other partner agreements with other pharmaceutical companies for the development, manufacture, marketing and/or sale of pharmaceutical products. Our significant licensing and other partner agreements are primarily focused on the development, manufacturing, supply and commercialization of multiple complex products. Under these agreements, we have future potential milestone payments and co-development expenses payable to third parties as part of our licensing, development and co-development programs. Payments under these agreements generally become due and are payable upon the satisfaction or achievement of certain developmental, regulatory or commercial milestones or as development expenses are incurred on defined projects. Milestone payment obligations are uncertain, including the prediction of timing and the occurrence of events triggering a future obligation and are not reflected as liabilities in the condensed consolidated balance sheets, except for obligations reflected as acquisition related contingent consideration, including those related to the Idorsia Transaction. Refer to Note 11 Financial Instruments and Risk Management for further discussion of contingent consideration.
Our potential maximum development milestones not accrued for at September 30, 2025 totaled approximately $ 398 million . This amount does not include milestones related to the acquisition of Aculys Pharma in October 2025. Refer to Note 4 Acquisitions and Other Transactions . We estimate that the amounts that may be paid through the end of 2025 to be approximately $ 2 million. These agreements may also include potential sales-based milestones and call for us to pay a percentage of amounts earned from the sale of the product as a royalty or a profit share. The amounts disclosed do not include sales-based milestones or royalty or profit share obligations on future sales of product as the timing and amount of future sales levels and costs to produce products subject to these obligations is not reasonably estimable. These sales-based milestones or royalty or profit share obligations may be significant depending upon the level of commercial sales for each product.
Mapi
In 2018, the Company entered into an exclusive license and commercialization agreement with Mapi for the development and commercialization on a world-wide basis of GA Depot. Under the terms of the license and commercialization agreement, as of September 30, 2025, Mapi is eligible to receive regulatory approval and commercial launch milestone payments of up to $ 90.0  million. Additionally, upon commercial launch of GA Depot, Mapi is eligible to receive potential contingent payments, such as tiered royalties and tiered sales-based milestones.
During the first quarter of 2024, the Company was informed that Mapi received a Complete Response Letter (“CRL”) regarding the NDA for GA Depot 40 mg from the FDA. In December 2024, the companies met with the FDA and reviewed the content of the CRL. As a result of the meeting, Viatris and Mapi are discussing and determining the appropriate next steps for the program. In the fourth quarter of 2024, 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 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.

In December 2023, the Company entered into a letter agreement, as amended, with Mapi for the development and commercialization of certain additional products, which is subject to finalization pending the execution of a definitive agreement. The Company made an initial upfront payment of $ 75.0  million which was accounted for as Acquired IPR&D expense in the consolidated statements of operations during 2023.

There have been no other significant changes to our licensing and other partner agreements as disclosed in our 2024 Form 10-K.

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16. Income Taxes
Legislative Updates
On July 4, 2025, the U.S. 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. The OBBBA did not have a significant impact on the Company’s provision for income taxes and deferred tax assets for the three and nine months ended September 30, 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 into law, which includes a new corporate alternative minimum tax (“CAMT”) and an excise tax of 1% on the fair market value of net stock repurchases. Both provisions are effective for years after December 31, 2022. The Company reflected the applicable estimated excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability in Other current liabilities in its condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. The share repurchase and authorization amounts otherwise disclosed in this Form 10-Q exclude the excise tax. The Company does not anticipate being subject to the 15% CAMT tax in 2025 based on enacted law and regulatory guidance; however, its CAMT status could change in the future, depending on new regulations or regulatory guidance issued by the U.S. 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 Global Anti-Base Erosion Rules (“Pillar Two Rules”) proposed by the Organisation for Economic Co-operation and Development. The Pillar Two Rules impose a global minimum tax of 15%, and under these rules, the Company may be required to pay a “top-up” tax to the extent our effective tax rate in any given country is below 15%. Several countries have enacted the Pillar Two Rules effective January 1, 2024, with many countries postponing implementation to January 1, 2025 or later, if at all. After determining which jurisdictions are not required to calculate a Pillar Two liability as a result of the existing safe harbors, the Company has determined that, 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 three and nine months ended September 30, 2025. 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 recently announced understanding between the U.S. and the Group of Seven of a side-by-side system that would fully exclude U.S. parented groups from certain provisions of the Pillar Two Rules.

Tax Examinations
The Company is subject to income taxes and tax audits in many jurisdictions. A certain degree of estimation is thus required in recording the assets and liabilities related to income taxes. Tax audits and examinations can involve complex issues, interpretations, and judgments and the resolution of matters that may span multiple years, particularly if subject to litigation or negotiation.
Although the Company believes that adequate provisions have been made for these uncertain tax positions, the Company’s assessment of uncertain tax positions, including those arising from legal entity restructuring transactions in connection with the Combination, is based on estimates and assumptions that the Company believes are reasonable but the estimates for unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variations from such estimates could materially affect the Company’s financial condition, results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire.
The Company is subject to ongoing IRS examinations. The years 2020 through 2023 are open years, with 2020 and 2021 under examination.
Several international audits are currently in progress. In some cases, the tax auditors have proposed adjustments or issued assessments to our tax positions, including with respect to intercompany transactions, and we are in ongoing discussions with some of the auditors regarding the validity of their tax positions.
In instances where assessments have been issued, we disagree with these assessments and believe they are without merit and incorrect as a matter of law. As a result, we anticipate that certain of these matters may become the subject of litigation before tax courts where we intend to vigorously defend our position.
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In France, the tax authorities have issued notices of assessments to the Company for the years ended December 2013 to December 2015 concerning our tax position with respect to whether income earned by a Company entity not domiciled in France should be subject to French tax. We have commenced litigation before the French tax courts where the tax authorities will seek unpaid taxes, penalties, and interest. A decision is pending.
In India, the tax authorities have issued notices of assessments to the Company seeking unpaid taxes and interest for the financial years covering 2013 to 2018 concerning our tax position with respect to certain corporate tax deductions and certain intercompany transactions. Some of these issues were resolved through the Company entering into an agreement with the tax authorities in March 2023 in respect of the pricing of its international transactions. The Company recorded tax expense of approximately $ 22.3  million during the year ended December 31, 2023 due to the terms of this agreement. The remaining issues are in the audit phase or are being challenged in the Indian tax courts.

In 2020, the Swedish Tax Authorities (“STA”) asserted an underpayment of tax against Meda A.B. for the tax years 2014 to 2019. The claim was that profits earned by its Luxembourg subsidiary should have been attributed to Meda A.B. The Company appealed the STA’s assessment to the Administrative Court of Stockholm. On September 16, 2022, the Court ruled in favor of Meda A.B. that no tax was due. The STA appealed that decision. On April 10, 2024, the Administrative Court of Appeals overturned the lower Court’s ruling and issued a decision in favor of the STA upholding its original assessment. The amount due including interest and penalties is approximately $ 18.2  million, which was paid during the second quarter of 2024. The Company’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 $ 270.4  million and $ 277.0  million, including interest and penalties, in connection with its international audits at September 30, 2025 and December 31, 2024, respectively. In connection with our international tax audits, it is possible that we will incur material losses above the amounts reserved.
The Company’s major U.S. state taxing jurisdictions remain open from fiscal year 2015 through 2024, with several state audits currently in progress. The Company’s major international taxing jurisdictions remain open from 2013 through 2024.    
Accounting for Uncertainty in Income Taxes
The impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority must be recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained.

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17. Litigation
The Company is involved in various disputes, governmental and/or regulatory inquiries, investigations and proceedings, and litigation matters, both in the U.S. and abroad, that arise from time to time, some of which could result in losses, including damages, fines and/or civil penalties, and/or criminal charges against the Company. These matters are often complex and have outcomes that are difficult to predict.
In addition, in connection with the Combination, the Company has generally assumed liability for, and control of, pending and threatened legal matters relating to the Upjohn Business – including certain matters initiated against Pfizer described below – and has agreed to indemnify Pfizer for liabilities arising out of such assumed legal matters. Pfizer, however, has agreed to retain various matters – including certain specified competition law matters – to the extent they arise from conduct during the pre-Distribution period and has agreed to indemnify the Company for liabilities arising out of such matters.
While the Company believes that it has meritorious defenses with respect to the claims asserted against it and the assumed legal matters referenced above, and intends to vigorously defend its position, the process of resolving these matters is inherently uncertain and may develop over a long period of time, and so it is not possible to predict the ultimate resolution of any such matter. It is possible that an unfavorable resolution of any of the ongoing matters could have a material effect on the Company’s business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price.
Some of these governmental inquiries, investigations, proceedings and litigation matters with which the Company is involved are described below, and unless otherwise disclosed, the Company is unable to predict the outcome of the matter or to provide an estimate of the range of reasonably possible material losses. The Company records accruals for loss contingencies to the extent we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is also involved in other pending proceedings for which, in the opinion of the Company based upon facts and circumstances known at the time, either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to the Company’s business, financial position, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price. If and when any reasonably possible losses associated with the resolution of such other pending proceedings, in the opinion of the Company, become material, the Company will disclose such matters.
Legal costs are recorded as incurred and are classified in SG&A in the Company’s condensed consolidated statements of operations.
EpiPen® Auto-Injector Litigation
On February 14, 2020, the Company, together with other non-Viatris affiliated companies, were named as defendants in a putative direct purchaser class action filed in the U.S. District Court for the District of Kansas relating to the pricing and/or marketing of the EpiPen® Auto-Injector. On September 21, 2021, Plaintiffs filed an amended complaint asserting federal antitrust claims which 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. 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. The settlement was approved by the court and contains an express provision disclaiming and denying any wrongdoing by the Company. 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. District Court for the District of Minnesota relating to contracts with certain pharmacy benefit managers concerning EpiPen® Auto-Injector. The plaintiffs claim that the alleged conduct resulted in the exclusion or restriction of competing products and the elimination of pricing constraints in violation of RICO and federal antitrust law. Class certification was denied. The case is proceeding with Rochester Drug Company, Dakota Drug, and Morris & Dickson Company as plaintiffs and they seek monetary damages, attorneys’ fees and costs. The Company has resolved this matter and the case has been dismissed.
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In January 2025, the State of Indiana filed a complaint in Superior Court in Marion County, Indiana against the Company and other non-Viatris affiliated companies alleging harm under Indiana state laws, including antitrust and consumer protection laws, and unjust enrichment claims. Indiana generally seeks monetary damages, restitution, disgorgement, civil penalties, injunctive relief, and attorneys’ fees and costs. The Company has reached a settlement-in-principle with the State of Indiana to resolve this matter.
In June 2024, the Company received a civil subpoena from the Attorney General of the State of Mississippi seeking information relating to the sales and/or marketing of EpiPen® Auto-Injector. The Company is fully cooperating with this request and is in advanced discussions or has reached settlements-in-principle with certain other State Attorneys General regarding related issues.

The issues covered in the Indiana complaint, Mississippi subpoena, and discussions or settlements-in-principle 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, which are now also resolved.