Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2024

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)

Delaware83-4364296
(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)(Zip Code)

(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 shareVTRSThe NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $12,661,582,065.

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of February 21, 2025 was 1,193,688,749.

INCORPORATED BY REFERENCE

DocumentPart of Form 10-K into Which Document is Incorporated
An amendment to this Form 10-K will be filed no later than 120 days after the close of registrant’s fiscal year.III

VIATRIS INC.

INDEX TO FORM 10-K

For the Year Ended December 31, 2024

Page
PART I
ITEM 1.Business6
ITEM 1A.Risk Factors21
ITEM 1B.Unresolved Staff Comments49
ITEM 1C.Cybersecurity50
ITEM 2.Properties51
ITEM 3.Legal Proceedings51
ITEM 4.Mine Safety Disclosures51
PART II
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52
ITEM 6.[Reserved]53
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk76
ITEM 8.Financial Statements and Supplementary Data77
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure149
ITEM 9A.Controls and Procedures149
ITEM 9B.Other Information149
ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections149
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance150
ITEM 11.Executive Compensation150
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters150
ITEM 13.Certain Relationships and Related Transactions, and Director Independence150
ITEM 14.Principal Accounting Fees and Services151
PART IV
ITEM 15.Exhibits and Consolidated Financial Statement Schedules152
Signatures160

Glossary of Defined Terms

Unless the context requires otherwise, references to “Viatris,” “the Company,” “we,” “us” or “our” in this 2024 Form 10-K (defined below) refer to Viatris Inc. and its subsidiaries. We also have used several other terms in this 2024 Form 10-K, most of which are explained or defined below. Some amounts in this Form 10-K may not add due to rounding.

2003 LTIPMylan N.V. Amended and Restated 2003 Long-Term Incentive Plan
2020 Incentive PlanViatris Inc. 2020 Stock Incentive Plan
2021 Revolving FacilityThe $4.0 billion revolving facility dated as of July 1, 2021, by and among Viatris, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent and which was amended and restated in September 2024
2024 Revolving FacilityThe $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
505(b)(2)A streamlined NDA process in which the applicant relies upon one or more investigations conducted by someone other than the applicant and for which the applicant has not obtained right of reference.
ACAPatient Protection and Affordable Care Act, as amended by the Health Care and Education and Reconciliation Act
Adjusted EBITDANon-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 divestiture-related and other special items
Adjusted EPSAdjusted net earnings per diluted share
AIArtificial intelligence
ANDAAbbreviated New Drug Application
AOCEAccumulated other comprehensive earnings
APIActive pharmaceutical ingredients
ARVAntiretroviral medicines
ASCAccounting Standards Codification
ASUAccounting Standards Update
BioconBiocon Limited
Biocon BiologicsBiocon Biologics Limited, a majority owned subsidiary of Biocon
Biocon Biologics TransactionThe 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
Biocon AgreementThe transaction agreement between Viatris and Biocon Biologics, dated February 27, 2022, relating to the Biocon Biologics Transaction, as amended from time to time
Business Combination AgreementBusiness Combination Agreement, dated as of July 29, 2019, as amended from time to time, among Viatris, Mylan, Pfizer and certain of their affiliates
CAMTU.S. corporate alternative minimum tax
CCPSCompulsory convertible preferred shares
cGMPCurrent Good Manufacturing Practices
CIRPCybersecurity Incident Response Plan
CIRTCybersecurity Incident Response Team
CodeThe U.S. Internal Revenue Code of 1986, as amended
CODMChief operating decision maker
CombinationRefers to Mylan combining with Pfizer's Upjohn Business in a Reverse Morris Trust transaction to form Viatris on November 16, 2020
Commercial Paper ProgramThe $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
COPDChronic obstructive pulmonary disease
COSOCommittee of Sponsoring Organizations of the Treadway Commission
DEAU.S. Drug Enforcement Agency
Developed Markets segmentViatris’ business segment that includes our operations primarily in the following markets: North America and Europe
DGCLDelaware General Corporation Law
DistributionPfizer's distribution to Pfizer stockholders of all the issued and outstanding shares of Upjohn Inc.
DOJU.S. Department of Justice
EBITDANon-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
EDPAU.S. District Court for the Eastern District of Pennsylvania
EMAEuropean Medicines Agency
Emerging Markets segmentViatris’ 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
EPD BusinessAbbott Laboratories’ non-U.S. developed markets specialty and branded generics business, prior to its acquisition by Mylan in February 2015
EPSEarnings per share
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
Famy Life SciencesFamy Life Sciences Private Limited
FASBFinancial Accounting Standards Board
FDAU.S. Food and Drug Administration
Form 10-KThis annual report on Form 10-K for the fiscal year ended December 31, 2024
GA DepotLong-acting glatiramer acetate depot product
GDPRThe EU’s General Data Protection Regulation
Global Systemically Important BanksFinancial institutions that are considered systemically important by the Financial Stability Board
Greater China segmentViatris’ business segment that includes our operations primarily in the following markets: mainland China, Taiwan and Hong Kong
Hatch-Waxman ActDrug Price Competition and Patent Term Restoration Act of 1984
HIPAAHealth Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act
HIV/AIDSHuman immunodeficiency virus infection and acquired immune deficiency syndrome
IdorsiaIdorsia Pharmaceuticals Ltd.
Idorsia TransactionThe 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
INNInternational Nonproprietary Name
IPR&DIn-process research and development
IRSU.S. Internal Revenue Service
ITInformation technology
JANZ segmentViatris’ business segment that includes our operations in the following markets: Japan, Australia and New Zealand
Lexicon Pharmaceuticals, Inc.Lexicon
LIBORLondon Interbank Offered Rate
LOELoss of exclusivity
MapiMapi Pharma Ltd.
Maximum Leverage RatioThe 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
MDLMultidistrict litigation
MPIMylan Pharmaceuticals Inc.
MylanMylan N.V. and its subsidiaries
Mylan Inc. U.S. Dollar NotesThe 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.
NASDAQThe NASDAQ Stock Market
NCDsNoncommunicable diseases
NDANew drug application
OECDThe Organisation for Economic Co-operation and Development
OTCOver-the-counter
OTC BusinessViatris’ 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 TransactionOn 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 PointOyster Point Pharma, Inc.
PBMsPharmacy benefit managers
PCAOBPublic Company Accounting Oversight Board
PfizerPfizer Inc.
Profit Sharing 401(k) Plan401(k) retirement plan with a profit sharing component for non-union represented employees
PSUsPerformance awards
QCEQuality consistency evaluation
R&DResearch and development
Receivables FacilityThe $400 million accounts receivable facility entered into in August 2020 and expiring in April 2025
Registered Upjohn NotesThe 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 PlatformPfizer’s proprietary dry powder inhaler delivery platform
Restricted Stock AwardsThe Company’s nonvested restricted stock and restricted stock unit awards, including PSUs
RevanceRevance Therapeutics, Inc.
RICORacketeer Influenced and Corrupt Organizations Act
ROU assetRight-of-use asset
SARsStock appreciation rights
SDNYU.S. District Court for the Southern District of New York
SECU.S. Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
Senior U.S. Dollar NotesThe Upjohn U.S. Dollar Notes, the Utah U.S. Dollar Notes and the Mylan Inc. U.S. Dollar Notes, collectively
SeparationPfizer's transfer to Upjohn of substantially all the assets and liabilities comprising the Upjohn Business
Separation and Distribution AgreementSeparation and Distribution Agreement between Viatris and Pfizer, dated as of July 29, 2019, as amended from time to time
SG&ASelling, general and administrative expenses
stock awardsStock options and SARs
Tax Matters AgreementThe agreement entered into by Pfizer and Viatris in connection with the Separation and the Distribution that governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution or certain related transactions to qualify as tax-free transactions
TevaTeva Pharmaceutical Industries Ltd.
Theravance BiopharmaTheravance Biopharma, Inc.
TSATransition services agreements, including related distribution services
U.K.United Kingdom
U.S.United States
U.S. GAAPAccounting principles generally accepted in the U.S.
Unregistered Upjohn U.S. Dollar NotesThe 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.
UpjohnUpjohn Inc., a wholly owned subsidiary of Pfizer prior to the Distribution, that combined with Mylan and was renamed Viatris Inc.
Upjohn BusinessPfizer’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 MarketsSelect 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 Euro NotesSenior unsecured notes denominated in euros and issued by Upjohn Finance B.V. pursuant to an indenture dated June 23, 2020
Upjohn U.S. Dollar NotesSenior 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.
URPUniversal reimbursement pricing
Utah Acquisition SubUtah Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Viatris
Utah Euro NotesThe 3.125% Senior Notes due 2028 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.
Utah U.S. Dollar NotesThe 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.
VADepartment of Veterans Affairs
VBPVolume-based procurement
ViatrisViatris Inc., formerly known as Upjohn Inc. prior to the completion of the Combination
Viatris BoardThe board of directors of Viatris Inc.
Viatris BylawsThe amended and restated bylaws of Viatris Inc.
Viatris CharterAmended and restated certificate of incorporation of Viatris Inc., as amended
WHOWorld Health Organization
YEN Term Loan FacilityThe ¥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

PART I

Next: Item 1. Business