Viatris VTRS
Viatris reports $3.75 billion revenue but $325.3 million net loss for Q3 2026
- Form
- 10-Q
- Filed
- Importance
- Major
- Accession
- 0001792044-26-000057
- Revenue: $3.75 billion for the three months ended Sep 30, 2026
- Net loss: $325.3 million for the three months ended Sep 30, 2026
- Diluted EPS: -$0.28 for the three months ended Sep 30, 2026
- Cash and equivalents: $1.79 billion at Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
18 changes since the June 2026 10-Q
Compared with the 10-Q 0001792044-26-000041, filed Aug 6, 2026.
We may not complete the proposed acquisition of Pacira within the timeframe we anticipate or at all and, if…
The completion of the acquisition of Pacira is subject to a number of conditions, including (i) that there have been validly tendered (and not validly withdrawn) prior to the expiration of the Pacira Offer a number of…
From the filings
Now
We may not complete the proposed acquisition of Pacira within the timeframe we anticipate or at all and, if completed, we may not realize the anticipated benefits, synergies and operating efficiencies of the proposed acquisition. The completion of the acquisition of Pacira is subject to a number of conditions, including (i) that there have been validly tendered (and not validly withdrawn) prior to the expiration of the Pacira Offer a number of Pacira Shares that, together with the number of Pacira Shares then owned by us, if any, would represent at least one Pacira Share more than 50% of the total number of Pacira Shares then issued and outstanding, (ii) the accuracy of the representations and warranties of Pacira contained in the Pacira Merger Agreement, subject to customary materiality thresholds and qualifications, (iii) Pacira's compliance with, or performance of, in all material respects, its covenants and agreements required to be complied with or performed by it under the Pacira Merger Agreement at or prior to the time of acceptance for payment of Pacira Shares validly tendered and not validly withdrawn, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable to the Pacira Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (v) the absence of any legal restraint that prohibits or makes illegal the consummation of the Pacira Offer or the Pacira Merger and (vi) other customary conditions set forth in the Pacira Merger Agreement. No assurance can be given that a sufficient number of Pacira Shares will be tendered or that the other required conditions to closing will be satisfied, or when such conditions may be satisfied. The failure to satisfy all of the required conditions could delay the completion of the acquisition for a significant period of time or prevent it from occurring at all. In addition, the Pacira workforce is expected to provide U.S. innovative commercial, market access…New legal mention
The 2033 Euro Senior Notes are senior unsecured obligations of Viatris Inc. The 2033 Euro Senior Notes are guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. (the…
From the filings
Now
The 2033 Euro Senior Notes are senior unsecured obligations of Viatris Inc. The 2033 Euro Senior Notes are guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. (the "Guarantors").New legal mention
The EDPA Court has selected additional cases to proceed as bellwethers, which consist of non-class cases filed by direct and indirect purchasers against the Company and other defendants.
From the filings
Now
The EDPA Court has selected additional cases to proceed as bellwethers, which consist of non-class cases filed by direct and indirect purchasers against the Company and other defendants.New legal mention
In a case filed by Humana, the Court had stayed the case prior to a trial scheduled to begin in September 2026.
From the filings
Now
In a case filed by Humana, the Court had stayed the case prior to a trial scheduled to begin in September 2026.New legal mention
The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys' fees and
From the filings
Now
The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys' fees andNew legal mention
With respect to the states' sole remaining claims on three individual drug products, the Court ordered these claims to proceed separately.
From the filings
Now
With respect to the states' sole remaining claims on three individual drug products, the Court ordered these claims to proceed separately.EPS down 180% from Jun 30
−$0.28, was −$0.10.
From the filings
Before
−$0.10Now
−$0.28Net income down 174% from Jun 30
−$325M, was −$119M.
From the filings
Before
−$119MNow
−$325MCash up 102% from Jun 30
$1.8B, was $887M.
From the filings
Before
$887MNow
$1.8BRevenue down 0.3% from Jun 30
$3.7B, was $3.7B.
From the filings
Before
$3.7BNow
$3.7B• the possibility that the Company may not complete the proposed acquisition of Pacira within the timeframe…
New paragraph in MD&A.
From the filings
Now
• the possibility that the Company may not complete the proposed acquisition of Pacira within the timeframe it anticipates or at all and, if completed, the possibility that the Company may not realize the anticipated benefits, synergies and operating efficiencies of the proposed acquisition;On October 8, 2026, the Company entered into the Pacira Merger Agreement with Pacira under which Viatris has…
New paragraph in MD&A.
From the filings
Now
On October 8, 2026, the Company entered into the Pacira Merger Agreement with Pacira under which Viatris has agreed to acquire all of the outstanding Pacira Shares for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion. Pacira brings two established, high-margin, patent-protected, in-market U.S. products – EXPAREL® (bupivacaine liposome injectable suspension) and ZILRETTA® (triamcinolone acetonide extended-release injectable suspension). Viatris plans to leverage its intellectual property expertise and proven ability to extend product lifecycles and sustain meaningful sales after the entry of competition to maximize the long-term value of the Pacira portfolio and expects to expand the products' reach across select markets within its global infrastructure.On October 30, 2026, the Company commenced the Pacira Offer to purchase all of the issued and outstanding…
New paragraph in MD&A.
From the filings
Now
On October 30, 2026, the Company commenced the Pacira Offer to purchase all of the issued and outstanding Pacira Shares for $36.50 per share in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the related Pacira Merger Agreement. The Pacira Offer and withdrawal rights will expire at one minute after 11:59 p.m., Eastern Time, on November 16, 2026, unless the Pacira Offer is extended or earlier terminated in accordance with the Pacira Merger Agreement. Following completion of the Pacira Offer, Viatris will acquire all remaining Pacira Shares not tendered in the Pacira Offer through the Pacira Merger for the same consideration. The Company expects to fund the transaction primarily from excess cash with the remainder from short-term borrowings.The transaction, which was unanimously approved by the boards of directors of both companies, is subject to…
New paragraph in MD&A.
From the filings
Now
The transaction, which was unanimously approved by the boards of directors of both companies, is subject to customary closing conditions, including the tender of a majority of the outstanding Pacira Shares and expiration of the applicable regulatory waiting period. The transaction is expected to close by the end of November 2026.In September 2026, the Company received notice from the FDA that the inspection classification of the…
New paragraph in MD&A.
From the filings
Now
In September 2026, the Company received notice from the FDA that the inspection classification of the facility was OAI, which could lead to enforcement actions, including a warning letter or import alert. In October 2026, out of an abundance of caution, the Company voluntarily suspended manufacturing at the facility to focus on remediation activities. The Company expects to resume production at the facility during the first quarter of 2027. The foregoing manufacturing suspension is expected to result in incremental costs associated with the Company's remediation activities, operational inefficiencies, reduced production volumes and delays in production during the affected period. The Company currently anticipates the negative impact of these supply disruptions to be approximately $100 million to total revenues in the fourth quarter of 2026. Also, due to timing of the expected ramp up needed to get the facility back to full production in 2027, the Company currently does not expect to recover the lower revenues from 2026 in 2027.The changes in cost of sales, gross profit and gross margins were primarily driven by reduced sales of lower…
Adds "cost of sales,"; drops "Gross profit for".
From the filings
Before
Gross profit for the three months ended June 30, 2026 was $1.46 billion and gross margins were 39%. For the three months ended June 30, 2025, gross profit was $1.33 billion and gross margins were 37%. The changes in gross profit and gross margins are primarily driven by product mix. Adjusted gross margins were approximately 57% for the three months ended June 30, 2026, compared to approximately 57% for the three months ended June 30, 2025.Now
The changes in cost of sales, gross profit and gross margins were primarily driven by reduced sales of lower margin products in Europe and Emerging Markets as a result of continued supply disruptions, and increased sales of higher margin products in Greater China and North America. Adjusted gross margins were approximately 58% for the three months ended September 30, 2026, compared to approximately 56% for the three months ended September 30, 2025.Interest expense for the three months ended September 30, 2026 totaled $112.4 million, compared to $119.6…
Adds "September"; drops "June".
From the filings
Before
Interest expense for the three months ended June 30, 2026 totaled $120.7 million, compared to $116.6 million for the three months ended June 30, 2025.Now
Interest expense for the three months ended September 30, 2026 totaled $112.4 million, compared to $119.6 million for the three months ended September 30, 2025, a decrease of $7.2 million. The decrease is primarily due to the impact of the repayment of the 3.950% Senior Notes due 2026 at maturity in June 2026, partially offset by interest on the 2033 Euro Senior Notes issued in June 2026.• cash proceeds from the CCPS settlement and the sale of the Biocon equity shares of $779.8 million; and
New paragraph in MD&A.
From the filings
Now
• cash proceeds from the CCPS settlement and the sale of the Biocon equity shares of $779.8 million; and
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
3 unchanged paragraphs
For the quarterly period ended June September 30, 2026
22 unchanged paragraphs
The number of shares of common stock outstanding, par value $ 0.01 $0.01 per share, of the registrant as of August 3, November 2, 2026 was 1,148,590,864 1,146,454,729 .
3 unchanged paragraphs
Financial statements 5 changes
Condensed Consolidated Statements of Operations — Three and Six Nine Months Ended June September 30, , 2026 and 2025
Condensed Consolidated Statements of Comprehensive (Loss) Earnings — Three and Si x Nine Months Ended June September 30, 2026 and 2025
Condensed Consolidated Balance Sheets — June September 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Equity — Three and Six Nine Months Ended June September 30, 2026 and 2025
Condensed Consolidated Statements of Cash Flows — Six Nine Months Ended June September 30, , 2026 and 2025
Exhibits 209 changes
29 unchanged paragraphs
ERP system Enterprise resource planning system
4 unchanged paragraphs
Form 10-Q This quarterly report on Form 10-Q for the quarterly period ended June September 30, 2026
16 unchanged paragraphs
OAI Official Action Indicated, an official FDA inspection classification indicating that regulatory and/or administrative actions are recommended
3 unchanged paragraphs
Pacira BioSciences, Inc. Pacira
Pacira Merger The second-step merger pursuant to which the Company will acquire all remaining Pacira Shares not tendered in the Pacira Offer for $36.50 per share in cash
Pacira Merger Agreement The definitive agreement between the Company and Pacira under which the Company has agreed to acquire all of the outstanding Pacira Shares
Pacira Offer The Company's tender offer to acquire all of the outstanding Pacira Shares for $36.50 per share in cash
Pacira Shares The shares of common stock of Pacira
7 unchanged paragraphs
RICO Racketeer Influenced and Corrupt Organizations Act
6 unchanged paragraphs
Teva Teva Pharmaceutical Industries Ltd.
15 unchanged paragraphs
Net sales $ 3,745.9 $ 3,569.0 $ 7,255.6 $ 6,812.2
Other revenues 10.9 13.1 18.2 24.2
Total revenues 3,756.8 3,582.1 7,273.8 6,836.4
Cost of sales 2,300.3 2,249.2 4,660.1 4,342.3
Gross profit 1,456.5 1,332.9 2,613.7 2,494.1
Research and development 248.3 218.8 496.9 440.8
Selling, general and administrative 1,134.5 928.7 2,063.3 1,876.8
Three Months Ended Six Nine Months Ended
September 30, September 30,
Net sales $ 3,734.7 $ 3,747.5 $ 10,990.3 $ 10,559.7
Other revenues 14.8 12.4 33.0 36.6
Total revenues 3,749.5 3,759.9 11,023.3 10,596.3
Cost of sales 2,311.5 2,388.4 6,971.6 6,730.7
Gross profit 1,438.0 1,371.5 4,051.7 3,865.6
Research and development 231.7 250.4 728.6 691.2
Acquired IPR&D ( 5.8 ) 5.0 — 0.2 5.2 10.0
Selling, general and administrative 950.8 886.6 3,014.1 2,763.4
1 unchanged paragraph
Litigation settlements and other contingencies, net 73.2 ( 47.6 ) 126.7 ( 121.1 )
Total operating expenses 1,450.2 1,099.9 2,687.1 5,143.3
Earnings (loss) from operations 6.3 233.0 ( 73.4 ) ( 2,649.2 )
Interest expense 120.7 116.6 240.8 232.1
Other (income) expense, net ( 50.4 ) 333.5 ( 2.9 ) 432.8
Loss before income taxes
Income tax provision (benefit) 54.8 ( 212.5 ) ( 368.9 ) ( 267.5 )
Net (loss) earnings $ ( 118.8 ) $ ( 4.6 ) $ 57.6 $ ( 3,046.6 )
Basic $ ( 0.10 ) $ — $ 0.05 $ ( 2.58 )
Diluted $ ( 0.10 ) $ — $ 0.05 $ ( 2.58 )
Litigation settlements and other contingencies, net ( 11.0 ) 55.7 115.7 ( 65.4 )
Total operating expenses 1,176.5 1,192.7 3,863.6 6,336.0
Earnings (loss) from operations 261.5 178.8 188.1 ( 2,470.4 )
Interest expense 112.4 119.6 353.2 351.7
Other expense, net 21.2 67.1 18.3 499.9
Earnings (loss) before income taxes 127.9 ( 7.9 ) ( 183.4 ) ( 3,322.0 )
Income tax provision (benefit) 453.2 120.3 84.3 ( 147.2 )
Net loss $ ( 325.3 ) $ ( 128.2 ) $ ( 267.7 ) $ ( 3,174.8 )
Loss earnings per share attributable to Viatris Inc. shareholders
Basic $ ( 0.28 ) $ ( 0.11 ) $ ( 0.23 ) $ ( 2.70 )
Diluted $ ( 0.28 ) $ ( 0.11 ) $ ( 0.23 ) $ ( 2.70 )
1 unchanged paragraph
Basic 1,163.3 1,173.0 1,159.4 1,182.7
Diluted 1,163.3 1,173.0 1,173.8 1,182.7
Basic 1,148.6 1,164.6 1,155.8 1,176.7
Diluted 1,148.6 1,164.6 1,155.8 1,176.7
2 unchanged paragraphs
Net (loss) earnings $ ( 118.8 ) $ ( 4.6 ) $ 57.6 $ ( 3,046.6 )
Foreign currency translation adjustment ( 61.0 ) 507.0 ( 194.6 ) 1,005.8
Net unrecognized gain (loss) on derivatives in cash flow hedging relationships 6.7 ( 29.0 ) 13.8 ( 56.5 )
Income tax provision (benefit) 9.6 ( 83.0 ) 22.1 ( 127.0 )
Other comprehensive (loss) earnings, net of tax ( 25.0 ) 206.5 ( 117.8 ) 548.5
Comprehensive (loss) earnings $ ( 143.8 ) $ 201.9 $ ( 60.2 ) $ ( 2,498.1 )
Condensed Consolidated Statements of Comprehensive Loss Earnings (Unaudited; in millions)
(Unaudited; in millions)
Three Months Ended Six Nine Months Ended
September 30, September 30,
Net loss $ ( 325.3 ) $ ( 128.2 ) $ ( 267.7 ) $ ( 3,174.8 )
Other comprehensive (loss) earnings, before tax: ( 15.4 ) 123.5 ( 95.7 ) 421.5
Foreign currency translation adjustment ( 6.1 ) ( 74.0 ) ( 200.7 ) 931.8
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans ( 2.7 ) 0.5 ( 4.2 ) 0.3
Net unrecognized (loss) gain on derivatives in cash flow hedging relationships ( 0.6 ) 11.5 13.2 ( 45.0 )
Net unrecognized gain (loss) on derivatives in net investment hedging relationships 41.7 ( 355.2 ) 89.9 13.5 25.3 103.4 ( 528.9 503.6 )
Net unrealized (loss) gain on available-for-sale fixed income securities ( 0.1 1.2 ) 0.2 0.3 ( 0.6 1.8 ) 0.8 1.1
Other comprehensive earnings (loss), before tax 5.6 ( 40.8 ) ( 90.1 ) 380.7
Income tax provision (benefit) 2.9 8.0 25.0 ( 119.0 )
Other comprehensive earnings (loss), net of tax 2.7 ( 48.8 ) ( 115.1 ) 499.7
Comprehensive loss $ ( 322.6 ) $ ( 177.0 ) $ ( 382.8 ) $ ( 2,675.1 )
4 unchanged paragraphs
Cash and cash equivalents $ 886.5 1,789.2 $ 1,322.4
Accounts receivable, net 3,126.2 3,121.2 3,031.3
Inventories 3,933.2 3,829.2 3,999.2
Prepaid expenses and other current assets 2,109.8 1,558.2 1,436.3
Total current assets 10,055.7 10,297.8 9,789.2
Property, plant and equipment, net 2,439.7 2,419.8 2,614.0
Intangible assets, net 13,676.9 13,079.5 15,102.1
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and 129 more changes in the filing
Note 1: General 2 changes
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.
1 unchanged paragraph
The interim results of operations and comprehensive loss earnings for the three and six nine months ended June September 30, 2026, and cash flows for the six nine months ended June September 30, 2026, are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.
Note 2: Revenue Recognition and Accounts Receivable 16 changes
3 unchanged paragraphs
The following table presents the Company's net sales by product category for each of our reportable segments for the three and six nine months ended June September 30, 2026 and 2025, respectively:
(In millions) Three Months Ended June September 30, 2026
1 unchanged paragraph
Brands $ 1,122.3 $ 710.8 $ 144.1 $ 441.2 $ 2,418.4
Generics 1,071.4 3.0 152.0 101.1 1,327.5
Total Viatris $ 2,193.7 $ 713.8 $ 296.1 $ 542.3 $ 3,745.9
(In millions) Six Months Ended June 30, 2026
Brands $ 1,184.6 $ 697.1 $ 143.5 $ 436.2 $ 2,461.4
Generics 1,031.3 5.5 143.6 92.9 1,273.3
Total Viatris $ 2,215.9 $ 702.6 $ 287.1 $ 529.1 $ 3,734.7
(In millions) Nine Months Ended September 30, 2026
1 unchanged paragraph
Brands $ 2,191.3 $ 1,388.0 $ 283.2 $ 888.4 $ 4,750.9
Generics 2,023.2 5.9 286.3 189.3 2,504.7
Total Viatris $ 4,214.5 $ 1,393.9 $ 569.5 $ 1,077.7 $ 7,255.6
Brands $ 3,375.9 $ 2,085.1 $ 426.7 $ 1,324.6 $ 7,212.3
Generics 3,054.5 11.4 429.9 282.2 3,778.0
Total Viatris $ 6,430.4 $ 2,096.5 $ 856.6 $ 1,606.8 $ 10,990.3
1 unchanged paragraph
Note 5: Divestitures 4 changes
1 unchanged paragraph
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. The transition services and distribution agreements were substantially concluded as of December 31, 2025.
Sale of Tyrvaya® Product Rights
On August 3, 2026, the Company entered into a definitive agreement to sell the product rights for Tyrvaya® for upfront cash consideration of $ 30 million and potential contingent sales milestones of up to $ 70 million. During the second quarter of 2026, the Company determined that the intangible asset related to Tyrvaya® should be classified as held for sale. Upon classification as held for sale, the Company recognized a charge of $ 177.8 million to write down the intangible asset to fair value, less cost to sell. The charge is included in SG&A on the condensed consolidated statements of operations. The assets reclassified as held for sale are included in Prepaid Expenses and Other Current Assets in the condensed consolidated balance sheet.
During the six nine months ended June September 30, 2026, the Company recorded additional pre-tax charges of approximately $ 13.9 million, and during the three and six nine months ended June September 30, 2025, the Company recorded pre-tax (gain) charges of approximately $( 43.8 1.6 ) million and $ 80.7 79.1 million, respectively, primarily related to the divestitures of the OTC and API businesses. The additional charges were recorded as a component of Other (Income) Expense, 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.
1 unchanged paragraph
Note 6: Share-Based Incentive Plan 18 changes
7 unchanged paragraphs
Exercised ( 20,512 ) 7.61
Forfeited ( 553,691 ) 43.47
Outstanding at June 30, 2026 1,886,602 $ 31.79
Exercisable at June 30, 2026 1,886,475 $ 31.79
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, 2025 to June 30, 2026 is presented below:
Number of Restricted Stock Awards Weighted Average Grant-Date Fair Value Per Share
Nonvested at December 31, 2025 32,916,111 $ 10.59
Granted 14,506,490 13.68
Released ( 15,496,398 ) 10.90
Forfeited ( 2,256,695 ) 11.18
Nonvested at June 30, 2026 29,669,508 $ 11.90
As of June 30, 2026, the Company had $ 238.6 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 1.7 years. The total intrinsic value of Restricted Stock Awards released and stock options exercised during the six months ended June 30, 2026 and 2025 was $ 220.9 million and $ 118.8 million, respectively.
Exercised ( 37,393 ) 9.91
Forfeited ( 605,947 ) 43.25
Outstanding at September 30, 2026 1,817,465 $ 31.70
Vested and expected to vest at June September 30, 2026 1,886,578 1,817,465 $ 31.79 31.70
Exercisable at September 30, 2026 1,817,465 $ 31.70
As of June September 30, 2026, stock options outstanding, stock options vested and expected to vest, and stock options exercisable each had average remaining contractual terms of 2.3 2.0 years, and each had aggregate intrinsic values of approximately $ 0.3 0.4 million.
1 unchanged paragraph
Note 7: Pensions and Other Postretirement Benefits 13 changes
4 unchanged paragraphs
Components of net periodic benefit cost for the three and six nine months ended June September 30, 2026 and 2025 were as follows:
1 unchanged paragraph
Three Months Ended Six Nine Months Ended
September 30, September 30,
1 unchanged paragraph
Service cost $ 8.6 $ 7.4 $ 17.3 $ 14.9
Interest cost 16.0 16.3 32.0 32.5
Net periodic benefit cost $ 5.5 $ 4.0 $ 11.0 $ 8.0
Service cost $ 8.7 $ 7.4 $ 26.0 $ 22.3
Interest cost 16.0 16.2 48.0 48.7
Expected return on plan assets ( 17.5 17.6 ) ( 16.8 ) ( 35.1 52.7 ) ( 33.6 50.4 )
Amortization of prior service costs 0.7 0.6 — 1.3 1.9 —
Recognized net actuarial gains ( 2.3 2.2 ) ( 2.9 ) ( 4.5 6.7 ) ( 5.8 8.7 )
Net periodic benefit cost $ 5.5 $ 3.9 $ 16.5 $ 11.9
1 unchanged paragraph
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, 2026, the U.S. Plan had an overfunded status of approximately $ 0.2 million.
1 unchanged paragraph
Note 8: Balance Sheet Components 32 changes
2 unchanged paragraphs
(In millions) June 30,
Finished goods 2,000.5 2,085.1
(In millions) September 30,
2025 September 30, 2025
Cash and cash equivalents $ 886.5 1,789.2 $ 1,322.4 $ 566.4 975.3
Restricted cash, included in prepaid expenses and other current assets 3.5 25.6 1.4 28.2
Cash, cash equivalents and restricted cash $ 890.0 1,792.7 $ 1,348.0 $ 567.8 1,003.5 (In millions) June September 30,
Raw materials $ 1,457.8 1,392.6 $ 1,422.4
Work in process 474.9 472.5 491.7
Finished goods 1,964.1 2,085.1
Inventories $ 3,933.2 3,829.2 $ 3,999.2
1 unchanged paragraph
(In millions) June 30,
(In millions) September 30,
1 unchanged paragraph
Prepaid expenses $ 192.1 $ 225.4
Equity securities (1)
Prepaid expenses $ 266.2 $ 225.4
Available-for-sale fixed income securities 41.1 40.0 40.7
Fair value of financial instruments 104.2 107.2 84.2
Equity securities 69.9 65.7
2 unchanged paragraphs
Prepaid expenses and other current assets $ 2,109.8 $ 1,436.3 (1) Refer to Note 10 Financial Instruments and Risk Management for additional information.
Other current assets 139.6 159.7 136.2
Prepaid expenses and other current assets $ 1,558.2 $ 1,436.3
1 unchanged paragraph
Property, plant and equipment, net
(In millions) June 30,
2026 December 31, 2025
Machinery and equipment $ 3,056.2 $ 3,043.4
Buildings and improvements 1,537.8 1,527.9
Construction in progress 406.9 448.5
Land and improvements 106.0 114.9
Gross property, plant and equipment 5,106.9 5,134.7
Accumulated depreciation 2,667.2 2,520.7
Property, plant and equipment, net $ 2,439.7 $ 2,614.0
1 unchanged paragraph
Note 10: Goodwill and Intangible Assets 10 changes
The changes in the carrying amount of goodwill for the six nine months ended June September 30, 2026 are as follows:
4 unchanged paragraphs
Foreign currency translation ( 106.2 ) 5.9 — — ( 100.3 )
Foreign currency translation ( 143.3 ) 8.3 — 0.3 ( 134.7 )
Balance at June September 30, 2026: $ 4,918.3 4,881.2 $ 939.1 941.5 $ — $ 797.0 797.3 $ 6,654.4 6,620.0 (1) Balances as of June September 30, 2026 and December 31, 2025 include an accumulated impairment loss of $ 3.19 billion.
(2) Balances as of June September 30, 2026 and December 31, 2025 include an accumulated impairment loss of $ 651.8 million.
(3) Balances as of June September 30, 2026 and December 31, 2025 include an accumulated impairment loss of $ 499.0 million.
1 unchanged paragraph
The Company performed the annual goodwill impairment test as of April 1, 2026. The Company performed its annual goodwill impairment test on a quantitative basis for its four reporting units with remaining goodwill (North America, Europe, Emerging Markets, 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 premium. As of April 1, 2026, the Company's North America and Emerging Markets reporting units each had fair values in excess of 10 % of the respective unit's carrying value, and the Company's Europe and Greater China reporting units each had fair values in excess of 40 % of the respective unit's carrying value.
As of April 1, 2026, the allocation of the Company's total goodwill was as follows: North America $ 2.40 billion, Europe $ 2.57 billion, Emerging Markets $ 0.80 billion, and Greater China $ 0.94 billion.
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.
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 and recorded a non-cash goodwill impairment charge of $ 2.94 billion as a result of the interim goodwill impairment test performed. After the goodwill impairment charge recorded during the first quarter of 2025, there was no remaining goodwill allocated to the JANZ reporting unit.
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Note 11: Financial Instruments and Risk Management 22 changes
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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 June 30,
1.362 % Euro Senior Notes due 2027
3.125 % Euro Senior Notes due 2028 (1)
1.908 % Euro Senior Notes due 2032
4.250 % Euro Senior Notes due 2033
Euro Total € 3,500.0 € 2,750.0 € 2,850.0
YEN Term Loan ¥ 40,000.0 ¥ 40,000.0 ¥ 40,000.0
Yen Total ¥ 40,000.0 ¥ 40,000.0 ¥ 40,000.0
VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued (1) In February 2026, the Company de-designated the € 750.0 million 3.125 % Euro Senior Notes due 2028 as net investment hedges.
At June 30, 2026, the principal amount of the Company's outstanding Yen borrowings and the notional amount of the Yen borrowings designated as net investment hedges was $ 246.1 million.
During the third quarter of 2023, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling Japanese Yen 14.6 billion with settlement dates through 2026. During the 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 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. In March 2026, the Company made payments totaling $ 37.7 million in conjunction with the termination of its Euro fixed-rate cross-currency interest rate swaps. The transactions hedged 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, were 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 were amortized in interest expense over the life of the derivative while the remainder was 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 were reflected in operating cash flows.
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. During the second quarter of 2026, the Company settled certain of these foreign currency forward contracts with notional amounts totaling $ 100 million that were maturing in December 2026 and entered into new contracts with notional amounts totaling $ 50 million maturing in December 2027 and $ 25 million maturing in December 2028. The transactions hedge a portion of the Company's net investment in certain Chinese Renminbi functional currency subsidiaries. The contracts are 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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Notes to the financial statements 46 changes
LLC was a subsidiary of Pfizer until the closing of the Combination and sold the authorized generic of Depo-Provera until the closing of the Combination. Concurrently with the closing of the Combination, Pfizer divested the authorized generic of Depo-Provera to Prasco Labs. In June 2025, the MDL court implemented a process whereby, with respect to current and future cases filed against the Company in this MDL, Plaintiffs must show why claims against the Company are appropriate. As a result of this process, the Company has been dismissed without prejudice from all cases originally pending in this MDL. The Company has also been dismissed without prejudice in certain state court cases. The Company has sought to tender its defense and is seeking indemnification for these claims from Pfizer pursuant to the Separation and Distribution Agreement and Pfizer is seeking cross-indemnification from the Company pursuant to the Separation and Distribution Agreement with respect to the authorized generic product previously sold by Greens tone LLC.
Intellectual Property
The Company is involved in a number of patent litigation lawsuits involving the validity and/or infringement of patents held by branded pharmaceutical manufacturers. The Company uses its business judgment to decide to market and sell certain products, in each case based on its belief that the applicable patents are invalid and/or that its products do not infringe, notwithstanding the fact that allegations of patent infringement(s) or other potential third party rights have not been finally resolved by the courts. The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include a reasonable royalty on sales or damages measured by the profits lost by the patent owner. If there is a finding of willful infringement, damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than generic and biosimilar products. The Company also faces challenges to its patents, including suits in various jurisdictions pursuant to which generic drug manufacturers, payers, governments, or other parties are seeking damages for allegedly causing delay of generic entry. An adverse decision in any of these matters could have an adverse effect that is material to our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price.
The Company launched its generic dimethyl fumarate ("DMF") product in Europe starting in July 2022 after the European Commission concluded that Biogen Netherlands B.V. ("Biogen") was not entitled to regulatory data exclusivity for Tecfidera®. In December 2023, based on its interpretation of an intervening ruling from the Court of Justice of the European Union ("CJEU"), the European Commission revoked certain generic marketing authorizations for DMF, including the Company's. The Company challenged the European Commission's revocation decision before the General Court of the European Union ("GCEU") and, in February 2026, the GCEU denied the Company's challenge. The Company has filed an appeal to the CJEU.
Beginning in October 2023, Biogen and certain Biogen affiliated entities filed damages actions in commercial courts of Spain, Belgium, France, Netherlands, Portugal, Germany, Italy, Estonia, Finland and Croatia claiming that the Company's sales of generic DMF violated Tecfidera's purportedly restored regulatory exclusivity and these actions are in various stages. Biogen's purported regulatory exclusivity for Tecfidera expired in February 2024, its patent covering DMF has been revoked, and the Company has secured a new marketing authorization for DMF. Thus, the Company has resumed commercializing DMF in Europe.
Beginning in January 2023, certain generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Yupelri® with associated Paragraph IV certifications. Beginning in February 2023, we brought patent infringement actions against the generic filers. The Company has entered into settlement agreements with all of the generic filers, granting them licenses to commercialize their generic versions of Yupelri® in April 2039 or earlier depending on certain circumstances. This matter is now closed.
Beginning in June 2023, two generic companies notified Oyster Point that they had filed ANDAs with the FDA seeking approval to market generic versions of Tyrvaya® with associated Paragraph IV certifications. Beginning in July 2023, Oyster Point brought patent infringement actions against the generic filers. The Company has entered into settlement agreements with both of the generic filers, granting them licenses to commercialize their generic versions of Tyrvaya® in October 2034 or earlier depending on certain circumstances. This matter is now closed.
A summary of long-term debt is as follows:
($ in millions) Interest Rate as of September 30, 2026 September 30,
Current portion of long-term debt:
2026 Senior Notes (a) **
2027 Euro Senior Notes ****
2027 Senior Notes ***
YEN Term Loan Facility Variable — 255.2
Deferred financing fees — ( 0.6 )
Current portion of long-term debt $ 1,724.8 $ 1,929.9
Non-current portion of long-term debt:
2027 Euro Senior Notes ****
2027 Senior Notes ***
2028 Euro Senior Notes **
2030 Senior Notes ***
2032 Euro Senior Notes ****
2033 Euro Senior Notes ***
2040 Senior Notes ***
2046 Senior Notes **
2050 Senior Notes ***
YEN Term Loan Facility Variable 254.1 —
Deferred financing fees ( 23.6 ) ( 20.5 )
Long-term debt $ 11,587.5 $ 12,480.6
(a) The 2026 Senior Notes were repaid at maturity in the second quarter of 2026.
* 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.
2033 Euro Senior Notes
On June 17, 2026, Viatris Inc. completed a public offering of € 650 million aggregate principal amount of its 4.250 % Senior Notes due 2033 (the "2033 Euro Senior Notes"). The 2033 Euro Senior Notes are senior unsecured obligations of Viatris Inc. The 2033 Euro Senior Notes are guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. (the "Guarantors").
Proceeds from the offering were used (i) to fund the repayment of amounts borrowed under the 2024 Revolving Facility in June 2026 in connection with the repayment at maturity of the entire $ 1.675 billion of outstanding principal amount
VIATRIS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued of the 3.950 % Senior Notes due 2026 (the "2026 Senior Notes") and (ii) to replenish cash utilized in connection with the repayment of the 2026 Senior Notes, with such cash to be used for general corporate purposes.
The 2033 Euro Senior Notes were issued pursuant to an Indenture (the "Base Indenture"), dated June 17, 2026, among Viatris Inc., the Guarantors and The Bank of New York Mellon, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture (together with the Base Indenture, the "Indenture"), dated June 17, 2026, among Viatris Inc., the Guarantors and the Trustee. The 2033 Euro Senior Notes accrue interest at a rate of 4.250 % per annum, accruing from June 17, 2026, payable annually beginning June 17, 2027, and will mature on June 17, 2033, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The Indenture contains customary affirmative covenants for facilities of this type. The 2033 Euro Senior Notes may be redeemed by Viatris as set forth in the Indenture.
On July 1, 2026 (the "Closing Date"), Viatris entered into an amended and restated term loan credit agreement (the "Amended and Restated Term Loan Credit Agreement"), 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. The Amended and Restated Term Loan Credit Agreement provides for a ¥ 40 billion principal amount senior unsecured term loan facility (the "Term Loan Credit Facility").
Proceeds from the Term Loan Credit Facility will be used for general lawful corporate purposes of Viatris and its subsidiaries, including, without limitation, to repay outstanding obligations under Viatris' prior ¥ 40 billion unsecured term loan facility, dated as of July 1, 2021.
The Term Loan Credit Facility will initially bear interest at the TIBO Rate (determined in accordance with the Amended and Restated Term Loan Credit Agreement) plus 1.10 % per annum. The applicable margin over the TIBO Rate for the Term Loan Credit Facility can fluctuate based on the long-term unsecured senior, non-credit enhanced debt rating of Viatris by S&P Global Ratings, Moody's Investors Service, Inc. and Fitch Ratings, Inc.
The Amended and Restated Term Loan Credit Agreement contains customary affirmative covenants for facilities of this type. The Amended and Restated Term Loan Credit Agreement also contains a financial covenant requiring maintenance of a leverage ratio no greater than 3.75 to 1.00 as of the last day of each fiscal quarter ending after the Closing Date. The Amended and Restated Term Loan Credit Agreement contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds.
At September 30, 2026 and December 31, 2025, the aggregate fair value of the Company's outstanding notes was approximately $ 10.69 billion and $ 11.99 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.
Mandatory minimum repayments remaining on the notional amount of outstanding long-term debt at September 30, 2026 were as follows for each of the years ending December 31:
1 unchanged paragraph
Note 15: Restructuring and Other 8 changes
1 unchanged paragraph
In 2025, the Company initiated an EWSR to enable the Company to build a more focused, efficient and future-ready organization and position the Company for sustained growth beginning in 2026. On February 26, 2026, the Company announced the results of its EWSR, and as a part of the review, committed to and began implementation of certain restructuring activities. These restructuring activities are expected to optimize the Company's commercial capabilities, enabling functions, R&D, medical affairs and regulatory activities, and sourcing, manufacturing and supply chain activities, including inventory optimization. As a result, the Company expects a global workforce reduction of up to approximately 10 %. The Company anticipates that these restructuring activities, as well as associated costs and savings, will be completed primarily over the next three years ending 2028.
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The following table summarizes the restructuring charges and the reserve activity for the 2026 restructuring program from December 31, 2025 to June September 30, 2026:
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Additional restructuring charges, primarily for facilities to be closed or disposed of that are not a component of the 2026 restructuring program, were also incurred during the three and six months ended June 30, 2026. At June 30, 2026 and December 31, 2025, accrued liabilities for restructuring and other cost reduction programs were primarily included in other current liabilities and other long-term obligations in the condensed consolidated balance sheets.
Cash payment ( 19.8 ) ( 0.5 ) ( 20.3 )
Utilization — ( 4.4 ) ( 4.4 )
Foreign currency translation ( 1.2 ) — ( 1.2 )
Balance at September 30, 2026: $ 87.0 $ — $ 87.0
(1) For the three months ended June September 30, 2026, total restructuring charges in Developed Markets, Emerging Markets, Greater China, JANZ, Emerging Markets, and Corporate/Other were approximately $ 19.5 49.1 million, $( 3.5 0.2 ) million, $ 0.8 0.3 million, $ 0.6 million, and $ 3.5 2.3 million, respectively. For the six nine months ended June September 30, 2026, total restructuring charges in Developed Markets, Emerging Markets, Greater China, JANZ, Emerging Markets, and Corporate/Other were approximately $ 87.0 136.1 million, $ 9.2 1.1 million, $ 1.3 0.3 million, $ 9.8 million, and $ 7.7 10.0 million, respectively.
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Note 16: Commitments, Including Licensing and Other Partner Agreements 5 changes
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. In 2024, the Company was informed that Mapi received a Complete Response Letter regarding the NDA for GA Depot 40 mg from the FDA.
In December 2023, the Company entered into a letter agreement, as amended, with Mapi for the development and commercialization of certain additional products. The Company made an initial upfront payment of $ 75.0 million during the year ended December 31, 2023 as part of the letter agreement.
In April 2026, the Company and Mapi agreed to immediately terminate the license and commercialization agreement for GA Depot and the December 2023 letter agreement.
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 10 11 Financial Instruments and Risk Management for further discussion of contingent consideration.
Our potential maximum development milestones not accrued for at June September 30, 2026 totaled approximately $ 408 386 million . We estimate that the amounts that may be paid through the end of 2026 to be approximately $ 124 50 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.
1 unchanged paragraph
Note 17: Income Taxes 3 changes
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The Company is subject to ongoing IRS examinations. The years 2020 through 2024 are open years, with 2020 and 2021 under examination. For 2020, there is one open item for which the Company disagrees with the IRS' conclusion and initiated a mediation process with the IRS through its Fast Track appeal process.
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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Note 18: Litigation 7 changes
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The EDPA Court has selected additional cases to proceed as bellwethers, The Company is named in three of the cases scheduled for trial, which consist of non-class cases filed by direct and indirect purchasers against the Company and other defendants. In a case filed by Humana, the first Court had stayed the case prior to a trial is scheduled to begin in September 2026. with subsequent trials scheduled to begin in August 2027 and January 2028. In the case scheduled for No new trial in September 2026, date has been set. Defendants' motions for summary judgment are pending. Plaintiff have been largely denied with some narrowing of claims, potentially reducing claimed damages. Humana has dismissed with prejudice all of its claims – including those based on an "overarching conspiracy" – except for its claims related to a single drug product. The Company and one other generic manufacturer remain as defendants in the Humana case. Humana is asserting damages of approximately $ 1 billion in that case 300 million against the remaining defendants, which is subject to trebling under federal law with respect to Plaintiff's Humana's direct purchases and multipliers under certain state laws in connection with its indirect purchases. Plaintiff's asserted damages, which includes those based on an "overarching conspiracy" claim, are being challenged as part of defendants' motions for summary judgment.
Trials have been scheduled to begin in two other bellwether cases involving the Company in August 2027 and January 2028.
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On May 10, 2019, certain attorneys general filed a new complaint in the United States District Court for the District of Connecticut against various drug manufacturers and individuals, including the Company and one of its former sales employees, alleging anticompetitive conduct with respect to additional generic drugs sold by the Company as well as an "overarching conspiracy" with respect to the various products asserted in the operative complaint against the Defendants. The complaint was subsequently amended, including on November 22, 2024, to add states as plaintiffs. The operative complaint is brought by attorneys general of forty-four states, certain territories and the District of Columbia. The amended complaint also includes claims asserted by attorneys general of forty states and certain territories against several individuals, including a former Company sales employee. The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys' fees and costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief. This lawsuit
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief. This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA and was subsequently transferred back to the U.S. District Court for the District of Connecticut.
On June 10, 2020, certain attorneys general filed a new complaint in the United States District Court for the District of Connecticut against drug manufacturers, including the Company, and individual defendants (none from the Company), alleging anticompetitive conduct with respect to additional generic drugs sold by the Company as well as an "overarching conspiracy" with respect to the various products asserted in the operative complaint against the Defendants. On September 9, 2021, the complaint was amended, adding an additional state as a plaintiff. The operative complaint is brought by attorneys general of forty-two states, certain territories and the District of Columbia. The states' claim for disgorgement and restitution under federal law, and certain state law claims brought by certain states, have been dismissed. This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA and was ordered to proceed as a bellwether and was subsequently transferred back to the U.S. District Court for the District of Connecticut. The Company's motions for summary judgment were largely denied with some of the States' claims for monetary relief being reduced. Trial In October 2026, the states dismissed their overarching conspiracy claim against the Company. As a result, the Company is no longer a defendant in the trial scheduled to begin in February 2027. With respect to the states' sole remaining claims on three individual drug products, the Court ordered these claims to proceed separately. No trial date has been scheduled. The states currently seek disgorgement, civil penalties, declaratory and injunctive relief, attorneys' fees and damages under certain state laws, which includes damages against all defendants, based on an "overarching conspiracy" claim, that exceeds $1 billion costs, and would be subject to multipliers damages under certain state laws. but the precise scope of the trial remains to be determined.
The Company has accrued approximately $ 50.0 million in connection with these matters at June September 30, 2026, which is included in Other Current Liabilities in the condensed consolidated balance sheets. Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time. In addition, the Company expects to incur additional legal and other professional service expenses associated with such matters in future periods and will recognize these expenses as services are received. The Company believes that the ultimate amount paid for these services and claims could have a material effect on the Company's business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price in future periods.
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Beginning in May 2023, putative class action complaints were filed against the Company and certain of the Company's former officers, directors, and employees in the WDPA on behalf of certain purchasers of securities of the Company. These actions were consolidated and, on October 23, 2023, a consolidated amended putative class action complaint was filed in the WDPA against the Company, and former officers and directors ("WDPA Viatris Class Action Litigation"). The operative complaint alleged that defendants made false or misleading statements and omissions of material fact, in violation of federal securities laws, in connection with disclosures relating to the Company's projected financial performance and biosimilars business. Plaintiffs sought certification of a class of purchasers of Company securities between March 1, 2021 and February 25, 2022. Plaintiffs sought monetary damages, reasonable costs and expenses, and certain other relief. On September
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MD&A 212 changes
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This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in Viatris' 2025 Form 10-K, the unaudited interim financial statements and related Notes included in Part I — Item 1 of this Form 10-Q and our other SEC filings and public disclosures. The interim results of operations and comprehensive loss earnings for the three and six nine months ended June September 30, 2026, and cash flows for the six nine months ended June September 30, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.
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• the possibility that the Company may not complete the proposed acquisition of Pacira within the timeframe it anticipates or at all and, if completed, the possibility that the Company may not realize the anticipated benefits, synergies and operating efficiencies of the proposed acquisition;
23 unchanged paragraphs
For more detailed information on the risks and uncertainties associated with Viatris, see the risks described in Part I, Item 1A in the 2025 Form 10-K, Part II, Item 1A of this Form 10-Q, and our other filings with the SEC. You can access Viatris' filings with the SEC through the SEC website at www.sec.gov or through our website, and Viatris strongly encourages you to do so. Viatris routinely posts information that may be important to investors on our website at investor.viatris.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure (Reg FD). The contents of our website are not incorporated by reference in this Form 10-Q and shall not be deemed "filed" under the Securities Exchange Act of 1934, as amended. Viatris undertakes no obligation to update any statements herein for revisions or changes after the filing date of this Form 10-Q other than as required by law.
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Regulatory approval, if and when obtained, may be limited in scope. Even if regulatory approvals for new products are obtained, the success of those products is dependent upon market acceptance.
The process of obtaining regulatory approval to manufacture and market new branded and generic pharmaceutical products is rigorous, time consuming, costly, and inherently unpredictable. Complex generic products are often more difficult, costly and time-consuming to receive regulatory approval and bring to market compared with commodity generic pharmaceutical products. Any delay in regulatory approval could impact the commercial or financial success of a product. Regulatory approval, if and when obtained, may be limited in scope. Even if regulatory approvals for new products are obtained, the success of those products is dependent upon market acceptance.
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For branded products, the majority of the product's commercial value is usually realized during the period in which the product has market exclusivity. In the U.S. and some other countries, when market exclusivity expires and generic versions of a product are approved and marketed, there can often be very substantial and rapid declines in the branded product's sales. For example, generic entry for Amitiza® 24 μg may occur in Japan in December 2026 June 2027 depending on the outcome of patent litigation.
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In addition to the impact of competition, government pricing actions and other measures designed to reduce healthcare costs, our results of operations, cash flows and financial condition could also be affected by other risks of doing business internationally, throughout the world, including the impact of inflation, elections, geopolitical events, including the ongoing conflicts in the Middle East and between Russia and Ukraine and related trade controls, sanctions, supply chain disruptions and staffing challenges and other economic considerations, longer review, response and approval times as a result of evolving regulatory priorities and reductions in personnel at health agencies, the potential for adverse impacts from future tariffs and trade restrictions, foreign currency exchange fluctuations, public health epidemics, changes in intellectual property legal protections and other regulatory changes.
On October 8, 2026, the Company entered into the Pacira Merger Agreement with Pacira under which Viatris has agreed to acquire all of the outstanding Pacira Shares for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion. Pacira brings two established, high-margin, patent-protected, in-market U.S. products – EXPAREL® (bupivacaine liposome injectable suspension) and ZILRETTA® (triamcinolone acetonide extended-release injectable suspension). Viatris plans to leverage its intellectual property expertise and proven ability to extend product lifecycles and sustain meaningful sales after the entry of competition to maximize the long-term value of the Pacira portfolio and expects to expand the products' reach across select markets within its global infrastructure.
On October 30, 2026, the Company commenced the Pacira Offer to purchase all of the issued and outstanding Pacira Shares for $36.50 per share in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the related Pacira Merger Agreement. The Pacira Offer and withdrawal rights will expire at one minute after 11:59 p.m., Eastern Time, on November 16, 2026, unless the Pacira Offer is extended or earlier terminated in accordance with the Pacira Merger Agreement. Following completion of the Pacira Offer, Viatris will acquire all remaining Pacira Shares not tendered in the Pacira Offer through the Pacira Merger for the same consideration. The Company expects to fund the transaction primarily from excess cash with the remainder from short-term borrowings.
The transaction, which was unanimously approved by the boards of directors of both companies, is subject to customary closing conditions, including the tender of a majority of the outstanding Pacira Shares and expiration of the applicable regulatory waiting period. The transaction is expected to close by the end of November 2026.
1 unchanged paragraph
In 2025, the Company initiated an EWSR to enable the Company to build a more focused, efficient and future-ready organization and position the Company for sustained growth beginning in 2026. On February 26, 2026, the Company announced the results of its EWSR, and as a part of the review, committed to and began implementation of certain restructuring activities. These restructuring activities are expected to optimize the Company's commercial capabilities, enabling functions, R&D, medical affairs and regulatory activities, and sourcing, manufacturing and supply chain activities, including inventory optimization. As a result, the Company expects a global workforce reduction of up to approximately 10%. The Company anticipates that these restructuring activities, as well as associated costs and savings, will be completed primarily over the next three years ending 2028.
The Company expects to record charges for costs associated with the restructuring activities of the EWSR. For the committed restructuring activities, the Company expects to incur total pre-tax charges ranging between $700 million and $850 million. Such charges are expected to include between $50 million and $100 million of non-cash charges mainly related to accelerated depreciation and asset impairment charges, including inventory write-offs. The remaining estimated cash costs of between $650 million and $750 million are expected to be primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations, vendor consolidations, product transfer costs and network related simplification and modernization costs. In addition, management believes the potential savings related to these committed restructuring activities will be between $600 million and $700 million once fully implemented, with most of these savings expected to improve operating cash flow. During the three and six nine months ended June September 30, 2026, the Company recognized total charges of $27.3 $52.1 million and $105.2 $157.3 million, respectively, in the condensed consolidated statements of operations related to this restructuring program.
1 unchanged paragraph
In December 2025, the Company entered into definitive agreements with Biocon for the sale of the Company's equity stake in Biocon Biologics. Under the terms of the definitive agreements, Biocon acquired all of Viatris' CCPS in Biocon Biologics for total consideration of $815.0 million, consisting of $400.0 million in cash and $415.0 million in newly issued equity shares of Biocon, which are listed and traded on the National Stock Exchange of India. The transaction closed during the first quarter of 2026 and the equity shares of Biocon were subject to a six-month lock up period. The Company completed the sale of its equity position in Biocon on July 14, 2026 for pre-tax total consideration of approximately $380 million. and recorded a pre-tax loss of $27.4 million in The third quarter of 2026. The pre-tax sale proceeds include the impacts of an approximate 2.7% block sale discount to market, transaction fees, and the strengthening of the U.S. dollar since the Company obtained the equity in January 2026. In addition, the terms of the definitive agreements accelerate the expiration of biosimilars non-compete restrictions previously placed on Viatris in 2022 in connection with Viatris' sale of its biosimilars portfolio and related commercial and other capabilities to Biocon Biologics. These restrictions expired immediately at the time of close for all ex-U.S. markets and will expire in November 2026 for the U.S. market. During the three and six nine months ended June September 30, 2026, the Company recognized a (gain)/loss pre-tax loss of approximately $(56.3) $27.4 million and $8.6 $36.0 million, respectively, as a result of changes in the fair value and subsequent sale of the Biocon equity shares.
6 unchanged paragraphs
While production at the facility has resumed, the temporary manufacturing suspension due to the fire at the facility in February along with these intermittent disruptions are expected to impact product supply in the second half of the year. The Company currently anticipates the impact of product supply disruptions to be between $100 million and $150 million to total revenues in the second half of 2026.
In May 2026, the FDA inspected the facility and issued Form 483 observations. The Company responded to the Form 483 observations and promptly initiated a comprehensive remediation plan. The Company has also engaged independent third-party subject matter experts to support its remediation plan. While production at the facility had resumed, the temporary suspension of manufacturing and activities under the remediation plan are ongoing and have led to intermittent disruptions at the facility. The estimated negative impact of product supply in the third quarter of 2026 to total revenues was approximately $100 million.
In September 2026, the Company received notice from the FDA that the inspection classification of the facility was OAI, which could lead to enforcement actions, including a warning letter or import alert. In October 2026, out of an abundance of caution, the Company voluntarily suspended manufacturing at the facility to focus on remediation activities. The Company expects to resume production at the facility during the first quarter of 2027. The foregoing manufacturing suspension is expected to result in incremental costs associated with the Company's remediation activities, operational inefficiencies, reduced production volumes and delays in production during the affected period. The Company currently anticipates the negative impact of these supply disruptions to be approximately $100 million to total revenues in the fourth quarter of 2026. Also, due to timing of the expected ramp up needed to get the facility back to full production in 2027, the Company currently does not expect to recover the lower revenues from 2026 in 2027.
During the three and six nine months ended June September 30, 2026, the Company recognized total charges of $14.9 $11.8 million and $86.8 $98.6 million, respectively, within Cost of Sales in the condensed consolidated statements of operations primarily related to the write off of inventory and fixed assets damaged in the fire and incremental manufacturing variances. The Company believes it has certain insurance coverages for these losses, including for assets and business interruption. In the event the plant cannot be returned to sustained normal operations or the Company's insurance coverage is unavailable or inadequate, this event could have a negative impact on our financial position, results of operations and cash flows.
The Company has been impacted by and continues to face potential risks associated with the manufacture and supply of its products (including at its Indore and Nashik manufacturing facilities as discussed above), including temporary facility shutdowns, regulatory inspections, the issuance of observations by government authorities, enforcement actions, including warning letters and import alerts, quality control or compliance issues, and operational disruptions affecting the Company or its third-party contract manufacturers and suppliers. These events have resulted in and may in the future result in delays in production, product launches, interruptions in product supply, increased operating costs, or reduced product availability, one or more of which could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price.
3 unchanged paragraphs
During the three and six nine months ended June September 30, 2026, the Company repurchased approximately 9.4 8.9 million shares of common stock at a cost of approximately $150.0 million, and 18.3 million shares of common stock at a cost of approximately $300.0 million, respectively, under the program. During the three and six nine months ended June September 30, 2025, the Company repurchased approximately 20.2 6.8 million shares of common stock at a cost of approximately $175.0 $67.9 million, and 38.9 45.6 million shares of common stock at a cost of approximately $350.4 $418.3 million, respectively, under the program. As of June September 30, 2026, the Company had repurchased a total of approximately 103.5 million shares of common stock at a cost of approximately $1.15 billion under the program. Additionally, subsequent to June 30, 2026, the Company repurchased approximately 7.1 million shares of common stock at a cost of approximately $120.2 million under the program, bringing the total to approximately 110.6 112.5 million shares of common stock at a cost of approximately $1.27 $1.30 billion under the program. in each case through and including August 4, 2026.
The table below is a summary of the Company's financial results for the three and six nine months ended June September 30, 2026 compared to the prior year period:
1 unchanged paragraph
Total revenues $ 3,756.8 $ 3,582.1 $ 174.7
Gross profit 1,456.5 1,332.9 123.6
Earnings from operations 6.3 233.0 (226.7)
Net loss (118.8) (4.6) (114.2)
Total revenues $ 3,749.5 $ 3,759.9 $ (10.4)
Gross profit 1,438.0 1,371.5 66.5
Earnings from operations 261.5 178.8 82.7
Net loss (325.3) (128.2) (197.1)
Diluted loss per share $ (0.10) (0.28) $ — (0.11) $ (0.10) (0.17)
1 unchanged paragraph
Total revenues $ 7,273.8 $ 6,836.4 $ 437.4
Gross profit 2,613.7 2,494.1 119.6
Loss from operations (73.4) (2,649.2) 2,575.8
Net earnings (loss) 57.6 (3,046.6) 3,104.2
Diluted earnings (loss) per share $ 0.05 $ (2.58) $ 2.63
Total revenues $ 11,023.3 $ 10,596.3 $ 427.0
Gross profit 4,051.7 3,865.6 186.1
Earnings from operations 188.1 (2,470.4) 2,658.5
Net loss (267.7) (3,174.8) 2,907.1
Diluted loss per share $ (0.23) $ (2.70) $ 2.47
3 unchanged paragraphs
Three Months Ended June September 30, 2026 Compared to Three Months Ended June September 30, 2025 (In millions, except %s) 2026 2025 % Change 2026 Currency Impact (1)
2 unchanged paragraphs
Developed Markets $ 2,193.7 $ 2,119.3 4 % $ (30.8) $ 2,162.9 2 %
Greater China 713.8 588.9 21 % (28.6) 685.2 16 %
JANZ 296.1 305.7 (3) % 8.1 304.2 — %
Total net sales $ 3,745.9 $ 3,569.0 5 % $ (49.2) $ 3,696.7 4 %
10.9 13.1 NM (0.1) 10.8 NM
Developed Markets $ 2,215.9 $ 2,255.6 (2) % $ 16.3 $ 2,232.2 (1) %
Greater China 702.6 615.2 14 % (26.3) 676.3 10 %
JANZ 287.1 306.3 (6) % 5.0 292.1 (5) %
Total net sales $ 3,734.7 $ 3,747.5 — % $ 1.9 $ 3,736.6 — %
14.8 12.4 NM 0.3 15.1 NM
3 unchanged paragraphs
(3) For the three months ended June September 30, 2026, other revenues in Developed Markets, JANZ, and Emerging Markets were approximately $9.3 $8.9 million, $0.1 $3.9 million, and $1.5 $2.0 million, respectively.
(4) Amounts exclude intersegment revenue which eliminates is eliminated on a consolidated basis.
For the three months ended June September 30, 2026, Viatris reported total revenues of $3.76 $3.75 billion, compared to $3.58 $3.76 billion for the comparable prior year period, representing an increase a decrease of $174.7 $10.4 million, or 5%. essentially flat. Total revenues include both net sales and other revenues from third parties. Net sales for the current quarter were $3.75 $3.73 billion, compared to $3.57 $3.75 billion for the comparable prior year period, representing an increase a decrease of $176.9 $12.8 million, or 5%. essentially flat. Other revenues for the current quarter were $10.9 $14.8 million, compared to $13.1 $12.4 million for the comparable prior year period.
The favorable unfavorable impact of foreign currency translation was approximately $49.2 $1.9 million. or 1%, primarily reflecting changes in the U.S. Dollar as compared to the currencies of subsidiaries in the EU and China. On a constant currency basis, net sales increased decreased by approximately $127.7 $10.9 million, or 4%, essentially flat, for the three months ended June September 30, 2026 compared to the prior year period, The increase was the result of as new product sales, primarily in Developed Markets, of approximately $101.0 $115.2 million, and were largely offset by net base business growth erosion of approximately $26.7 $126.1 million, driven primarily by continued supply constraints in Europe and Emerging Markets and additional competition on certain products. This was partially offset by the strength of the North American business, including estradiol transdermal products sales, and strong net sales in Greater China. New product sales include new products launched in 2026 and the carryover impact of new products, including business development, launched within the last twelve months.
From time to time, a limited number of our products may represent a significant portion of our net sales, gross profit and net earnings. Generally, this is due to the timing of new product introductions, seasonality, and the amount, if any, of additional competition in the market. Our top ten products in terms of net sales, in the aggregate, represented approximately 38% 41% and 37% 38% for the three months ended June September 30, 2026 and 2025, respectively.
2 unchanged paragraphs
Net sales from Developed Markets increased by $74.4 million, or 4%, for the three months ended June 30, 2026 when compared to the prior year period. The favorable impact of foreign currency translation was approximately $30.8 million, or
Net sales from Developed Markets decreased by $39.7 million, or 2%, for the three months ended September 30, 2026 when compared to the prior year period. The unfavorable impact of foreign currency translation was approximately $16.3 million, or 1%. Constant currency net sales increased decreased by approximately $43.6 $23.4 million, or 2%, 1%, when compared to the prior year period, driven primarily by new product sales, primarily octreotide acetate in North America, and strong sales of estradiol transdermal systems. This was partially offset by lower net sales of certain existing products, primarily as a result of certain continued supply constraints in Europe and additional competition on certain products. This was partially offset by new product sales, primarily octreotide acetate, and higher sales of estradiol transdermal products of approximately $126.0 million, both in North America. Net sales within North America totaled approximately $882.7 $923.4 million and net sales within Europe totaled approximately $1.31 $1.29 billion.
1 unchanged paragraph
Net sales from JANZ decreased by $9.6 million, or 3%, for the three months ended June 30, 2026 when compared to the prior year period. The decrease was primarily driven by the unfavorable impact of foreign currency translation of approximately $8.1 million, or 3%. Constant currency net sales decreased by approximately $1.5 million, or essentially flat, when compared to the prior year period.
Net sales from Greater China increased by $124.9 $87.4 million, or 21%, 14%, for the three months ended June September 30, 2026 when compared to the prior year period. The favorable impact of foreign currency translation was approximately $28.6 $26.3 million, or 5%. 4%. Constant currency net sales increased by approximately $96.3 $61.1 million, or 16%, 10%, when compared to the prior year period, primarily driven by the result of strong growth across multiple channels, including e-commerce, and retail, and hospitals, driven primarily by increased marketing and selling efforts.
Net sales from JANZ decreased by $19.2 million, or 6%, for the three months ended September 30, 2026 when compared to the prior year period. The unfavorable impact of foreign currency translation was approximately $5.0 million, or 2%. Constant currency net sales decreased by approximately $14.2 million, or 5%, when compared to the prior year period, driven primarily by lower net sales of existing products due to additional competition in Australia and government price reductions in Japan, partially offset by new product sales, primarily in Japan.
1 unchanged paragraph
Net sales from Emerging Markets decreased by $12.8 $41.3 million, or 2%, 7%, for the three months ended June September 30, 2026 when compared to the prior year period. The unfavorable impact of foreign currency translation was approximately $2.1 $6.9 million, or less than 1%. Constant currency net sales decreased by $10.7 $34.4 million, or 2%, 6%, when compared to the prior year period, primarily driven by lower ARV volumes related to continued supply constraints. This decrease was partially offset by higher pricing new product sales and volumes higher net sales of existing products in certain Middle Eastern and Asian countries.
1 unchanged paragraph
Cost of sales increased from $2.25 billion for the three months ended June 30, 2025 to $2.30 billion for the three months ended June 30, 2026. The increase in cost of sales was largely driven by the increase in net sales. Refer to Note 4 Divestitures in Part I, Item 1 of this Form 10-Q for more information .
Gross profit for the three months ended June 30, 2026 was $1.46 billion and gross margins were 39%. For the three months ended June 30, 2025, gross profit was $1.33 billion and gross margins were 37%. The changes in gross profit and gross margins are primarily driven by product mix. Adjusted gross margins were approximately 57% for the three months ended June 30, 2026, compared to approximately 57% for the three months ended June 30, 2025.
Cost of sales decreased from $2.39 billion for the three months ended September 30, 2025 to $2.31 billion for the three months ended September 30, 2026, a decrease of $76.9 million. Gross profit for the three months ended September 30, 2026 was $1.44 billion and gross margins were 38%. For the three months ended September 30, 2025, gross profit was $1.37 billion and gross margins were 36%.
The changes in cost of sales, gross profit and gross margins were primarily driven by reduced sales of lower margin products in Europe and Emerging Markets as a result of continued supply disruptions, and increased sales of higher margin products in Greater China and North America. Adjusted gross margins were approximately 58% for the three months ended September 30, 2026, compared to approximately 56% for the three months ended September 30, 2025.
A reconciliation between cost of sales, as reported under U.S. GAAP, and adjusted cost of sales and adjusted gross margin for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025 is as follows:
1 unchanged paragraph
Restructuring costs (26.9) (11.3)
Adjusted cost of sales $ 1,597.9 $ 1,553.7
U.S. GAAP cost of sales $ 2,300.3 2,311.5 $ 2,249.2 2,388.4
Purchase accounting amortization and other related items (586.4) (597.8) (613.7) (605.8)
Acquisition and divestiture-related costs (32.0) (26.4) (38.8) (23.6)
Restructuring costs (19.1) (13.4)
Share-based compensation expense (0.8) (0.9) (0.6) (0.7)
Other special items, including restructuring related costs (56.3) (59.1) (65.8) (89.4)
Adjusted cost of sales $ 1,573.5 $ 1,655.5
4 unchanged paragraphs
R&D expense for the three months ended June September 30, 2026 was $248.3 $231.7 million, compared to $218.8 $250.4 million for the comparable prior year period, an increase a decrease of $29.5 $18.7 million. This increase decrease was primarily the result of higher expenses for the selatogrel and cenerimod development programs. timing of clinical spending.
Acquired IPR&D expense for the three months ended September 30, 2026 was $5.0 million, which was related to an upfront payment for a licensing deal. There was no Acquired IPR&D in the comparable prior year period.
1 unchanged paragraph
SG&A expense for the current quarter was $1.13 billion, compared to $928.7 million for the comparable prior year period, an increase of $205.8 million. The increase was primarily driven by a charge of $177.8 million related to the planned sale of the product rights for Tyrvaya® (refer to Note 4 Divestitures in Part I, Item 1 of this Form 10-Q for more information), and higher non-income related taxes and certain other items.
SG&A expense for the current quarter was $950.8 million, compared to $886.6 million for the comparable prior year period, an increase of $64.2 million. The increase was primarily driven by higher restructuring costs of approximately $42.6 million primarily related to the EWSR.
1 unchanged paragraph
The following table includes the losses/(gains) (gains)/losses recognized in litigation settlements and other contingencies, net during the three months ended June September 30, 2026 and 2025, respectively:
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and 132 more changes in the filing
Controls and procedures 3 changes
An evaluation was performed under the supervision and with the participation of the Company's management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June September 30, 2026. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective.
Except as noted below, management has not identified any changes in the Company's internal control over financial reporting ("ICFR") that occurred during the second third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.
During the third quarter of 2026, the Company implemented a new ERP system for entities outside of the U.S. The Company has modified and will continue to modify its internal controls relating to its business and financial processes throughout the entire ERP system implementation, which is expected through the end of calendar year 2026. While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its ICFR, there are inherent risks in implementing any new ERP system and the Company will continue to evaluate and test control changes in order to provide certification as of its fiscal year ending December 31, 2026 on the effectiveness of its ICFR.
Legal proceedings 1 change
For information regarding legal proceedings, refer to Note 17 18 Litigation , in the accompanying Notes to interim financial statements in this Form 10-Q.
Risk factors 3 changes
Except as set forth below, there have been no material changes in the Company's risk factors from those disclosed in Viatris' 2025 Form 10-K.
We may not complete the proposed acquisition of Pacira within the timeframe we anticipate or at all and, if completed, we may not realize the anticipated benefits, synergies and operating efficiencies of the proposed acquisition.
The completion of the acquisition of Pacira is subject to a number of conditions, including (i) that there have been validly tendered (and not validly withdrawn) prior to the expiration of the Pacira Offer a number of Pacira Shares that, together with the number of Pacira Shares then owned by us, if any, would represent at least one Pacira Share more than 50% of the total number of Pacira Shares then issued and outstanding, (ii) the accuracy of the representations and warranties of Pacira contained in the Pacira Merger Agreement, subject to customary materiality thresholds and qualifications, (iii) Pacira's compliance with, or performance of, in all material respects, its covenants and agreements required to be complied with or performed by it under the Pacira Merger Agreement at or prior to the time of acceptance for payment of Pacira Shares validly tendered and not validly withdrawn, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable to the Pacira Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (v) the absence of any legal restraint that prohibits or makes illegal the consummation of the Pacira Offer or the Pacira Merger and (vi) other customary conditions set forth in the Pacira Merger Agreement. No assurance can be given that a sufficient number of Pacira Shares will be tendered or that the other required conditions to closing will be satisfied, or when such conditions may be satisfied. The failure to satisfy all of the required conditions could delay the completion of the acquisition for a significant period of time or prevent it from occurring at all. In addition, the Pacira workforce is expected to provide U.S. innovative commercial, market access, medical affairs and global R&D capabilities that are highly complementary to our existing infrastructure and portfolio. Any delay in completing the acquisition or, following its completion, any underperformance of the acquired business relative to our expectations, our inability to successfully integrate the acquired business or our inability to retain the talent necessary to provide expected capabilities could cause us not to realize some or all of the anticipated benefits, synergies and operating efficiencies of the acquisition or cause us to realize them on a different timeline than expected. The occurrence of any one or more of the above risks could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.
Unregistered sales of stock 9 changes
5 unchanged paragraphs
April 1 - April 30, 2026
May 1 - May 31, 2026
June 1 - June 30, 2026
Total 9,371,060 $ 16.01 9,371,060 $ 849,532,384
July 1 - July 31, 2026 6,084,948 $ 16.88 6,084,948 $ 746,819,124
August 1 - August 31, 2026 2,829,063 16.71 2,829,063 699,532,414
September 1 - September 30, 2026 — — — 699,532,414
Total 8,914,011 $ 16.83 8,914,011 $ 699,532,414
(a) Refer to Note 8 9 Loss Earnings per Share included in Part I, Item 1 of this Form 10-Q for additional information regarding the Company's authorized share repurchase program. During the three months ended June September 30, 2026, the Company repurchased approximately 9.4 8.9 million shares of common stock at a cost of approximately $150.0 million under this program.
2 unchanged paragraphs
Other information 1 change
1 unchanged paragraph
During the three months ended June September 30, 2026, no director or "officer" of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
Unchanged: Note 3: Recent Accounting Pronouncements, Note 12: Debt, Note 14: Segment Information, Market risk
Only in this filing: Note 4: Acquisitions and Other Transactions, Note 9: Loss per Share, Note 13: Comprehensive Loss
Only in the earlier filing: Note 12: Comprehensive (Loss) Earnings
Compared by code from the two filings' text and XBRL. Not advice.
The reading, claim by claim
- The filing includes exhibits and definitions of terms used in the report.
- It references the Company's 2025 annual report on Form 10-K and other financial instruments.
2 of 2 claims matched the filing text.
From the filing's financial data, not stated in its text
From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026
- For the quarter ended September 30, 2026, Viatris Inc reported revenue of $3.7 billion.
- Net income was -$325.3 million.
- Gross margin was 38.5%, and operating margin was 7.0%.
- The net margin was -8.7%.
- Revenue decreased by 0.3% compared to the same period a year earlier.
From the filing
ITEM 6. Exhibits
SIGNATURES
76
2
Table of Contents
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 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
2033 Euro Senior Notes The 4.250% Senior Notes due 2033 issued by Viatris Inc., which are fully and unconditionally guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc.
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
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
CCPS Compulsory convertible preferred shares
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
ERP system Enterprise resource planning system
EU European Union
EWSR
Enterprise-wide strategic review
Exchange Act Securities Exchange Act of 1934, as amended
3
Table of Contents
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, 2026
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
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
OAI Official Action Indicated, an official FDA inspection classification indicating that regulatory and/or administrative actions are recommended
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 mar
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- Roivant Sciences ROIV public float $9.8B, Sep 30, 2025
- United Therapeutics UTHR public float $11.2B, Jun 30, 2025
- Neurocrine Biosciences NBIX public float $9.5B, Jun 30, 2025
- Exelixis EXEL public float $9.4B, Jul 4, 2025
- BIO-TECHNE TECH public float $9.1B, Dec 31, 2025
