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VTRS · Viatris

12 filings

10-K

VTRS 10-K Annual Reports

Viatris - 12 annual reports

Filing record · 2020–202610-K1210-Q208-K72

2025
Viatris Annual Report, Year Ended Dec 31, 2025
Viatris Inc. reported total revenues of $14.30 billion for fiscal 2025, down from $14.74 billion in 2024, with net sales of $14.25 billion. The company posted a net loss of $3.51 billion (diluted loss per share of $3.00), driven primarily by a $2.94 billion goodwill impairment recorded in the first quarter of 2025, a $534.8 million loss from remeasuring its Biocon Biologics CCPS, and a $2.66 billion operating loss. Adjusted EBITDA was $4.16 billion, compared with $4.67 billion in 2024, and net cash provided by operating activities was $2.32 billion. The filing attributes base business erosion of approximately $465.8 million, partly offset by $323.7 million of new product sales, and cites an estimated $370 million revenue impact from the Indore manufacturing facility's FDA warning letter and import alert. In February 2026, the company announced results of its enterprise-wide strategic review, committing to restructuring with pre-tax charges of $700 million to $850 million, estimated cash savings of $600 million to $700 million once fully implemented, and a global workforce reduction of up to approximately 10%. Management also disclosed a fire in February 2026 at the Nashik, India oral solid dose facility, which has suspended manufacturing with operations expected to resume in April 2026. Capital returned in 2025 exceeded $1 billion, including $500.5 million in share repurchases and $561.2 million in dividends paid, and the board declared a quarterly dividend of $0.12 per share in February 2026. At year-end 2025 the company held $1.32 billion in cash and cash equivalents, $12.48 billion of long-term debt plus $1.93 billion current, and total equity of $14.71 billion. Investors should weigh the restructuring execution, the Indore and Nashik supply disruptions, ongoing base business erosion, and the pipeline milestones (including a July 30, 2026 FDA target action date for the low dose estrogen weekly patch) against the company's cash generation and capital return commitments.
Feb 26, 2026
2024-A
Viatris Annual Report (Amendment), Year Ended Dec 31, 2024
This filing is Part III of Viatris Inc.'s Form 10-K/A for fiscal 2024, dated April 30, 2025, which supplies governance, executive compensation, security ownership, related-party, and auditor-fee information that was not included in the original annual report. Viatris reports 2024 total revenues of $14.7 billion, a U.S. GAAP net loss of $(634) million (diluted loss of $(0.53) per share), adjusted EBITDA of $4.7 billion, adjusted EPS of $2.65, operating cash flow of $2.3 billion, and free cash flow of $2.0 billion. The company says it paid down approximately $3.7 billion of debt, ended the year at 2.9x gross leverage, and returned $825 million to shareholders through dividends and share repurchases. The filing describes a leadership and portfolio reset. Scott A. Smith has been CEO since April 2023, Doretta Mistras became CFO effective March 1, 2024, and Corinne Le Goff became Chief Commercial Officer on April 15, 2024. The company completed divestitures of its women's healthcare business, its India API business, and its OTC business during 2024, and in 2024 it acquired rights to two Phase 3 assets from Idorsia. Ten of twelve current directors are independent, and Melina Higgins serves as independent Board Chair. For compensation, the filing reports that shareholders disappointed on the 2024 say-on-pay vote, which the company attributes mainly to a transitional consulting arrangement with a former Executive Chairman that will not be renewed. The Board reduced 2024 short-term incentive payouts to 140% of target, from a calculated 163.92%, citing a warning letter and import alert for the Indore, India facility received in late 2024. Deloitte's total fees were $20.02 million for 2024 and $20.13 million for 2023.
Apr 30, 2025
2024
Viatris Annual Report, Year Ended Dec 31, 2024
Viatris Inc. reported total revenues of $14.74 billion for 2024, down $687.6 million, or 4%, from $15.43 billion in 2023, while net sales were $14.69 billion. The decline reflected divestitures closed in 2023 and 2024, along with unfavorable foreign currency translation of approximately $239.5 million. On a constant currency basis, net sales from the remaining business increased by approximately $276.1 million, or 2%, driven by new product sales of approximately $582.4 million, partly offset by base business erosion of approximately $306.3 million. The company swung to a U.S. GAAP net loss of $634.2 million, or $(0.53) per diluted share, compared with net earnings of $54.7 million in 2023. Results were weighed down by a $321.0 million goodwill impairment for the JANZ reporting unit, $177.1 million of IPR&D impairment charges, and $350.9 million of litigation settlements and other contingencies, net. Adjusted EPS was $2.65, versus $2.93 in 2023, and adjusted EBITDA was $4.67 billion, versus $5.12 billion. Cash flow and capital returns remained central to the filing. Net cash provided by operating activities was $2.30 billion, down from $2.90 billion, and the company received $2.51 billion in proceeds from asset and business sales, mainly the OTC, India API and women's healthcare divestitures. Viatris repaid approximately $1.86 billion of Senior Notes at maturity, paid $574.8 million in cash dividends, and repurchased $250.0 million of stock. Cash and cash equivalents stood at $734.8 million at year end, and the company had $3.5 billion available under its 2024 Revolving Facility. Long-term debt fell to $14.04 billion from $16.19 billion. The company also disclosed a warning letter and import alert at its Indore, India facility, which it estimates will reduce 2025 total revenues by approximately $500 million and 2025 earnings from operations by approximately $385 million. Looking forward, management expects R&D expense to rise by more than $100 million in 2025, driven by the selatogrel and cenerimod programs acquired from Idorsia. On February 25, 2025, Viatris and Idorsia amended those agreements, reducing contingent milestone payments by $250 million in exchange for Viatris assuming $100 million of development costs. The company declared a quarterly dividend of $0.12 per share on February 24, 2025, and $1.5 billion remained available under its $2 billion share repurchase authorization as of February 27, 2025.
Feb 27, 2025
2023-A
Viatris Annual Report (Amendment), Year Ended Dec 31, 2023
This Part III amendment to Viatris Inc.'s Form 10-K (dated April 26, 2024) supplements the original annual report with executive officer and board information, executive compensation, security ownership, related party transactions, and auditor fees for fiscal 2023. It states that Scott A. Smith has been CEO since April 1, 2023, Doretta Mistras has been CFO since March 1, 2024, and Dr. Corrine Le Goff became Chief Commercial Officer on April 15, 2024. Board leadership changed in 2023: Robert J. Coury stepped down as Executive Chairman, and independent director Melina Higgins became Board Chair. The filing reports that 2023 shareholder say-on-pay support was 86%, and that the Compensation Committee's incentive results reflected 182.31% of target for the annual program. The filing reports 2023 total revenues of $15.4 billion, U.S. GAAP net earnings of $54.7 million, adjusted EBITDA of $5.1 billion, operating cash flow of $2.8 billion and free cash flow of $2.4 billion. The company says it paid down approximately $1.25 billion of debt and returned $826 million to shareholders through $576 million in dividends and $250 million in buybacks. Management describes Phase 2 of its strategy as a move up the value chain toward more complex, higher-margin products, alongside ongoing divestitures expected to close by mid-2024. Compensation-related disclosures are notable for investors. Coury's separation was treated as a good-reason departure, with a $21.3 million lump-sum payment, a $15 million annual advisory fee for 2024 and 2025, and full vesting of equity valued at $47.2 million. The filing states that Coury received $47,249,454 from equity vesting in connection with his separation, and that 2021-2023 PRSUs were reduced by 30% under the relative TSR modifier. Deloitte's total fees for 2023 were $20.13 million.
Apr 26, 2024
2023
Viatris Annual Report, Year Ended Dec 31, 2023
Viatris Inc. reported total revenues of $15.43 billion for 2023, down $835.8 million, or 5%, from $16.26 billion in 2022. Net sales were $15.39 billion, and net earnings fell sharply to $54.7 million, or $0.05 per diluted share, from $2.08 billion ($1.71 per share) in 2022. The decline reflects the November 2022 divestiture of the biosimilars business to Biocon Biologics, a $580.1 million goodwill impairment and a $734.7 million total charge tied to the planned OTC Business divestiture, and a $1.75 billion gain recorded in 2022 that did not recur. Adjusted EBITDA was $5.12 billion, versus $5.78 billion in 2022. The company is in what it calls Phase 1 of a two-phased strategy, focused on stabilizing the base business, reducing debt, keeping an investment grade rating and returning capital, and it is pursuing a series of divestitures and acquisitions to simplify the portfolio. Pending Announced Divestitures include the OTC Business, which Viatris expects to receive gross proceeds of up to about $2.17 billion for, and other businesses with up to about $1.4 billion in aggregate proceeds. Cash from operations was $2.80 billion, and the company repaid about $1.25 billion of senior notes during 2023. Share repurchases totaled $250 million in 2023 and the buyback authorization was raised to $2.0 billion in February 2024. On February 28, 2024, Viatris announced it will acquire development programs for selatogrel and cenerimod from Idorsia for an upfront payment of $350 million, plus potential milestones and royalties. Investors should weigh the sharp drop in 2023 earnings, the remaining divestiture closings (expected in 2024 and mid-2024), and the company's continued exposure to pricing pressure and generic competition across its markets.
Feb 28, 2024
2022-A
Viatris Annual Report (Amendment), Year Ended Dec 31, 2022
This Form 10-K/A (Amendment No. 1) amends Viatris Inc.'s Annual Report for the fiscal year ended December 31, 2022, originally filed February 27, 2023. The company is filing it to add Part III information (directors, executive compensation, security ownership, related-party transactions and auditor fees) because it does not intend to file a definitive proxy statement within 120 days of fiscal year-end. Other than the Part III content and new Section 302 certifications, the filing states that no other changes were made to the original filing. Viatris, formerly known as Upjohn Inc., was formed through the November 16, 2020 combination of Mylan and Pfizer's Upjohn business. The filing reports 2022 total revenues of $16.26 billion, U.S. GAAP net earnings of $2.08 billion, adjusted EBITDA of $5.78 billion and free cash flow of $2.55 billion. Management states it paid down approximately $3.3 billion of debt, increased the quarterly dividend to $0.12 per share, and completed approximately $250 million of share repurchases in January and February 2023 under a previously announced $1 billion program. The company also completed the Biocon Biologics transaction, receiving a $2 billion cash payment and approximately $1 billion of compulsory convertible preferred shares, representing about a 12.9% stake on a fully diluted basis. Governance changes are central to this amendment. Scott A. Smith became Chief Executive Officer effective April 1, 2023, succeeding Michael Goettler, who ceased to serve as CEO and as a director on that date. The Board has 12 directors, eight of whom are independent, and Robert J. Coury serves as Executive Chairman. Management describes the company's two-phased strategy, with Phase 1 covering 2020 to 2023 and Phase 2 covering 2024 and beyond. Shareholders approved the say-on-pay proposal at approximately 90.7%.
Apr 28, 2023
2022
Viatris Annual Report, Year Ended Dec 31, 2022
Viatris Inc. (NASDAQ: VTRS) reported total revenues of $16.26 billion for 2022, down from $17.89 billion in 2021, with net sales of $16.22 billion. Net earnings were $2.08 billion, or $1.71 per diluted share, compared with a net loss of $1.27 billion in 2021. The improvement was driven largely by a $1.75 billion gain on the sale of the biosimilars business to Biocon Biologics, which closed November 29, 2022. Adjusted EBITDA was $5.78 billion, down from $6.36 billion, and net cash provided by operating activities was $2.95 billion. Unfavorable foreign currency translation reduced net sales by approximately $1.24 billion, and constant-currency net sales declined about 2%. The company is in a stated "second phase" of its strategy after reducing debt and returning capital in the first phase. It intends to divest its OTC business, most of its API business, selected women's health products, and the Upjohn Distributor Markets, and it is focusing on ophthalmology, gastrointestinal and dermatology. It acquired Oyster Point for approximately $425 million in cash and agreed to acquire the remaining equity of Famy Life Sciences for $281 million, both in ophthalmology, with the Famy transaction closing in the first quarter of 2023. Long-term debt was $18.02 billion at year-end, and cash was $1.26 billion. Risks highlighted in the filing include pricing pressure from government controls and tender systems, particularly in China's volume-based procurement program, loss of exclusivity on key brands, customer concentration with the top three customers representing about 26% of sales, and the transition-services and indemnification obligations tied to the Biocon Biologics transaction. The company also disclosed significant ongoing litigation, including generic drug pricing investigations, opioid-related claims, and EpiPen-related securities matters.
Feb 27, 2023
2021-A
Viatris Annual Report (Amendment), Year Ended Dec 31, 2021
This Form 10-K/A amends Viatris Inc.'s annual report to provide Part III information (directors, executive officers, executive compensation, security ownership, related transactions, and accounting fees). It states that Viatris reported a U.S. GAAP net loss of $1.3 billion for 2021, alongside net cash provided by operating activities of $3.0 billion, adjusted EBITDA of $6.4 billion, and free cash flow of $2.6 billion. The filing describes 2021 as the first year of the company's post-Combination compensation program and says it paid down $2.1 billion of debt and achieved over $500 million in cost synergies. The filing highlights three strategic priorities announced in February 2022: unlocking trapped value and simplifying the business, including the pending Biocon Biologics Transaction; building a more durable, higher-margin portfolio; and enhancing financial flexibility. Shareholder-return actions cited include a 9% dividend increase paid in March 2022 and authorization of a share repurchase program of up to $1 billion. On governance, the Board has 13 directors, 9 of whom are independent, with Robert J. Coury serving as Executive Chairman and Mark W. Parrish as Lead Independent Director. The filing reports that Vanguard held 10.81% and BlackRock held 7.14% of common stock as of April 25, 2022, and it notes that 2021 PRSU payouts would be automatically reduced by 30% at the stock price on that date.
Apr 29, 2022
2021
Viatris Annual Report, Year Ended Dec 31, 2021
Viatris Inc. (VTRS) reported net sales of $17.81 billion for 2021, up 51% from $11.82 billion in 2020, with total revenues of $17.89 billion (up 50%). The increase was driven mainly by $5.80 billion of incremental net sales from the Upjohn Business acquired in the November 2020 Combination, partially offset by $710.9 million of lower pricing and volumes on existing products. The Company reported a net loss of $1.27 billion for 2021 (versus a $669.9 million loss in 2020), with loss from operations of $34.0 million, including $1.19 billion of inventory step-up amortization and $2.01 billion of incremental Upjohn-related amortization. Adjusted EBITDA was $6.43 billion, compared with $3.65 billion in 2020, and net cash provided by operating activities was $3.02 billion. On February 28, 2022, Viatris agreed to contribute its biosimilars business to Biocon Biologics for an up-front cash payment of $2.0 billion, $1.0 billion of convertible preferred equity, and up to $335 million of additional cash payments expected in 2024; the transaction is expected to close in the second half of 2022. The same day, the Board authorized a share repurchase program of up to $1.0 billion, and a quarterly dividend of $0.12 per share was declared for March 2022. A global restructuring program under which the Company expects total pre-tax charges of up to approximately $1.4 billion, with up to approximately $900 million of annual savings once fully implemented, is ongoing. The Company carried $19.72 billion of long-term debt and $1.49 billion of short-term borrowings at December 31, 2021, against $701.2 million of cash and cash equivalents. Key risks disclosed include generic price erosion and tender systems (particularly China's volume-based procurement), concentration of sales among a few customers and products (top ten products were about 33% of net sales), transition-service dependence on Pfizer, legal matters including EpiPen-related settlements of $264 million, and continued COVID-19 disruption.
Feb 28, 2022
2020-A
Viatris Annual Report (Amendment), Year Ended Dec 31, 2020
This Part III disclosure covers Viatris Inc.'s governance, executive pay and ownership following the November 16, 2020 closing of the combination of Mylan and Pfizer's Upjohn division. The Board has 13 directors, nine of whom are independent. Robert J. Coury serves as Executive Chairman, Michael Goettler as Chief Executive Officer, Rajiv Malik as President and Sanjeev Narula as Chief Financial Officer. The filing states that the Board plans to begin returning capital to shareholders with a dividend in the second quarter of 2021, that Viatris expects to repay approximately $6.5 billion of debt by the end of 2023, and that it targets $1 billion in synergies within three years of the combination closing. The compensation section emphasizes performance-based pay. For 2021, the filing states that approximately 70% of executive target pay opportunity is in equity-based awards and almost 60% is tied to shareholder-aligned performance metrics. The 2021 annual incentive uses adjusted EBITDA (40%), a cash flow metric (40%) and a global regulatory submissions metric (20%). Reported 2020 pay includes one-time transaction-related payments, such as a $10 million cash recognition award to Mr. Coury and a 1.6 million PRSU Value Creation Award tied to shareholder return goals through December 30, 2025. The filing also notes that Mr. Coury's Executive Chairman Agreement runs through December 31, 2025 and that the company eliminated NEO excise tax gross-ups. Ownership and governance data as of April 26, 2021 show 1,208,643,411 common shares outstanding. The Vanguard Group reported 10.68%, BlackRock 7.41% and Wellington Management 5.78%. All directors and executive officers as a group held 2,739,662 shares. Deloitte replaced KPMG as independent auditor on November 19, 2020, and total fees to Deloitte were $14.52 million for 2020 compared with $11.11 million for 2019.
Apr 30, 2021
2020
Viatris Annual Report, Year Ended Dec 31, 2020
Viatris Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2020, following the November 16, 2020 Reverse Morris Trust combination of Mylan N.V. (the accounting acquirer) with Pfizer's Upjohn Business. Under the Business Combination Agreement, Pfizer stockholders owned approximately 57% of Viatris common stock and former Mylan shareholders owned approximately 43%, and Viatris made a $12 billion cash payment to Pfizer. Results reflect Mylan's history before November 16, 2020. For 2020, total revenues were $11.95 billion (up 4%), but the company reported a net loss of $669.9 million, compared with net earnings of $16.8 million in 2019, driven by $1.93 billion of purchase accounting amortization and $1.74 billion of transaction-related and other special items. Adjusted EBITDA was $3.65 billion. Long-term debt rose to $24.69 billion from $12.67 billion, and total assets were $61.55 billion. The company is executing a global restructuring program with synergies of $1 billion, expected pre-tax charges of $1.1 billion to $1.4 billion, and annual savings of $700 million to $900 million once fully implemented. The program may affect up to 20% of the roughly 45,000-person workforce and includes closing, downsizing or divesting up to 15 manufacturing facilities. The filing states that Viatris intends to initiate a dividend in 2021, though it cannot be guaranteed. Key risks include generic pricing pressure, China volume-based procurement, Lyrica generic erosion in Japan, legal proceedings including EpiPen and generic drug pricing investigations, and reliance on Pfizer under transition and supply agreements.
Mar 1, 2021
2019
Viatris Annual Report, Year Ended Dec 31, 2019
This Form 10-K, filed May 7, 2020 by Upjohn Inc. (now Viatris Inc.), is a special financial report filed under Rule 15d-2. It contains only certified financial statements for the fiscal year ended December 31, 2019, because the Form S-4 registration statement, declared effective February 13, 2020, did not include them. The company was formed on February 14, 2019, and is a wholly-owned subsidiary of Pfizer Inc. It has not commenced operations and has no significant assets or liabilities. Its revenues, operating expenses, net income, and total assets are all reported as zero for the period, and it had 100 shares of common stock outstanding, all held by Pfizer. KPMG LLP issued an unqualified opinion dated May 7, 2020. The filing's main significance for investors is the description of the planned Transaction. Pfizer's primarily off-patent branded and generic established medicines business (the Upjohn Business) is to be contributed to Upjohn and then spun off or split off to Pfizer stockholders. Immediately afterward, it is to be combined with Mylan N.V. in an all-stock Reverse Morris Trust transaction, creating a new company named Viatris. Pfizer stockholders would own 57% of the combined company and former Mylan shareholders would own 43%. The filing states that Upjohn will issue $12 billion of debt and make a $12 billion cash payment to Pfizer. The transaction is expected to close in the second half of 2020, subject to Mylan shareholder approval and other customary conditions, including regulatory approvals. Because Upjohn had no operations in 2019, this filing provides no operating results or business performance data for the Upjohn Business itself. Investors should look to the Registration Statement on Form S-4 for the detailed description of the capital stock and the Transaction, as the filing refers to it for that information.
May 7, 2020