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Divestitures
 9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure Divestitures
Biocon Biologics Transaction
On November 29, 2022, Viatris completed a transaction to contribute its biosimilars portfolio to Biocon Biologics. Under the terms of the Biocon Agreement, Viatris received $3 billion in consideration in the form of a $2 billion cash payment, adjusted as set forth in the Biocon Agreement, and approximately $1 billion of CCPS representing a stake of approximately 12.9% (on a fully diluted basis) in Biocon Biologics. During the three and nine months ended September 30, 2023, the Company recorded a gain of $19.1 million and $50.6 million, respectively, as a component of Other (Income) Expense, Net, as a result of remeasuring the CCPS in Biocon Biologics to fair value. The Company’s CCPS in Biocon Biologics are classified as equity securities and the fair value is reassessed quarterly, refer to Note 11 Financial Instruments and Risk Management for further discussion. Viatris also is entitled to $335 million of additional cash payments in 2024. In addition, Viatris and Biocon Biologics have agreed to a closing working capital target of $250 million. An amount of cash equal to all or a portion of the closing working capital target may become payable to Biocon Biologics in connection with certain events in the future, depending on the valuations attributable to such events. Refer to Note 8 Balance Sheet Components for additional information on assets and liabilities related to Biocon Biologics.

Viatris and Biocon Biologics also entered an agreement pursuant to which Viatris is providing commercialization and certain other transition services on behalf of Biocon Biologics, including billings, collections, and the remittance of rebates, to ensure business continuity for patients, customers and colleagues. The original term of the TSA was generally up to two years; however, the parties agreed to reduce the term of the TSA to expire on December 31, 2023, subject to early termination of services at the discretion at Biocon Biologics and/or extensions until April 30, 2024 for certain services. In the third quarter of 2023, Biocon Biologics began to exit certain services under the TSA. Under the TSA, Viatris is entitled to be reimbursed for its costs (subject to certain caps) plus a markup of $44 million for 2023. In the event services are provided after 2023 through April 30, 2024, Viatris is entitled to be reimbursed for its costs plus service-based markups for such period. During the three and nine months ended September 30, 2023, the Company recognized TSA income of approximately $47.2 million and $139.8 million, respectively, as a component of Other (Income) Expense, Net.

Other Planned Divestitures
On October 1, 2023, the Company announced it received an offer for the divestiture of substantially all of its OTC business, and entered into definitive agreements to divest its women’s healthcare business and, separately, in another transaction, its rights to two women’s healthcare products, its API business in India and commercialization rights in the Upjohn Distributor Markets. The transactions are expected to close by the end of the first half of 2024 and are subject to regulatory approvals, completion of any consultations with employee representatives (where applicable), receipt of required consents and other closing conditions, including, in the case of the API business divestiture, a financing condition.

Under the terms of the agreements, Viatris will receive gross proceeds of up to approximately $2.17 billion for the OTC business and up to approximately $1.4 billion for the remaining divestitures. Upon closing of the divestitures of the women’s healthcare business, the rights to two women’s healthcare products and API business, we expect to record gains for the differences between the expected consideration to be received and the carrying values of the businesses and assets to be divested. The OTC, API and women’s healthcare businesses are deemed businesses for U.S. GAAP accounting purposes. As such, the assets and liabilities will include an allocation of goodwill. The sale of the rights to two women’s healthcare products will be accounted for as an asset sale. In conjunction with these transactions, Viatris and the respective buyers will enter into various agreements to provide a framework for our relationship with the respective buyers after the closing of the divestitures, including TSAs, manufacturing and supply agreements, and distribution agreements, as necessary.

Women’s Healthcare
In the third quarter of 2023, Viatris executed an agreement to divest its women’s healthcare business, primarily related to oral and injectable contraceptives, to Insud Pharma, S. L. (“Insud”), a leading Spanish multinational pharmaceutical company. The transaction includes two manufacturing facilities in India.

In the third quarter of 2023, Viatris also entered into a separate agreement to divest its rights to women’s healthcare products Duphaston® and Femoston® to Theramex HQ UK Limited (“Theramex”), a leading global specialty pharmaceutical company dedicated to women’s health.

Assets and liabilities associated with the women’s healthcare business to be divested to Insud and assets to be divested to Theramex were reclassified as held for sale in the condensed consolidated balance sheet as of September 30, 2023.
OTC
On October 1, 2023, Viatris received an offer from Cooper Consumer Health SAS, a leading European OTC drug manufacturer and distributor. Subject to the completion of consultations with applicable works councils, the offer grants Viatris the right to divest substantially all of its OTC business, including two manufacturing sites located in Merignac, France, and Confienza, Italy, and an R&D site in Monza, Italy. The Company will retain rights for Viagra®, Dymista® and select OTC products in certain markets. The OTC business to be divested met the criteria to be classified as held for sale on October 1, 2023. As such, the related assets and liabilities are classified as held and used at September 30, 2023 and will be classified as held for sale in the fourth quarter of 2023. Also, we expect to record a pre-tax loss ranging from $600 million to $700 million in the fourth quarter of 2023 for the difference between the estimated consideration to be received and the carrying value of the business to be divested, including an allocation of goodwill.

API
On October 1, 2023, Viatris executed an agreement to divest its API business in India to IQuest Enterprises Private Limited, a privately held pharmaceutical company based in India. The transaction includes three manufacturing sites and a R&D lab in Hyderabad, three manufacturing sites in Vizag and third-party API sales. Viatris will retain some selective R&D capabilities in API. The API business in India met the criteria to be classified as held for sale on October 1, 2023 and the related assets and liabilities are classified as held and used at September 30, 2023 and will be classified as held for sale in the fourth quarter of 2023.

Upjohn Distributor Markets
In the fourth quarter of 2022, we determined that our Upjohn Distributor Markets should be classified as held for sale. Upon classification as held for sale, we recognized a total charge of $374.2 million in that quarter, which was comprised of a goodwill impairment charge of $117.0 million, other charges, principally inventory write-offs, of $84.3 million and a charge of approximately $172.9 million to write down the disposal group to fair value, less cost to sell. During the nine months ended September 30, 2023, the Company recorded an intangible asset charge of $32.0 million to write down the disposal group to fair value, less cost to sell and additional charges of $19.2 million. During 2023, Viatris executed agreements to divest commercialization rights for the majority of the Upjohn Distributor Markets. Certain transactions have closed and the remaining transactions are expected to be completed in the fourth quarter of 2023. If these transactions are not completed, the distribution arrangements will expire in accordance with our agreement with Pfizer and the Company will wind down operations in these markets, which may result in additional asset write-offs and other costs being incurred. These additional charges could be in excess of $150 million.

Assets and Liabilities Held for Sale
Assets and liabilities held for sale associated with the women’s healthcare business, rights to two women’s healthcare products, and Upjohn Distributor Markets divestitures consisted of the following:
(In millions)September 30, 2023December 31, 2022
Assets held for sale
Accounts receivable, net$34.5 $— 
Inventories40 — 
Prepaid expenses and other current assets0.7 — 
Property, plant and equipment, net26.3 — 
Intangible assets, net259.7 230.3 
Goodwill65.9 — 
Other assets0.2 — 
Total assets held for sale$427.3 $230.3 
Liabilities held for sale
Accounts payable$8.4 $— 
Other current liabilities5.5 — 
Other long-term obligations0.4 — 
Total liabilities held for sale$14.3 $—