Viatris (VTRS) 10-K/A risk factor changes: FY2021 vs FY2020

For the Fiscal Year Ended [added: December 31, 2021]

For the transition period from to [removed: .]

Commission file number [removed: 001-39695]

[removed: (724)] 514-1800

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of [removed: Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [removed: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in [removed: Rule 12b-2 of the Exchange]

[removed: Act][added: of the Act).]

| Large accelerated filer | | [removed: ☐] [added: ☑] | | Accelerated filer | | ☐ |

| Non-accelerated filer | | [removed: ☑] [added: ☐] | | Smaller reporting company | | ☐ |

Indicate by check mark whether the registrant is a shell company (as defined in [removed: Rule 12b-2 of the Act).]

The aggregate market value of the voting and [removed: non-voting common equity held by non-affiliates of the registrant as of June]

[removed: , 2020,] [added: of] the [added: registrant as of June 30, 2021, the] last business day of the registrant’s most recently completed second fiscal [removed: quarter:][added: quarter, was approximately $17,237,737,213.]

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of April [removed: 26, 2021] [added: 25, 2022] was [removed: 1,208,643,411][added: 1,212,301,241.]

[removed: This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K] for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] originally filed on [removed: March 1, 2021] [added: February 28, 2022] (the “Original Filing”).

We are filing this Amendment to include the information required by Part III and not included in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of shareholders within 120 days of the end of our fiscal year ended December 31, [removed: 2020.][added: 2021.]

Item 15 of Part IV has also been amended to reflect the filing of these new [removed: certifications and a corrected exhibit.][added: certifications.]

On November 16, 2020, Viatris, formerly known as Upjohn [removed: Inc. (“Upjohn”),] [added: Inc.,] Mylan N.V. (“Mylan”) and Pfizer Inc. (“Pfizer”) consummated the combination of Mylan with Pfizer’s Upjohn business (the “Upjohn Business”) through a Reverse Morris Trust transaction.

In accordance with the terms and conditions of the Business Combination Agreement, dated as of July 29, 2019, as amended from time to time, among Viatris, Mylan, Pfizer and certain of their affiliates (the “Business Combination Agreement”) and the Separation and Distribution Agreement between Viatris and Pfizer, dated as of July 29, 2019, as amended from time to time, (1) Pfizer contributed the Upjohn Business to [removed: Viatris] [added: Viatris,] so that the Upjohn Business was separated from the remainder of Pfizer’s businesses (the “Separation”), (2) following the Separation, Pfizer distributed, on a pro rata basis (based on the number of shares of Pfizer common stock held by holders of Pfizer common stock as of the record date of November 13, 2020 (the “Record Date”)), all of the shares of Viatris common stock held by Pfizer to Pfizer [removed: shareholders] [added: stockholders] as of the Record Date (the “Distribution”), and (3) immediately following the Distribution, Viatris and Mylan engaged in a strategic business combination transaction (the “Combination”).

Such forward-looking statements may include, without limitation, statements about the [added: pending transaction between Viatris and Biocon Biologics Limited (“Biocon Biologics”), a majority owned subsidiary of Biocon Limited, pursuant to which Viatris will contribute its biosimilar products and programs to Biocon Biologics in exchange for cash consideration and a convertible preferred equity interest in Biocon Biologics (“Biocon Biologics Transaction”), statements about the] Combination, the benefits and synergies of the Combination or our global restructuring program, future opportunities for the Company and its products and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend [removed: policy,] [added: policy and payments,] debt [removed: ratio,] [added: ratio and covenants,] anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, [added: commitments, confidence in future results,] efforts to create, enhance or otherwise unlock the value of our unique global platform, and other expectations and targets for future periods.

[removed: Forward-looking statements may often be identified by the use] of words such as “will”, “may”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “pipeline”, “intend”, “continue”, “target”, “seek” and variations of these words or comparable words.

Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ [added: materially from those expressed or implied by such forward-looking statements.]

| | • | | changes in relevant laws and regulations, including but not limited to changes in tax, healthcare and pharmaceutical laws and regulations [removed: globally;] [added: globally (including the impact of potential tax reform in the U.S.);] |

| | • | | uncertainties and matters beyond the control of management, including but not limited to general political and economic [removed: conditions] [added: conditions, inflation rates] and global exchange rates; and |

You can access Viatris’ filings with the SEC through the SEC website at www.sec.gov or through our [removed: website,] [added: 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, [removed: non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD).]

Non-GAAP [removed: Financial Measures]

[removed: These non-GAAP] financial measures, including adjusted EBITDA, [added: free cash flow and gross leverage ratio, leverage or leverage ratio,] are presented in order to supplement investors’ and other readers’ understanding and assessment of Viatris’ financial performance.

[removed: We believe that non-GAAP] financial measures are useful supplemental information for our investors and when considered together with our U.S. GAAP financial measures and the reconciliation to the most directly comparable U.S. GAAP financial measure, provide a more complete understanding of the factors and trends affecting our operations.

[removed: Appendix A to this Amendment contains reconciliations of such non-GAAP] financial measures to the most directly comparable U.S. GAAP financial measures.

[removed: Investors and other readers are encouraged to review the related U.S. GAAP financial] measures [removed: and the reconciliations of the non-GAAP measures] to their most directly comparable U.S. GAAP measures set forth in Appendix A, and investors and other readers should consider [removed: non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with U.S. GAAP.]

INDEX TO FORM [removed: 10-K/A]

For the Year Ended December 31, [removed: 2020][added: 2021]

| [removed: ITEM 10.] [added: [ITEM 10.](#toc307200_1)] | | [Directors, Executive Officers and Corporate [removed: Governance](#toc113011_1)] [added: Governance](#toc307200_1)] | | | 1 | |

| [removed: ITEM 11.] [added: [ITEM 11.](#toc307200_2)] | | [Executive [removed: Compensation](#toc113011_2)] [added: Compensation](#toc307200_2)] | | | [removed: 19] [added: 20] | |

| [removed: ITEM 12.] [added: [ITEM 12.](#toc307200_3)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc113011_3)] [added: Matters](#toc307200_3)] | | | [removed: 55] [added: 47] | |

| [removed: ITEM 13.] [added: [ITEM 13.](#toc307200_4)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc113011_4)] [added: Independence](#toc307200_4)] | | | [removed: 58] [added: 50] | |

| [removed: ITEM 14.] [added: [ITEM 14.](#toc307200_5)] | | [Principal Accounting Fees and [removed: Services](#toc113011_5)] [added: Services](#toc307200_5)] | | | [removed: 59] [added: 51] | |

| [removed: ITEM 15.] [added: [ITEM 15.](#toc307200_6)] | | [removed: [Exhibits](#toc113011_6)] [added: [Exhibits](#toc307200_6)] | | | [removed: 61] [added: 53] | |

| [Appendix A — [removed: Reconciliation] [added: Reconciliations] of Non-GAAP [added: Financial] Measures [removed: (Unaudited)](#toc113011_8)] [added: (Unaudited)](#toc307200_8)] | | | | | A-1 | |

001-39695

(724)

Regulation S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

non-accelerated

filer, a smaller reporting company, or an emerging growth company.

Rule 12b-2

of the Exchange Act.

Rule 12b-2

non-voting

common equity held by

non-affiliates

| Auditor Name: Deloitte & Touche LLP | | Auditor Location: Pittsburgh, Pennsylvania | | Auditor Firm ID: 34 |

This Amendment No. 1 on Form

10-K/A

(this “Amendment”) amends our Annual Report on Form

10-K

Forward-looking statements may often be identified by the use

| | • | | the pending Biocon Biologics Transaction may not achieve its intended benefits; |

non-exclusionary

manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD).

Financial Measures

These

non-GAAP

We believe that

non-GAAP

In addition, the Company believes that including EBITDA and supplemental adjustments applied in presenting adjusted EBITDA is appropriate to provide additional information to investors to demonstrate the Company’s ability to comply with financial debt covenants and assess the Company’s ability to incur additional indebtedness.

The Company also believes that adjusted EBITDA better focuses management on the Company’s underlying operational results and true business performance and, is used, in part, for management’s incentive compensation.

Appendix A to this Amendment contains reconciliations of such

non-GAAP

Investors and other readers are encouraged to review the related

U.S. GAAP financial measures and the reconciliations of the

non-GAAP

non-GAAP

measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with U.S. GAAP.

10-K/A

| [Signature](#toc307200_7) | | | | | 54 | |

| --- | --- |

December 31, 2020

| | | | | |

| --- | --- | --- | --- | --- |

No

established public trading market for the registrant’s common stock as of such date.

materially from those expressed or implied by such forward-looking statements.

| --- | --- | --- | --- |

Beginning in 2021, management’s incentive compensation will be derived, in part, based on non-GAAP financial measures.

Non-GAAP financial measures set forth in this Amendment also include adjusted EBITDA, ROIC (as defined herein) and Adjusted FCF/Credit Agreement Debt (as defined herein), each of which was a performance metric used in Mylan’s 2020 long-term and annual incentive compensation program as discussed herein.

| [Signature](#toc113011_7) | | | | | 62 | |

| ITEM | 10. Directors, Executive Officers and Corporate Governance |

Executive Officers

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April 30, 2021:

| Robert J. Coury | | 60 | | Executive Chairman |

| Michael Goettler | | 53 | | Chief Executive Officer (principal executive officer) |

| Rajiv Malik | | 60 | | President |

| Sanjeev Narula | | 60 | | Chief Financial Officer (principal financial officer) |

| Paul Campbell | | 54 | | Chief Accounting Officer and Corporate Controller (principal accounting officer) |

| Brian Roman | | 51 | | Global General Counsel |

| Andrew Cuneo | | 45 | | President, Japan, Australia and New Zealand (“JANZ”) |

| Anthony Mauro | | 48 | | President, Developed Markets |

| Xiangyang (Sean) Ni | | 52 | | President, Greater China |

| Menassie Taddese | | 51 | | President, Emerging Markets |

Executive Chairman

Mr. Coury has served as Viatris’ Executive Chairman since the closing of the Combination on November 16, 2020.

Mr. Coury leads the Viatris Board of Directors (the “Board” or “Viatris Board”), oversees the strategic direction of the Company with the Board and in collaboration with executive management, and advises the management team as they execute on the Company’s strategy to drive value creation, while also ensuring robust board engagement with shareholders and other key stakeholders, among other responsibilities.

Additional details regarding Mr. Coury’s background and experience can be found under the heading “Board of Directors” on page 4.

Chief Executive Officer

Mr. Goettler has served as Viatris’ Chief Executive Officer (“CEO”) since the closing of the Combination on November 16, 2020.

His responsibilities include leading the overall performance of the Company and executing on the strategies developed in collaboration with the Executive Chairman and the Board, including the strategy to launch Viatris’ Global Healthcare Gateway

, among other responsibilities.

Additional details regarding Mr. Goettler’s background and experience can be found under the heading “Board of Directors” on page 6.

President

Mr. Malik has served as Viatris’ President since the closing of the Combination on November 16, 2020.

His responsibilities include the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Medical, Information Technology and Quality functions, and Research and Development (“R&D”) and Operations.

Additional details regarding Mr. Malik’s background and experience can be found under the heading “Board of Directors” on page 8.

Messrs.

Coury, Goettler, and Malik are also members of the Viatris Board.

Chief Financial Officer

| --- | --- |

Executive Officers

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April 25, 2022:

| | | | | |

| --- | --- | --- | --- | --- |

| Michael Goettler | | 54 | | Chief Executive Officer (principal executive officer) |

| Rajiv Malik | | 61 | | President |

| Sanjeev Narula | | 61 | | Chief Financial Officer (principal financial officer) |

| Paul Campbell | | 55 | | Chief Accounting Officer and Corporate Controller (principal accounting officer) |

| Brian Roman | | 52 | | Global General Counsel |

| Andrew Cuneo | | 46 | | President, Japan, Australia and New Zealand (“JANZ”) |

| Anthony Mauro | | 49 | | President, Developed Markets |

| Xiangyang (Sean) Ni | | 53 | | President, Greater China |

| Menassie Taddese | | 52 | | President, Emerging Markets |

| Robert J. Coury | | 61 | | Executive Chairman |

Michael Goettler

Mr. Goettler has served as Viatris’ Chief Executive Officer (“CEO”) since the closing of the Combination on November 16, 2020.

His responsibilities include leading the overall performance of the Company and executing on the strategies developed in collaboration with the Executive Chairman and the Company’s Board of Directors (the “Board” or “Viatris Board”), among other responsibilities.

Additional details regarding Mr. Goettler’s background and experience can be found under the heading “Viatris Board of Directors” on page 6.

Rajiv Malik

Mr. Malik has served as Viatris’ President since the closing of the Combination on November 16, 2020.

His responsibilities include the

day-to-day

operations of the Company, overseeing the Company’s commercial business units, the Medical, Information Technology and Quality functions, and Research and Development (“R&D”) and Operations.

Additional details regarding Mr. Malik’s background and experience can be found under the heading “Viatris Board of Directors” on page 8.

Sanjeev Narula

Mr. Narula has served as Viatris’ Chief Financial Officer since the closing of the Combination on November 16, 2020.

His responsibilities include oversight of the global Finance Department, which includes corporate controllership, financial planning and analysis, internal audit, and tax functions, among others.

Prior to the Combination, Mr. Narula served as Chief Financial Officer of Pfizer’s Upjohn division (“Upjohn”) beginning in January 2019, with responsibility for oversight of finance, procurement and business technology for all functions of the business.

From January 2014 to January 2019, Mr. Narula served as Vice President, Finance for Pfizer’s Essential Health Business, with responsibility for finance, business development, financial planning and analysis, and the operating plan process and forecasting.

Mr. Narula also held several other financial leadership positions during his 16 years at Pfizer and Upjohn, including as the finance lead for the Primary Care Business Unit.

Prior to joining Pfizer, Mr. Narula held financial and operational leadership roles at American Express and Xerox.

Paul Campbell

Mr. Campbell has served as Viatris’ Chief Accounting Officer and Corporate Controller since the closing of the Combination on November 16, 2020.

He is responsible for oversight of the

day-to-day

operations of the accounting and finance functions of the Company, including planning, implementing, and managing the Company’s finance and accounting activities.

Prior to the closing of the Combination, Mr. Campbell was Mylan’s Chief Accounting Officer, Senior Vice President and Controller.

Before his

appointment as Chief Accounting Officer in November 2015, Mr. Campbell served as Mylan’s Senior Vice President and Controller beginning in May 2015, with responsibility for overseeing the company’s accounting and financial operations and reporting, and he previously held roles of increasing responsibility at Mylan since 2002.

[removed: Viatris: A] [added: Creating a] New Kind of Healthcare Company

[removed: ][added: |  | |  |]

| [added: Rajiv Malik] | [removed: •] | | [removed: Rajiv Malik, President] [added: $1,200,000] | [added: | | | $1,200,000 | |]

[removed: The Viatris] Executive Compensation Philosophy

[removed: | | |] The [removed: Viatris] Compensation [removed: Committee] [added: Committee’s] and Board’s compensation philosophy for 2021 [removed: and beyond] reflects the Company’s [removed: sustainable,] [added: focus on a] performance-based, [removed: TSR-focused] [added: shareholder-value-focused] business model and is [removed: designed] [added: intended] to [added: help] ensure that Viatris [removed: can continue] [added: continues] to attract and retain high-performing executives given the highly competitive market for executive talent. [removed: The compensation program has the following key objectives, among others: | | | | | | | | | | | | | | |]

| | [removed: |] [added: •] | | [removed: •] Attract, Motivate, and Retain Highly-Skilled Executives. In order to attract and retain the leaders needed to drive execution of our ambitious goals, we [removed: provide] [added: provided] market competitive compensation with an emphasis on [removed: performance-based] [added: performance-based,] long-term incentives. We [removed: have] designed our compensation program to help ensure that the Company, [removed: our shareholders] [added: shareholders,] and other stakeholders continue to benefit from the talents of our leadership team and global workforce, while also recruiting new talent on an on-going [removed: basis. | | | | | | | | | | | |] [added: basis in a highly competitive market for talent.] |

| | [removed: |] [added: •] | | [removed: •] Align with Shareholder Interests. We [removed: use] [added: aligned executive compensation with shareholder interests by linking pay to the Company’s stated strategic priorities,] long-term [removed: incentives,] [added: performance, and share price appreciation,] including [added: through the use of] a relative [removed: total shareholder return (“TSR”)] [added: TSR] modifier for [removed: performance-based restricted stock units (“PRSUs”),] [added: PRSUs in our long-term incentive plan] and [added: robust] share ownership [removed: requirements, to align executive interests with those of our shareholders by linking pay to] [added: requirements (See “Viatris 2021 Share Ownership Requirements” on page 32). We believe this linkage helps drive] long-term performance and [added: encourages decision making to foster] share price appreciation. | [removed: | | | | | | | | | | | |]

[removed: |] Consistent with our philosophy of driving long-term company performance, the [removed: Viatris] Compensation Committee, with the advice of its independent compensation consultant, [removed: plans to] [added: will] annually consider [removed: a range of] potential alternative performance metrics that link to our strategy and align with [added: shareholder interests in] long-term value [removed: creation for our shareholders. | | | | | | | | | | | | | | | | |][added: creation.]

The following table summarizes [removed: these and other key] [added: certain specific] compensation-related governance practices adopted by the [removed: Viatris] Compensation Committee and Board with respect to 2021 compensation.

| ✓ Employ metrics for annual and long-term incentives that support both short- and long-term strategies and align with shareholder [removed: interests] [added: interests, including a non-financial metric in the annual program tied to important product development initiatives] |

[removed: Description of Viatris’] 2021 Performance-Based Compensation Program

The table below shows the compensation structure for [removed: our] NEOs in 2021.

| Robert J. Coury | | [removed: $] | [removed: 1,800,000 | | | | 150] [added: $1,800,000] | [removed: %] | | | [removed: 600] [added: $1,800,000] | [removed: %] |

| Michael Goettler | | [removed: $] | [removed: 1,300,000 | | | | 150] [added: $1,300,000] | [removed: %] | | | [removed: 700] [added: $1,300,000] | [removed: %] |

| Rajiv Malik | | [removed: $] | [removed: 1,200,000] [added: $1,200,000] | | | | [removed: 125] [added: 125%] | [removed: %] | | | [removed: 600] [added: 600%] | [removed: %] |

| Sanjeev Narula | | | $800,000 | | | | [removed: 100 | % | | | 350] [added: $800,000] | [removed: %] |

| Anthony Mauro | | | $800,000 | | | | [removed: 115] [added: 115%] | [removed: %] | | | [removed: 400] [added: 400%] | [removed: %] |

[added: | | • | | Annual incentive metrics:] Our 2021 annual incentive [removed: program] [added: plan] includes adjusted EBITDA [removed: (40%), a] [added: (1) (40% weighting), free] cash flow [removed: metric (40%),] [added: (1) (40% weighting),] and [removed: a] global regulatory submissions [removed: metric (20%),] [added: (20% weighting) metrics, each of] which [removed: are] [added: is] designed to incentivize [removed: our] executives toward achievement of [removed: our publicly-disclosed] [added: important and challenging] financial [removed: objectives announced in February 2021.][added: and sustainability objectives. See pages 27 to 29 for a detailed discussion of 2021 annual incentive metrics and payouts. |]

Long-term incentive awards for 2021 [removed: are] [added: were] predominantly performance-based, with 60% of each NEO’s award in the form of PRSUs and 40% in the form of [removed: restricted stock units (“RSUs”).][added: RSUs.]

The 2021 [removed: PRSU grants include leverage] [added: grant of PRSUs was subject to Free Cash Flow] and [removed: cash flow metrics, as well as a] [added: Gross Leverage Ratio metrics weighted at 60% and 40%, respectively, and one] relative market performance metric [removed: (relative] [added: (i.e., relative] TSR), which is used as a [removed: shareholder-aligned] modifier to determine the final payout [removed: percentage.][added: percentage, as described below.]

[added: | * |] Adjusted [removed: EBITDA is] [added: EBITDA, free cash flow and leverage are] calculated from Viatris’ audited financial statements in the manner described in Appendix A. [added: |]

| [removed: Executive] [added: NEO] | | Base Salary | | | | Target Annual Incentive | | | | Target Long-Term Incentive | | | | 2021 Total Target Compensation (1) | | |

[removed: Viatris] 2021 Peer Group

[removed: While] [added: Although] the competitive market for our executives is one factor the [removed: Viatris] Compensation Committee considers when making compensation decisions, the Committee does not target the compensation of NEOs within a specific percentile of any set of peer companies and considers peer group and industry data along with many other factors when determining compensation.

The peer group [removed: thus] is used as one of several reference points for determining executive compensation and includes Viatris’ business competitors and companies that Viatris competes with for executive talent.

Below is the peer group selected by the [removed: Viatris] Compensation [removed: Committee following] [added: Committee, with] the [removed: Combination.][added: advice of the Committee’s independent compensation consultant.]

| Bausch Health Companies Inc. | | Gilead Sciences, Inc. | | Sanofi [added: SA] |

| Baxter International Inc. | | Merck & Co., [removed: Inc] [added: Inc.] | | Teva Pharmaceutical Limited |

[removed: After closing of the Combination, the Viatris] [added: The] Compensation Committee, with the advice of an independent compensation consultant, established [added: the following 2021] base salaries for the NEOs commensurate with their new roles with Viatris.

| Robert J. Coury | | [removed: $] | [removed: 1,800,000] [added: $1,800,000] | | | [removed: $] | [removed: 1,800,000] [added: 150%] | | [added: | | 600% | |]

| Michael Goettler | | | [removed: $825,000] [added: $1,300,000] | | | [removed: $] | [removed: 1,300,000] [added: 150%] | | [added: | | 700% | |]

| Rajiv Malik | | [removed: $] | [removed: 1,150,000] [added: $4,320,000] | | | [removed: $] | [removed: 1,200,000] [added: $2,880,000] | | [added: | | $7,200,000 | |]

| Sanjeev Narula | | | [removed: $515,000] [added: 100%] | | | | $800,000 | |

[removed: 2020] [added: 2021] Annual Incentive Compensation [removed: Programs][added: Program]

[removed: The Mylan Compensation Committee approved] [added: Viatris’ annual incentive compensation consists of] performance-based annual cash awards [added: that are subject] to [removed: motivate] [added: achievement of metrics that were identified by] the [removed: Mylan executive officers to achieve certain operational] [added: Board] and [removed: financial goals identified] [added: Compensation Committee] as [removed: important] [added: critical] to the successful execution of [removed: Mylan’s] [added: Viatris’] business [removed: strategies] [added: strategy] and [removed: which were] aligned with the [added: continued] creation of shareholder value.

| NEO | | Target [removed: Annual Incentive] (as % of Base Salary) | | | | [removed: Target] Annual Incentive [removed: ($)*] [added: Target] | | |

| Robert J. Coury | | | [removed: 150] [added: 150%] | [removed: %] | | [removed: $] | [removed: 2,700,000] [added: $2,700,000] | |

| Anthony Mauro | | | [removed: 115] [added: 115%] | [removed: %] | | | $920,000 | |

[removed: The Mylan Compensation Committee considered adjusted] [added: | | • | | Adjusted] EBITDA [removed: an important measure of] [added: (40% Weighting): Measures] the [removed: company’s] [added: Company’s] profitability and [removed: a way to motivate] [added: motivates] executives to focus on both top-line growth as well as efficient operations. [added: |]

[removed: The Mylan Compensation Committee continued the use of global regulatory submissions as an annual incentive metric due to] [added: | | • | | Global Regulatory Submissions (20% Weighting): Emphasizes] the [removed: clear] importance of developing [removed: and launching] a robust pipeline of molecules that [removed: Mylan] [added: Viatris] could manufacture and [removed: sell] [added: market] over subsequent years. [added: A robust |]

This Compensation Discussion and Analysis (“CD&A”) describes the compensation of our Named Executive Officers (“NEOs”) for 2021.

Our Performance-Based Approach to 2021 Compensation

In early 2021, Viatris announced its 2021 financial guidance, which included adjusted EBITDA and free cash flow metrics

These publicly reported metrics directly tie to strategic Company priorities for the first three years following the closing of the Combination, including rebalancing the business, generating strong and growing cash flows, and rapidly

de-levering.

In addition, the Company is focused on obtaining synergies to become more flexible and efficient while continuing to launch new products.

For 2021, Viatris reported U.S. GAAP net loss of $1.3 billion, U.S. GAAP net cash provided by operating activities of $3.0 billion, adjusted EBITDA of $6.4 billion, and free cash flow of $2.6 billion.

Compensation in 2021 represents the first year of Viatris’ new compensation program.

As described in more detail below, our 2021 program consists of base salary, performance-based annual incentive awards, and performance-based long-term incentive awards subject to financial metrics and a relative TSR modifier.

There is strong alignment of pay and performance in our program, with approximately 70% of total target compensation delivered in the form of long-term equity and approximately 60% of total target compensation subject to performance conditions.

The Compensation Committee directly linked 2021 performance metrics to our stated strategy and financial goals.

The table below also describes how our performance metrics support the Company’s strategic goals.

| 1 | Viatris was not providing forward-looking guidance for U.S. GAAP net earnings (loss) or a quantitative reconciliation of its 2021 adjusted EBITDA guidance and provided a quantitative reconciliation of its 2021 free cash flow guidance. See “Non-GAAP Financial Measures” and Appendix A for additional information. |

| Performance Metrics | | Rationale For Use |

| Adjusted EBITDA* | | Measures the Company’s profitability and motivates the organization to focus on commercial execution and driving new product revenue, maintaining efficiency of our operations, capturing synergies, and disciplined expense management |

| Free Cash Flow* | | Creates organizational emphasis and focus on cash through improved cash flow conversion, optimized working capital, and overall cash generation which can increase the return to shareholders |

| Global Regulatory Submissions | | Emphasizes the importance of developing a robust pipeline of molecules that Viatris could manufacture and sell over subsequent years. A robust product pipeline can help Viatris move its products up the value chain and also supports sustainability while serving Viatris’ mission of providing access to high quality, affordable medications. In addition, we view this metric as a stepping stone to implementing ESG sustainability metrics in the future. |

| Leverage* | | Reinforces commitment to investment grade rating, overall risk reduction, reducing interest expense, and delivering on financial commitments |

| Relative Total Shareholder Return (“TSR”) | | A relative market performance metric to modify final payout percentages for performance restricted stock units (“PRSUs”) and further align with shareholders |

Pay-For-Performance

Philosophy: 2021 Incentive Compensation Summary

Short-term incentive compensation

comprised approximately 17% of 2021 NEO target total compensation.

In 2021, our management team’s operational execution resulted in short-term incentive payouts above target.

Drivers of our 2021 short-term incentive results included:

| | • | | Above target adjusted EBITDA and free cash flow for short-term incentive compensation purposes, driven by the focus and efforts of the Company’s management, success of the Company’s cash optimization efforts, and synergy capture of approximately $500 million in 2021. The Company’s 2021 publicly reported results for adjusted EBITDA and free cash flow also exceeded the upper end of the initial guidance ranges provided in February 2021 and were within the upper ends of the updated guidance ranges provided in November 2021. For more information on and the differences between how adjusted EBITDA and free cash flow are calculated for purposes of the Company’s 2021 performance metrics and public reporting purposes, see “Elements of 2021 Compensation – 2021 Annual Incentive Compensation Program – Annual Incentive Compensation Payouts for 2021” on pages 28 to 29 and “Elements of 2021 Compensation – 2021 Long-Term Incentive Compensation Programs – 2021 Three-Year PRSU Performance Metrics” on pages 29 to 30. |

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| | • | | The Company also achieved above target global product submissions, across six product areas, because it was able to accelerate certain additional submissions due to the strength of its development programs. |

comprised approximately 70% of 2021 NEO target total compensation.

Our short-term incentive compensation and long-term incentive compensation comprised approximately 87% of 2021 NEO target total compensation.

Despite our strong 2021 operational performance, based on our TSR applicable to long-term incentive modifiers, our executives would experience significantly reduced realizable pay, particularly if the price of the Company’s stock remains at or around levels as of April 25, 2022 demonstrating the robustness of our

pay-for-performance

philosophy and the linkage of our compensation programs to TSR.

| | • | | Approximately 70% of target NEO total compensation is in the form of long-term equity grants, the value of which is directly correlated with the price of the Company’s stock. |

| | • | | 60% of NEO equity awards are subject to leverage ratio and free cash flow metrics measured over a three-year time period. These equity awards are also subject to a relative market performance metric (relative TSR), which we included after discussions with shareholders to maximize alignment of executive and shareholder interests. Although we believe that Viatris stock is significantly undervalued and this modifier is measured on a three-year time frame, at the relevant stock price on the close of business April 25, 2022, any payouts of PRSUs would be automatically reduced by 30%, as described in more detail on pages 29 to 30. |

Viatris’ first year focused on its initial priorities of defining and delivering on clear financial goals, including achieving approximately $500 million in cost synergies by 2021 and at least $1 billion by 2023, paying down $6.5 billion in debt by 2023, and initiating and growing a quarterly dividend.

In just a short time, we believe we have made substantial progress on our initial priorities, while advancing patient access, organizational efficiencies and delivering strong financial results for the full year 2021.

Our key accomplishments for 2021 include:

Since November 2020, Viatris’ new but seasoned management team has been leading the Company’s integration efforts, restructuring the business, and ensuring continued robust visibility and transparency in our financial reporting.

We are executing on our internal roadmap, which focuses on enhancing our processes and systems to drive the discipline necessary to further maximize our

Executive Summary — Important Background and Key Considerations

| | | | | |

| --- | --- | --- | --- | --- |

| Viatris has a shareholder-aligned compensation philosophy. Viatris empowers people worldwide to live healthier at every stage of life. As the world’s healthcare needs evolve, we believe that the Viatris Global Healthcare Gateway ® will fuel our organic development of innovative products and offer partners ready access to expanded markets through an innovative global infrastructure that connects people around the world to the high-quality medicines and services they need. We provide access to medicines, advance sustainable operations, develop innovative solutions, and leverage our collective expertise to improve patient health. Our compensation program supports these and other goals, drives performance, and aligns with shareholder outcomes.  Employee health and safety has been a priority throughout the COVID-19 pandemic. Steps were taken throughout 2020 to protect Mylan, Upjohn, and Viatris employees. We utilized screening and safe work protocols, and provided personal protective equipment (PPE) to employees. In addition, we provided bonuses to our frontline workers in recognition of their efforts to help ensure that patients around the world continued to receive essential medications uninterrupted. Employees were also provided with additional benefits during the COVID-19 pandemic, including expansion of Employee Assistance Program counseling and flexible work arrangements, among other supplemental benefit offerings in certain countries.  Despite the challenges presented by the global pandemic, we continued to serve the needs of patient access in 2020 . Mylan and Pfizer’s Upjohn division (and Viatris post-Combination) collectively sold approximately 85 billion doses of medicine across 165 countries and territories in 2020 on a full year basis. Our outstanding colleagues around the world maintained consistent supply of product to ensure continued patient access while also effectively managing the integration of two large companies. See pages 22-23 for additional selected highlights.  Reported 2020 compensation reflects three distinct programs. Viatris was formed in November 2020 after the Combination of Mylan and Upjohn. As a result, reported 2020 compensation must be viewed as a reflection of three distinct compensation programs: those of Mylan, Upjohn, and Viatris.  Our 2020 compensation tables include certain one-time, transaction-related payments. In 2020, certain one-time payments were made to support the successful combination of Mylan and Upjohn and to secure the ongoing services of our NEOs. These payments are reflected in the 2020 compensation tables but will not be part of the executive compensation program going forward. | | | |  Committed to Delivering Significant Shareholder Value  Unique global platform Unparalleled global reach and global network with sustainable, diverse, and differentiated portfolio  Performance- driven culture Focused on commercial execution, operational excellence, financial discipline, and corporate social responsibility  Global Healthcare Gateway ® innovative global infrastructure offers partners ready access to expanded markets as well as our organic development to fuel future growth  Execution roadmap to optimize total shareholder return Right internal conditions to maximize value creation with clear execution plan and disciplined capital deployment |

| The Viatris Compensation Committee took several actions responsive to shareholder feedback in developing its initial executive compensation program. Consistent with shareholder feedback, we eliminated all NEO excise tax gross-ups that otherwise would have carried forward from predecessor companies and froze or eliminated supplemental executive retirement benefits, among other actions described herein. See also pages 25-26.  In 2021, the Viatris Compensation Committee and Board implemented a new performance-based, shareholder-aligned compensation program. After closing of the Combination, we implemented a rigorous performance-based compensation program, with approximately 70% of executive target pay opportunity in the form of equity-based awards, and almost 60% of executive target pay opportunity tied to key, shareholder-aligned performance metrics. Our compensation program is designed to promote retention and motivate the senior leadership team to achieve rigorous performance goals that are closely tied to our strategy and which we believe will promote the creation of shareholder value. | | | | |

Introduction

Because Viatris first became a new public company in November 2020, this Compensation Discussion and Analysis (“CD&A”) includes disclosure of compensation related to three distinct programs: those of Viatris, Mylan and Upjohn.

Although Viatris is not a successor registrant of Mylan or Pfizer, we are presenting consolidated full-year compensation information with respect to the Viatris NEOs for 2020 consistent with applicable SEC regulations and to provide insight with respect to the full year as well as context for the Viatris compensation program moving forward.

Specifically, this CD&A includes a discussion of both pre-Combination compensation of our NEOs with Mylan or Pfizer, as applicable, and our NEOs’ post-Combination compensation with Viatris.

Notably, significant portions of the reported 2020 compensation include one-time transaction-related items that will not be components of the Viatris 2021 compensation program.

The reported compensation in this CD&A thus reflects three distinct corporate philosophies.

However, given that the Viatris compensation program will be the sole program following the closing of the Combination, we will focus on the philosophy governing Viatris’ compensation program, which will provide the most relevant context for our program going forward.

Viatris is a global healthcare company whose mission is to empower people worldwide to live healthier at every stage of life.

Viatris brings together some of the industry’s best talent and an unparalleled business platform in service to patients, regardless of their geography or circumstance.

We believe that the Company is uniquely positioned to deliver increased access to affordable, quality medicines for patients worldwide.

We believe that the combined company has industry leading R&D, medical, regulatory, manufacturing, supply chain, and commercial expertise complemented by an unequivocal commitment to quality and a global geographic footprint that is capable of delivering high-quality medicines to patients in more than 165 countries and territories.

Viatris’ sustainable, diverse, and differentiated portfolio comprises more than 1,400 approved molecules across a wide range of key therapeutic areas, including globally recognized iconic and key brands, generics, complex generics, and biosimilars.

Viatris operates manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms, and active pharmaceutical ingredients.

Viatris provides trusted, high-quality medicines that treat nine out of 10 of the World Health Organization’s (WHO) leading causes of death.

Additionally, Viatris is a leading provider of antiretrovirals to treat HIV/AIDS and other infectious diseases.

Roughly 40% of the more than 23 million people receiving treatment for HIV use our products, including 60% of the world’s HIV-positive children receiving treatment.

As the world’s healthcare needs evolve, we believe that the Viatris Global Healthcare Gateway

, where strategic capital investment priorities will be determined, will fuel our organic development of innovative products and offer partners ready access to expanded markets through an innovative global infrastructure that connects people around the world to the high-quality medicines and services they need.

Powered by our best-in-class manufacturing, scientific, and legal expertise and proven commercial capabilities with unparalleled reach, we believe the Global Healthcare Gateway

will pave the way for Viatris to be the Partner of Choice™ for those looking to expand access to their products, empowering more people worldwide to live healthier at every stage of life.


Viatris is headquartered in the United States, with global centers in Pittsburgh, Pennsylvania, Shanghai, China and Hyderabad, India.

Our Named Executive Officers

Our named executive officers (“NEOs”) for 2020 were:

| | • | | Robert J. Coury, Executive Chairman |

| | • | | Michael Goettler, Chief Executive Officer |

| | • | | Sanjeev Narula, Chief Financial Officer |

| | • | | Anthony Mauro, President, Developed Markets |

Selected Pre-Closing Highlights

2020 certainly was an unprecedented year for Mylan and the company’s outstanding colleagues around the world.

Even as supply chains were challenged like never before as a result of the COVID-19 pandemic, Mylan’s global workforce and the Company’s one-of-a-kind global platform were key to Mylan’s continued delivery of medicines to patients around the world, including numerous critically needed treatments (e.g., ICU drugs and anti-infectives).

Mylan supported our global colleagues by implementing various measures to protect their well-being, while also supporting public health efforts and taking action to help ensure that Mylan remained in a position of financial strength.

Additionally, Mylan’s commercial teams around the world deployed new virtual tools to maintain essential internal connectivity and continued strong levels of customer service.

In total, Mylan sold approximately 63.5 billion doses of medicines in 2020.

During 2020, Mylan management also prepared the organization for an effective and highly efficient integration, and the R&D and Regulatory teams continued to progress important work to advance the development and launch of more complex generics and biosimilars to complement Mylan’s broad product portfolio.

| --- | --- |

Certain information concerning securities authorized for issuance under equity compensation plans is contained in the discussion entitled “Equity Compensation Plan Information” in Item 12 of Part III of the Original Filing.

Security Ownership of Directors, Nominees and Executive Officers

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of April 25, 2022 by (i) each Viatris Director, (ii) each NEO, and (iii) all Directors and executive officers of Viatris Inc. as a group (based on 1,212,301,241 shares of common stock of Viatris Inc. outstanding as of such date).

For purposes of this table, and in accordance with the rules of the SEC, shares are considered “beneficially owned” if the person, directly or indirectly, has sole or shared voting or investment power over such shares.

A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of April 25, 2022.

To Viatris’ knowledge, the persons in the following table have sole voting and investment power, either directly or through one or more entities controlled by such person, with respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below.

The address for each beneficial owner listed in the table below is c/o Viatris Inc., 1000 Mylan Boulevard, Canonsburg, PA, 15317.

As noted above, each Non-Employee Director has five years from his or her start date to attain compliance with our Stock Ownership Guidelines.

In addition, each of our covered employees has five years to achieve minimum ownership requirements, as discussed in more detail in the Compensation Discussion & Analysis section of this document.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | | | Options Exercisable and Restricted Shares Vesting within 60 days | | | | Percent of Class | | |

| W. Don Cornwell | | | 22,197 | | | | — | | | | * | |

| Robert J. Coury | | | 1,061,659 | | | | 208,199 | | | | * | |

| JoEllen Lyons Dillon | | | 39,564 | (1) | | | 24,780 | | | | * | |

| Neil Dimick | | | 75,200 | | | | 24,780 | | | | * | |

| Michael Goettler | | | 137,155 | | | | — | | | | * | |

| Melina Higgins | | | 137,068 | (2) | | | 31,403 | | | | * | |

| James M. Kilts | | | 79,402 | | | | — | | | | * | |

| Harry A. Korman | | | 50,638 | | | | 26,504 | | | | * | |

| Rajiv Malik | | | 881,315 | (3) | | | 380,002 | | | | * | |

| Richard A. Mark | | | 33,165 | | | | 12,260 | | | | * | |

| Anthony Mauro | | | 240,865 | (4) | | | 172,024 | | | | * | |

| Sanjeev Narula | | | 22,378 | | | | — | | | | * | |

| Mark W. Parrish | | | 82,250 | | | | 24,780 | | | | * | |

| Ian Read | | | 14,497 | | | | — | | | | * | |

| Pauline van der Meer Mohr | | | 29,974 | | | | 13,949 | | | | * | |

| All directors and executive officers as a group (20 persons) | | | 3,085,085 | (5) | | | 1,037,763 | | | | * | |

| * | Less than 1%. |

| --- | --- |

| (1) | Includes 18 shares of common stock held by Ms. Dillon’s spouse. |

| --- | --- |

| (2) | Includes 74,000 shares of common stock held by Ms. Higgins’ spouse. |

| --- | --- |

| (3) | Includes 460,319 shares held in an irrevocable trust for the benefit of Mr. Malik’s spouse and children. |

| --- | --- |

| (4) | Includes 5,574 shares held in Mr. Mauro’s 401(k) account. |

| --- | --- |

| (5) | Includes the 15 individuals set forth above as well as Messrs. Campbell, Cuneo, Ni, Roman and Taddese. |

| --- | --- |

Based on a review of any transactions between Viatris and its Directors and executive officers, their immediate family members, and their affiliated entities, Viatris has determined that since the beginning of 2021, it was or is to be a participant in the following transactions in which the amount involved exceeds $120,000 and in which any of Viatris’ Directors, executive officers, or greater than five percent shareholders, or any of their immediate family members, had or will have a direct or indirect material interest:

The Coury Firm LLC (together with its predecessors, “TCF”) provides certain services to Viatris and its subsidiaries pursuant to a contract between Mylan Inc., a subsidiary of Viatris, and TCF.

The principals of TCF are brothers and a son of Robert J.

Coury, Executive Chairman, and TCF is beneficially owned by brothers and trusts on behalf of brothers and children of Mr. Coury.

TCF is in the business of providing strategic corporate benefits advice and services, among others.

Since approximately 1995, TCF and, in the past, other affiliated entities of TCF, served as the broker in connection with several of Mylan’s and, since the closing of the Combination, Viatris’ employee benefit programs.

Commencing on September 1, 2020, the parties extended their agreement through December 31, 2023 on substantially the same terms as their prior arrangement, which included a fixed base fee of $37,500 per month to be paid by Mylan to TCF, corresponding to the term of agreements negotiated with certain benefit plan carriers and capping payments over that time period.

However, where required by law, TCF will continue to receive commissions directly from certain other benefit plan carriers, and in 2021 and early 2022, received payments totaling approximately $285,000 in commissions for these services directly from the insurance carriers (including payments for 2020 business paid in 2021).

Angela Campbell, Mr. Campbell’s spouse and herself a related person of Viatris, held roles of increasing responsibility at Mylan Inc. since June 2007 and is currently serving as Head of Operations Strategic Initiatives at Viatris.

Ms. Campbell earned approximately $340,000 in compensation from Viatris in 2021 (consisting of base salary, an annual short-term incentive bonus, amounts realized from the exercise or vesting of long-term incentive awards and miscellaneous other benefits) and her compensation in 2022 is expected to be approximately $360,000 (consisting of base salary, an annual short-term incentive bonus, amounts realized from the exercise or vesting of long-term incentive awards and miscellaneous other benefits).

Mr. Malik is an executive officer of the Company and was party to an employment agreement with Mylan Inc., which contained standard indemnification provisions, and is currently party to a standard indemnification agreement with the Company.

The Company has made payments to counsel to Mr. Malik of approximately $1.2 million from January 1, 2021 through April 25, 2022 for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters.

The Company anticipates making additional payments of approximately $1.2 million in 2022 for ongoing services to be provided to Mr. Malik in connection with such matters.

Viatris anticipates additional payment, repayment or advancement of these and other expenses during the pendency of these matters and anticipates that it will make payments for any such claims.

Viatris has a written related party transactions policy that establishes guidelines for reviewing and approving, as appropriate, transactions involving any Director, nominee for Director, Section 16 Officer, person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, or person known by the Company to be an immediate family member of any such person in which (1) the amount involved will or may be expected to exceed $100,000; (2) Viatris or an affiliate of Viatris is or will be a participant; and (3) any related party has or will have a direct or indirect material interest.

The Board also annually reviews certain relationships and related party transactions as part of its assessment of each Director’s independence.

Director Independence

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, Mr. Dimick, Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, Mr. Parrish, and Ms. van der Meer Mohr are independent Directors under the applicable NASDAQ listing rules.

In making these determinations, the Board considered, with respect to Mr. Cornwell’s independence, that Mr. Cornwell’s son is a partner of PJT Partners (“PJT”), which served as a financial advisor to Mylan in connection with the Combination; PJT also served as Viatris’ financial advisor in connection with the Biocon Biologics Transaction.

Mr. Cornwell’s son was not involved in PJT’s work related to either the Combination or the Biocon Biologics Transaction.

With respect to Mr. Korman’s independence, the Board considered (a) Mr. Korman’s past employment by Mylan Inc. from 1996 through July 2014 and his prior consulting services for Mylan Inc. from July 2014 to July 1, 2015 and (b) that Mr. Korman’s son had a paid internship with a Mylan subsidiary during the summer of 2019.

With respect to Mr. Mark, the Board considered his prior service as a partner at Deloitte, Viatris’ independent registered public accounting firm.

The Board determined that any such past arrangements, transactions or relationships would not interfere with the exercise of independent judgment by Mr. Cornwell, Mr. Korman or Mr. Mark in carrying out his respective responsibilities as a Director of Viatris.

Messrs.

Coury, Goettler, Malik, and Read are not independent Directors under applicable NASDAQ listing rules.

| --- | --- |

In connection with the Combination, on November 19, 2020, the Audit Committee dismissed KPMG LLP as the Company’s independent registered public accounting firm and appointed Deloitte to serve in that role going forward.

Mylan is the accounting acquirer in the Combination, and Deloitte had served as Mylan’s independent registered public accounting firm since 1976.

As a result, the fees described below for 2020 relate to fees paid by Mylan to Deloitte prior to the Combination and fees paid by Viatris to Deloitte following the closing of the Combination on November 16, 2020.

Deloitte has audited Viatris’ financial statements for the fiscal years ended December 31, 2021 and 2020.

No relationships exist with Deloitte other than the usual relationship between such a firm and its client.

Details about the nature of the services provided by, and fees Viatris and Mylan paid to, Deloitte and affiliated firms for such services during 2021 and 2020 are set forth below.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | In Millions | | | | | | |

| | | 2021 | | | | 2020 | | |

| Audit Fees (1) | | | $12.29 | | | | $11.93 | |

| Audit Related Fees (2) | | | 0.19 | | | | 0.21 | |

| Tax Fees (3) | | | 0.27 | | | | 2.38 | |

| All Other Fees (4) | | | 0.10 | | | | — | |

| | | | | | | | | |

| Total Fees | | | $12.85 | | | | $14.52 | |

| (1) | Represents fees for professional services provided for the audit of the Company’s annual consolidated financial statements, the audit of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, reviews of the Company’s quarterly condensed consolidated financial statements, audit services provided in connection with other statutory or regulatory filings, and accounting, reporting and disclosure matters. |

| --- | --- |

| (2) | Represents fees for assurance services related to the audit of the Company’s annual consolidated financial statements, including statutory audits of certain of the Company’s subsidiaries, the audit of the Company’s employee benefit plans, comfort letters, certain SEC filings and other agreed-upon procedures. |

| --- | --- |

| (3) | Represents fees primarily related to tax return preparation, tax planning and tax compliance support services, as well as fees related to tax advice provided in connection with the Combination. |

| --- | --- |

| (4) | Represents fees related primarily to advisory services. |

| --- | --- |

Audit Committee Pre-Approval Policy

The Audit Committee has a policy regarding pre-approval of audit, audit-related, tax and other services that the independent registered public accounting firm may perform for Viatris.

Under the policy, the Committee must review and pre-approve on an individual basis any requests for audit, audit-related, tax and other services not covered by certain services pre-approved by the Committee up to certain amounts.

All services performed by Deloitte during 2021 and 2020 were pre-approved by the Audit Committee or, with respect to periods prior to November 16, 2020, the Mylan Audit Committee in accordance with their respective pre-approval policies.

PART IV

| --- | --- |

Exhibit Index

| | | |

| --- | --- | --- |

| 31.1 | | [Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312522134158/d307200dex311.htm) |

| | | |

| 31.2 | | [Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312522134158/d307200dex312.htm) |

| | | |

| 104 | | Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). |

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | |

| --- | --- | --- | --- | --- |

| Date: April 29, 2022 | | VIATRIS INC. | | |

| | | | | |

| | | By: | | /s/ Sanjeev Narula |

| | | | | Sanjeev Narula Chief Financial Officer (Principal Financial Officer) |

Appendix A

Reconciliations of

Non-GAAP

Financial Measures (Unaudited)

Adjusted EBITDA

Adjusted EBITDA for purposes of the 2021 annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2021 (“As reported”), except that the calculation for the incentive program utilized budgeted foreign exchange rates (“Adjusted for Currency Impact”).

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | December 31, 2021 | | | | | | |

| (in millions) | | As Reported | | | | Adjusted for Currency Impact | | |

| U.S. GAAP net loss | | | $(1,269.1 | ) | | | $(1,271.0 | ) |

| Add / (deduct) adjustments: | | | | | | | | |

| Net contribution attributable to equity method investments | | | 61.9 | | | | 61.9 | |

| Income tax provision (benefit) | | | 604.7 | | | | 603.2 | |

| Interest expense (a) | | | 636.2 | | | | 636.3 | |

| Depreciation and amortization (b) | | | 4,506.5 | | | | 4,502.7 | |

| EBITDA | | | $4,540.2 | | | | $4,533.1 | |

| Add adjustments: | | | | | | | | |

| Share-based compensation expense | | | 111.2 | | | | 111.2 | |

| Litigation settlements and other contingencies, net | | | 329.2 | | | | 328.7 | |

| Restructuring, acquisition related and other special items (c) | | | 1,445.5 | | | | 1,456.3 | |

| Adjusted EBITDA | | | $6,426.1 | | | | $6,429.3 | |

| (a) | Includes amortization of premiums and discounts on long-term debt. |