Item 15. Exhibits

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Exhibit Index

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.

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”).

Free Cash Flow

Free Cash Flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow (U.S. GAAP net cash provided by operating activities, less capital expenditures) (“As reported”), except that the calculation for 2021 annual incentive compensation further adjusts the publicly reported measure for unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, if any, and for proceeds from the sale of property, plant and equipment. For purposes of the 2021 three-year PRSUs, free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow, except that the calculation for the 2021 PRSUs further adjusts the publicly reported measure for unplanned litigation gains or losses equal to or greater than

A-1

$25 million in the aggregate, if any, for certain material asset sales, if any, and for proceeds from the sale of property, plant and equipment.

Gross Leverage Ratio, leverage or leverage ratio

Gross Leverage Ratio, leverage or leverage ratio for purposes of the 2021 PRSUs is measured at the end of the three year performance period in 2023 by calculating the Gross Leverage Ratio, leverage or leverage ratio as of year-end 2023. Such ratio is based on the sum of (i) Viatris’ adjusted EBITDA for 2023 and (ii) certain adjustments permitted to be included in Credit Agreement Adjusted EBITDA for such period pursuant to the Amended and Restated Revolving Credit Agreement, dated as of July 1, 2021, as amended, restated or replaced from time to time, as compared to Viatris’ total debt at notional amounts at the end of 2023. An illustrative reconciliation of the gross leverage ratio for 2021 is set forth below.

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2021 Free Cash Flow Guidance

Reconciliation of Estimated 2021 U.S. GAAP Net Cash Provided by Operating Activities to Free Cash Flow (from February 2021)

(

Unaudited, in millions

)

Reconciliation of Estimated 2021 U.S. GAAP Net Cash Provided by Operating Activities to Free Cash Flow (from November 2021)

(

Unaudited, in millions

)

2021 Adjusted EBITDA Guidance

The Company was not providing forward-looking guidance for U.S. GAAP net earnings (loss) or a quantitative reconciliation of its 2021 adjusted EBITDA guidance to the most directly comparable U.S. GAAP measure, U.S. GAAP net loss, because it was unable to predict with reasonable certainty the ultimate outcome of certain significant items, including integration and acquisition-related expenses, restructuring expenses, asset impairments, litigation settlements and other contingencies, such as changes to contingent consideration and certain other gains or losses, as well as related income tax accounting, because certain of these items had not occurred, were out of the Company’s control and/or could not be reasonably predicted without unreasonable effort. These items were uncertain, depended on various factors, and could have had a material impact on U.S. GAAP reported results for the guidance period.

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