Viatris (VTRS) 10-K/A risk factor changes: FY2022 vs FY2021

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

of the registrant as of June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $17,237,737,213.][added: $12,662,127,991.]

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

for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] originally filed on February [removed: 28, 2022] [added: 27, 2023] (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: 2021.][added: 2022.]

As used in this Amendment, unless the context requires otherwise, the [removed: “Company,” “Viatris,” “our,”] [added: “Company”, “Viatris”, “our”,] and “we” mean Viatris Inc. and its consolidated subsidiaries, “NASDAQ” means The NASDAQ Global Select Stock [removed: Market,] [added: Market] and “U.S. GAAP” means accounting principles generally accepted in the United States (“U.S.”).

On November 16, 2020, Viatris, formerly known as Upjohn 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 [removed: transaction.][added: transaction (the “Combination”).]

[removed: ASC] [added: Accounting Standards Codification] 805, Business Combinations

[removed: Such forward-looking statements may include, without limitation, statements about the 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] [added: strategic vision] and [removed: programs to Biocon Biologics in exchange for cash consideration] [added: potential divestitures] and [removed: a convertible preferred equity interest in Biocon Biologics (“Biocon Biologics Transaction”), statements about the Combination,] [added: acquisitions;] the benefits and synergies of [removed: the Combination] [added: acquisitions, divestitures] 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 policy and payments, [added: stock repurchases,] debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, 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.

[added: 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.

| | • | | the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with [removed: the Combination] [added: acquisitions, divestitures,] or its global restructuring [removed: program] [added: program,] within the expected timeframe or at all; |

| | • | | the possibility that the Company may be unable to [removed: achieve all] [added: realize the] intended benefits [removed: of] [added: of, or achieve the intended goals or outlooks with respect to,] its strategic initiatives; |

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

| | • | | the effect of any changes in the Company’s or its partners’ customer and supplier relationships and customer purchasing patterns, including customer loss and business disruption being greater than expected following [removed: the Combination;] [added: an acquisition or divestiture;] |

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

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

Investors and other readers are encouraged to review the related [added: U.S. GAAP financial measures and the reconciliations of the]

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

For the Year Ended December 31, [removed: 2021][added: 2022]

| [removed: [ITEM 10.](#toc307200_1)] [added: ITEM 10.] | | [Directors, Executive Officers and Corporate [removed: Governance](#toc307200_1)] [added: Governance](#toc487324_1)] | | | 1 | |

| [removed: [ITEM 11.](#toc307200_2)] [added: ITEM 11.] | | [Executive [removed: Compensation](#toc307200_2)] [added: Compensation](#toc487324_2)] | | | [removed: 20] [added: 23] | |

| [removed: [ITEM 12.](#toc307200_3)] [added: ITEM 12.] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc307200_3)] [added: Matters](#toc487324_3)] | | | [removed: 47] [added: 51] | |

| [removed: [ITEM 13.](#toc307200_4)] [added: ITEM 13.] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc307200_4)] [added: Independence](#toc487324_4)] | | | [removed: 50] [added: 53] | |

| [removed: [ITEM 14.](#toc307200_5)] [added: ITEM 14.] | | [Principal Accounting Fees and [removed: Services](#toc307200_5)] [added: Services](#toc487324_5)] | | | [removed: 51] [added: 55] | |

| [removed: [ITEM 15.](#toc307200_6)] [added: ITEM 15.] | | [removed: [Exhibits](#toc307200_6)] [added: [Exhibits](#toc487324_6)] | | | [removed: 53] [added: 56] | |

| [Appendix A — Reconciliations of Non-GAAP Financial Measures [removed: (Unaudited)](#toc307200_8)] [added: (Unaudited)](#toc487324_8)] | | | | | A-1 | |

UN

TED STATES

April 24, 2023 was 1,199,008,181.

As a result of the Combination, Viatris held the combined Upjohn Business and Mylan business and Mylan ceased to exist as a separate legal entity after merging with and into Mylan II B.V., an indirect wholly owned subsidiary of Viatris.

Such forward-looking statements may include, without limitation, statements about the goals or outlooks with respect to the Company’s strategic initiatives, including but not limited to the Company’s

two-phased

| | • | | impairment charges or other losses related to the divestiture or sale of businesses or assets; |

| [Signature](#toc487324_7) | | | | | 57 | |

UNITED STATES

| | | | | |

10-K/A

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 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 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”).

As a result of the Combination, Viatris holds the combined Upjohn Business and Mylan business.

Forward-looking statements may often be identified by the use

| | • | | the integration of Mylan and the Upjohn Business or the implementation of the Company’s global restructuring program being more difficult, time consuming or costly than expected; |

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

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

| | • | | the possibility that the Company may be unable to successfully integrate Mylan and the Upjohn Business or implement its global restructuring program; |

| | • | | operational or financial difficulties or losses associated with the Company’s reliance on agreements with Pfizer in connection with the Combination, including with respect to transition services; |

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

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

[removed: Executive Officers][added: Executive Officers]

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April [removed: 25, 2022:][added: 24, 2023:]

| [removed: Michael Goettler] [added: Scott A. Smith] | | [removed: 54] [added: 61] | | Chief Executive Officer (principal executive officer) |

| Rajiv Malik | | [removed: 61] [added: 62] | | President |

| Sanjeev Narula | | [removed: 61] [added: 62] | | Chief Financial Officer (principal financial officer) |

| Paul Campbell | | [removed: 55] [added: 56] | | Chief Accounting Officer and Corporate Controller (principal accounting officer) |

| Brian Roman | | [removed: 52] [added: 53] | | Global General Counsel |

| Andrew Cuneo | | [removed: 46] [added: 47] | | President, Japan, Australia and New Zealand (“JANZ”) [added: and Emerging Markets] |

| Anthony Mauro | | [removed: 49] [added: 50] | | President, Developed Markets |

| Xiangyang (Sean) Ni | | [removed: 53] [added: 54] | | President, Greater China |

| Robert J. Coury | | [removed: 61] [added: 62] | | Executive Chairman |

[added: Coury.] Mr. [removed: Goettler] [added: Coury] has served as Viatris’ [removed: Chief] Executive [removed: Officer (“CEO”)] [added: Chairman] since the closing of the Combination on November 16, 2020.

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

Additional details regarding Mr. [removed: Goettler’s] [added: Smith’s] background and experience can be found under the heading [removed: “Viatris] [added: “Viatris’] Board of Directors” on page [removed: 6.][added: 9.]

[removed: Rajiv Malik][added: Rajiv Malik.]

His responsibilities include [added: oversight of] the [added: day-to-day operations in those regions.]

[added: 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 [removed: and] [added: &] Development (“R&D”) and Operations.

Additional details regarding Mr. Malik’s background and experience can be found under the heading [removed: “Viatris] [added: “Viatris’] Board of Directors” on page [removed: 8.][added: 7.]

[removed: Sanjeev Narula][added: Sanjeev Narula.]

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

[removed: Paul Campbell][added: Paul Campbell.]

[added: 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.

[removed: 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: Brian Roman][added: Brian Roman.]

[removed: Andrew Cuneo][added: Andrew Cuneo.]

Mr. Cuneo has served as President, JANZ since the closing of the Combination on November 16, [removed: 2020.][added: 2020, and as President, JANZ and Emerging Markets since November 2022.]

From April 2017 until the closing of the Combination, Mr. Cuneo was Mylan’s [removed: President—Rest] [added: President — Rest] of World, with responsibility for executing on commercial objectives in more than 120 countries, including developed and emerging markets.

[removed: Anthony Mauro][added: Anthony Mauro.]

[removed: Xiangyang] [added: Xiangyang] (Sean) [removed: Ni][added: Ni.]

[added: His responsibilities include oversight of the day-to-day] operations in the region and overseeing the development and execution of the Company’s strategy in Greater China.

[added: Kilts.] Mr. [removed: Taddese] [added: Kilts] has served [removed: as President, Emerging Markets] [added: on the Board] since the closing of the Combination on November 16, 2020.

[removed: Robert] [added: Robert] J.

[removed: Coury][added: Coury.]

[added: Korman.] Mr. [removed: Coury] [added: Korman] has served [removed: as Viatris’ Executive Chairman] [added: on the Board] since the closing of the Combination on November 16, 2020.

Mr. Coury leads the [removed: Viatris Board, leads] [added: Board; oversees] the strategic direction of the Company with the Board and in collaboration with executive [removed: management,] [added: management;] advises the management team [added: on important ongoing business matters, including] as they execute on the Company’s strategy to drive value [removed: creation,] [added: creation] and [removed: leads Company strategy on highly complex] [added: to otherwise unlock value; oversees management’s execution of the business strategies approved by the Board; oversees executive talent management;] and [removed: strategic initiatives, while also ensuring] [added: ensures] robust [removed: 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 [removed: “Viatris] [added: “Viatris’] Board of Directors” [removed: on page 4.][added: below.]

Coury, [removed: Goettler,] [added: Smith,] and Malik are also members of the [removed: Viatris] Board.

[removed: Viatris] [added: Viatris’] Board of [removed: Directors][added: Directors]

Viatris’ Board currently consists of [removed: 13] [added: 12] directors.

| [removed: Name] [added: Name] | | [removed: Age (1)] [added: Age(1)] | | [removed: Other] [added: Other] Positions with Viatris and Principal [removed: Occupation] [added: Occupation] |

Scott A.

Smith.

Mr. Smith has served as Viatris’ Chief Executive Officer (“CEO”) since April 1, 2023.

Before his appointment as Chief Accounting Officer in November 2015, Mr. Campbell served as Mylan’s Senior Vice

leads Company strategy on highly complex matters and other strategic initiatives, while also ensuring robust board engagement with shareholders and other key stakeholders, among other responsibilities.

We believe that our directors represent a wide-range of backgrounds, skills and experience, including with respect to the optimization of shareholder value creation.

Robert J.

Under Mr. Coury’s leadership, Mylan

W.

She served from March 2013 to August 2017

From September 2022 to January 2023, Ms. Dillon was a member of the board of directors of World Wrestling Entertainment, Inc. (NYSE: WWE), an integrated media and entertainment company.

Elisha W.

Finney. Ms. Finney has served on the Board since December 2022.

Since November 2017, Ms. Finney has served on the board of directors of Mettler-Toledo International Inc. (NYSE: MTD), a leading global supplier of precision instruments and services, and serves as Chair of the Audit Committee.

She joined the board of directors of NanoString Technologies, Inc. (NASDAQ: NSTG), which develops, manufactures and markets technologies that unlock scientifically valuable and clinically actionable information from minute amounts of biological material, primarily for life science researchers in the fields of genomics and proteomics, in May 2017 and serves as Chair of that company’s Audit Committee.

Ms. Finney is also a member the board of directors of ICU Medical, Inc. (NASDAQ: ICUI), which develops, manufactures and sells innovative medical products used in infusion therapy, vascular access, and vital care applications, since January 2016, and serves as Chair of that company’s Nominating and Governance Committee and as a member of the Audit Committee.

Previously, she served on the boards of directors of iRobot Corporation (NASDAQ: IRBT) from January 2017 to November 2021, serving on the Audit and Compensation and Talent Committees; Cutera, Inc. (NASDAQ: CUTR) from October 2017 to June 2019, chairing the Audit Committee and serving on the Enterprise Risk Committee; Altera Corporation from September 2011 until December 2015, when the company was acquired by Intel Corporation, where she served as Chair of the Audit Committee; and Thoratec Corporation from July 2007 to May 2013, where she served as Chair of the Audit Committee.

Ms. Finney is a former public company executive officer who most recently served at Varian Medical Systems, Inc. as Executive Vice President and Chief Financial Officer from February 2012 until her retirement in May 2017 where she oversaw corporate accounting, corporate communications and investor relations, internal audit, risk management, tax and treasury, and corporate information systems.

The Board has, in accordance with its Corporate Governance Principles, approved Ms. Finney’s concurrent service on the Audit Committee and the audit committees of more than two other public companies and determined that such service does not impair her ability to effectively serve on the Audit Committee.

Financial Inc. (NYSE: GNW) (“Genworth”), an insurance company.

From August 2021 to January 2023, Mr. Kilts served as co-Chief Executive Officer of Conyers Park III Acquisition Corp. (NASDAQ: CPAAU, CPAA, CPAAW), a special purpose acquisition company, following which he serves in a special advisory role to the company’s board to, among other responsibilities, identify and evaluate businesses for a potential business combination.

He has also played a leading role in integrating the two legacy companies while stabilizing the business in its first two years of operation.

Mr. Parrish serves as president of the International Federation of

Scott A.

In February 2023, the Board appointed him as CEO, effective April 1, 2023.

Mr. Smith most recently served as President of BioAtla, Inc. (“BioAtla”), a global biotechnology company focused on the development of Conditionally Active Biologics™ antibody therapeutics, from 2018 to February 2023.

At BioAtla, Mr. Smith built a clinical development structure that moved multiple assets from investigational new drug applications into late stage clinical development, drove the company’s long-term strategic operational plan and led all business development activities, among other responsibilities.

Prior to joining BioAtla, Mr. Smith was an executive at Celgene Corporation, a global biopharmaceutical company, from 2008 to 2018, rising up the ranks from SVP and Global Head of Immunology to President of Inflammation and Immunology and then, beginning in 2017, President and Chief Operating Officer where he led the company’s oncology, inflammation and immunology franchise, commercial operations and clinical development, among other responsibilities.

Mr. Smith has served on the board of directors of BioAtla (NASDAQ: BCAB) since July 2020, is chairman of the board of Triumvira Immunologics, Inc. and has served on that company’s board since June 2018, and he became a member of the Apexigen, Inc. (NASDAQ: APGN, APGNW) board in September 2019 and currently serves on that company’s Compensation and Corporate Governance and Nominating Committees, and has served on the board of directors of Refuge Biotechnologies, Inc. since October 2018.

Mr. Smith previously served on the boards of directors of Titan Pharmaceuticals, Inc. (NASDAQ: TTNP), chairing the Compensation and Nominating and Governance Committees; and as Chairman of F-star Therapeutics, Inc., serving on that company’s Audit and Nominating and Corporate Governance Committees.

The Board has, in accordance with its Corporate Governance Principles, approved Mr. Smith’s concurrent service as an executive officer of a public company and on more than one other public company board of directors and determined that it will not impair his ability to effectively serve on the Board.

Since January 2023, she has served on the Supervisory Board of Nationale- Nederlanden N.V. (AMS: NN), an international financial services company, and is a member of its Remuneration and Nomination and Corporate Governance Committees.

Corporate Governance Committee, until her retirement from this board in April 2022.

Elisha W.

Finney, Scott A.

Kilts) and certain persons designated by Mylan (including JoEllen Lyons Dillon, Melina Higgins, Harry A.

Korman, Rajiv Malik, Richard A.

The Board believes it should have the flexibility to select the structure of Board leadership best suited to meet the needs of the Company and our shareholders, including based on the particular opportunities, circumstances, or challenges confronting the Board and the Company at any given time.

Accordingly, our governance documents provide the Board with the flexibility to select the most appropriate Board leadership structure.

This flexibility benefits the Company and its shareholders because the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the Company’s leadership team, strategy, challenges, and opportunities over time.

| --- | --- |

| | | | | |

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

Michael Goettler

day-to-day

He is responsible for oversight of the

Before his

His responsibilities include oversight of the

operations in the region.

His responsibilities include oversight of

Menassie Taddese

operations in the segment, including leading the segment’s commercial team and establishing and executing on the

Company’s strategy.

From October 2018 until the closing of the Combination, Mr. Taddese served as Regional President, Emerging Markets at Pfizer’s Upjohn division, with commercial responsibility for the Upjohn Business across the segment.

From December 2017 until October 2018, Mr. Taddese served as Regional President for Pfizer’s Essential Health business in Africa and the Middle East, with responsibility for Pfizer’s established portfolio business throughout the region.

Prior to that role, he served as Regional Lead and General Manager from January 2016 until November 2017, with responsibility for Pfizer’s Innovative Health Business in Africa and the Middle East.

Previously, Mr. Taddese held a number of senior roles at Pfizer, including Vice President, Chief Financial Officer, Global Innovative Pharma North America from January 2014 until December 2015, and Vice President and Chief Financial Officer, US Primary Care from April 2011 to December 2013.

| Ian Read | | 68 | | Operating Executive at The Carlyle Group; Retired Executive Chairman, Pfizer |

| (2) | C.P.A. distinction is “inactive” status. |

non-executive

Chairman in June 2016.

As

COVID-19

pandemic and oversight of work related to the Combination.

W.

Mr. Cornwell served on the Pfizer

Previously, Ms. Dillon had an almost

25-year

Neil Dimick, C.P.A.

Mr. Dimick has served on the board of directors of Resources Connection, Inc. (NASDAQ: RECN) since November 2003, and chairs its Audit Committee and serves on its Compensation Committee.

Mr. Dimick previously served as a Director of Mylan from 2005 until the closing of the Combination, most recently chairing the Audit Committee and serving as a member of the Executive, Finance, and Risk Oversight Committees.

Mr. Dimick served as Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation (NYSE: ABC), a wholesale distributor of pharmaceuticals, from 2001 to 2002.

From 1992 to 2001, he was Senior Executive Vice President and Chief Financial Officer of Bergen Brunswig Corporation, a wholesale drug distributor.

Prior to that, Mr. Dimick was a Partner with Deloitte & Touche LLP (“Deloitte”) for eight years.

Mr. Dimick also served on the boards of directors of WebMD Health Corp. from 2005 to September 2017; Alliance HealthCare Services, Inc. from 2002 to August 2017; and Thoratec Corporation from 2003 to October 2015.

| * | C.P.A. distinction is “inactive” status. |

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, among other responsibilities.

From January 2019 until the closing of the Combination, Mr. Goettler was the Group President of Pfizer’s Upjohn division, where his responsibilities included leading the division’s performance and strategy, including commercial, R&D, operations and enabling functions.

From July 2018 until December 2018, Mr. Goettler served as Executive Vice President, Established Products Division, which subsequently became Upjohn.

Mr. Goettler also served as Global President of Pfizer Inflammation & Immunology from January 2018 until June 2018; Global President of Pfizer’s Rare Disease Business from January 2016 until December 2017; Global Commercial Officer, Senior Vice President for Pfizer’s Global Innovative Pharma Business from January 2014 until December 2015; and Regional President, Europe for Pfizer Specialty Care and Chair of the European Management Team from June 2012 until December 2013.

[removed: Compensation] [added: Compensation] Discussion and [removed: Analysis][added: Analysis]

This Compensation Discussion and Analysis (“CD&A”) describes the [removed: compensation] [added: compensation, which continues to be closely linked to the Company’s performance objectives,] of our Named Executive Officers (“NEOs”) for [removed: 2021.][added: 2022.]

Our [added: Continued] Performance-Based Approach to [removed: 2021] Compensation

[removed: For 2021, Viatris reported] [added: | | • | | Reported total revenues of $16.26 billion;] U.S. GAAP net [removed: loss] [added: earnings] of [removed: $1.3 billion,] [added: $2.08 billion; adjusted EBITDA of $5.78 billion;] U.S. GAAP net cash provided by operating activities of [removed: $3.0 billion, adjusted EBITDA of $6.4 billion,] [added: $2.95 billion;] and free cash flow of [removed: $2.6] [added: $2.55] billion. [added: |]

[removed: As described in more detail below, our 2021] [added: Our 2022 compensation] program [removed: consists] [added: consisted] of base salary, performance-based annual incentive awards, and performance-based long-term incentive awards subject to financial metrics and a relative [removed: TSR] [added: total shareholder return (“TSR”)] modifier.

There is strong alignment of pay and performance in our program, with approximately [removed: 70%] [added: 71%] of total target compensation delivered in the form of long-term equity and approximately [removed: 60%] [added: 63%] of total target compensation subject to performance conditions.

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

| [removed: Adjusted EBITDA*] | [added: •] | [added: | Adjusted EBITDA (40% Weighting):] 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 [removed: management] [added: management.] |

| [removed: Free Cash Flow*] | [added: •] | [added: | Free Cash Flow (40% Weighting):] 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 [removed: shareholders] [added: shareholders.] |

| [removed: Global Regulatory Submissions] | [added: •] | [added: | Global Regulatory Submissions (20% Weighting):] 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 [removed: supports] [added: support] 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 [removed: ESG sustainability] [added: ESG/sustainability] metrics in the future. |

[removed: Pay-For-Performance][added: 2022 Pay-for-Performance Pay Mix]

[removed: Short-term incentive compensation][added: 2022 Long-Term Incentive Compensation Programs]

[added: Short-term incentive compensation] comprised approximately 17% of [removed: 2021] [added: 2022] NEO target total compensation.

In [removed: 2021,] [added: 2022,] our management team’s operational execution resulted in short-term incentive payouts above target.

Drivers of our [removed: 2021] [added: 2022] short-term incentive results included:

| | • | | [removed: Above target] [added: Above-target] adjusted EBITDA and free cash flow for short-term incentive compensation purposes, driven by the focus and efforts of the Company’s [removed: management,] [added: management and the] success of the Company’s cash optimization [removed: 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.] [added: efforts.] For more information on and the differences between how adjusted EBITDA and free cash flow are calculated for purposes of the Company’s [removed: 2021 performance metrics] [added: 2022 short-term incentive compensation] and public reporting purposes, see “Elements of [removed: 2021] [added: 2022] Compensation [removed: – 2021] [added: — 2022] Annual Incentive Compensation Program [removed: –] [added: —] Annual Incentive Compensation Payouts for [removed: 2021” on pages 28 to 29 and “Elements of 2021 Compensation – 2021 Long-Term Incentive Compensation Programs – 2021 Three-Year PRSU Performance Metrics”] [added: 2022”] on [removed: pages 29 to] [added: page] 30. |

[removed: Long-term incentive compensation][added: *Long-Term Incentive Compensation Grants for 2022*]

[removed: Selected] [added: Selected] Highlights [added: and Recent Developments]

Financial [added: and Operational] Performance

| | • | | [removed: Forbes as one] [added: Forbes® annual list] of the “World’s Best [removed: Employers”.] [added: Employers” for the second year in a row.] |

[removed: Executive] [added: Executive] Compensation [removed: Philosophy][added: Philosophy]

The Compensation Committee’s and Board’s compensation philosophy for [removed: 2021] [added: 2022] reflects the Company’s [added: continued] focus on a performance-based, shareholder-value-focused business model and is intended to help ensure that Viatris continues to attract and retain high-performing executives given the highly competitive market for executive talent.

| | • | | [removed: Attract,] [added: Attract,] Motivate, and Retain Highly-Skilled [removed: Executives.] [added: Executives.] In order to attract and retain the leaders needed to drive execution of our ambitious goals, we provided market competitive compensation with an emphasis on performance-based, long-term incentives. We designed our compensation program to help ensure that the Company, 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 basis in a highly competitive market for talent. |

| | • | | [removed: Align] [added: Align] with Shareholder [removed: Interests.] [added: Interests.] We aligned executive compensation with shareholder interests by linking pay to the Company’s stated strategic priorities, long-term performance, and share price appreciation, including through the use of a relative TSR modifier for PRSUs in our long-term incentive plan and robust share ownership requirements [removed: (See “Viatris 2021] [added: (see “2022] Share Ownership Requirements” on page [removed: 32).] [added: 34).] We believe this linkage helps drive long-term performance and encourages decision making to foster share price appreciation. |

| | • | | [removed: Drive] [added: Drive] Company [removed: Performance.] [added: Performance.] As described in more detail on pages [removed: 20] [added: 23] to [removed: 22,] [added: 24,] our [removed: 2021] [added: 2022] compensation program was designed with metrics carefully linked to our business strategies and financial goals. If the Company does not meet its short and long-term objectives, executive pay is meaningfully impacted. [removed: See the chart on page 21 for more information about how our metrics tie to our strategy.] |

[removed: 2021] [added: 2022] Performance-Based Compensation [removed: Program][added: Program]

[removed: 2021] [added: Director] Compensation Structure for [removed: NEOs][added: 2023]

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

| Michael [removed: Goettler] [added: Goettler(2)] | | | $1,300,000 | | | | [removed: 150%] [added: $1,950,000] | | | | [removed: 700%] [added: $9,100,000] | | [added: | | $12,350,000 | |]

| Rajiv Malik | | [added: $] | [removed: $1,200,000] [added: 4,680,000] | | | [added: $] | [removed: 125%] [added: 2,520,000] | | | | [removed: 600%] [added: $7,200,000] | |

| Sanjeev Narula | | | $800,000 | | | | [removed: 100% | | | | 350%] [added: $850,000] | |

| Robert J. Coury | | [added: $] | [removed: $1,800,000] [added: 7,020,000] | | | [added: $] | [removed: 150%] [added: 3,780,000] | | | [added: $] | [removed: 600%] [added: 10,800,000] | |

In setting [added: annual and long-term incentive] performance goals, the Compensation Committee considered a broad variety of data, including [added: potential divestitures,] industry forecasts, internal projections, demographic [removed: data, advice from outside advisors, benchmarking data, and the Company’s annual operating plan and strategies.]

The Compensation Committee also considered the variability and cyclicality of the business, noting that targets may increase or decrease from [removed: year to year] [added: year-to-year] due to factors impacting the business, such as market conditions, the regulatory environment, timing of product approvals, and both immediate and long-term strategic priorities of the business.

[added: Although] the [added: targets may vary from year-to-year, the] Compensation Committee is committed to maintaining high levels of rigor and motivational impact on the executive team and aligning with the Company’s [removed: long-][added: long-term strategy for sustainable business development and its goal of creating value for shareholders.]

The 2021 [added: and 2022] compensation [removed: year] reflects the first full [removed: year] [added: years] of Viatris’ simplified [added: performance-based compensation program.]

[removed: 2021] [added: 2022] Total Target Compensation

The chart below shows the target total direct compensation opportunity for each of our NEOs in [removed: 2021.][added: 2022.]

| [removed: NEO] [added: NEO] | | [removed: Base Salary] [added: Base Salary] | | | | [removed: Target Annual Incentive] [added: Target Annual Incentive] | | | | [removed: Target Long-Term Incentive] [added: Target Long-Term Incentive] | | | | [removed: 2021] [added: 2022] Total [removed: Target Compensation (1)] [added: Target Compensation(1)] | | |

| Michael Goettler | | | [removed: $1,300,000] [added: 150] | [added: %] | | | $1,950,000 | | [removed: | | $9,100,000 | | | | $12,350,000 | |]

Strong Say-on-Pay Support in 2022

Our shareholders expressed strong support for our compensation programs at our 2022 Annual Meeting, and we received approximately 90.7% approval for our shareholder advisory vote regarding executive compensation.

We believe this result is an endorsement of the Company’s compensation philosophy and our focus on a performance-based, shareholder-value-focused business model that is intended to help ensure that Viatris continues to attract and retain high-performing executives.

We believe that the say-on-pay support in 2022 is evidence of our responsiveness to shareholder feedback, and we will continue to engage regularly with shareholders for their input.

Conclusion of Certain Legacy Compensation Payouts and Future Commitments

Impact of Legacy Matters on 2022 Compensation.

The Summary Compensation Table for 2022 reflects certain legacy retention payments for Messrs.

Malik and Mauro relating to their legacy Transition and Succession Agreements with Mylan Inc. that were previously disclosed in the Company’s 2021 and 2022 proxy statements (among other filings).

To incentivize Mr. Malik and Mr. Mauro to remain with Viatris in light of their importance to the launch, integration, leadership, and operation of Viatris, as well as development and execution of strategies going forward, and because of their existing Transition and Succession Agreement severance rights, Viatris entered into a retention agreement with each pursuant to which each earned the value of the separation benefit under his respective Transition and Succession Agreement.

Demonstration of Our Commitment.

Although it is common among peer companies, we did not provide a cash-based retention award to Mr. Smith, who joined Viatris as CEO in April 2023.

In doing so, we believe our Compensation Committee demonstrated its willingness to accept feedback from shareholders in making executive compensation determinations.

Viatris has carefully selected its compensation-related performance metrics to align with the strategic priorities that the Company has previously outlined to its shareholders.

When it was formed in November 2020, Viatris laid out a clear and deliberate strategy to build a highly diversified company with multiple capabilities spanning numerous geographies and therapeutic areas.

Under the leadership of the Board along with management, we established a two-phased roadmap that detailed and emphasized our strategic priorities to deliver value to our shareholders.

In Phase 1 of its strategy (2020-2023), the Company has focused on commercial performance and profitability to generate strong cash flows that could be used to return capital to shareholders.

Phase 1 also includes a global reshaping initiative designed to stabilize the business, unlock trapped value and provide the financial flexibility to deliver on our vision.

Phase 1 has focused on building a strong foundation and setting us up for Phase 2 (2024 and beyond), which is expected to be a period of renewed growth and leadership in our sector.

Summary of 2022 Incentive Compensation Pay Outcomes

| | • | | Above-target global product submissions, across broad and therapeutic-area agnostic product categories, driven by the strength of the Company’s development programs and successful acceleration of certain additional submissions. |

Long-term incentive compensation. Performance-based restricted stock units (“PRSUs”) are subject to a free cash flow metric and relative market performance metric (i.e., relative TSR using the S&P 500 Pharmaceutical Index, which is used as a modifier to determine the final payout percentage) over a three-year time period.

Eastern Time) on April 21, 2023, any payouts of PRSUs vesting in 2024 would be automatically reduced by 30%.

For more information on and the differences between how free cash flow is calculated for purposes of the Company’s 2022 long-term incentive compensation and public reporting purposes, see “Elements of 2022 Compensation — 2022 Long-Term Incentive Compensation Programs — 2022 Three-Year PRSU Performance Metrics” on pages 31 and 32.

Viatris’ management continues to execute on the strategic priorities outlined to shareholders and led the Company in achieving several notable accomplishments in 2022.

In 2022, Viatris delivered another four quarters of consistent, solid operational performance across all segments.

The Company:

| | • | | Captured an additional approximately $250 million (approximately $750 million since the beginning of 2021) in synergies due to integration efforts. |

| | • | | Paid down approximately $3.3 billion of debt, exceeding the 2022 target of approximately $2 billion. |

| | • | | Exited substantially all transition services agreements with Pfizer. |

| | • | | Increased the quarterly dividend payment to $0.12 per share. |

| | • | | Paid approximately $580 million in dividends. Since the beginning of 2021, the Company has returned nearly $1 billion to shareholders through dividend payments. |

| | • | | Completed approximately $250 million in share repurchases in January and February 2023 as part of its previously announced $1 billion stock repurchase program that the Board authorized. |

| | • | | Completed the Biocon Biologics Transaction; received a $2 billion cash payment, adjusted as set forth in the agreement, and approximately $1 billion of compulsory convertible preferred shares representing a stake of approximately 12.9% (on a fully diluted basis) in Biocon Biologics. |

| | • | | Established an eye care division in early 2023 in conjunction with the acquisitions of Oyster Point Pharma and Famy Life Sciences. |

The Company has industry-leading science, regulatory and manufacturing capabilities complemented by a strong commitment to quality and an unparalleled geographic footprint to deliver high-quality medicines.

This includes more than 3,000 scientists and medical professionals working across 12 development centers globally in multiple technology platforms and therapeutic areas, coupled with in-country regulatory expertise in 55 markets.

In 2022, Viatris advanced key development programs across complex injectables, novel products, complex generics, as well as progressing its efforts to establish a Phase III-ready eye care pipeline.

The Company:

| | • | | Announced positive top-line results for the GA Depot Phase III clinical trial with partner Mapi Pharma. |

| | • | | Received U.S. Food and Drug Administration (“FDA”) approvals of Fingolimod and Levothyroxine Oral Solution. |

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.

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

| | | |

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

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 |

| 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 |

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

Philosophy: 2021 Incentive Compensation Summary

[](#toc)

| | • | | 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

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:

Creating a New Kind of Healthcare Company

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

one-of-a-kind

global platform.

A few of our key accomplishments to date — which have been achieved while also maintaining business continuity and strong customer service levels — include:

| | • | | Uniting Upjohn and Mylan colleagues located in 59 markets globally into Viatris’ Human Relations management system; |

| | • | | Reaching our year 1 synergy target (approximately $500 million in cost synergies) through actions focused on cost of goods, selling, general and administrative expenses, cost avoidance, and restructuring; |

| | • | | Developing a comprehensive Transition Service Agreements (TSA) exit strategy relating to the Combination; and |

| | • | | Beginning to implement an integrated management reporting system and Enterprise Resource Planning (ERP) capabilities that will enable the Company to combine and enhance insights in support of our new business model and will, we believe, provide for a smooth ERP TSA exit. |

Since launch, Viatris has delivered four quarters of consistent, solid performance.

In 2021, Viatris:

| | • | | Met or exceeded its initial financial guidance announced in February 2021 for Total Revenues, Adjusted EBITDA and Free Cash Flow 2 . |

Security Ownership of Directors, [removed: Nominees] [added: NEOs] and Executive Officers

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of April [removed: 25, 2022] [added: 24, 2023] by (i) each Viatris Director, (ii) each NEO, and (iii) all Directors and executive officers of Viatris Inc. as a group (based on [removed: 1,212,301,241] [added: 1,199,008,181] shares of common stock of Viatris Inc. outstanding as of such date).

A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of April [removed: 25, 2022.][added: 24, 2023.]

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 [removed: respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below.]

| [removed: Name] [added: Name] of Beneficial [removed: Owner] [added: Owner] | | [removed: Amount and Nature of Beneficial Ownership] [added: Amount and Nature of Beneficial Ownership] | | | | [removed: Options Exercisable and Restricted Shares Vesting within] [added: Options Exercisable and Restricted Shares Vesting within] 60 [removed: days] [added: days] | | | | [removed: Percent] [added: Percent] of [removed: Class] [added: Class] | | |

| W. Don Cornwell | | | [removed: 22,197] [added: 42,510] | | | | — | | | | * | |

| JoEllen Lyons Dillon | | | [removed: 39,564] [added: 59,877] | (1) | | | 24,780 | | | | * | |

| Melina Higgins | | | [removed: 137,068] [added: 157,381] | [removed: (2)] [added: (3)] | | | 31,403 | | | | * | |

| James M. Kilts | | | [removed: 79,402] [added: 98,590] | | | | — | | | | * | |

| Harry A. Korman | | | [removed: 50,638] [added: 70,951] | | | | 26,504 | | | | * | |

| Richard A. Mark | | | [removed: 33,165] [added: 53,478] | | | | 12,260 | | | | * | |

| Sanjeev Narula | | | [removed: 22,378] [added: 73,877] | | | | — | | | | * | |

| Mark W. Parrish | | | [removed: 82,250] [added: 102,563] | | | | 24,780 | | | | * | |

| Pauline van der Meer Mohr | | | [removed: 29,974] [added: 40,245] | | | | 13,949 | | | | * | |

| All directors and executive officers as a group [removed: (20 persons)] [added: (18 persons)(6)] | | | [removed: 3,085,085] [added: 3,624,728] | [removed: (5)] | | | [removed: 1,037,763] [added: 1,041,433] | | | | * | |

| [removed: *] [added: *] | [removed: Less] [added: *Less] than [removed: 1%.] [added: 1%.*] |

| [removed: (1)] [added: *(1)*] | [removed: Includes] [added: *Includes] 18 shares of common stock held by Ms. Dillon’s [removed: spouse.] [added: spouse.*] |

| [removed: (2)] [added: *(3)*] | [removed: Includes] [added: *Includes] 74,000 shares of common stock held by Ms. Higgins’ [removed: spouse.] [added: spouse.*] |

| [removed: (3)] [added: *(4)*] | [removed: Includes] [added: *Includes] 460,319 shares held in an irrevocable trust for the benefit of Mr. Malik’s spouse and [removed: children.] [added: children.*] |

| [removed: (4)] [added: *(5)*] | [removed: Includes] [added: *Includes] 5,574 shares held in Mr. Mauro’s 401(k) [removed: account.] [added: account.*] |

| [removed: (5)] [added: *(6)*] | [removed: Includes] [added: *Includes] the [removed: 15] [added: 14] individuals [added: other than Mr. Goettler] set forth above as well as Messrs. Campbell, Cuneo, Ni, [removed: Roman] and [removed: Taddese.] [added: Roman.*] |

The following table lists the names and addresses of shareholders known to management to own beneficially more than five percent of the shares of common stock of Viatris as of April [removed: 25, 2022] [added: 24, 2023] (based on [removed: 1,212,301,241] [added: 1,199,008,181] shares of common stock of Viatris Inc. outstanding as of such date):

| [removed: Name] [added: Name] and Address of Beneficial [removed: Owner] [added: Owner] | | [removed: Amount and Nature] [added: Amount and Nature] of [removed: Beneficial Ownership] [added: Beneficial Ownership] | | | | [removed: Percent of Class] [added: Percent of Class] | | |

| The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 | | | [removed: 131,074,042] [added: 149,318,666] | (1) | | | [removed: 10.81%] [added: 12.5%] | |

| BlackRock, Inc., 55 East 52nd Street, New York, NY 10055 | | | [removed: 86,554,658] [added: 93,214,306] | (2) | | | [removed: 7.14%] [added: 7.8%] | |

| [removed: (1)] [added: *(1)*] | [removed: Based] [added: *Based] on the Schedule [removed: 13G] [added: 13G/A] filed by The Vanguard Group with the SEC on February [removed: 10, 2022,] [added: 9, 2023,] The Vanguard Group has sole voting power over 0 shares of common stock, shared voting power over [removed: 1,934,699] [added: 1,715,541] shares of common stock, sole dispositive power over [removed: 126,099,047] [added: 144,160,776] shares of common stock and shared dispositive power over [removed: 4,974,995] [added: 5,157,890] shares of common [removed: stock.] [added: stock.*] |

| [removed: (2)] [added: *(2)*] | [removed: Based] [added: *Based] on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on [removed: February 3, 2022,] [added: January 31, 2023,] BlackRock, Inc. has sole voting power over [removed: 76,993,236] [added: 84,252,775] shares of common stock, shared voting power over 0 shares of common stock, sole dispositive power over [removed: 86,554,658] [added: 93,214,306] shares of common stock and shared dispositive power over 0 shares of common [removed: stock.] [added: stock.*] |

respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below.

| Robert J. Coury | | | 1,174,515 | | | | 204,963 | | | | * | |

| Elisha W. Finney | | | — | | | | — | | | | * | |

| Michael Goettler(2) | | | 321,653 | | | | — | | | | * | |

| Rajiv Malik | | | 1,111,815 | (4) | | | 408,292 | | | | * | |

| Anthony Mauro | | | 345,904 | (5) | | | 181,908 | | | | * | |

| Scott A. Smith | | | — | | | | — | | | | * | |

| *(2)* | *Mr. Goettler ceased to serve as the Company’s CEO and ceased to serve on the Board effective as of April 1, 2023.* |

| State Street Corporation, State Street Financial Center, One Lincoln Street, Boston, MA 02111 | | | 61,903,672 | (3) | | | 5.2% | |

| --- | --- |

| *(3)* | *Based on the Schedule 13G filed by State Street Corporation with the SEC on February 7, 2023, State Street Corporation has sole voting power over 0 shares of common stock, shared voting power over 55,918,143 shares of common stock, sole dispositive power over 0 shares of common stock and shared dispositive power over 61,896,570 shares of common stock.* |

| --- | --- |

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

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

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

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

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

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

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 [removed: 2021,] [added: 2022,] 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:

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

Since approximately 1995, [removed: TCF] [added: The Coury Firm LLC (together with its predecessors, “TCF”)] and, in the past, other affiliated entities of TCF, [removed: served] [added: has been serving] as the broker [added: of record] in connection with several of Mylan’s and, since the closing of the Combination, Viatris’ employee benefit programs.

However, where required by law, TCF will continue to receive commissions directly from certain other benefit plan carriers, and in [removed: 2021] [added: 2022] and early [removed: 2022,] [added: 2023,] received payments totaling approximately [removed: $285,000] [added: $165,000] in commissions for these services directly from the insurance carriers (including [removed: 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 [removed: is currently serving] [added: most recently served] as Head of Operations Strategic Initiatives [removed: at Viatris.][added: until her departure effective December 31, 2022.]

Ms. Campbell earned approximately [removed: $340,000] [added: $360,000] in compensation from Viatris in [removed: 2021] [added: 2022] (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 [removed: her compensation] in [removed: 2022 is expected to be approximately $360,000 (consisting of base salary,] [added: 2023 will receive] an annual short-term [added: cash] incentive [removed: bonus, amounts realized from the exercise or vesting] [added: bonus] of [removed: long-term incentive awards] [added: approximately $93,000 related to work performed in 2022] and [removed: miscellaneous other benefits).][added: standard Company severance payments of approximately $166,000.]

The Company has made payments to counsel to Mr. Malik of approximately [removed: $1.2 million] [added: $650,000] from January 1, [removed: 2021] [added: 2022] through April [removed: 25, 2022] [added: 24, 2023] for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters.

The Company anticipates making additional payments of approximately [removed: $1.2 million] [added: $500,000] in [removed: 2022] [added: 2023] for ongoing services to be provided to Mr. Malik in connection with such matters.

Viatris has a written related party transactions policy that establishes guidelines for reviewing and approving, as appropriate, transactions involving any Director, nominee for Director, [removed: Section] [added: “officer” (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Section] 16 [removed: Officer,] [added: 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.

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, [removed: Mr. Dimick,] Ms. [added: Finney, 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 [removed: is] [added: was] a partner of PJT Partners [removed: (“PJT”), which served as] [added: (“PJT”) until January 2023 when he became] a [removed: financial advisor to Mylan in connection with the Combination; PJT also served as Viatris’ financial advisor in connection with the Biocon Biologics Transaction.][added: member of its board of directors.]

Coury, [removed: Goettler,] Malik, and [removed: Read] [added: Smith] are not independent Directors under applicable NASDAQ listing rules.

payments for 2021 business paid in 2022).

The parties expect to extend the agreement on substantially the same terms prior to its expiration.

Upon her departure, all of her unvested equity awards were forfeited.

PJT served as a financial advisor to Mylan in connection with the Combination and the Biocon Biologics Transaction.

Viatris’ Board had previously determined that Mr. Dimick, who served on the Board until December 28, 2022, was independent under the applicable NASDAQ listing rules.

Mr. Goettler, who served on the Board until April 1, 2023, and Mr. Read, who served on the Board until December 28, 2022, were not independent Directors under applicable NASDAQ listing rules.

Deloitte [removed: has] [added: served as Viatris’ independent registered public accounting firm during 2022 and 2021 and] audited Viatris’ financial statements for the fiscal years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Details about the nature of the services provided by, and fees Viatris [removed: and Mylan] paid to, Deloitte and affiliated firms for such services during [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are set forth below.

| | | [removed: In Millions] | | | | [added: In Millions] | | |

| Audit Related [removed: Fees (2)] [added: Fees(2)] | | | [removed: 0.19] [added: 0.35] | | | | [removed: 0.21] [added: 0.19] | |

| Tax [removed: Fees (3)] [added: Fees(3)] | | | [removed: 0.27] [added: 0.15] | | | | [removed: 2.38] [added: 0.27] | |

| All Other [removed: Fees (4)] [added: Fees(4)] | | | [removed: 0.10] [added: —] | | | | [removed: —] [added: 0.10] | |

| [removed: (1)] [added: *(1)*] | [removed: Represents] [added: *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 [removed: matters.] [added: matters.*] |

| [removed: (2)] [added: *(2)*] | [removed: Represents] [added: *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, [removed: the audit of the Company’s employee benefit plans,] comfort letters, certain SEC filings and other agreed-upon [removed: procedures.] [added: procedures.*] |

| [removed: (3)] [added: *(3)*] | [removed: Represents] [added: *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 [removed: Combination.] [added: Combination.*] |

| [removed: (4)] [added: *(4)*] | [removed: Represents] [added: *Represents] fees related primarily to advisory [removed: services.] [added: services.*] |

All services performed by Deloitte during [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were pre-approved by the Audit Committee [removed: or, with respect to periods prior to November 16, 2020, the Mylan Audit Committee] in accordance with [removed: their respective] [added: its] pre-approval [removed: policies.][added: policy.]

| | | 2022 | | | | 2021 | | |

| Audit Fees(1) | | $ | 15.41 | | | $ | 12.29 | |

| Total Fees | | $ | 15.91 | | | $ | 12.85 | |

| | | | | | | | | |

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.

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

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

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

| 31.1 | | [Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312522134158/d307200dex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312523127172/d487324dex311.htm)] |

| 31.2 | | [Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312522134158/d307200dex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312523127172/d487324dex312.htm)] |

| Date: April [removed: 29, 2022] [added: 28, 2023] | | VIATRIS INC. | | |

| | | | | Sanjeev Narula Chief Financial Officer [removed: (Principal] [added: *(Principal] Financial [removed: Officer)] [added: Officer)*] |

[added: Reconciliations of Non-GAAP] Financial Measures (Unaudited)

[removed: Adjusted EBITDA][added: *Adjusted EBITDA*]

Adjusted EBITDA for purposes of the [removed: 2021] [added: 2022] annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for [removed: 2021 (“As] [added: 2022 (“as] reported”), except that the calculation for the [added: 2022] incentive program [added: (“for 2022 annual incentive compensation”)] utilized budgeted foreign exchange rates [removed: (“Adjusted] [added: (“currency impact”) and further adjusts] for [removed: Currency Impact”).][added: unbudgeted IPR&D costs and the December 2022 results of the divested biosimilars business.]

| [removed: Add / (deduct)] [added: Add/(deduct)] adjustments: | | | | | [removed: | | | |]

| Income tax provision [removed: (benefit)] | | | [removed: 604.7 | | | | 603.2] [added: 735] | |

| Interest [removed: expense (a) | | | 636.2 |] [added: expense(a)] | | | [removed: 636.3] [added: 592] | |

| Depreciation and [removed: amortization (b) | | | 4,506.5 |] [added: amortization(b)] | | | [removed: 4,502.7] [added: 3,028] | |

| [removed: Add] [added: Add/(deduct)] adjustments: | | | | | [removed: | | | |]

| Share-based compensation expense | | | [removed: 111.2 | | | | 111.2] [added: 116] | |

| Litigation settlements and other contingencies, net | | | [removed: 329.2 | | | | 328.7] [added: 4] | |

| Restructuring, acquisition [added: and divestiture] related and other special [removed: items (c) | | | 1,445.5 |] [added: items(c)] | | | [removed: 1,456.3] [added: 860] | |

| (c) | Includes restructuring related costs, acquisition [added: and divestiture] related costs (primarily [removed: including] [added: included in] selling, general and administrative expenses) and other special [removed: items, including] [added: items included in] cost of sales, research and development expense, selling, general and administrative expense, and other expense. |

[removed: Free] [added: *Free] Cash [removed: Flow][added: Flow*]

Free [removed: Cash Flow] [added: 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) [removed: (“As] [added: (“as] reported”), except that the calculation for [removed: 2021] [added: 2022 incentive program (“for 2022] annual incentive [removed: compensation] [added: compensation”) utilized budgeted foreign exchange rates (“currency impact”) and] further adjusts [removed: the publicly reported measure] for [added: any of the following, as applicable:] unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, [removed: if any, and for] [added: material changes related to changes in tax laws, unbudgeted IPR&D costs,] proceeds from the sale of property, plant and [removed: equipment.][added: equipment, all impacts of the Biocon Biologics transaction following its consummation including results after closing and transaction related costs, and any incremental transaction costs related to other select assets sales/reshaping initiatives and material acquisition activities.]

[removed: $25 million in the aggregate, if any, for certain material asset sales, if any, and for proceeds] [added: | Proceeds] from the sale of [added: certain] property, plant and [removed: equipment.][added: equipment | | | 14 | |]

| [added: (in millions)] | | [removed: Year Ended] [added: Year ended] December 31, [removed: 2021] [added: 2022] | | |

| U.S. GAAP net cash provided by operating activities | | [added: $] | [removed: $3,016.9] [added: 2,953] | |

| [removed: Add / (deduct):] [added: Add/(deduct):] | | | | |

| Capital expenditures | | | [removed: (457.2] [added: (406] | ) |

| Free cash flow [removed: (As] [added: (as] reported) | | | [removed: 2,559.7] [added: 2,547] | |

| Free cash flow (for [removed: 2021] [added: 2022] annual incentive compensation) | | [added: $] | [removed: $2,578.0] [added: 3,168] | |

| [removed: Viatris] Adjusted EBITDA [removed: (As] [added: (as] reported) | | [added: $] | [removed: $6,426.1] [added: 5,777] | |

| U.S. GAAP net earnings | | $ | 2,079 | |

| EBITDA | | $ | 6,433 | |

| Biocon Biologics gain on divestiture | | | (1,754 | ) |

| Impairment of goodwill related to assets held for sale | | | 117 | |

| December 2022 results of the divested biosimilars business | | | 31 | |

| Unbudgeted IPR&D costs | | | 36 | |

| Currency impact | | | 356 | |

| Adjusted EBITDA (for 2022 annual incentive compensation) | | $ | 6,200 | |

For purposes of the 2022

three-year PRSUs, free cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for 2022 annual incentive compensation, except that the calculation for the 2022 PRSUs further adjusts for any of the following, as applicable: all impacts of other select asset sales/reshaping initiatives, all impacts of material aquisition activities and proceeds from the monetization of the Biocon Biologics equity interest.

| (in millions) | | Year Ended December 31, 2022 | | |

| Biocon Biologics transaction related taxes and transaction costs | | | 252 | |

| Results of the divested biosimilars business from the closing of the transaction on November 29, 2022 through December 31, 2022 | | | 20 | |

| Unplanned litigation – Lyrica settlement | | | 86 | |

| Unbudgeted IPR&D costs | | | 36 | |

| Currency impact | | | 213 | |

| | | | | |

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

Reconciliations of

Non-GAAP

| | | | | | | | | |

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

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

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

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

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

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

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

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

| Proceeds from sale of certain property, plant and equipment | | | 18.3 | |

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.

| (In millions) | | Twelve Months Ended December 31, 2021 | | |

| Add: other adjustments including estimated synergies | | | 20.6 | |

| Credit Agreement Adjusted EBITDA | | | $6,446.7 | |

| Reported debt balances: | | | | |

| Long-term debt, including current portion | | | 21,577.4 | |

| Short-term borrowings and other current obligations | | | 1,493.0 | |

| Total | | | 23,070.4 | |

| Net premiums on various debt issuances | | | (651.6 | ) |

| Deferred financing fees | | | 42.4 | |

| Fair value adjustment for hedged debt | | | (16.3 | ) |

| Total debt at notional amounts | | | $22,444.9 | |

| Notional debt to Credit Agreement Adjusted EBITDA Leverage Ratio | | | 3.5 | |

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

| Estimated GAAP Net Cash provided by Operating Activities | | | $2,650 - $2,800 | |

| Less: Capital Expenditures | | | $(500) - $(650 | ) |

| Free Cash Flow | | | $2,000 - $2,300 | |

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

| Estimated GAAP Net Cash provided by Operating Activities | | | $2,900 - $3,100 | |

| Less: Capital Expenditures | | | $(450) - $(550 | ) |

| Free Cash Flow | | | $2,400 - $2,600 | |