filings.toolsItem 15. Exhibits
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Item 15. Exhibits
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Exhibit Index
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 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 28, 2023 | 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 2022 annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2022 (“as reported”), except that the calculation for the 2022 incentive program (“for 2022 annual incentive compensation”) utilized budgeted foreign exchange rates (“currency impact”) and further adjusts for unbudgeted IPR&D costs and the December 2022 results of the divested biosimilars business.
| (in millions) | Year ended December 31, 2022 | |||
| U.S. GAAP net earnings | $ | 2,079 | ||
| Add/(deduct) adjustments: | ||||
| Income tax provision | 735 | |||
| Interest expense(a) | 592 | |||
| Depreciation and amortization(b) | 3,028 | |||
| EBITDA | $ | 6,433 | ||
| Add/(deduct) adjustments: | ||||
| Share-based compensation expense | 116 | |||
| Litigation settlements and other contingencies, net | 4 | |||
| Biocon Biologics gain on divestiture | (1,754 | ) | ||
| Impairment of goodwill related to assets held for sale | 117 | |||
| Restructuring, acquisition and divestiture related and other special items(c) | 860 | |||
| Adjusted EBITDA (as reported) | $ | 5,777 | ||
| 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 |
| (a) | Includes amortization of premiums and discounts on long-term debt. |
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| (b) | Includes purchase accounting related amortization. |
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| (c) | Includes restructuring related costs, acquisition and divestiture related costs (primarily included in selling, general and administrative expenses) and other special items included in cost of sales, research and development expense, selling, general and administrative expense, and other expense. |
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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 2022 incentive program (“for 2022 annual incentive compensation”) utilized budgeted foreign exchange rates (“currency impact”) and further adjusts for any of the following, as applicable: unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, material changes related to changes in tax laws, unbudgeted IPR&D costs, proceeds from the sale of property, plant and 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. For purposes of the 2022
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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 | |||
| U.S. GAAP net cash provided by operating activities | $ | 2,953 | ||
| Add/(deduct): | ||||
| Capital expenditures | (406 | ) | ||
| Free cash flow (as reported) | 2,547 | |||
| 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 | |||
| Proceeds from the sale of certain property, plant and equipment | 14 | |||
| Currency impact | 213 | |||
| Free cash flow (for 2022 annual incentive compensation) | $ | 3,168 |
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