Item 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 26, 2024 | VIATRIS INC. | |||
| By: | /s/ Theodora Mistras | |||
| Theodora Mistras Chief Financial Officer (Principal Financial Officer) |
Appendix A
Reconciliations of Non-GAAP Financial Measures (Unaudited)
Adjusted EBITDA
Adjusted EBITDA for purposes of the 2023 annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2023 (“as reported”), except that the calculation for the 2023 annual incentive program (“for 2023 annual incentive compensation”) utilized 2023 budgeted foreign exchange rates (“currency impact”) and further adjusts for acquired IPR&D costs and the impact of divestitures.
| (in millions) | Year ended December 31, 2023 | |||
| U.S. GAAP net earnings | $55 | |||
| Add adjustments: | ||||
| Income tax provision | 148 | |||
| Interest expense(a) | 573 | |||
| Depreciation and amortization(b) | 2,741 | |||
| EBITDA | $ | 3,517 | ||
| Add adjustments: | ||||
| Share-based compensation expense | 181 | |||
| Litigation settlements and other contingencies, net | 111 | |||
| Loss on divestitures of businesses | 240 | |||
| Impairment of goodwill related to assets held for sale | 580 | |||
| Restructuring, acquisition and divestiture-related and other special items(c) | 495 | |||
| Adjusted EBITDA (as reported) | $ | 5,124 | ||
| Impact of divestitures | 20 | |||
| Acquired IPR&D costs | 105 | |||
| Currency impact | 118 | |||
| Adjusted EBITDA (for 2023 annual incentive compensation) | $ | 5,367 |
| (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, R&D expense, selling, general and administrative expense, and other expense. |
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Free Cash Flow
2023 Annual Incentive Program
Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow for 2023 (U.S. GAAP net cash provided by operating activities, less capital expenditures) (“as reported”), except that the calculation for the 2023 annual incentive program (“for 2023 annual incentive compensation”) utilized 2023 budgeted foreign exchange rates (“currency impact”) and further adjusts for transaction costs and taxes related to the acquisitions of Oyster Point and Famy Life Sciences as well as any incremental transaction costs and taxes related to other select assets sales or
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reshaping initiatives and other impacts of divestitures (“transaction costs”), acquired IPR&D costs, and proceeds from the sale of property, plant and equipment.
| (in millions) | Year Ended December 31, 2023 | |||
| U.S. GAAP net cash provided by operating activities | $2,800 | |||
| Add/(deduct): | ||||
| Capital expenditures | (377 | ) | ||
| Free cash flow (as reported) | 2,423 | |||
| Transaction costs | 235 | |||
| Acquired IPR&D costs | 100 | |||
| Proceeds from the sale of certain property, plant and equipment | 13 | |||
| Currency impact | 145 | |||
| Free cash flow (for 2023 annual incentive compensation) | $2,916 |
2023 PRSUs
Free cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for Viatris’ 2023 annual incentive program, except that the calculation for the 2023 PRSUs further adjusts for any of the following, as applicable: transaction costs and taxes related to certain acquisitions and divestitures as well as any incremental transaction costs and taxes related to other select asset sales or reshaping initiatives and other impacts of divestitures, unbudgeted restructuring costs, unbudgeted R&D expense, material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, changes in tax laws, and all impacts of material acquisition activities. Free cash flow for the 2023 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2023, 2024 and 2025 and will utilize budgeted foreign exchange rates for the relevant year.
2021-2023 Three-Year PRSUs
Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ free cash flow (as reported), except that the calculation for the 2021-2023 three-year PRSUs (“for 2021-2023 three-year PRSUs”) utilized budgeted foreign exchange rates for the relevant year (“currency impact”) and further adjusts for the following, as applicable: transaction costs and taxes related to the acquisitions of Oyster Point and Famy Life Sciences as well as any incremental transaction costs and taxes related to other select assets sales or reshaping initiatives and other impact of divestitures (“transaction costs”), acquired IPR&D costs, proceeds from the sale of property, plant and equipment, material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, all impacts of the Biocon Biologics Transaction following its consummation including results after closing and transaction-related costs, and sales of
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intellectual property up to $750 million annually in the aggregate. Free cash flow for the 2021-2023 three-year PRSUs is the sum of such free cash flow measure for each of the years ended December 31, 2021, 2022 and 2023.
| Year Ended December 31 | ||||||||||||||||
| (in millions) | 2021 | 2022 | 2023 | Total | ||||||||||||
| U.S. GAAP net cash provided by operating activities | $3,017 | $2,953 | $2,800 | |||||||||||||
| Add / (deduct): | ||||||||||||||||
| Capital expenditures | (457 | ) | (406 | ) | (377 | ) | ||||||||||
| Free cash flow (as reported) | 2,560 | 2,547 | 2,423 | |||||||||||||
| Transaction costs | — | — | 235 | |||||||||||||
| Biocon Biologics Transaction related taxes and transaction costs and results of the divested biosimilars business from the closing of the transaction on November 29, 2022 through December 31, 2022 | — | 272 | — | |||||||||||||
| Unplanned litigation – Lyrica settlement | — | 86 | — | |||||||||||||
| Sales of intellectual property | 97 | 750 | — | |||||||||||||
| Proceeds from the sale of certain property, plant and equipment | 18 | 14 | 13 | |||||||||||||
| Acquired IPR&D costs | — | 36 | 100 | |||||||||||||
| Currency impact | — | 213 | 145 | |||||||||||||
| Free cash flow (for 2021-2023 three-year PRSUs) | $2,675 | $3,918 | $2,916 | $9,509 |
Gross Leverage Ratio
2021-2023 Three-Year PRSUs
Viatris’ publicly reported gross leverage ratio (“as reported”) compares Adjusted EBITDA (as reported) to total debt at notional amounts (as reported).
For purposes of the 2021-2023 three-year PRSUs, gross leverage ratio is calculated as 2023 Adjusted EBITDA compared to total debt at notional amounts as of December 31, 2023 (each calculated for purposes of the 2021-2023 three-year PRSUs as described herein). For purposes of the 2021-2023 three-year PRSUs, Adjusted EBITDA is derived from Viatris’ audited financial statements in the same manner as the calculation of Adjusted EBITDA (as reported) for 2023 described above, except that the calculation of Adjusted EBITDA for the 2021-2023 three-year PRSUs (“for 2021-2023 three-year PRSUs”) utilized budgeted foreign exchange rates for the relevant year (“currency impact”) and further adjusts for the following: the acquisitions of Oyster Point and Famy Life Sciences (“acquisitions”), acquired IPR&D costs, and the contribution of divestitures closed in 2023 to Adjusted EBITDA (as reported) for the year (“Adjusted EBITDA contribution from closed divestitures”).
For purposes of the 2021-2023 three-year PRSUs, total debt at notional amounts is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported total debt at notional amounts at December 31, 2023 (Viatris’ publicly reported debt balances adjusted for net premiums on various debt issuances and deferred financing fees) (“as reported”), except that the calculation of total debt at notional amounts for the 2021-2023 three-year PRSUs (“for 2021-2023 three-year PRSUs”) utilized budgeted foreign exchange rates for the relevant year (“currency impact”) and further adjusted for the following: cash disbursed for the Oyster Point and Famy Life Sciences acquisitions, acquired IPR&D costs, share repurchase
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costs in 2023, transaction-related one-time costs and taxes, excess balance sheet cash above the $500 million target minimum and Oyster Point net operating cash outflows.
| (in millions) | Year ended December 31, 2023 | |||
| Adjusted EBITDA (as reported) | $5,124 | |||
| Currency impact | 490 | |||
| Acquisitions | 159 | |||
| Acquired IPR&D costs | 105 | |||
| Adjusted EBITDA contribution from closed divestitures | (94 | ) | ||
| Adjusted EBITDA (for 2021-2023 three-year PRSUs) | $5,784 | |||
| Reported Debt Balances: | ||||
| Long-term debt, including current portion | 18,123 | |||
| Short term borrowings and other current obligations | — | |||
| Total | 18,123 | |||
| Add/(deduct): | ||||
| Net premiums on various debt issuances | (537 | ) | ||
| Deferred financing fees | 30 | |||
| Total debt at notional amounts (as reported) | $17,616 | |||
| Add/deduct: | ||||
| Currency impact | 806 | |||
| Cash disbursed for Oyster Point and Famy Life Sciences | (703 | ) | ||
| Share repurchase costs in 2023 | (250 | ) | ||
| Acquired IPR&D costs | (207 | ) | ||
| Transaction-related one-time costs and taxes | (204 | ) | ||
| Excess balance sheet cash | (494 | ) | ||
| Oyster Point net operating cash outflows | (111 | ) | ||
| Total debt at notional amounts (for 2021-2023 PRSUs) | $16,453 | |||
| Gross leverage ratio (as reported) | 3.4x | |||
| Gross leverage ratio (for 2021-2023 PRSUs) | 2.84x |
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