Viatris (VTRS) 10-K risk factor changes: FY2020 vs FY2019

We operate in a complex and rapidly changing environment that involves risks, many of which are beyond our control.

Our business, financial condition, results of operations, cash flows, ability to pay dividends, and/or stock price could be materially affected by any of these risks, if they occur, or by other factors not currently known to us, or not currently considered to be material.

These risk factors should be read in conjunction with the other information in this Form 10-K, as well as our other filings with the SEC.

Our risk factors are organized into six categories: Combination, Strategic, Operational, Compliance, Finance and General.

Summary

Below is a summary of some of the more significant risks and uncertainties we face.

This summary is not exhaustive and is qualified by reference to the full set of risk factors set forth in Part I, Item 1A.

- Combination Risks

◦The integration of the Upjohn Business with Mylan following the Combination, as well as our global restructuring program, may present significant challenges.

◦Viatris may not realize the anticipated benefits from the Combination or its global restructuring program.

◦Viatris could incur operational difficulties or losses if Pfizer is unable to perform under the agreements entered into as part of the Combination, if we are unable to obtain the same types and level of services and resources that historically have been provided to the legacy Upjohn Business by Pfizer, or if we are required to make payments to Pfizer pursuant to indemnities agreed to as part of the Combination.

- Strategic Risks

◦Our strategic initiatives, including our strategic alliances, may not achieve all intended benefits.

◦We have and may continue to experience pressure on the pricing of and reimbursements for certain of our products due to pricing controls, social or government pressure to lower the cost of drugs, and consolidation across the supply chain.

◦We have significant operations globally, which exposes us to the risks inherent in conducting our business internationally.

◦Charges to earnings resulting from acquisitions could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

- Operational Risks

◦Public health outbreaks, epidemics and pandemics, including the COVID-19 pandemic, have had and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and/or stock price and may impact our ability to pay dividends.

◦Current and changing economic conditions may adversely affect our industry, business, partners and suppliers.

◦The pharmaceutical industry is heavily regulated, and we face significant costs and uncertainties associated with our efforts to comply with applicable laws and regulations.

◦The use of legal, regulatory, and legislative strategies by both brand and generic competitors, including but not limited to “authorized generics” and regulatory petitions, may increase costs associated with the introduction or marketing of our generic products, could delay or prevent such introduction, and could significantly reduce our revenue and profit.

◦If we are unable to successfully introduce new products in a timely manner, our future revenue and profitability may be adversely affected.

◦We expend a significant amount of resources on R&D efforts that may not lead to successful product introductions.

◦Even if our products in development receive regulatory approval, such products may not achieve expected levels of market acceptance.

◦The development, approval process, manufacture and commercialization of biosimilar products involve unique challenges and uncertainties, and our failure to successfully introduce biosimilar products could have a negative impact on our business and future operating results.

◦Our business is highly dependent upon market perceptions of us, our products and brands, and the safety and quality of our products and brands, as well as the effectiveness of our sales and marketing activities, and we may be adversely impacted by negative publicity or findings.

◦We have a limited number of manufacturing facilities and certain third-party suppliers produce a substantial portion of our API and products, some of which require a highly exacting and complex manufacturing process.

- Compliance Risks

◦We are subject to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, Chinese anti-corruption laws and similar worldwide anti-corruption laws, which impose restrictions on certain conduct and may carry substantial fines and penalties.

◦Our competitors, including branded pharmaceutical companies, and/or other third parties, may allege that we or our suppliers are infringing upon their intellectual property, including in an “at risk launch” situation, which could result in substantial monetary damages, impact our ability to launch a product and/or our ability to continue marketing a product, and/or force us to expend substantial resources in resulting litigation, the outcome of which is uncertain.

◦We are involved in various legal proceedings and certain government inquiries and may experience unfavorable outcomes of such proceedings or inquiries.

◦If we fail to comply with our corporate integrity agreement, we could be subject to substantial penalties and exclusion from participation in federal healthcare programs.

◦We are increasingly dependent on IT and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

- Finance Risks

◦Viatris’ future dividend payments cannot be guaranteed.

◦We may not be able to maintain competitive financial flexibility and our corporate tax rate which could adversely affect us and our shareholders

◦We have significant indebtedness, which could lead to adverse consequences or adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, and any refinancing of this debt could be at significantly higher interest rates.

◦There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP.

Any future changes in estimates, judgments and assumptions used or necessary revisions to prior estimates, judgments or assumptions or changes in accounting standards could lead to a restatement or revision to previously issued financial statements.

◦Viatris could suffer additional losses due to asset impairment charges.

The following discussion and analysis addresses material changes in the financial condition and results of operations of Viatris Inc. and subsidiaries for the periods presented.

Unless context requires otherwise, the “Company,” “Viatris,” “our” or “we” refer to Viatris Inc. and its subsidiaries.

This discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes to consolidated financial statements included in Part II, Item 8 in this Form 10-K, and our other SEC filings and public disclosures.

This Form 10-K contains “forward-looking statements”.

These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements may include, without limitation, statements about the Combination, the benefits and synergies of the Combination or our global restructuring program, future opportunities for the Company and its products and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods.

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

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

Factors that could cause or contribute to such differences include, but are not limited to:

- 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 possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the Combination or its global restructuring program within the expected timeframe or at all;

- 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;

- the possibility that the Company may be unable to achieve all intended benefits of its strategic initiatives;

- the potential impact of public health outbreaks, epidemics and pandemics, including the ongoing challenges and uncertainties posed by the COVID-19 pandemic;

- the Company’s failure to achieve expected or targeted future financial and operating performance and results;

- actions and decisions of healthcare and pharmaceutical regulators;

- changes in relevant laws and regulations, including but not limited to changes in tax, healthcare and pharmaceutical laws and regulations globally;

- the ability to attract and retain key personnel;

- the Company’s liquidity, capital resources and ability to obtain financing;

- any regulatory, legal or other impediments to the Company’s ability to bring new products to market, including but not limited to “at-risk launches”;

- success of clinical trials and the Company’s or its partners’ ability to execute on new product opportunities and develop, manufacture and commercialize products;

- any changes in or difficulties with the Company’s manufacturing facilities, including with respect to inspections, remediation and restructuring activities, supply chain or inventory or the ability to meet anticipated demand;

- the scope, timing and outcome of any ongoing legal proceedings, including government inquiries or investigations, and the impact of any such proceedings on the Company;

- any significant breach of data security or data privacy or disruptions to our information technology systems;

- risks associated with having significant operations globally;

- the ability to protect intellectual property and preserve intellectual property rights;

- changes in third-party relationships;

- 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 the Combination;

- the impacts of competition, including decreases in sales or revenues as a result of the loss of market exclusivity for certain products;

- changes in the economic and financial conditions of the Company or its partners;

- uncertainties regarding future demand, pricing and reimbursement for the Company’s products;

- uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions and global exchange rates; and

- inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards or on an adjusted basis.

For more detailed information on the risks and uncertainties associated with Viatris, see the risks described in Part I, Item 1A in this Form 10-K, and our other filings with the SEC.

You can access Viatris’ filings with the SEC through the SEC website at www.sec.gov or through our website and Viatris strongly encourages you to do so.

Viatris routinely posts information that may be important to investors on our website at investor.viatris.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD).

The contents of our website are not incorporated by reference in this Form 10-K and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.

Viatris undertakes no obligation to update any statements herein for revisions or changes after the filing date of this Form 10-K other than as required by law.

Explanatory Note

*Foreign Currency Exchange Risk*

A significant portion of our revenues and earnings are exposed to changes in foreign currency exchange rates.

We seek to manage this foreign exchange risk in part through operational means, including managing same currency revenues in relation to same currency costs and same currency assets in relation to same currency liabilities.

From time to time, foreign exchange risk is managed through the use of foreign currency forward-exchange contracts.

These contracts are used to offset the potential earnings effects from mostly intercompany foreign currency assets and liabilities that arise from operations and from intercompany loans.

Viatris’ primary areas of foreign exchange risk relative to the U.S. Dollar are the Euro, Indian Rupee, Chinese Renminbi, Japanese Yen, Australian Dollar, Canadian Dollar, Pound Sterling and South Korean Won.

Any unhedged foreign exchange exposures continue to be subject to market fluctuations.

Our financial instrument holdings at year end were analyzed to determine their sensitivity to foreign exchange rate changes.

The fair values of these instruments were determined as follows:

- foreign currency forward-exchange contracts — net present values

- foreign currency denominated receivables, payables, debt and loans — changes in exchange rates

In this sensitivity analysis, we assumed that the change in one currency’s rate relative to the U.S. Dollar would not have an effect on other currencies’ rates relative to the U.S. Dollar.

All other factors were held constant.

If there were an adverse change in foreign currency exchange rates of 10%, the expected net effect on net income related to Viatris’s foreign currency denominated financial instruments would not be material.

The Company is also exposed to translation risk on non-U.S. dollar-denominated net assets.

Non-U.S. dollar borrowings, principally our Euro denominated long-term debt, are used to hedge the foreign currency exposures of our net investment in certain foreign affiliates and are designated as hedges of net investments.

The foreign exchange gains or losses on these hedges is included in the foreign currency translation component of accumulated other comprehensive income (loss).

If our net investment decreases below the equivalent value of the non-U.S. debt borrowings, the change in the remeasurement basis of the debt would be subject to recognition in net income as changes occur.

*Interest Rate and Long-Term Debt Risk*

Viatris’ exposure to interest rate risk arises primarily from our U.S. Dollar and Euro borrowings and U.S. Dollar investments.

We invest primarily on a variable-rate basis and we borrow on both a fixed and variable basis.

In order to maintain a certain ratio of fixed to variable rate debt, from time to time, depending on market conditions, Viatris will use derivative financial instruments such as interest rate swaps to fix interest rates on variable-rate borrowings or to convert fixed-rate borrowings to variable interest rates.

As of December 31, 2020, Viatris’ outstanding fixed rate borrowings consist principally of $23.30 billion notional amount of senior notes and Euro notes.

Generally, the fair value of fixed interest rate debt will decrease as interest rates rise and increase as interest rates fall.

As of December 31, 2020, the fair value of our outstanding fixed rate senior notes and Euro notes was approximately $25.90 billion.

A 100 basis point change in interest rates on Viatris’ variable rate debt, net of interest rate swaps, would result in a change in interest expense of approximately $17.0 million per year.

About Viatris

Viatris is a global healthcare company formed in November 2020 through the combination of Mylan and the Upjohn Business whose mission is to empower people worldwide to live healthier at every stage of life.

By integrating the strengths of these two businesses, including our global workforce of approximately 45,000 employees and contractors, Viatris aims to deliver increased access to affordable, quality medicines for patients worldwide regardless of geography or circumstance.

Viatris brings together industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise complemented by a strong commitment to quality and unparalleled geographic footprint to deliver high-quality medicines to patients in more than 165 countries and territories.

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

Viatris operates approximately 50 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs.

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

On November 16, 2020, Viatris, formerly known as Upjohn, Mylan and Pfizer consummated the combination of Mylan with the Upjohn Business through a Reverse Morris Trust transaction.

In accordance with the terms and conditions of the BCA and SDA, (1) Pfizer contributed the Upjohn Business to Viatris (the “Contribution”), 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” or the “Upjohn Combination”).

In addition, pursuant to the SDA and immediately prior to the Distribution, Viatris made a cash payment to Pfizer equal to $12 billion as partial consideration for the Contribution.

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

Upon completion of the Distribution and the Combination, holders of Pfizer’s common stock as of the Record Date owned approximately 57% of the outstanding shares of Viatris common stock, and former Mylan shareholders owned approximately 43% of the outstanding shares of Viatris common stock, in each case on a fully diluted, as-converted and as-exercised basis.

In connection with the Combination, on November 16, 2020, Mylan merged with and into Mylan II B.V., a company incorporated under the laws of the Netherlands and an indirect wholly owned subsidiary of Viatris, pursuant to and in accordance with the BCA.

As a result of such merger, Mylan ceased to exist as a separate legal entity.

In accordance with *ASC 805, Business Combinations*, Mylan is considered the accounting acquirer of the Upjohn Business and all historical financial information of the Company prior to November 16, 2020 represents Mylan’s historical results and the Company’s thereafter.

Prior to the Separation, the legacy Upjohn Business historically received support services from Pfizer.

In connection with the Separation and Combination, Viatris entered into several agreements with Pfizer or its subsidiaries, including among others, transition services and the manufacturing and supply agreements, which in general provide for the performance of certain services or obligations by each of Pfizer and Viatris for the benefit of each other for initial transitional periods following the Combination.

Following the transitional periods or upon Viatris’ exit of the services prior to expiry of such periods, Viatris will need to absorb, replicate or outsource from other providers certain facilities, systems, infrastructure, and personnel to which it no longer has access under the transitional agreements.

For additional information, see “Risk Factors – *Viatris could incur operational difficulties or losses if we are unable to obtain the same types and level of services and resources that historically have been provided to the legacy Upjohn Business by Pfizer, if Pfizer is unable to perform under the agreements entered into as part of the Combination or if we are required to make payments to Pfizer pursuant to indemnities agreed to as part of the Combination.*”

Unless otherwise indicated, industry data included in this Item 1 are sourced from IQVIA Holdings Inc. and are for the twelve months ended November 2020.

Viatris product and other company data included in this Item 1 are from internal sources and are as of November 30, 2020 and do not reflect the impact of the global restructuring program.

Organization

Upjohn was incorporated in Delaware on February 14, 2019 as a wholly-owned subsidiary of Pfizer to operate the Upjohn Business.

Effective as of November 16, 2020, Upjohn changed its name to “Viatris Inc.” and became the parent entity of the combined Upjohn Business and Mylan business.

The Upjohn Business was a global, primarily off-patent branded and generic established medicines business, which included 20 primarily off-patent solid oral dose legacy brands, such as Lyrica®, Lipitor®, Celebrex® and Viagra®.

Mylan was founded in 1961 as a privately-owned company and grew over time into one of the largest manufacturers of generic drugs in the U.S. Mylan became a publicly traded company in 1973.

Mylan’s strategy then led to many acquisitions which have played a significant role in the evolution of the company, including Matrix Laboratories Limited (2007); Merck KGaA’s generic and specialty pharmaceutical business (2007); the EPD Business (2015) and Meda AB (publ.) (2016).

These acquisitions assisted in creating robust research, manufacturing, supply chain and commercial platforms on a global scale; substantially expanding its portfolio of medicines; diversifying by geography, product type and channel; maintaining its commitment to quality; and cultivating its global workforce.

Since the consummation of the Combination, the Viatris management team has been focused on ensuring that the Company is optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers and other stakeholders.

This includes embarking on our previously disclosed significant global restructuring program, additional details were announced on December 11, 2020 and February 25, 2020.

Business Model and Operations

At Viatris, we see healthcare not as it is, but as it should be.

We act courageously and are uniquely positioned to be a source of stability in a world of evolving healthcare needs.

Viatris empowers people worldwide to live healthier at every stage of life.

We do so via:


ACCESS

Providing high-quality, trusted medicines, regardless of geography or circumstance. We are committed to improving access to high-quality medicines while working to ensure a reliable supply so patients can get the treatments they need, when and where they need them.

Our global portfolio, supported by our science, medical and manufacturing expertise, delivers global iconic and key brands, complex generics, biosimilars, and generics.


For information regarding legal proceedings, refer to Note 19 *Litigation* included in Item 8 in Part II of this 10-K.

PART II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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| ☑ | | | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | |

| | | | For the Fiscal Year Ended December 31, 2020 | | |

OR

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| ☐ | | | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | |

| | | | For the transition period from to . | | |

Commission file number 001-39695

VIATRIS INC.

*(Exact name of registrant as specified in its charter)*

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| Delaware | | | | | | 83-4364296 | | |

| *(State or other jurisdiction of incorporation or organization)* | | | | | | *(I.R.S. Employer Identification No.)* | | |

1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

*(Address of principal executive offices)(Zip Code)*

(724) 514-1800

*(Registrant’s telephone number, including area code)*

Securities registered pursuant to Section 12(b) of the Act:

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| Title of Each Class: | | | | | | Trading Symbol(s) | | | | | | Name of Each Exchange on Which Registered: | | |

| Common Stock, par value $0.01 per share | | | | | | VTRS | | | | | | The NASDAQ Stock Market | | |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

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

Yes ☑ No ☐

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

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

None.

For information regarding properties, refer to Item 1 “Business” in Part I of this Form 10-K.

Our common stock is traded on the NASDAQ Stock Market under the symbol “VTRS”.

As of February 22, 2021, there were approximately 118,297 holders of record of shares of Viatris common stock.

The Company did not pay dividends in 2020 or 2019, but intends to initiate a dividend on its common stock in 2021.

UNREGISTERED SALES OF DEBT SECURITIES

In the past three years, we have issued unregistered securities in connection with the following transactions:

In April 2018, Mylan Inc. issued $1.5 billion aggregate principal amount of senior unsecured debt securities, comprised of 4.550% Senior Notes due 2028 and 5.200% Senior Notes due 2048.

These notes were issued in a private offering exempt from the registration requirements of the Securities Act, to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the U.S. pursuant to Regulation S under the Securities Act.

In November 2018, Mylan N.V. and Mylan Inc. filed a registration statement with the SEC with respect to an offer to exchange these notes for registered notes with the same aggregate principal amount and terms substantially identical in all material respects, which was declared effective on December 11, 2018.

The exchange offer expired on January 9, 2019 and settled on January 10, 2019.

100% of each of the 4.550% Senior Notes due 2028 and the 5.200% Senior Notes due 2048 were exchanged.

In May 2018, Mylan Inc. issued €500 million aggregate principal amount of senior unsecured debt securities, comprised of 2.125% Euro Senior Notes due 2025.

These notes were issued in a private offering exempt from the registration requirements of the Securities Act, to persons outside of the U.S. pursuant to Regulation S under the Securities Act.

In June 2020, Upjohn issued $7.45 billion aggregate principal amount of senior unsecured debt securities, comprised of 1.125% Senior Notes due 2022, 1.650% Senior Notes due 2025, 2.300% Senior Notes due 2027, 2.700% Senior Notes due 2030, 3.850% Senior Notes due 2040 and 4.000% Senior Notes due 2050.

These notes were issued in a private offering exempt from the registration requirements of the Securities Act, to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the U.S. pursuant to Regulation S under the Securities Act.

In June 2020, Upjohn Finance B.V., a wholly owned financing subsidiary of Upjohn, issued €3.6 billion aggregate principal amount of senior unsecured debt securities, comprised of 0.816% Senior Notes due 2022, 1.023% Senior Notes due 2024, 1.362% Senior Notes due 2027 and 1.908% Senior Notes due 2032.

These notes were issued in a private offering exempt from the registration requirements of the Securities Act, to persons outside of the U.S. pursuant to Regulation S under the Securities Act.

STOCK PERFORMANCE GRAPH

Viatris common stock has been listed on the NASDAQ under the symbol "VTRS" since November 17, 2020.

Prior to that time, there was no public market for our common stock.

Upon consummation of the Combination, Pfizer stockholders received approximately 0.124079 shares of Viatris common stock for every one share of Pfizer common stock held as of the close of business on the record date (which was November 13, 2020).

Former Mylan ordinary shareholders received one share of Viatris common stock for every one share of Mylan ordinary share held.

The graph below matches Viatris Inc.'s cumulative total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the Dow Jones US Pharmaceuticals index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from November 16, 2020 to December 31, 2020.


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| | | | November 16, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2020 | | |

| Viatris Inc. | | | 100.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 118.20 | | |

| S&P 500 | | | 100.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 115.21 | | |

| Dow Jones U.S. Pharmaceuticals | | | 100.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 113.12 | | |

The selected consolidated financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” included in Part II.

Item 7 of this Form 10-K and the consolidated financial statements and related notes to consolidated financial statements included in Part II.

Item 8 of this Form 10-K.

In accordance with *ASC 805, Business Combinations*, Mylan is considered the accounting acquirer of the Upjohn Business and all historical financial information prior to November 16, 2020 represents Mylan’s historical results.

The functional currency of the primary economic environment in which the operations of Viatris and its subsidiaries in the U.S. are conducted is the U.S. Dollar.

The functional currency of non-U.S. subsidiaries is generally the local currency in the country in which each subsidiary operates.

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| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (In millions, except per share amounts) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Statements of Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | 11,946.0 | | | | | $ | 11,500.5 | | | | | $ | 11,433.9 | | | | | $ | 11,907.7 | | | | | $ | 11,076.9 | |

| Cost of sales | | | 8,149.3 | | | | | | 7,602.9 | | | | | | 7,432.3 | | | | | | 7,124.6 | | | | | | 6,379.9 | | |

| Gross profit | | | 3,796.7 | | | | | | 3,897.6 | | | | | | 4,001.6 | | | | | | 4,783.1 | | | | | | 4,697.0 | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | 555.1 | | | | | | 639.9 | | | | | | 704.5 | | | | | | 783.3 | | | | | | 826.8 | | |

| Selling, general and administrative | | | 3,344.6 | | | | | | 2,563.6 | | | | | | 2,441.0 | | | | | | 2,575.7 | | | | | | 2,498.5 | | |

| Litigation settlements and other contingencies, net | | | 107.8 | | | | | | (21.4) | | | | | | (49.5) | | | | | | (13.1) | | | | | | 672.5 | | |

| Total operating expenses | | | 4,007.5 | | | | | | 3,182.1 | | | | | | 3,096.0 | | | | | | 3,345.9 | | | | | | 3,997.8 | | |

| (Loss) Earnings from operations | | | (210.8) | | | | | | 715.5 | | | | | | 905.6 | | | | | | 1,437.2 | | | | | | 699.2 | | |

| Interest expense | | | 497.8 | | | | | | 517.3 | | | | | | 542.3 | | | | | | 534.6 | | | | | | 454.8 | | |

| Other expense (income), net | | | 12.6 | | | | | | 43.8 | | | | | | 64.9 | | | | | | (0.4) | | | | | | 122.7 | | |

| (Loss) Earnings before income taxes | | | (721.2) | | | | | | 154.4 | | | | | | 298.4 | | | | | | 903.0 | | | | | | 121.7 | | |

| Income tax (benefit) provision | | | (51.3) | | | | | | 137.6 | | | | | | (54.1) | | | | | | 207.0 | | | | | | (358.3) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net (loss) earnings attributable to Viatris Inc. shareholders | | | $ | (669.9) | | | | | $ | 16.8 | | | | | $ | 352.5 | | | | | $ | 696.0 | | | | | $ | 480.0 | |

| Earnings (loss) per share attributable to Viatris Inc. shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | (1.11) | | | | | $ | 0.03 | | | | | $ | 0.69 | | | | | $ | 1.30 | | | | | $ | 0.94 | |

| Diluted | | | $ | (1.11) | | | | | $ | 0.03 | | | | | $ | 0.68 | | | | | $ | 1.30 | | | | | $ | 0.92 | |

| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 601.2 | | | | | | 515.7 | | | | | | 514.5 | | | | | | 534.5 | | | | | | 513.0 | | |

| Diluted | | | 601.2 | | | | | | 516.5 | | | | | | 516.5 | | | | | | 536.7 | | | | | | 520.5 | | |

| Selected Balance Sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 61,553.0 | | | | | $ | 31,255.5 | | | | | $ | 32,734.9 | | | | | $ | 35,806.3 | | | | | $ | 34,726.2 | |

| Working capital (1) | | | 2,304.6 | | | | | | 1,188.2 | | | | | | 1,779.9 | | | | | | 828.0 | | | | | | 2,481.8 | | |

| Short-term borrowings | | | 1,100.9 | | | | | | — | | | | | | 1.9 | | | | | | 46.5 | | | | | | 46.4 | | |

| Long-term debt, including current portion of long-term debt | | | 24,685.5 | | | | | | 12,671.9 | | | | | | 13,816.4 | | | | | | 14,614.5 | | | | | | 15,426.2 | | |

| Total equity | | | 22,954.1 | | | | | | 11,883.8 | | | | | | 12,167.1 | | | | | | 13,307.6 | | | | | | 11,117.6 | | |

____________

(1) Working capital is calculated as current assets minus current liabilities.

Index to Consolidated Financial Statements and

Supplementary Financial Information

| | | | | | |

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

| | | | Page | | |

| | | | | | |

| [Management’s Report on Internal Control over Financial Reporting](#i813891f659a548d0a222b7186f884e88_145) | | | [81](#i813891f659a548d0a222b7186f884e88_145) | | |

| | | | | | |

| [Reports of Independent Registered Public Accounting Firm](#i813891f659a548d0a222b7186f884e88_148) | | | [82](#i813891f659a548d0a222b7186f884e88_148) | | |

| | | | | | |

| [Consolidated Balance Sheets as of December 31, 2020 and 2019](#i813891f659a548d0a222b7186f884e88_154) | | | [87](#i813891f659a548d0a222b7186f884e88_154) | | |

| | | | | | |

| [Consolidated Statements of Operations for the Years Ended December 31, 20](#i813891f659a548d0a222b7186f884e88_160)[20, 20](#i813891f659a548d0a222b7186f884e88_160)[19,](#i813891f659a548d0a222b7186f884e88_160) [and](#i813891f659a548d0a222b7186f884e88_160) [2018](#i813891f659a548d0a222b7186f884e88_160) | | | [88](#i813891f659a548d0a222b7186f884e88_160) | | |

| | | | | | |

| [Consolidated Statements of Comprehensive (Loss) Earnings for the Years Ended December 31, 20](#i813891f659a548d0a222b7186f884e88_163)[20](#i813891f659a548d0a222b7186f884e88_163)[, 201](#i813891f659a548d0a222b7186f884e88_163)[9](#i813891f659a548d0a222b7186f884e88_163) [and 20](#i813891f659a548d0a222b7186f884e88_163)[18](#i813891f659a548d0a222b7186f884e88_163) | | | [89](#i813891f659a548d0a222b7186f884e88_163) | | |

| | | | | | |

| [Consolidated Statements of Equity for the Years Ended December 31, 20](#i813891f659a548d0a222b7186f884e88_166)[20](#i813891f659a548d0a222b7186f884e88_166)[, 201](#i813891f659a548d0a222b7186f884e88_166)[9](#i813891f659a548d0a222b7186f884e88_166) [and 201](#i813891f659a548d0a222b7186f884e88_166)[8](#i813891f659a548d0a222b7186f884e88_166) | | | [90](#i813891f659a548d0a222b7186f884e88_166) | | |

| | | | | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, 20](#i813891f659a548d0a222b7186f884e88_169)[20](#i813891f659a548d0a222b7186f884e88_169)[, 201](#i813891f659a548d0a222b7186f884e88_169)[9](#i813891f659a548d0a222b7186f884e88_169) [and 201](#i813891f659a548d0a222b7186f884e88_169)[8](#i813891f659a548d0a222b7186f884e88_169) | | | [91](#i813891f659a548d0a222b7186f884e88_169) | | |

| | | | | | |

| [Notes to Consolidated Financial Statements](#i813891f659a548d0a222b7186f884e88_172) | | | [92](#i813891f659a548d0a222b7186f884e88_172) | | |

| | | | | | |

| [Supplementary Financial Information](#i813891f659a548d0a222b7186f884e88_256) | | | [157](#i813891f659a548d0a222b7186f884e88_256) | | |

Management’s Report on Internal Control over Financial Reporting

Management of Viatris Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria in *Internal Control - Integrated Framework* (*2013)*, issued by COSO.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

On November 16, 2020, the combination of Mylan and the Upjohn Business was completed, with Mylan considered the accounting acquirer of the Upjohn Business.

The Upjohn Business represented 7% of the Company’s consolidated total revenues for the year ended December 31, 2020, and assets (including intangible assets and goodwill) represented 48% of the Company’s consolidated total assets, as of December 31, 2020.

Management did not include the Upjohn Business when conducting its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

As a result of this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020 based on the criteria in *Internal Control - Integrated Framework (2013)* issued by COSO.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of the Company’s internal control over financial reporting.

Deloitte & Touche LLP’s opinion on the Company’s internal control over financial reporting appears on page 86 of this Annual Report on Form 10-K.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Viatris Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Viatris, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) earnings, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the consolidated financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

None.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2020.

Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

On November 16, 2020, the combination of Mylan N.V. and Pfizer's Upjohn Business was completed, with Mylan N.V. considered the accounting acquirer of the Upjohn Business.

The Upjohn Business represented 7% of the Company’s consolidated total revenues for the year ended December 31, 2020, and assets (including intangible assets and goodwill) represented 48% of the Company’s consolidated total assets, as of December 31, 2020.

Management did not include the Upjohn Business when conducting its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

Management’s Report on Internal Control over Financial Reporting is on page 81, which is incorporated herein by reference.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report on page 86, which is incorporated herein by reference.

None.

PART III

Certain information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

*Code of Ethics*

The Viatris board of directors has adopted a Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Controller.

The Viatris board of directors also has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.

The Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller and the Code of Business Conduct and Ethics are posted on Viatris’ website at http://www.viatris.com/en/About-Us/Corporate-Governance, and Viatris intends to post any amendments to and waivers from each of the Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Controller and the Code of Business Conduct and Ethics that are required to be disclosed on that website.

The information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

The additional information required by this Item will be provided in an amendment to this Form 10-K in accordance with General Instruction G(3) to Form 10-K.

Equity Compensation Plan Information

The following table shows information about the securities authorized for issuance under Viatris’ equity compensation plans as of December 31, 2020:

| | | | | | | | | | | | | | | | | | |

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

| | | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | | |

| Plan Category | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by security holders | | | 18,785,521 | | | | | | $ | 35.33 | | | | | 68,062,933 | | |

| Equity compensation plans not approved by security holders | | | — | | | | | | — | | | | | | — | | |

| Total | | | 18,785,521 | | | | | | $ | 35.33 | | | | | 68,062,933 | | |

The information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

The information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

PART IV

1.*Consolidated Financial Statements*

The Consolidated Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this Form.

2.*Consolidated Financial Statement Schedules*

VIATRIS INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In millions)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Description | | | Beginning Balance | | | | | | Additions Charged to Costs and Expenses | | | | | | Additions Charged to Other Accounts (1) | | | | | | Deductions | | | | | | Ending Balance | | |

| Allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2020 | | | $ | 72.8 | | | | | 16.9 | | | | | | 77.3 | | | | | | (7.1) | | | | | | $ | 159.9 | |

| Year ended December 31, 2019 | | | $ | 98.2 | | | | | 14.2 | | | | | | — | | | | | | (39.6) | | | | | | $ | 72.8 | |

| Year ended December 31, 2018 | | | $ | 75.3 | | | | | 32.3 | | | | | | 0.2 | | | | | | (9.6) | | | | | | $ | 98.2 | |

| Valuation allowance for deferred tax assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2020 | | | $ | 603.5 | | | | | 39.0 | | | | | | — | | | | | | (198.9) | | | | | | $ | 443.6 | |

| Year ended December 31, 2019 | | | $ | 806.0 | | | | | 36.8 | | | | | | — | | | | | | (239.3) | | | | | | $ | 603.5 | |

| Year ended December 31, 2018 | | | $ | 662.8 | | | | | 203.8 | | | | | | — | | | | | | (60.6) | | | | | | $ | 806.0 | |

____________

(1)In 2020, this amount includes opening balances of the Upjohn Business acquired in the period.

3.*Exhibits*

| | | | | | | | | |

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

| [2.1(a)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520212083/d159300dex991.htm#toc781435_29) | | | | | | Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V. and Mylan II B.V., included as Annex A to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference.^ | | |

| [2.1(b)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520157465/d904458dex21.htm) | | | | | | Amendment No. 1, dated as of May 29, 2020, to the Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V. and Mylan II B.V., included as Annex B to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference.^ | | |

| [2.2(a)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520212083/d159300dex991.htm#toc781435_29) | | | | | | Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., included as Annex C to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference.^ | | |

| [2.2(b)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520212083/d159300dex991.htm#toc781435_29) | | | | | | Amendment No. 1, dated as of February 18, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., included as Annex D to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference. | | |

| [2.2(c)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520212083/d159300dex991.htm#toc781435_29) | | | | | | Amendment No. 2, dated as of May 29, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., included as Annex E to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference. ^ | | |

| | | | | | | | | |

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

| [2.2(d)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520290294/d939086dex21.htm) | | | | | | Amendment No. 3, dated as of September 18, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.6 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. ^ | | |

| [2.2(e)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520298226/d56774dex27.htm) | | | | | | Amendment No. 4, dated as of November 15, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.7 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. ^ | | |

| [3.1(a)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520298226/d56774dex31.htm) | | | | | | Amended and Restated Certificate of Incorporation of Upjohn Inc., effective as of November 13, 2020, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [3.1(b)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520298226/d56774dex33.htm) | | | | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upjohn Inc., effective as of November 16, 2020, filed as Exhibit 3.3 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_32-vtrsx20201231x10k.htm) | | | | | | Amended and Restated Bylaws of Viatris Inc., effective as of November 16, 2020. | | |

| [4.1(a)](http://www.sec.gov/Archives/edgar/data/69499/000006949912000042/exhibit_41xindenture.htm) | | | | | | Indenture, dated December 21, 2012, between and among Mylan Inc., as issuer, the guarantors named therein, and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed by Mylan Inc. with the SEC on December 24, 2012, and incorporated herein by reference. | | |

| [4.1(b)](http://www.sec.gov/Archives/edgar/data/1623613/000119312515068819/d882101dex44.htm) | | | | | | First Supplemental Indenture, dated February 27, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as guarantor, and The Bank of New York Mellon, as trustee, to the Indenture, dated December 21, 2012, filed as Exhibit 4.4 to the Report on Form 8-K filed by Mylan N.V. with the SEC on February 27, 2015, and incorporated herein by reference. | | |

| [4.1(c)](http://www.sec.gov/Archives/edgar/data/1623613/000162361315000009/myl_ex43bx20150331-10q.htm) | | | | | | Second Supplemental Indenture, dated March 12, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as parent, and The Bank of New York Mellon, as trustee, to the Indenture, dated December 21, 2012, filed by Mylan N.V. as Exhibit 4.3(b) to Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference. | | |

| [4.1(d)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex46.htm) | | | | | | Third Supplemental Indenture dated November 16, 2020, by and among Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the Indenture dated December 21, 2012, by and between Mylan Inc. and the Bank of New York Mellon, as trustee, filed as Exhibit 4.6 to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [4.2(a)](http://www.sec.gov/Archives/edgar/data/69499/000110465913087739/a13-20314_5ex4d1.htm) | | | | | | Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed by Mylan Inc. with the SEC on November 29, 2013, and incorporated herein by reference. | | |

| [4.2(b)](http://www.sec.gov/Archives/edgar/data/69499/000110465913087739/a13-20314_5ex4d2.htm) | | | | | | First Supplemental Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit 4.2 to the Report on Form 8-K filed by Mylan Inc. with the SEC on November 29, 2013, and incorporated herein by reference. | | |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

(Mark One)

| ☒ | SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15d-2 OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

Contains only financial statements for the fiscal year ended December 31, 2019

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period from to

Commission file number 000-56114

UPJOHN INC.

(Exact name of registrant as specified in its charter)

| | | |

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

| | | |

| Delaware | | 83-4364296 |

| | | |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |

235 East 42nd Street, New York, New York 10017

Address of principal executive offices) (zip code)

(212)

733-2323

(Registrant’s telephone number, including area code)

| | | | | |

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

| | | | | |

| Securities registered pursuant to Section 12(b) of the Act: | | | | |

| | | | | |

| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |

| | | | | |

| None | | N/A | | N/A |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

No