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Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-03-01 · 15 added, 58 removed, 20 unchanged (78% of the section changed)

2 unchanged sentences

As of February 22, 2021, there were approximately 113,007 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.

The Company paid quarterly cash dividends of $0.11 per share on the Company’s issued and outstanding common stock on June 16, 2021, September 16, 2021 and December 16, 2021.

On January 4, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share on the Company’s issued and outstanding common stock, which will be payable on March 16, 2022 to shareholders of record as of the close of business on February 24, 2022.

The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Board of Directors, and will depend upon factors, including but not limited to, the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.

The Company did not pay any dividends in 2020.

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.

Dollar Notes”).

The Unregistered Upjohn U.S.

Dollar 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 September 2021, Viatris filed a registration statement with the SEC with respect to an offer to exchange up to $7.45 billion aggregate principal amount of Unregistered Upjohn U.S.

Dollar Notes with Registered Upjohn Notes in the same aggregate principal amount and with terms substantially identical in all material respects, which was declared effective on September 28, 2021.

The exchange offer expired on October 28, 2021 and settled on October 29, 2021.

More than 99.9% of the aggregate principal amount of the Unregistered Upjohn U.S.

Dollar Notes were exchanged for Registered Upjohn Notes.

In June 2020, Upjohn Finance B.V., a wholly owned financing subsidiary of Upjohn, issued €3.60 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.

6 unchanged sentences

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 below compares 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, 2021.

2020 December 31,

100.00 118.20 87.32

2 unchanged sentences

Pharmaceuticals 100.00 113.12 141.38

Selected Financial Data

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.

The functional currency of non-U.S.

subsidiaries is generally the local currency in the country in which each subsidiary operates.

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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity