What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 45 added, 37 removed, 359 unchanged (19% of the section changed)

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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.

During the quarter ended December 31, 2021, the Company continued to transition certain support services from Pfizer, as well as certain subsidiaries, to a new ERP system.

The Company has modified and will continue to modify its internal controls relating to its business and financial processes throughout the transition period, which is expected through the end of calendar year 2022.

While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its internal control over financial reporting, there are inherent risks in implementing any new ERP system and the Company has evaluated and tested control changes in order to provide Management’s Report on Internal Control over Financial Reporting for the year ended December 31, 2021.

Management’s Report on Internal Control over Financial Reporting is on page 79, 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.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP (PCAOB ID No.

34), an independent registered public accounting firm, as stated in their report on page 83, which is incorporated herein by reference.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Description Beginning

Balance Additions Charged to Costs and Expenses Additions

Balance Additions Charged to Costs and Expenses Additions Charged to Other

Deductions Ending

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

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

(1) These amounts include opening balances of the Upjohn Business acquired in the Combination.

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.

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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.^

and Upjohn Inc., filed as Exhibit 2.2 to the Report on Form 8-K filed by Mylan N.V.

with the SEC on July 29, 2019, and incorporated herein by reference.^

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.

and Upjohn Inc., filed by Mylan N.V.

as Exhibit 2.1 to the Form 10-Q for the quarter ended March 31, 2020 , and incorporated herein by reference.

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.

and Upjohn Inc., filed as Exhibit 2.2 to the Report on Form 8-K filed by Mylan N.V.

with the SEC on June 1, 2020, and incorporated herein by reference.

Amendment No.

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with the SEC on November 19, 2020, and incorporated herein by reference.

Amended and Restated Bylaws of Viatris Inc., effective as of November 16, 2020.

Amended and Restated Bylaws of Viatris Inc., effective as of November 16, 2020, filed as Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.

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.

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Description of Viatris Inc.

Securities Registered Under Section 12 of the Exchange Act.

Securities Registered Under Section 12 of the Exchange Act, filed as Exhibit 4.10 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.

2020 Stock Incentive Plan, included as Exhibit 10.1 to Amendment No.

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with the SEC on February 6, 2020, and incorporated herein by reference.*

Form of Make-Whole Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan.*

Form of Retention Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan.*

Form of Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan for Michael Goettler and Sanjeev Narula.*

Form of Make-Whole Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan, filed as Exhibit 10.1(b) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Form of Retention Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan, filed as Exhibit 10.1(c) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan for Michael Goettler and Sanjeev Narula, filed as Exhibit 10.1(d) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Value Creation Incentive Award Performance-Based Restricted Stock Unit Award Agreement for Robert J.

Coury under the Viatris Inc.

2020 Stock Incentive Plan, effective as of November 23, 2020.*

2020 Stock Incentive Plan, effective as of November 23, 2020, filed as Exhibit 10.1(e) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement under the Viatris Inc.

2020 Stock Incentive Plan for awards granted on or after March 2, 2021, included as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2021 and incorporated by reference herein.*

Form of Performance-Based Restricted Stock Unit Award Agreement under the Viatris Inc.

2020 Stock Incentive Plan for awards granted on or after March 2, 2021, included as Exhibit 10.2 to Form 10-Q for the quarter ended March 3 1, 2021 and incorporated by reference herein.*

Form of Director Restricted Stock Unit Award Agreement under the Viatris Inc.

2020 Stock Incentive Plan for non-employee directors for awards granted on or after March 2, 2021, included as Exhibit 10.

3 to Form 10-Q for the quarter ended March 3 1, 2021 and incorporated by reference herein.*

Letter Agreement entered into on February 6, 2020 by and between Pfizer Inc.

and Sanjeev Narula.*

and Sanjeev Narula, filed as Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Letter Agreement entered into on June 25, 2019 by and between Pfizer Inc.

and Sanjeev Narula.*

and Sanjeev Narula, filed as Exhibit 10.3 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Letter Agreement entered into on June 26, 2019 by and between Pfizer Inc.

and Michael Goettler.*

and Michael Goettler, filed as Exhibit 10.4 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Letter Agreement entered into on July 29, 2019 by and between Pfizer Inc.

and Michael Goettler.*

and Michael Goettler, filed as Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Severance Agreement entered into on December 3, 2020 by and between Viatris Inc.

and Michael Goettler.*

and Michael Goettler, filed as Exhibit 10.6 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Retention Agreement entered into on December 3, 2020, by and between Viatris Inc.

and Rajiv Malik.*

and Rajiv Malik, filed as Exhibit 10.7 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Retention Agreement entered into on December 3, 2020, by and between Viatris Inc.

and Anthony Mauro.*

and Anthony Mauro, filed as Exhibit 10.1 to Amendment No.

1 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Executive Employment Agreement, entered into on November 20, 2020, by and between Viatris Inc.

and Robert J.

Coury, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Amended and Restated 2003 Long-Term Incentive Plan, filed as Appendix B to Mylan N.V.’s Definitive Proxy Statement on Schedule 14A filed by Mylan N.V.

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as Exhibit 10.1(l) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement under the Mylan N.V.

2003 Long-Term Incentive Plan for Rajiv Malik for awards granted on or after February 23, 2017, filed by Mylan N.V.

as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference.*

Form of Performance-Based Restricted Stock Unit Award Agreement under the Mylan N.V.

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Form of Performance-Based Restricted Stock Unit Award Agreement under the Mylan N.V.

2003 Long-Term Incentive Plan for Rajiv Malik for awards granted on or after February 21, 2018, filed by Mylan N.V.

as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2018, and incorporated herein by reference.*

Form of Performance-Based Restricted Stock Unit Award Agreement under the Mylan N.V.

2003 Long-Term Incentive Plan for awards granted on or after February 21, 2018, filed by Mylan N.V.

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Form of Indemnification Agreement between Viatris Inc.

and each of its directors and its executive officers.*

and each of its directors and its executive officers, filed as Exhibit 10.25 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Amended and Restated Form of Indemnification Agreement between Mylan Inc.

6 unchanged sentences

with the SEC on June 17, 2020, and incorporated herein by reference.

Amended and Restated Revolving Credit Agreement, dated as of July 1, 2021, among Viatris, the guarantors from time to time party thereto, the lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on July 1, 2021, and incorporated herein by reference.

Delayed Draw Term Loan Credit Agreement, dated as of June 16, 2020, among Upjohn Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and MUFG Bank, Ltd., as administrative agent, filed as Exhibit 10.2 to the Report on Form 8-K filed by Upjohn Inc.

with the SEC on June 17, 2020, and incorporated herein by reference.

Term Loan Credit Agreement, dated as of July 1, 2021, among Viatris, the guarantors from time to time party thereto, the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent, filed as Exhibit 10.2 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on July 1, 2021, and incorporated herein by reference.

Form of Dealer Agreement among Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc.

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Amendment No.

1, dated as of November 5, 2020, to the Asset Purchase Agreement dated as of September 7, 2020, between Aspen Global Incorporated and Mylan Ireland Limited.^

1, dated as of November 5, 2020, to the Asset Purchase Agreement dated as of September 7, 2020, between Aspen Global Incorporated and Mylan Ireland Limited, filed as Exhibit 10.34(b) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.

Transition Services Agreement, dated as of November 16, 2020, by and between Pfizer Inc.

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Viatris agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form to be signed on its behalf by the undersigned, thereunto duly authorized on March 1, 2021.

by /s/ MICHAEL GOETTLER

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Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 1, 2021.

Signature Title

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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 9A. Controls and Procedures