What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-27 · 108 added, 66 removed, 320 unchanged (35% of the section changed)

2 unchanged sentences

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

Management identified the following change in the Company’s internal control over financial reporting (“ICFR”) that occurred during the quarter that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR.

During the quarter ended December 31, 2022, the Company substantially completed its transition of certain support services from Pfizer, as well as certain subsidiaries, to a new ERP system.

The Company has modified and implemented new controls and procedures relating to its business and financial processes throughout the transition period.

While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its ICFR, there are inherent risks in implementing any new ERP system and the Company will continue to evaluate and monitor the effectiveness of the related controls in subsequent periods.

Management’s Report on Internal Control over Financial Reporting is on page 76, which is incorporated herein by reference.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP (PCAOB ID No.

Management has not identified any changes in the Company’s internal control over financial reporting (“ICFR”) that occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

Management’s Report on ICFR is on page 80, which is incorporated herein by reference.

The effectiveness of the Company’s ICFR as of December 31, 2023 has been audited by Deloitte & Touche LLP (PCAOB ID No.

34), an independent registered public accounting firm, as stated in their report on page 84, which is incorporated herein by reference.

Other Information

Trading Arrangements

On November 28, 2023 , JoEllen Lyons Dillon , a director of the Company , adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

The plan provides for the sale of up to 20,000 shares of the Company’s common stock until all such shares are sold or March 4, 2025 , whichever comes first.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Balance Additions Charged to Costs and Expenses Additions Charged to Other

Deductions Ending

Deductions (2)

Allowance for doubtful accounts:

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Year ended December 31, 2021 $ 443.6 82.2 260.8 ( 6.2 ) $ 780.4

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

(1) These amounts include balances from acquisitions.

(2) These amounts include balances reclassified to Assets Held for Sale and Liabilities Held for Sale .

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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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 unchanged sentence

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.

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

Amendment No.

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Transaction Agreement, dated as of February 27, 2022, by and among Biocon Biologics Limited and Viatris Inc., filed as Exhibit 2.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on February 28, 2022, and incorporated herein by reference.^

Amendment No.

1 to Transaction Agreement, dated as of November 28, 2022, by and between Biocon Biologics Limited and Viatris Inc., filed as Exhibit 2.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on November 29, 2022, and incorporated herein by reference.^

Omnibus Amendment No.

1, effective as of May 17, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilar Collaborations Ireland Limited, Biosimilars Newco Limited, and Biocon Biologics Limited, filed by Viatris Inc.

as Exhibit 2.1 to Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.

Omnibus Amendment No.

2, effective as of December 19, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilars Newco Limited, and Biocon Biologics Limited.^

Put Option Agreement, dated October 1, 2023, between Cooper Consumer Health SAS and Viatris Inc., filed by Viatris Inc.

as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2023, and incorporated herein by reference.^

Transaction Agreement, dated as of January 29, 2024, by and among Cooper Consumer Health SAS, Cooper Consumer Health IT S.r.l., Viatris Inc., Viatris Italia S.r.l.

and Ipex AB, filed by Viatris Inc.

as Exhibit 2.1 to the Report on Form 8-K/A filed by Viatris Inc.

with the SEC on January 30, 2024, and incorporate herein by reference.

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.

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.

Certificate of Amendment of 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.

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.

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023.

Amended and Restated Bylaws of Viatris Inc., effective as of December 15, 2023, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on December 15, 2023, 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, filed as Exhibit 4.10 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.

Securities Registered Under Section 12 of the Exchange Act.

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

1 unchanged sentence

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, 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.*

Form of Make-Whole Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan, filed by Viatris Inc.

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 by Viatris Inc.

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 by Viatris Inc.

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

2020 Stock Incentive Plan, effective as of November 23, 2020, filed by Viatris Inc.

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.*

2020 Stock Incentive Plan for awards granted on or after March 2, 2021, filed by Viatris Inc.

as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2021, and incorporated herein by reference.*

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.*

2020 Stock Incentive Plan for awards granted on or after March 2, 2021, filed by Viatris Inc.

as Exhibit 10.2 to Form 10-Q for the quarter ended March 3 1, 2021, and incorporated herein by reference.*

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.*

2020 Stock Incentive Plan for non-employee directors for awards granted on or after March 2, 2021, filed by Viatris Inc.

as Exhibit 10.

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

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

2020 Stock Incentive Plan for awards granted on or after March 3, 2023, filed by Viatris Inc.

as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2023, and incorporated herein by reference.*

Oyster Point Pharma, Inc.

2016 Equity Incentive Plan, filed as Exhibit 99.1 to Form S-8 filed by Viatris Inc.

with the SEC on March 3, 2023, and incorporated herein by reference.*

Oyster Point Pharma, Inc.

2019 Equity Incentive Plan, filed as Exhibit 99.2 to Form S-8 filed by Viatris Inc.

with the SEC on March 3, 2023, and incorporated herein by reference.*

Oyster Point Pharma, Inc.

2021 Inducement Plan, filed as Exhibit 99.3 to Form S-8 filed by Viatris Inc.

with the SEC on March 3, 2023, and incorporated herein by reference.*

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

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.*

and Sanjeev Narula, filed by Viatris Inc.

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

and Sanjeev Narula, filed by Viatris Inc.

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

and Michael Goettler, filed by Viatris Inc.

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

and Michael Goettler, filed by Viatris Inc.

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

and Michael Goettler, filed by Viatris Inc.

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

Separation Agreement with Michael Goettler, dated February 24, 2023, filed as Exhibit 10.2 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on February 27, 2023, and incorporated herein by reference.*

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

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.*

and Rajiv Malik, filed by Viatris Inc.

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, filed as Exhibit 10.1 to Amendment No.

and Anthony Mauro, filed by Viatris Inc.

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.*

1 unchanged sentence

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.*

Coury, filed by Viatris Inc.

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

Transition and Advisory Agreement and Release, dated May 19, 2023, by and between Viatris Inc.

and Robert J.

Coury, filed by Viatris Inc.

as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.*

Offer Letter with Scott A.

Smith, dated February 24, 2023, filed as Exhibit 10.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on February 27, 2023, and incorporated herein by reference.*

Offer Letter with Theodora (Doretta) Mistras, dated December 15, 2023.*

Retirement and Operating Consulting Agreement and Release with Rajiv Malik, dated October 20, 2023.*

Separation Agreement and Release with Anthony Mauro, dated October 20, 2023.*

Separation Agreement and Release with Sanjeev Narula, dated December 15, 2023.*

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 10.7 to Form 10-Q for the quarter ended March 31, 2019, 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 19, 2019, filed by Mylan N.V.

as Exhibit 10.8 to Form 10-Q for the quarter ended March 31, 2019, 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 Rajiv Malik for awards granted on or after February 19, 2019, filed by Mylan N.V.

as Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2019, and incorporated herein by reference.*

Form of Stock Option Agreement under the Mylan N.V.

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Executive Employment Agreement, dated as of February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc.

and Anthony Mauro, filed as Exhibit 10.21(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*

and Anthony Mauro, filed by Mylan N.V.

as Exhibit 10.21(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*

2007 Supplemental Health Insurance Plan for Certain Key Employees of Mylan Laboratories Inc., adopted as of January 29, 2007, filed by Mylan N.V.

1 unchanged sentence

Form of Indemnification Agreement between Viatris Inc.

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.*

and each of its directors and its executive officers, filed by Viatris Inc.

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.

4 unchanged sentences

with the SEC on February 27, 2015, and incorporated herein by reference.*

Revolving Credit Agreement, dated as of June 16, 2020, among Upjohn Inc., 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 Upjohn Inc.

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.

LIBOR Transition Amendment, dated as of April 28, 2023, to the Amended and Restated Revolving Credit Agreement, dated as of July 1, 2021, among Viatris Inc., 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 by Viatris Inc.

as Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2023, 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.

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

and the dealer thereto, filed as Exhibit 10.1 to the Report on Form 8-K/A filed by Viatris Inc.

6 unchanged sentences

with the SEC on August 21, 2017, and incorporated herein by reference.

Registration Rights Agreement, dated as of June 22, 2020, by and between Upjohn Inc.

and Goldman Sachs & Co.

LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley and Co.

LLC, and Mizuho Securities USA LLC, as representatives of the several initial purchasers of the U.S.

Dollar Notes, filed as Exhibit 4.8 to the Report on Form 8-K filed by Upjohn Inc.

with the SEC on June 26, 2020, and incorporated herein by reference.

Asset Purchase Agreement, dated as of September 7, 2020, between Aspen Global Incorporated and Mylan Ireland Limited, filed by Mylan N.V.

as Exhibit 10.2 to the Form 10-Q for the quarter ended September 30, 2020, and incorporated herein by reference.^

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, filed as Exhibit 10.34(b) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.

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 by Viatris Inc.

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.

11 unchanged sentences

and Viatris Inc., filed as Exhibit 10.4 to the Report on Form 8-K filed by Viatris Inc.

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

Manufacturing and Supply Agreement, dated as of November 16, 2020, by and between Pfizer Inc.

1 unchanged sentence

(as Customer), filed as Exhibit 10.5 to the Report on Form 8-K filed by Viatris Inc.

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

Manufacturing and Supply Agreement, dated as of November 16, 2020, by and between Viatris Inc.

14 unchanged sentences

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive-Based Compensation Recovery Policy, effective December 1, 2023.

101.INS Inline XBRL Instance Document

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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 February 28, 2024.

by /s/ MICHAEL GOETTLER

Michael Goettler

by /s/ SCOTT A.

Chief Executive Officer

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Signature Title

/s/ ROBERT J.

COURY Executive Chairman and Director

/s/ MICHAEL GOETTLER Chief Executive Officer and Director

Michael Goettler (Principal Executive Officer)

SMITH Chief Executive Officer and Director

Smith (Principal Executive Officer)

/s/ SANJEEV NARULA Chief Financial Officer

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Campbell (Principal Accounting Officer)

/s/ MELINA HIGGINS

Chair of the Board of Directors

Melina Higgins

DON CORNWELL Director

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Elisha Finney

/s/ MELINA HIGGINS Director

Melina Higgins

/s/ LEO GROOTHUIS

Leo Groothuis

KILTS Director

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MARK Director

PARRISH Director

/s/ SCOTT SMITH Director

/s/ PAULINE VAN DER MEER MOHR Director

Pauline van der Meer Mohr

PARRISH Vice Chair and Director

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