01—Abstract
Summary
Summary of the 10-K/A filed April 26, 2024. Cited figures are marked; the original filing is the authoritative source.
This Part III amendment to Viatris Inc.'s Form 10-K (dated April 26, 2024) supplements the original annual report with executive officer and board information, executive compensation, security ownership, related party transactions, and auditor fees for fiscal 2023.
It states that Scott A. Smith has been CEO since April 1, 2023, Doretta Mistras has been CFO since March 1, 2024, and Dr. Corrine Le Goff became Chief Commercial Officer on April 15, 2024. Board leadership changed in 2023: Robert J.
Coury stepped down as Executive Chairman, and independent director Melina Higgins became Board Chair. The filing reports that 2023 shareholder say-on-pay support was 86%, and that the Compensation Committee's incentive results reflected 182.31% of target for the annual program. The filing reports 2023 total revenues of $15.4 billiona, U.S. GAAP net earnings of $54.7 million, adjusted EBITDA of $5.1 billion, operating cash flow of $2.8 billion and free cash flow of $2.4 billion.
The company says it paid down approximately $1.25 billionb of debt and returned $826 million to shareholders through $576 million in dividends and $250 million in buybacks. Management describes Phase 2 of its strategy as a move up the value chain toward more complex, higher-margin products, alongside ongoing divestitures expected to close by mid-2024. Compensation-related disclosures are notable for investors.
Coury's separation was treated as a good-reason departure, with a $21.3 millionc lump-sum payment, a $15 million annual advisory fee for 2024 and 2025, and full vesting of equity valued at $47.2 million. The filing states that Coury received $47,249,454 from equity vesting in connection with his separation, and that 2021-2023 PRSUs were reduced by 30% under the relative TSR modifier. Deloitte's total fees for 2023 were $20.13 million.
02—Key points
Key Highlights
- Leadership changes: Scott A. Smith has been CEO since April 1, 2023; Doretta Mistras became CFO effective March 1, 2024; Dr. Corrine Le Goff became Chief Commercial Officer effective April 15, 2024; Rajiv Malik retired as President effective April 1, 2024.
- Board structure: Robert J. Coury ceased to be a director and executive at the 2023 Annual Meeting, and independent director Melina Higgins became Board Chair. Nine of 11 directors are independent.
- 2023 financial results cited in the filing: total revenues of $15.4 billion, U.S. GAAP net earnings of $54.7 million, adjusted EBITDA of $5.1 billion, and free cash flow of $2.4 billion.
- Capital returns: approximately $1.25 billion of debt paid down; $826 million returned to shareholders ($576 million in dividends at $0.12 per quarter and $250 million in buybacks).
- Divestitures: the women's healthcare business closed in March 2024; the API business in India and OTC Business are expected to close by mid-2024 and mid-2024, respectively, subject to regulatory approvals.
- Executive pay: 2023 annual incentive payouts were 182.31% of target; 2021 PRSUs vesting in 2024 were reduced by 30% under the relative TSR modifier; shareholder say-on-pay support was 86% at the 2023 Annual Meeting.
- Severance and transition costs: Coury received a $21.29 million lump sum and a $15 million annual advisory fee for 2024 and 2025; Michael Goettler received an $8.125 million cash payment in installments.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2023, Viatris kept $0.00.
- Revenue$15.39B100.0%
- Cost of revenue−$8.95B58.2%
- Gross profit$6.44B41.8%
- Operating costs−$5.67B36.9%
- Operating income$766.2M5.0%
- Interest, other & tax−$711.5M4.6%
- Net income$54.7M0.4%
Where FY2023 revenue went
$15.39B- Cost of revenue: $8.99B, 58% of revenue
- SG&A: $4.07B, 26% of revenue
- Net income: $54.7M, 0.4% of revenue
- Other operating costs: $1.56B, 10% of revenue
- Interest, other & tax: $711.5M, 4.6% of revenue
Kept 0.4% as net incomeNet income $54.7M · 0.4%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2023filed April 26, 2024Financial Statements
FY2023 against FY2022
| Line item | FY2023FY2022 | Change |
|---|---|---|
| Revenue | $15.39B$16.22B | −5.1% |
| Cost of Revenue | $8.99B$9.77B | −8.0% |
| Gross Profit | $6.44B$6.50B | −0.9% |
| SG&A Expenses | $4.07B$4.18B | −2.6% |
| Operating Expenses | $5.67B$4.88B | +16.2% |
| Operating Income | $766.20M$1.61B | −52.6% |
| Interest Expense | $573.10M$592.40M | −3.3% |
| Net Income | $54.70M$2.08B | −97.4% |
| EPS (Basic) | $0.05$1.71 | −97.1% |
| EPS (Diluted) | $0.05$1.71 | −97.1% |
| Shares Outstanding (Basic) | 1.20B1.21B | −1.0% |
| Shares Outstanding (Diluted) | 1.21B1.22B | −0.9% |
05—Questions
Frequently Asked Questions
Who leads Viatris and its board as of this filing?
Scott A. Smith is CEO and a director, serving since April 1, 2023. Melina Higgins is the independent Board Chair, elected effective immediately after the 2023 Annual Meeting, replacing Robert J. Coury's executive chairmanship. Doretta Mistras became CFO effective March 1, 2024.
What were Viatris's 2023 headline financial results?
The filing reports total revenues of $15.4 billion, U.S. GAAP net earnings of $54.7 million, adjusted EBITDA of $5.1 billion, net cash from operating activities of $2.8 billion, and free cash flow of $2.4 billion. The company also states it paid down approximately $1.25 billion of debt in 2023.
How much did Viatris return to shareholders in 2023?
The company returned $826 million to shareholders in 2023, consisting of $576 million in dividends and $250 million in share buybacks. The quarterly dividend was maintained at $0.12 per share.
What were the notable executive departure and severance costs?
Coury was treated as separating for good reason, with a $21.29 million lump-sum payment, full vesting of equity awards valued at $47.25 million, and a $15 million annual advisory fee for 2024 and 2025. Goettler received an $8.125 million cash payment in installments, and Narula and Mauro received severance tied to their separations.
What is the status of Viatris's divestitures and strategy?
The company completed certain divestitures in 2023 and the women's healthcare business closed in March 2024. It expects the API business in India and the OTC Business to close by mid-2024, subject to regulatory approvals and other conditions. Management says Phase 2 of its strategy focuses on more complex, innovative products to build a higher-margin portfolio.
06—Continue