Viatris Inc - Quarter Report: 2024 June (Form 10-Q)

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Tax related items, including contingencies Operating lease liability Accrued restructuring Other Other long-term obligations$ $

(1) Balance as of June 30, 2024 includes $ million related to the Idorsia Transaction. Refer to Note 4 Acquisitions and Other Transactions for additional information.

9.(Loss)

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

)$ $()$ Shares (denominator):Weighted average shares outstanding

Basic (loss) earnings per share attributable to Viatris Inc. shareholders

$()$ $()$

Diluted (loss) earnings attributable to Viatris Inc. common shareholders (numerator):

Net (loss) earnings attributable to Viatris Inc. common shareholders

$()$ $()$ Shares (denominator):Weighted average shares outstanding Share-based awards Total dilutive shares outstanding

Diluted (loss) earnings per share attributable to Viatris Inc. shareholders

$()$ $()$

Additional stock awards and Restricted Stock Awards were outstanding during the three and six months ended June 30, 2024 and 2023, but were not included in the computation of diluted (loss) earnings per share for each respective period because the effect would be anti-dilutive. Excluded shares at June 30, 2024 also include certain share-based compensation awards and restricted shares whose performance conditions had not been fully met. Such excluded shares and anti-dilutive awards represented million shares and million shares for the three and six months ended June 30, 2024, respectively, and million shares and million shares for the three and six months ended June 30, 2023, respectively.

The Company paid a quarterly dividend of $ per share on the Company’s issued and outstanding common stock on March 18, 2024 and June 14, 2024. On August 5, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $ per share on the Company’s issued and outstanding common stock, which will be payable on September 13, 2024 to shareholders of record as of the close of business on August 23, 2024. 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.

billion of the Company’s shares of common stock. The Company subsequently announced that on February 26, 2024, its Board of Directors authorized a $ billion increase to the Company’s previously announced $ billion share repurchase program. As a result, the Company’s share repurchase program now authorizes the repurchase of up to $ billion of the Company’s shares of common stock. Such repurchases may be made from time-to-time at the Company’s discretion and effected by any means, including but not limited to, open market repurchases, pursuant to plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act, privately negotiated transactions (including accelerated stock repurchase programs) or any combination of such methods as the Company deems appropriate. The program does not have an expiration date. During the six months ended June 30, 2024 and 2023, the Company repurchased approximately million shares of common stock at a cost of approximately $ million, and approximately million shares of common stock at a cost of approximately $ million, respectively, under the program. As of June 30, 2024, the Company had repurchased a total of $ million in shares under the program. The share repurchase program does not obligate the Company to acquire any particular amount of common stock.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

10.

Acquisitions

Impairment

() ()Foreign currency translation()()()()()Balance at June 30, 2024:$ $ $ $ $

____________

(1)Balances as of June 30, 2024 and December 31, 2023 include an accumulated impairment loss of $ million.

(2)Balances as of June 30, 2024 and December 31, 2023 include an accumulated impairment loss of $ million and $ million, respectively.

(3)Balances as of June 30, 2024 and December 31, 2023 include an accumulated impairment loss of $ million.

The Company reviews goodwill for impairment annually on April 1st or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company performed the annual goodwill impairment test as of April 1, 2024.

The Company performed its annual goodwill impairment test on a quantitative basis for its five reporting units, North America, Europe, Emerging Markets, JANZ, and Greater China. In estimating each reporting unit’s fair value, the Company performed an extensive valuation analysis, utilizing a discounted cash flow approach. The determination of the fair value of the reporting units requires the Company to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows. These estimates and assumptions, utilizing Level 3 inputs, primarily include, but are not limited to, the discount rate, terminal growth rates, operating income before depreciation and amortization, capital expenditures forecasts and control premiums.

When compared to the prior year’s annual goodwill impairment test completed on April 1, 2023, due to certain macroeconomic conditions, the Company has experienced fluctuations in foreign exchange rates in certain international markets, combined with an increase in market interest rates. These conditions impacted all reporting units, with the most significant impact in JANZ and Emerging Markets. The impact in the other reporting units was offset by changes in other discount rate assumptions.

As of April 1, 2024, the allocation of the Company’s total goodwill was as follows: North America $ billion, Europe $ billion, Emerging Markets $ billion, JANZ $ billion and Greater China $ billion.

In conjunction with its annual goodwill impairment test, the Company recorded a goodwill impairment charge of $ million during the second quarter of 2024 related to its JANZ reporting unit, which was recorded within SG&A in the condensed consolidated statement of operations. The impairment charge was primarily the result of a % increase in the discount rate and a % reduction in the terminal growth rate assumption for the reporting unit.

For the JANZ reporting unit at April 1, 2024, the Company forecasted cash flows for the next years. During the forecast period, the revenue compound annual growth rate was approximately negative %. A terminal year value was calculated with a % revenue growth rate applied. The discount rate utilized was % and the estimated tax rate was %.

Following the goodwill impairment charge recorded in the JANZ reporting unit, the carrying value of the reporting unit was equal to its estimated fair value as of April 1, 2024. If market conditions or the projected results were to change materially, it may be necessary to record further impairment charges to the JANZ reporting unit in future periods.

As of April 1, 2024, the Company determined that the fair values of the North America, Greater China, and Emerging Markets reporting units were substantially in excess of the respective unit’s carrying value.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

million or % for the annual goodwill impairment test. As it relates to the discounted cash flow approach for the Europe reporting unit at April 1, 2024, the Company forecasted cash flows for the next years. During the forecast period, the revenue compound annual growth rate was approximately %. A terminal year value was calculated with a % revenue growth rate applied. The discount rate utilized was % and the estimated tax rate was %. If all other assumptions are held constant, a reduction in the terminal value growth rate by % or an increase in discount rate by % would result in an impairment charge for the Europe reporting unit.

Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. In addition, changes in underlying assumptions, especially as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting units.

Intangible Assets, Net

$ $ $ In-process research and development — $ $ $ December 31, 2023

Product rights, licenses and other (1)

$ $ $ In-process research and development — $ $ $

____________

During the six months ended June 30, 2024, the Company recorded IPR&D of approximately $ million as part of the Idorsia Transaction. Refer to Note 4 Acquisitions and Other Transactions for additional information.

Amortization expense, intangible asset disposal & impairment charges and IPR&D intangible asset impairment charges (which are included as a component of amortization expense) are classified primarily within Cost of Sales in the condensed consolidated statements of operations and were as follows for the three and six months ended June 30, 2024 and 2023:

$ $ $ Intangible asset disposal & impairment charges

IPR&D intangible asset impairment charges

Total intangible asset amortization expense (including disposal & impairment charges)$ $ $ $

In the second quarter of 2024, the Company concluded that one of its IPR&D assets was fully impaired due to unfavorable clinical results and the termination of the development program.

During the six months ended June 30, 2023, the Company recognized an intangible asset charge of approximately $ million, which was recorded within Cost of Sales in the condensed consolidated statement of operations, to write down the disposal group to fair value, less cost to sell, related to our commercialization rights in the Upjohn Distributor Markets, which were classified as held for sale. Refer to Note 5 Divestitures for additional information.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

2025 2026 2027 2028

11.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

€ €

1.023% Euro Senior Notes due 2024 (1)

2.125% Euro Senior Notes due 2025 1.362% Euro Senior Notes due 2027 3.125% Euro Senior Notes due 2028 1.908% Euro Senior Notes due 2032 Foreign currency forward contracts Euro Total€ € € YenYEN Term Loan¥ ¥ ¥ Yen Total¥ ¥ ¥

____________

(1)The Euro Senior Notes were repaid at maturity during the second quarter of 2024.

At June 30, 2024, the principal amount of the Company’s outstanding Yen borrowings and the notional amount of the Yen borrowings designated as net investment hedges was $ million.

During the third quarter of 2023, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling Japanese Yen billion with settlement dates through 2026. During the second quarter of 2024, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling Euro million with settlement dates through 2026. The transactions hedge a portion of the Company’s net investment in certain Yen- and Euro-functional currency subsidiaries. All changes in the fair value of these derivative instruments, which are designated as net investment hedges, are marked-to-market using the current spot exchange rate as of the end of the period. The portion of these changes related to the excluded component will be amortized in interest expense over the life of the derivative while the remainder will be recorded in AOCE until the sale or substantial liquidation of the underlying net investments. The semiannual net interest payment received related to the fixed-rate component of the cross-currency interest rate swaps will be reflected in operating cash flows.

During the fourth quarter of 2023, the Company executed foreign currency forward contracts with notional amounts totaling Euro million. During the second quarter of 2024, the Company executed additional foreign currency forward contracts with notional amounts totaling Euro million. The transactions hedge a portion of the Company’s net investment in certain Euro functional currency subsidiaries. The contracts have been designated as a net investment hedge. The contracts matured in July 2024.

Interest Rate Risk Management

The Company enters into interest rate swaps from time to time in order to manage interest rate risk associated with the Company’s fixed-rate and floating-rate debt. Interest rate swaps that meet specific accounting criteria are accounted for as fair value or cash flow hedges. All derivative instruments used to manage interest rate risk are measured at fair value and reported as current assets or current liabilities in the condensed consolidated balance sheets. For fair value hedges, the changes in the fair value of both the hedging instrument and the underlying debt obligations are included in interest expense. For cash flow hedges, the change in fair value of the hedging instrument is deferred through AOCE and is reclassified into earnings when the hedged item impacts earnings.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

$ Other current liabilities$ $ Foreign currency forward contractsPrepaid expenses & other current assets Other current liabilities Total derivatives designated as hedges Derivatives not designated as hedges:Foreign currency forward contractsPrepaid expenses & other current assets Other current liabilities Total derivatives not designated as hedges Total derivatives $ $ $ $

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

$ $ $ Interest rate swaps

Interest expense (3)

— — ()()()()Derivative Financial Instruments in Net Investment Hedging Relationships:

Cross-currency interest rate swaps

Interest expense (2)

— —

Foreign currency forward contracts

— — — — Non-derivative Financial Instruments in Net Investment Hedging Relationships:Foreign currency borrowings— — ()— — Derivative Financial Instruments Not Designated as Hedging Instruments:Foreign currency option and forward contracts

Other (income) expense, net (2)

()— — — — Total$ $()$ $ $ $


		Amount of Gains/(Losses) Recognized in Earnings				Amount of Gains/(Losses) Recognized in AOCE (Net of Tax) on Derivatives			Amount of Gains/(Losses) Reclassified from AOCE into Earnings
		Six months ended June 30,
(In millions)	Location of Gain/(Loss)	2024		2023		2024	2023		2024	2023



Derivative Financial Instruments in Cash Flow Hedging Relationships (1) :
Foreign currency forward contracts	Net sales (3)	$	—	$	—	$	$		$	$
Interest rate swaps	Interest expense (3)	—		—		()	()		()	()
Derivative Financial Instruments in Net Investment Hedging Relationships:
Cross-currency interest rate swaps	Interest expense (2)								—	—
Foreign currency forward contracts		—		—					—	—
Non-derivative Financial Instruments in Net Investment Hedging Relationships:
Foreign currency borrowings		—		—			()		—	—
Derivative Financial Instruments Not Designated as Hedging Instruments:
Foreign currency option and forward contracts	Other (income) expense, net (2)					—	—		—	—
Total		$		$		$	$	()	$	$

____________

(1)At June 30, 2024, the Company expects that approximately $ million of pre-tax net gains on cash flow hedges will be reclassified from AOCE into earnings during the next twelve months.

(2)Represents the location of the gain/(loss) recognized in earnings on derivatives.

(3)Represents the location of the gain/(loss) reclassified from AOCE into earnings.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

$— $— $ $— $— Total cash equivalents — — — — Equity securities:Exchange traded funds — — — — Marketable securities — — — — Total equity securities — — — — CCPS in Biocon Biologics— — — — Available-for-sale fixed income investments:Corporate bonds— — — — U.S. Treasuries— — — — Agency mortgage-backed securities— — — — Asset backed securities— — — — Other— — — — Total available-for-sale fixed income investments— — — — Foreign exchange derivative assets— — — — Interest rate swap derivative assets— — — — Total assets at recurring fair value measurement$ $ $ $ $ $ Financial LiabilitiesForeign exchange derivative liabilities$— $ $— $— $ $— Interest rate swap derivative liabilities— — — — — Contingent consideration— — — — Total liabilities at recurring fair value measurement$— $ $ $— $ $

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

million related to the Idorsia Transaction. As of June 30, 2024 and December 31, 2023, the Company had a contingent consideration liability of $ million and $ million, respectively, related to the Respiratory Delivery Platform, and as of December 31, 2023, the Company had a contingent consideration liability of $ million related to the Biocon Biologics Transaction. Refer to Note 5 Divestitures for additional information. The measurement of these contingent consideration liabilities is calculated using unobservable Level 3 inputs based on the Company’s own assumptions primarily related to the probability and timing of future events and payments which are discounted using a market rate of return. At June 30, 2024, discount rates ranging from % to %, and at December 31, 2023, discount rates ranging from % and % were utilized in the valuations. Significant changes in unobservable inputs could result in material changes to the contingent consideration liabilities.

$ $

Acquisition

Payments() ()Reclassifications () Accretion

Fair value loss (3)

Balance at June 30, 2024$ $ $

____________

(1)Included in other current liabilities in the condensed consolidated balance sheets.

(2)Included in other long-term obligations in the condensed consolidated balance sheets.

(3)Included in litigation settlements and other contingencies, net in the condensed consolidated statements of operations.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

12.

million Receivables Facility which expires in April 2025 and a $ million Note Securitization Facility which expires in August 2024. Under the terms of each of the Receivables Facility and Note Securitization Facility, certain of our accounts receivable secure the amounts borrowed and cannot be used to pay our other debts or liabilities. The amount that we may borrow at a given point in time is determined based on the amount of qualifying accounts receivable that are present at such point in time. Amounts outstanding under either facility are included as a component of short-term borrowings, while the accounts receivable securing these obligations remain as a component of accounts receivable, net, in our condensed consolidated balance sheets.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

2024 Euro Senior Notes (a) ****

2025 Euro Senior Notes *

2025 Senior Notes ***

% Other Deferred financing fees()()Current portion of long-term debt$ $ Non-current portion of long-term debt:

2025 Euro Senior Notes *

2025 Senior Notes ***

2026 Senior Notes **

2027 Euro Senior Notes ****

2027 Senior Notes ***

2028 Euro Senior Notes **

2028 Senior Notes *

2030 Senior Notes ***

2032 Euro Senior Notes ****

2040 Senior Notes ***

2043 Senior Notes *

2046 Senior Notes **

2048 Senior Notes *

2050 Senior Notes ***

% YEN Term Loan FacilityVariable Other Deferred financing fees()()Long-term debt$ $

____________

(a) The 2024 Euro Senior Notes were repaid at maturity in the second quarter of 2024.

* Instrument was issued by Mylan Inc.

** Instrument was originally issued by Mylan N.V.; now held by Utah Acquisition Sub Inc.

*** Instrument was issued by Viatris Inc.

**** Instrument was issued by Upjohn Finance B.V.

At June 30, 2024 and December 31, 2023, the aggregate fair value of the Company’s outstanding notes was approximately $ billion and $ billion, respectively. The fair values of the outstanding notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

2025 2026 2027 2028 Thereafter Total$

13.

)$()Net unrecognized gain and prior service cost related to defined benefit plans, net of tax

Net unrecognized gain (loss) on derivatives in cash flow hedging relationships, net of tax

()Net unrecognized gain on derivatives in net investment hedging relationships, net of tax Foreign currency translation adjustment()()$()$()

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

$ $()$ $()$()Other comprehensive earnings (loss) before reclassifications, before tax ()()()Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales()()()Loss on interest rate swaps classified as cash flow hedges, included in interest expense Amortization of prior service costs included in SG&A Amortization of actuarial gain included in SG&A ()()Net other comprehensive earnings (loss), before tax ()()()Income tax provision (benefit) () Balance at June 30, 2024, net of tax$ $ $()$ $()$()

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

)$ $()$ $()$()Other comprehensive earnings (loss) before reclassifications, before tax ()()()()Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales()()()Loss on interest rate swaps classified as cash flow hedges, included in interest expense Amortization of prior service costs included in SG&A Amortization of actuarial gain included in SG&A ()()Net other comprehensive earnings (loss), before tax ()()()()Income tax provision (benefit) ()() Balance at June 30, 2024, net of tax$ $ $()$ $()$()

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

)$ $()$ $()$()Other comprehensive earnings (loss) before reclassifications, before tax () ()()Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales()()()Loss on interest rate swaps classified as cash flow hedges, included in interest expense Gain on divestiture of defined pension plan included in SG&A()()Amortization of actuarial gain included in SG&A ()(5.0)Net other comprehensive earnings (loss), before tax () ()()()Income tax provision (benefit) ()()() Balance at June 30, 2023, net of tax$ $ $()$ $()$()

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

)$ $()$ $()$()Other comprehensive earnings (loss) before reclassifications, before tax () ()()Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales()()()Loss on interest rate swaps classified as cash flow hedges, included in interest expense Gain on divestiture of defined pension plan included in SG&A()()Amortization of actuarial gain included in SG&A ()()Net other comprehensive earnings (loss), before tax () ()()()Income tax provision (benefit) () () ()Balance at June 30, 2023, net of tax$ $ $()$ $()$()

14.

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

$ $ $ Greater China JANZ Emerging Markets Total reportable segments$ $ $ $ Reconciling items:Intangible asset amortization expense()()Intangible asset disposal & impairment charges()

Impairment of goodwill

() Globally managed research and development costs()()Acquired IPR&D ()Litigation settlements & other contingencies() Transaction related and other special items()()Corporate and other unallocated()()(Loss) earnings from operations$()$

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VIATRIS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.


ITEM 6. EXHIBITS

22			List of subsidiary guarantors and issuers of guaranteed securities, filed by Viatris Inc. as Exhibit 22 to the Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.

31.1			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

101.INS			Inline XBRL Instance Document

101.SCH			Inline XBRL Taxonomy Extension Schema

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF			Inline XBRL Taxonomy Definition Linkbase

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase

104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						Viatris Inc.

			By:			/s/ SCOTT A. SMITH
						Scott A. Smith
						Chief Executive Officer
						(Principal Executive Officer)

August 8, 2024


						/s/ THEODORA MISTRAS
						Theodora Mistras
						Chief Financial Officer
						(Principal Financial Officer)

August 8, 2024

Viatris Inc - Quarter Report: 2024 June (Form 10-Q)

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