| |
| |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| |
N/A |
N/A | ||
| Yes ☐ ☒ |
| ☒ No ☐ |
| Yes ☐ |
| Page |
||||
| 3 |
||||
| Item 1. |
||||
| 4 |
||||
| 5 |
||||
| 6 |
||||
| 7 |
||||
| 8 |
||||
| 9 |
||||
| 10 |
||||
| Item 2. |
||||
| 11 |
||||
| Item 3. |
||||
| 12 |
||||
| Item 4. |
||||
| 12 |
||||
| Item 1. |
||||
| 12 |
||||
| Item 1A. |
||||
| 12 |
||||
| Item 2. |
||||
| 12 |
||||
| Item 3. |
||||
| 12 |
||||
| Item 4. |
||||
| 13 |
||||
| Item 5. |
||||
| 13 |
||||
| Item 6. |
||||
| 13 |
||||
| 14 |
||||
(actual dollars and shares) |
Three Months Ended March 29, 2020 |
Period From February 14, 2019 (Date of Incorporation) to March 31, 2019 |
||||||
Revenues |
$ | $ | ||||||
Operating expenses |
||||||||
Other (income)/deductions—net |
||||||||
Income before provision/(benefit) for taxes on income |
||||||||
Provision/(benefit) for taxes on income |
||||||||
Net income |
$ | $ | ||||||
Earnings per common share—basic |
$ | $ | ||||||
Weighted-average common shares—basic |
||||||||
(actual dollars) |
Three Months Ended March 29, 2020 |
Period From February 14, 2019 (Date of Incorporation) to March 31, 2019 |
||||||
Net income |
$ | $ | ||||||
Other comprehensive income/(loss) before tax |
||||||||
Tax provision/(benefit) on other comprehensive income/(loss) |
||||||||
Other comprehensive income/(loss) |
||||||||
Comprehensive income attributable to Upjohn Inc. |
$ | $ | ||||||
| (actual dollars and shares) |
As of March 29, 2020 |
As of December 31, 2019 |
||||||
| |
(Unaudited) |
|||||||
| Assets |
||||||||
| Total current assets |
$ | |
$ | |
||||
| Total assets |
$ | |
$ | |
||||
| Liabilities and Equity |
||||||||
| Total current liabilities |
$ | |
$ | |
||||
| Total liabilities |
|
|
||||||
| Commitments and Contingencies |
||||||||
| Common stock, $ |
|
|
||||||
| Additional paid-in capital |
|
|
||||||
| Due from shareholder |
( |
) | ( |
|||||
| Retained earnings |
|
|
||||||
| Accumulated other comprehensive income/(loss) |
|
|
||||||
| Total Upjohn Inc. shareholder’s equity |
|
|
||||||
| Total liabilities and equity |
$ | |
$ | |
||||
Common Stock |
||||||||||||||||||||||||||||
(actual dollars and shares) |
Shares |
Par Value |
Add’l Paid-In Capital |
Due from Share-holder |
Retained Earnings |
Accum. Other Comp. Income/(Loss) |
Upjohn Inc. Share - holder’s Equity |
|||||||||||||||||||||
Balance, January 1, 2020 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||
Other comprehensive income/(loss), net of tax |
||||||||||||||||||||||||||||
Balance, March 29, 2020 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
Common Stock |
||||||||||||||||||||||||||||
(actual dollars and shares) |
Shares |
Par Value |
Add’l Paid-In Capital |
Due from Share-holder |
Retained Earnings |
Accum. Other Comp. Income/(Loss) |
Upjohn Inc. Share - holder’s Equity |
|||||||||||||||||||||
Initial capitalization, February 14, 2019 (date of incorporation) |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||
Other comprehensive income/(loss), net of tax |
||||||||||||||||||||||||||||
Balance, March 31, 2019 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
| (actual dollars) |
Three Months Ended March 29, 2020 |
Period From February 14, 2019 (Date of Incorporation) to March 31, 2019 |
||||||
| Operating Activities |
||||||||
| Net income |
$ | |
$ | |
||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Other changes in assets and liabilities: |
|
|
||||||
| Net cash provided by operating activities |
|
|
||||||
| Investing Activities |
||||||||
| Net cash provided by investing activities |
|
|
||||||
| Financing Activities |
||||||||
| Net cash provided by financing activities |
|
|
||||||
| Effect of exchange-rate changes on cash and cash equivalents |
|
|
||||||
| Net increase/(decrease) in cash and cash equivalents |
|
|
||||||
| Cash and cash equivalents, beginning |
|
|
||||||
| Cash and cash equivalents, end |
$ | |
$ | |
||||
| Supplemental Cash Flow Information |
||||||||
| Cash paid during the period for: |
||||||||
| Income taxes |
$ | |
$ | |
||||
| Interest |
|
|
||||||
| 2.1 |
||||
| 31.1 |
||||
| 31.2 |
||||
| 32.1 |
||||
| 32.2 |
||||
| Exhibit 101: |
||||
| 101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema | |||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase | |||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase | |||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase | |||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Document | |||
| Exhibit 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. |
| Upjohn Inc. | ||||||
| Dated: May 12, 2020 |
By: |
/s/ MICHAEL GOETTLER | ||||
| Michael Goettler President (Principal Executive Officer) | ||||||
EXHIBIT 2.1
AMENDMENT NO. 1 TO THE
SEPARATION AND DISTRIBUTION AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Separation and Distribution Agreement, dated as of July 29, 2019 (the “Agreement”), is made as of February 18, 2020, by and between Pfizer Inc., a Delaware corporation (“Pfizer”), and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pfizer (“Upjohn”, and together with Pfizer, the “Parties”, and each, a “Party”).
WHEREAS, the Parties entered into the Agreement on July 29, 2019;
WHEREAS, in accordance with the terms and conditions of the Agreement, the Parties now wish to amend the Agreement in the manner set forth in this Amendment; and
WHEREAS, in accordance with Section 10.03 of the Agreement, the Parties have obtained the prior written consent of Mylan N.V., a public company with limited liability incorporated under the laws of the Netherlands, to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by each Party, the Parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment but not defined herein shall have the meanings given to them in the Agreement.
SECTION 2. Amendment to the Agreement. Section 1.01 of the Agreement is hereby amended to replace the definition of the term “Closing Working Capital Target” with the following:
“Closing Working Capital Target” means $902,000,000.
SECTION 3. Limited Amendment. Each Party acknowledges and agrees that this Amendment constitutes an instrument in writing duly signed by the Parties under Section 10.03 of the Agreement. Except as specifically amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. From and after the date hereof, all references to the Agreement, and each reference in the Agreement to “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words, shall refer to the Agreement as amended hereby. Each reference in the Agreement, as amended hereby, to “the date of this Agreement” or any similar reference, shall continue to refer to July 29, 2019.
SECTION 4. Miscellaneous. The provisions of Article VII and Article X of the Agreement shall apply to this Amendment, mutatis mutandis, and are incorporated by reference as if fully set forth herein.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have duly executed this Amendment, all as of the day and year first above written.
| PFIZER INC. | ||||||
| By: | ||||||
|
/s/ Douglas E. Giordano | ||||||
| Name: | Douglas E. Giordano | |||||
| Title: | Senior Vice President, Worldwide Business Development | |||||
| UPJOHN INC. | ||||||
| By: | ||||||
|
/s/ Bryan A. Supran | ||||||
| Name: | Bryan A. Supran | |||||
| Title: | Vice President | |||||
EXHIBIT 31.1
Certification by the Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Goettler, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Upjohn Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 12, 2020
| /s/ MICHAEL GOETTLER |
| Michael Goettler |
| President (Principal Executive Officer) |
EXHIBIT 31.2
Certification by the Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Sanjeev Narula, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Upjohn Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 12, 2020
| /s/ SANJEEV NARULA |
| Sanjeev Narula |
| Chief Financial Officer, Controller and Treasurer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
Certification by the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, Michael Goettler, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Upjohn Inc. for the fiscal quarter ended March 29, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and that the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of Upjohn Inc.
| /s/ MICHAEL GOETTLER |
| Michael Goettler |
| President (Principal Executive Officer) |
|
May 12, 2020 |
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
EXHIBIT 32.2
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, Sanjeev Narula, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Upjohn Inc. for the fiscal quarter ended March 29, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and that the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of Upjohn Inc.
| /s/ SANJEEV NARULA |
| Sanjeev Narula |
| Chief Financial Officer, Controller and Treasurer (Principal Financial and Accounting Officer) |
|
May 12, 2020 |
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.