View Filing Data

Loss per common share—basic and diluted(a)

$ (900)

$ 0

$ (900)

^[1]

$ (9,071)

$ 0

$ (9,071)

Weighted-average common shares—basic and diluted(a)

^[1]

100

[1]	All common shares issued and outstanding were held by Pfizer Inc. (see Note 1A. Organization and Basis of Presentation: Organization and Note 7. Equity).

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Consolidated Statement of Comprehensive Loss - USD ($) $ in Millions	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 30, 2019	Jun. 28, 2020
Net loss	$ (0.9)	$ 0.0	$ 0.0	$ (0.9)
Other comprehensive income/(loss) before tax	0.0	0.0	0.0	0.0
Tax provision/(benefit) on other comprehensive income/(loss)	0.0	0.0	0.0	0.0
Other comprehensive income/(loss)	0.0	0.0	0.0	0.0
Comprehensive loss attributable to Upjohn Inc.	$ (0.9)	$ 0.0	$ 0.0	$ (0.9)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

Amount after tax and reclassification adjustments of other comprehensive income (loss).

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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Balance (Shares) at Feb. 13, 2019

Consolidated Balance Sheet - USD ($) $ in Millions	Jun. 28, 2020	Dec. 31, 2019
Assets
Restricted short-term investments	$ 11,411.6	$ 0.0
Other current assets	0.2	0.0
Total current assets	11,411.8	0.0
Total assets	11,411.8	0.0
Liabilities and Equity
Other current liabilities	27.8	0.0
Total current liabilities	27.8	0.0
Long-term debt	11,385.2	0.0
Total liabilities	11,413.0	0.0
Commitments and Contingencies
Common stock, $0.01 par value; 1,000 shares authorized; issued: 2020—100 shares; 2019—100 shares	0.0	0.0
Additional paid-in capital	(0.3)	0.0
Due from shareholder	0.0	0.0
Retained earnings/(loss)	(0.9)	0.0
Accumulated other comprehensive income/(loss)	0.0	0.0
Total Upjohn Inc. shareholder's equity/(deficit)	(1.2)	0.0
Total liabilities and equity	$ 11,411.8	$ 0.0

Consolidated Balance Sheet (Parenthetical) - $ / shares	Jun. 28, 2020	Feb. 13, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	1,000		1,000
Common stock, shares issued	100		100

Consolidated Statement of Equity - USD ($)
$ in Millions

Total

Common Stock [Member]

Add'l Paid-In Capital [Member]

Due From Share Holder [Member]

Retained Earnings [Member]

Accum. Other Comp. Income/ (Loss) [Member]

100

Balance at Feb. 13, 2019

$ 0.0

0.0

0.0

Balance (Shares) at Jun. 30, 2019

0.0

100

Balance at Jun. 30, 2019

0.0

$ 0.0

0.0

Balance (Shares) at Mar. 30, 2019

100

Balance at Mar. 30, 2019

0.0

$ 0.0

0.0

0.0

0.0

Balance (Shares) at Jun. 30, 2019

0.0

100

Balance at Jun. 30, 2019

0.0

$ 0.0

0.0

Balance (Shares) at Dec. 31, 2019

100

Balance at Dec. 31, 2019

0.0

$ 0.0

0.0

(0.9)

0.0

Balance (Shares) at Jun. 28, 2020

^[1]

(0.3)

100

Balance at Jun. 28, 2020

(1.2)

$ 0.0

(0.3)

0.0

(0.9)

0.0

Balance (Shares) at Mar. 29, 2020

100

Balance at Mar. 29, 2020

0.0

$ 0.0

0.0

(0.9)

0.0

Balance (Shares) at Jun. 28, 2020

^[1]

(0.3)

100

Balance at Jun. 28, 2020

$ (1.2)

$ 0.0

$ (0.3)

$ 0.0

$ (0.9)

$ 0.0

[1]	See Note 4. Tax Matters.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount after tax and reclassification adjustments of other comprehensive income (loss).

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

Consolidated Statement of Cash Flows - USD ($)
$ in Millions

5 Months Ended

6 Months Ended

Jun. 30, 2019

Jun. 28, 2020

Operating Activities

Adjustments to reconcile net loss to net cash provided by operating activities:

$ 0.0

$ (0.9)

Amortization of bond discount and issuance costs

0.2

Other adjustments, net

(4.2)

Other changes in assets and liabilities

0.0

4.9

Net cash provided by operating activities

0.0

Investing Activities

Net (purchases of)/proceeds from redemptions/sales of short-term investments(a)

^[1]

0.0

(11,411.6)

Net cash used in investing activities

0.0

(11,411.6)

Financing Activities

Proceeds from issuance of long-term debt(a)

^[1]

0.0

11,478.2

Long-term debt issuance costs paid(a)

^[1]

(66.6)

Net cash provided by financing activities

0.0

11,411.6

Effect of exchange-rate changes on cash and cash equivalents

0.0

Net increase/(decrease) in cash and cash equivalents

0.0

Cash and cash equivalents, beginning

0.0

Cash and cash equivalents, end

0.0

Supplemental Cash Flow Information

Income taxes

0.0

Interest

$ 0.0

[1]

Represents $11.4 billion of proceeds from the long-term debt issuances in the second quarter of 2020, which are included in Restricted short-term investments in the condensed consolidated balance sheet. For additional information, see Notes 5A. Financial Instruments: Fair Value Measurements and 5B. Financial Instruments: Long-Term Debt.

Consolidated Statement of Cash Flows (Parenthetical) - USD ($)
$ in Millions

3 Months Ended

5 Months Ended

6 Months Ended

Jun. 28, 2020

Jun. 30, 2019

Jun. 28, 2020

Statement of Cash Flows [Abstract]

Proceeds from Issuance of Long-term Debt

$ 11,400.0

$ 0.0

^[1]

$ 11,478.2

^[1]

[1]

Organization and Basis of Presentation	6 Months Ended
Organization and Basis of Presentation	Jun. 28, 2020
Accounting Policies [Abstract]
Organization and Basis of Presentation	Note 1. Organization and Basis of Presentation A. Organization Upjohn Inc. (the “Company” or “Upjohn”), a Delaware corporation, was formed on February 14, 2019, and is currently a wholly-owned subsidiary of Pfizer Inc. (“Pfizer”). The Company has three wholly-owned subsidiaries: (i) Utah Acquisition Holdco Inc., a Delaware corporation formed on July 25, 2019; (ii) Utah Acquisition Sub Inc., a Delaware corporation formed on July 25, 2019; and (iii) Upjohn Finance B.V. (“Finco”), a Netherlands private limited liability company formed on May 8, 2020. The Company and its subsidiaries have not commenced operations, have no significant operating assets or liabilities and from February 14, 2019, its date of incorporation, through June 28, 2020 have not conducted any material activities other than those incidental to its formation and those undertaken in connection with the definitive agreement to combine the Company with Mylan N.V. (“Mylan”), such as the financing activities described in Note 5 B . On February 13, 2020, the United States Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form S-4, as amended (the “S-4 Registration Statement”) of the Company to register shares of its common stock, par value $ 0.01 per share, that will be issued and distributed in connection with a series of agreements entered into by Pfizer, the Company, Mylan and certain of their affiliates to combine Pfizer’s global, primarily off-patent branded and generic established medicines business (the “Upjohn Business”) with Mylan in an all-stock Reverse Morris Trust transaction (the “Transaction”), creating a new global pharmaceutical company. On June 30, 2020, the SEC declared effective the Registration Statement on Form 10, which includes an information statement (the “Form 10 Registration Statement” and, together with the S-4 Registration Statement, the “Registration Statements”), relating to the planned Distribution (as defined below) by Pfizer, on a pro rata basis (based on the number of shares held by holders of Pfizer common stock as of the record date), all of the Company common stock held by Pfizer to Pfizer stockholders as of the record date. On August 6, 2020, the Company filed the final information statement, dated August 6, 2020 (the “Information Statement”), which is attached to the Company’s Current Report on Form 8-K filed on August 6, 2020 as Exhibit 99.1. On July 29, 2019, Pfizer announced it had entered into a definitive agreement to combine the Company with Mylan. Under the terms of the Transaction, Pfizer will contribute the Upjohn Business, a business unit of Pfizer, to the Company and distribute its ownership interest in the Company to Pfizer stockholders via either a spin-off or a split-off (the “Distribution”). Pfizer intends to effect the Distribution by way of a spin-off. Immediately after the Distribution, the Company and Mylan will engage in a strategic combination transaction in which Mylan shareholders will receive shares of the Company’s common stock (the “Combination”). Pfizer stockholders would own 57% of the combined company and former Mylan shareholders would own 43% of the combined company on a fully diluted basis. The Transaction is generally expected to be tax free to Pfizer and Pfizer stockholders. The name of the new company to be formed by the planned combination of the Upjohn Business and Mylan will be “Viatris.” The voting common stock of the Company will be listed for trading on the NASDAQ under the symbol “VTRS.” The Company will make a cash payment to Pfizer equal to $ 12 billion as partial consideration for the contribution of the Upjohn Business from Pfizer to the Company. The Transaction was approved by Mylan’s shareholders in June 2020 and is anticipated to close in the fourth quarter of 2020, subject to customary closing conditions, including receipt of the remaining required regulatory approvals. B. Basis of Presentation The Company prepared the accompanying condensed consolidated financial statements following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The financial information included in the Company’s condensed consolidated financial statements is its condensed consolidated balance sheet as of June 28, 2020, the related condensed consolidated statements of operations, comprehensive loss and equity for the three-month and six-month periods ended June 28, 2020, the three-month period ended June 30, 2019, and the period from February 14, 2019 (date of incorporation) to June 30, 2019, and the related condensed consolidated statements of cash flows for the six-month period ended June 28, 2020 and the period from February 14, 2019 (date of incorporation) to June 30, 2019. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The Company is responsible for the unaudited financial statements included in this Quarterly Report on Form 10-Q. The interim financial statements include all normal and recurring adjustments that are considered necessary for the fair statement of results for the interim periods presented. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s 2019 Special Financial Report on Form 10-K. Certain amounts in the condensed consolidated financial statements and associated notes may not add due to rounding.

Significant Accounting Policies

6 Months Ended

Jun. 28, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2. Significant Accounting Policies

A. Estimates and Assumptions

In preparing the condensed consolidated financial statements, the Company uses certain estimates and assumptions that affect reported amounts and disclosures. These estimates and underlying assumptions can impact all elements of the Company’s financial

statements. For example, in the condensed consolidated statements of operations, estimates are used when allocating bond issuance costs in the form of amortization and determining provisions for taxes on income. In the condensed consolidated balance sheets, estimates are used in determining the valuation of assets, such as investments, which also impact the condensed consolidated statements of operations.

The Company’s estimates are often based on complex judgments and assumptions that it believes to be reasonable, but that can be inherently uncertain and unpredictable. If the Company’s estimates and assumptions are not representative of actual outcomes, its results could be materially impacted.

As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause the Company to change those estimates and assumptions. The Company is subject to risks and uncertainties that may cause actual results to differ from estimated amounts. The Company regularly evaluates its estimates and assumptions using historical experience and expectations about the future. The Company adjusts its estimates and assumptions when facts and circumstances indicate the need for change.

B. Fair Value

The Company is often required to measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. For example, the Company uses fair value when accounting for and reporting of certain financial instruments, such as short-term investments. The Company estimates fair value using an exit price approach, which requires, among other things, that it determine the price that would be received to sell an asset or paid to transfer a liability in an orderly market. The determination of an exit price is considered from the perspective of market participants, considering the highest and best use of

non-financial

assets and, for liabilities, assuming that the risk of

non-performance

will be the same before and after the transfer.

When estimating fair value, depending on the nature and complexity of the asset or liability, the Company may use one or all of the following techniques:

•

Income approach, which is based on the present value of a future stream of net cash flows.

•

Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.

•

Cost approach, which is based on the cost to acquire or construct comparable assets, less an allowance for functional and/or economic obsolescence.

The Company’s fair value methodologies depend on the following types of inputs:

•

Quoted prices for identical assets or liabilities in active markets (Level 1 inputs).

•

Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (Level 2 inputs).

•

Unobservable inputs that reflect estimates and assumptions (Level 3 inputs).

A single estimate of fair value can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions. For information about the risks associated with estimates and assumptions, see

Note 2A.

C. Foreign Currency Translation

The Company and Finco are U.S. dollar functional entities. The effects of converting

non-functional

currency monetary assets and liabilities into the functional currency are recorded in

Other (income)/deductions—net

, see

Note 3

D. Investments

The Company’s short-term investments are comprised of equity securities with readily determinable fair values, which include money market funds primarily invested in U.S. Treasury and government debt. Equity securities with readily determinable fair values are carried at fair value, with changes in fair value reported in

Other (income)/deductions—net.

Realized gains or losses on sales of investments are determined by using the specific identification cost method. The Company regularly evaluates its financial assets for impairment.

A single estimate of fair value and impairment reviews can involve a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions. For information about the risks associated with estimates and assumptions, see

Note 2A.

E. Tax

The Company did not generally file separate tax returns, as it was generally included in the tax grouping of other Pfizer entities within the respective entity’s tax jurisdiction. The income tax benefit included in these condensed consolidated financial statements has been calculated using the separate return basis, as if the Company filed a separate tax return.

Other Income/(Deductions) - Net

6 Months Ended

Jun. 28, 2020

Other Income, Nonoperating [Abstract]

Other Income/(Deductions)—Net

Note 3. Other (Income)/Deductions—Net

The following table provides the components of

Other (income)/deductions––net



(millions of dollars)	Three Months Ended June 28, 2020		Three Months Ended June 30, 2019		Six Months Ended June 28, 2020		Period From February 14, 2019 (Date of Incorporation) to June 30, 2019
Interest income (a)	$	(0.2)	$	—	$	(0.2)	$	—
Interest expense (b)		5.3		—		5.3		—

Net interest expense		5.1		—		5.1		—
Foreign exchange (gain)/loss, net (c)		(3.9)		—		(3.9)		—

Other (income)/deductions––net	$	1.2	$	—	$	1.2	$	—

(a)	Represents interest income earned on $11.4 billion of proceeds from the debt issuances completed in June 2020 (see Note 5B ) that are invested in money market funds and included in Restricted short-term investments (see Note 5A ) in the condensed consolidated balance sheet as of June 28, 2020.

(b)	Represents interest expense associated with the $11.4 billion of senior unsecured notes issued in June 2020, which includes the stated interest expense on the notes and amortization of bond discount and issuance costs (see Note 5B ).

(c)	Represents net currency exchange gains related to the Euro denominated senior unsecured notes issued in June 2020 (see Note 5B) .

Tax Matters	6 Months Ended
Tax Matters	Jun. 28, 2020
Income Tax Disclosure [Abstract]
Tax Matters	Note 4. Tax Matters In the second quarter of 2020, the Company recorded an income tax benefit of approximately $279 thousand, which reflects the jurisdictional mix of income and associated tax rates related to the debt issuances completed in June 2020 (see Note 2E and Note 5B ). This amount is presented as Net transfer—Pfizer in the condensed consolidated statements of equity to reflect the benefit Pfizer will receive from the losses generated by the Company.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]

Financial Instruments

6 Months Ended

Jun. 28, 2020

Financial Instruments

Note 5. Financial Instruments

A. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the financial assets measured at fair value using a market approach on a recurring basis by balance sheet categories and fair value hierarchy level as defined in

Note 2B



	June 28, 2020				December 31, 2019

(millions of dollars)	Total		Level 2		Total		Level 2

Financial assets measured at fair value on a recurring basis:
Short-term investments
Classified as equity securities with readily determinable fair values:
Money market funds (a)	$	11,411.6	$	11,411.6	$	—	$	—

Total short-term investments	$	11,411.6	$	11,411.6	$	—	$	—

(a)

As of June 28, 2020, $11.4 billion of proceeds from the debt issuances completed in June 2020 (see

Note 5B

) are invested in money market funds and are included in

Restricted short-term investments

in the condensed consolidated balance sheet. The money market funds are primarily invested in U.S. Treasury and government debt with readily determinable fair values.

Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

The following table presents the financial liabilities not measured at fair value on a recurring basis, including the carrying values and estimated fair values using a market approach:



	June 28, 2020						December 31, 2019

(millions of dollars)	Carrying Value		Estimated Fair Value				Carrying Value		Estimated Fair Value

			Total		Level 2				Total		Level 2

Financial Liabilities:
Long-term debt	$	11,385.2	$	12,848.2	$	12,848.2	$	—	$	—	$	—

B. Long-Term Debt

In connection with the Transaction, in June 2020, Upjohn and Finco completed privately placed debt offerings of $7.45 billion and €3.60 billion aggregate principal amount of senior unsecured notes, respectively (the “Upjohn Debt Transactions”), and entered into other financing arrangements described below. The following table provides information about the senior unsecured notes issued in June 2020:


			Principal
(millions of dollars/euros)	Maturity Date	Issue Currency	As of June 28, 2020
Upjohn Inc. (a)
1.125% U.S. dollar notes	June 22, 2022	U.S. dollar	$	1,000
1.650% U.S. dollar notes	June 22, 2025	U.S. dollar		750
2.300% U.S. dollar notes	June 22, 2027	U.S. dollar		750
2.700% U.S. dollar notes	June 22, 2030	U.S. dollar		1,450
3.850% U.S. dollar notes	June 22, 2040	U.S. dollar		1,500
4.000% U.S. dollar notes	June 22, 2050	U.S. dollar		2,000

Total U.S. dollar notes issued in the second quarter of 2020			$	7,450


Upjohn Finance B.V. (a)
0.816% Euro notes	June 23, 2022	Euro	€	750
1.023% Euro notes	June 23, 2024	Euro		750
1.362% Euro notes	June 23, 2027	Euro		850
1.908% Euro notes	June 23, 2032	Euro		1,250

Total Euro notes issued in the second quarter of 2020			€	3,600

(a)

The notes may be redeemed by the Company at any time, in whole, or in part, at varying redemption prices plus accrued and unpaid interest. The weighted-average effective interest rates at issuance were 2.95% for the $7.45 billion notes and 1.37% for the €3.60 billion notes. If the Transaction does not close on or prior to February 1, 2021, or if, prior to such date, Upjohn Inc. and Mylan notify the trustee for the U.S. dollar notes or euro notes, as applicable, that (i) the business combination agreement entered into by Pfizer, the Company, Mylan and certain of their affiliates to combine the Upjohn Business with Mylan is terminated, or (ii) the Transaction will not otherwise be pursued, the notes must be redeemed at redemption prices equal to 101% of their respective principal amounts, plus accrued and unpaid interest.

The senior unsecured notes were offered in connection with the Transaction. The U.S. dollar notes were issued at a discount of approximately

$15.3

million, which will be amortized as interest expense over the life of the U.S. dollar notes. The Company incurred issuance costs of approximately

$89.3 million associated with the U.S. dollar notes and the euro notes, which will be amortized as interest expense over the life of the notes. The unamortized discount and issuance costs are presented on the condensed consolidated balance sheet as a deduction to the carrying value of

Long-term debt

. Included in

Other current liabilities

on the condensed consolidated balance sheet as of June 28, 2020 are amounts due for bond issuance costs of approximately $22.7 million (see

Note 6

The euro notes are exposed to changes in foreign exchange rates and there are no derivatives in place to mitigate that risk. The proceeds of the euro notes were converted to U.S. dollars at the time of issuance.

In June 2020, the Company (i) entered into a $600 million delayed draw term loan agreement and (ii) entered into a revolving credit facility agreement for up to $4 billion, $1.5 billion of which will be available in a single draw at or around the closing of the Combination for the purpose of funding the $12 billion cash payment by the Company to Pfizer as partial consideration for Pfizer’s contribution of the Upjohn Business to the Company (the “Cash Distribution”). The Company intends to use the net proceeds from the Upjohn Debt Transactions, together with the proceeds from the $600 million term loan agreement and the revolving credit agreement to fund in full the Cash Distribution and related transaction fees and expenses. The Company intends to use any remaining balance of net proceeds from these financing transactions after the Cash Distribution for general corporate purposes.

The commitments under the Company’s senior unsecured $12 billion bridge facility were fully terminated upon completion of the Upjohn Debt Transactions on June 23, 2020.

The U.S. dollar notes are senior unsecured obligations of the Company. The euro notes are senior unsecured obligations of Finco. The U.S. dollar notes and euro notes are initially guaranteed on a senior unsecured basis by Pfizer. The guarantee by Pfizer will be automatically and unconditionally terminated and released without the consent of the holders of the notes upon the consummation of the Distribution. The Company has guaranteed the notes issued by Finco, and the Company will remain a guarantor of such notes following the Distribution. Following the Distribution and the Combination, the Company and Finco, as applicable, will remain the obligor with respect to such notes. Upon the consummation of the Combination, the Mylan entities (which will be subsidiaries of the Company following the Combination) that are issuers or guarantors of the outstanding senior unsecured notes issued by Mylan or Mylan Inc. will become guarantors of the U.S. dollar notes and euro notes, substantially concurrent with the Company’s becoming a guarantor of the existing Mylan notes.

The following table provides the components of the Company’s senior unsecured long-term debt, including the weighted-average annual stated interest rate by maturity:


(millions of dollars)	As of June 28, 2020
Notes due 2022 (0.984%)	$	1,841.6
Notes due 2024 (1.023%)		841.6
Notes due 2025 (1.650%)		750.0
Notes due 2027 (1.775%)		1,703.8
Notes due 2030 (2.700%)		1,450.0
Notes due 2032 (1.908%)		1,402.6
Notes due 2040 (3.850%)		1,500.0
Notes due 2050 (4.000%)		2,000.0

Total long-term debt, principal amount		11,489.5
Net unamortized discounts and debt issuance costs		(104.3	)

Total long-term debt, carried at historical proceeds, as adjusted	$	11,385.2

Other Assets and Liabilities	6 Months Ended
Other Assets and Liabilities	Jun. 28, 2020
Other Assets, Miscellaneous [Abstract]
Other Assets and Liabilities	Note 6. Other Assets and Liabilities As of June 28, 2020, Other current assets consist of an accrued interest receivable of $163 thousand for income earned on the $11.4 billion of proceeds from the debt issuances completed in June 2020 (see Note 5B ) that are invested in money market funds and included in Restricted short-term investments (see Note 5A ) in the condensed consolidated balance sheet as of June 28, 2020. As of June 28, 2020, Other current liabilities consist of amounts due for bond issuance costs of approximately $22.7 million and accrued interest payable of approximately $5.1 million, both of which are related to the Upjohn Debt Transactions (see Note 5B ).

Equity	6 Months Ended
Equity	Jun. 28, 2020
Stockholders' Equity Note [Abstract]
Equity	Note 7. Equity As of June 28, 2020 and December 31, 2019, the Company is authorized to issue 1,000 shares of common stock, par value $0.01 per share. As of June 28, 2020 and December 31, 2019, there were 100 shares of common stock, par value of $0.01 per share, of the Company issued and outstanding. All such issued and outstanding shares of common stock were held by Pfizer. Due from shareholder includes a receivable from Pfizer totaling one U.S. dollar in connection with the issuance of the Company’s common stock.

Organization and Basis of Presentation (Policies)	6 Months Ended
Organization and Basis of Presentation (Policies)	Jun. 28, 2020
Accounting Policies [Abstract]
Basis of Presentation	B. Basis of Presentation The Company prepared the accompanying condensed consolidated financial statements following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The financial information included in the Company’s condensed consolidated financial statements is its condensed consolidated balance sheet as of June 28, 2020, the related condensed consolidated statements of operations, comprehensive loss and equity for the three-month and six-month periods ended June 28, 2020, the three-month period ended June 30, 2019, and the period from February 14, 2019 (date of incorporation) to June 30, 2019, and the related condensed consolidated statements of cash flows for the six-month period ended June 28, 2020 and the period from February 14, 2019 (date of incorporation) to June 30, 2019. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The Company is responsible for the unaudited financial statements included in this Quarterly Report on Form 10-Q. The interim financial statements include all normal and recurring adjustments that are considered necessary for the fair statement of results for the interim periods presented. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s 2019 Special Financial Report on Form 10-K. Certain amounts in the condensed consolidated financial statements and associated notes may not add due to rounding.

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 28, 2020

Accounting Policies [Abstract]

Estimates and Assumptions

A. Estimates and Assumptions

Fair Value

B. Fair Value

non-financial

assets and, for liabilities, assuming that the risk of

non-performance

will be the same before and after the transfer.

When estimating fair value, depending on the nature and complexity of the asset or liability, the Company may use one or all of the following techniques:

•

Income approach, which is based on the present value of a future stream of net cash flows.

•

Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.

•

Cost approach, which is based on the cost to acquire or construct comparable assets, less an allowance for functional and/or economic obsolescence.

The Company’s fair value methodologies depend on the following types of inputs:

•

Quoted prices for identical assets or liabilities in active markets (Level 1 inputs).

•

Unobservable inputs that reflect estimates and assumptions (Level 3 inputs).

Note 2A.

Foreign Currency Translation

C. Foreign Currency Translation

The Company and Finco are U.S. dollar functional entities. The effects of converting

non-functional

currency monetary assets and liabilities into the functional currency are recorded in

Other (income)/deductions—net

, see

Note 3

Investments

D. Investments

Other (income)/deductions—net.

Realized gains or losses on sales of investments are determined by using the specific identification cost method. The Company regularly evaluates its financial assets for impairment.

Note 2A.

Tax

E. Tax

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

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Fair Value Of Financial Instruments Measured On A Recurring Basis [Line Items]

Financial Instruments (Tables)

6 Months Ended

Jun. 28, 2020

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the financial assets measured at fair value using a market approach on a recurring basis by balance sheet categories and fair value hierarchy level as defined in

Note 2B



	June 28, 2020				December 31, 2019

(millions of dollars)	Total		Level 2		Total		Level 2

Financial assets measured at fair value on a recurring basis:
Short-term investments
Classified as equity securities with readily determinable fair values:
Money market funds (a)	$	11,411.6	$	11,411.6	$	—	$	—

Total short-term investments	$	11,411.6	$	11,411.6	$	—	$	—

(a)

As of June 28, 2020, $11.4 billion of proceeds from the debt issuances completed in June 2020 (see

Note 5B

) are invested in money market funds and are included in

Restricted short-term investments

in the condensed consolidated balance sheet. The money market funds are primarily invested in U.S. Treasury and government debt with readily determinable fair values.

Fair Value of Financial Assets and Liabilities Not Measured on a Recurring Basis

The following table presents the financial liabilities not measured at fair value on a recurring basis, including the carrying values and estimated fair values using a market approach:



	June 28, 2020						December 31, 2019

(millions of dollars)	Carrying Value		Estimated Fair Value				Carrying Value		Estimated Fair Value

			Total		Level 2				Total		Level 2

Financial Liabilities:
Long-term debt	$	11,385.2	$	12,848.2	$	12,848.2	$	—	$	—	$	—

Long-Term Debt

The following table provides information about the senior unsecured notes issued in June 2020:


			Principal
(millions of dollars/euros)	Maturity Date	Issue Currency	As of June 28, 2020
Upjohn Inc. (a)
1.125% U.S. dollar notes	June 22, 2022	U.S. dollar	$	1,000
1.650% U.S. dollar notes	June 22, 2025	U.S. dollar		750
2.300% U.S. dollar notes	June 22, 2027	U.S. dollar		750
2.700% U.S. dollar notes	June 22, 2030	U.S. dollar		1,450
3.850% U.S. dollar notes	June 22, 2040	U.S. dollar		1,500
4.000% U.S. dollar notes	June 22, 2050	U.S. dollar		2,000

Total U.S. dollar notes issued in the second quarter of 2020			$	7,450


Upjohn Finance B.V. (a)
0.816% Euro notes	June 23, 2022	Euro	€	750
1.023% Euro notes	June 23, 2024	Euro		750
1.362% Euro notes	June 23, 2027	Euro		850
1.908% Euro notes	June 23, 2032	Euro		1,250

Total Euro notes issued in the second quarter of 2020			€	3,600

(a)

Unsecured Debt [Member]

Fair Value Of Financial Instruments Measured On A Recurring Basis [Line Items]

Long-Term Debt

The following table provides the components of the Company’s senior unsecured long-term debt, including the weighted-average annual stated interest rate by maturity:


(millions of dollars)	As of June 28, 2020
Notes due 2022 (0.984%)	$	1,841.6
Notes due 2024 (1.023%)		841.6
Notes due 2025 (1.650%)		750.0
Notes due 2027 (1.775%)		1,703.8
Notes due 2030 (2.700%)		1,450.0
Notes due 2032 (1.908%)		1,402.6
Notes due 2040 (3.850%)		1,500.0
Notes due 2050 (4.000%)		2,000.0

Total long-term debt, principal amount		11,489.5
Net unamortized discounts and debt issuance costs		(104.3	)

Total long-term debt, carried at historical proceeds, as adjusted	$	11,385.2

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Other Income, Nonoperating [Abstract]

Other Income/(Deductions) - Net (Tables)

6 Months Ended

Jun. 28, 2020

Other Income/(Deductions)—Net

The following table provides the components of

Other (income)/deductions––net



(millions of dollars)	Three Months Ended June 28, 2020		Three Months Ended June 30, 2019		Six Months Ended June 28, 2020		Period From February 14, 2019 (Date of Incorporation) to June 30, 2019
Interest income (a)	$	(0.2)	$	—	$	(0.2)	$	—
Interest expense (b)		5.3		—		5.3		—

Net interest expense		5.1		—		5.1		—
Foreign exchange (gain)/loss, net (c)		(3.9)		—		(3.9)		—

Other (income)/deductions––net	$	1.2	$	—	$	1.2	$	—

(a)	Represents interest income earned on $11.4 billion of proceeds from the debt issuances completed in June 2020 (see Note 5B ) that are invested in money market funds and included in Restricted short-term investments (see Note 5A ) in the condensed consolidated balance sheet as of June 28, 2020.

(b)	Represents interest expense associated with the $11.4 billion of senior unsecured notes issued in June 2020, which includes the stated interest expense on the notes and amortization of bond discount and issuance costs (see Note 5B ).

(c)	Represents net currency exchange gains related to the Euro denominated senior unsecured notes issued in June 2020 (see Note 5B) .

Organization and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Billions	6 Months Ended
	Dec. 31, 2020	Jun. 28, 2020	Feb. 13, 2020	Dec. 31, 2019	Jul. 29, 2019
Common stock, par value		$ 0.01	$ 0.01	$ 0.01
Pfizer Stockholders [Member]
Ownership percent					57.00%
Pfizer Stockholders [Member] \| Scenario Forecast [Member]
Business combination, partial consideration transferred	$ 12
Mylan Shareholders [Member]
Ownership percent					43.00%

Other Income/(Deductions) - Net - Summary of Other (income)/deductions (Details) - USD ($) $ in Millions	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 30, 2019	Jun. 28, 2020
Interest income	$ (0.2)			$ (0.2)
Interest expense	5.3			5.3
Net interest expense	5.1			5.1
Foreign exchange (gain)/loss, net	(3.9)			(3.9)
Other (income)/deductions—net	$ 1.2	$ 0.0	$ 0.0	$ 1.2

Other Income/(Deductions) - Net - Summary of Other (income)/deductions (Parenthetical) (Details) - USD ($) $ in Millions	Jun. 28, 2020	Dec. 31, 2019
Restricted investments current	$ 11,411.6	$ 0.0
Debt instrument face value	11,489.5
senior unsecured notes [Member]
Debt instrument face value	$ 11,400.0

Tax Matters - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 30, 2019	Jun. 28, 2020
Income Tax Disclosure [Abstract]
Income tax expense benefit	$ 300	$ 0	$ 0	$ 279

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] $ in Millions	Jun. 28, 2020 USD ($)
Fair Value Of Financial Instruments Measured On A Recurring Basis [Line Items]
Money market funds(a)	$ 11,411.6
Total short-term investments	11,411.6
Level 2
Fair Value Of Financial Instruments Measured On A Recurring Basis [Line Items]
Money market funds(a)	11,411.6
Total short-term investments	$ 11,411.6

Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions	Jun. 28, 2020	Dec. 31, 2019
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Restricted short-term investments(a)	$ 11,411.6	$ 0.0

Financial Instruments - Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions	Jun. 28, 2020	Dec. 31, 2019
Fair Value Of Financial Assets And Liabilities Not Measured On A Recurring Basis [Line Items]
Long-term debt	$ 11,385.2	$ 0.0
Fair Value, Nonrecurring [Member]
Fair Value Of Financial Assets And Liabilities Not Measured On A Recurring Basis [Line Items]
Long-term debt	12,848.2
Fair Value, Nonrecurring [Member] \| Level 2
Fair Value Of Financial Assets And Liabilities Not Measured On A Recurring Basis [Line Items]
Long-term debt	$ 12,848.2

Financial Instruments - Summary of Senior Unsecured Long-Term Debt (Details) $ in Millions	Jun. 28, 2020 USD ($)
Debt Instrument [Line Items]
Total long-term debt, principal amount	$ 11,489.5
Net unamortized discounts and debt issuance costs	(104.3)
Total long-term debt, carried at historical proceeds, as adjusted	11,385.2
Notes due 2022 (0.984%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	1,841.6
Notes due 2024 (1.023%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	841.6
Notes due 2025 (1.650%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	750.0
Notes due 2027 (1.775%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	1,703.8
Notes due 2030 (2.700%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	1,450.0
Notes due 2032 (1.908%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	1,402.6
Notes due 2040 (3.850%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	1,500.0
Notes due 2050 (4.000%)
Debt Instrument [Line Items]
Total long-term debt, principal amount	$ 2,000.0

Financial Instruments - Long-Term Debt (Details) - 3 months ended Jun. 28, 2020 € in Millions, $ in Millions	USD ($)	EUR (€)
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 11,489.5
Upjohn [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 7,450.0
Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount \| €		€ 3,600
1.125% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 22, 2022
Issue Currency	U.S. dollar
Debt Instrument, Face Amount	$ 1,000.0
1.650% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 22, 2025
Issue Currency	U.S. dollar
Debt Instrument, Face Amount	$ 750.0
2.300% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 22, 2027
Issue Currency	U.S. dollar
Debt Instrument, Face Amount	$ 750.0
2.700% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 22, 2030
Issue Currency	U.S. dollar
Debt Instrument, Face Amount	$ 1,450.0
3.850% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 22, 2040
Issue Currency	U.S. dollar
Debt Instrument, Face Amount	$ 1,500.0
4.000% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 22, 2050
Issue Currency	U.S. dollar
Debt Instrument, Face Amount	$ 2,000.0
0.816% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 23, 2022
Issue Currency	Euro
Debt Instrument, Face Amount \| €		750
1.023% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 23, 2024
Issue Currency	Euro
Debt Instrument, Face Amount \| €		750
1.362% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 23, 2027
Issue Currency	Euro
Debt Instrument, Face Amount \| €		850
1.908% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Maturity Date	Jun. 23, 2032
Issue Currency	Euro
Debt Instrument, Face Amount \| €		€ 1,250

Financial Instruments - Long-Term Debt (Parenthetical) (Details) € in Millions, $ in Millions	Jun. 28, 2020 USD ($)	Jun. 28, 2020 EUR (€)
Debt Instrument [Line Items]
Debt instrument face value	$ 11,489.5
Upjohn [Member]
Debt Instrument [Line Items]
Long term debt effective weighted average interest rate	2.95%	2.95%
Debt instrument face value	$ 7,450.0
Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Long term debt effective weighted average interest rate	1.37%	1.37%
Debt instrument face value \| €		€ 3,600
1.125% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	1.125%	1.125%
Debt instrument face value	$ 1,000.0
1.650% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	1.65%	1.65%
Debt instrument face value	$ 750.0
2.300% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	2.30%	2.30%
Debt instrument face value	$ 750.0
2.700% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	2.70%	2.70%
Debt instrument face value	$ 1,450.0
3.850% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	3.85%	3.85%
Debt instrument face value	$ 1,500.0
4.000% U.S. dollar notes [Member] \| Upjohn [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	4.00%	4.00%
Debt instrument face value	$ 2,000.0
0.816% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	0.816%	0.816%
Debt instrument face value \| €		€ 750
1.023% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	1.023%	1.023%
Debt instrument face value \| €		€ 750
1.362% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	1.362%	1.362%
Debt instrument face value \| €		€ 850
1.908% Euro notes [Member] \| Upjohn Finance BV [Member]
Debt Instrument [Line Items]
Long term debt instrument fixed rate of interest	1.908%	1.908%
Debt instrument face value \| €		€ 1,250

Financial Instruments - Additional Information (Detail)
€ in Millions

3 Months Ended

5 Months Ended

6 Months Ended

Jun. 28, 2020

USD ($)

Jun. 30, 2019

USD ($)

^[1]

Jun. 28, 2020

USD ($)

Jun. 28, 2020

EUR (€)

Debt issuance costs incurred

Discount on debt issue

$ 15,300,000

89,300,000

Debt issuance costs payable current

22,700,000

Debt instrument face value

11,489,500,000

Proceeds from term loan facility

11,400,000,000

$ 0

11,478,200,000

^[1]

Line of credit maximum borrowing capacity

4,000,000,000

Line of credit facility terminated

12,000,000,000

Line of Credit Facility, Capacity Available for Specific Purpose

1,500,000,000

Term Loan Facility [Member]

Debt instrument face value

600,000,000

Proceeds from term loan facility

600,000,000

Upjohn [Member]

Debt instrument face value

7,450,000,000

$ 7,450,000,000

Upjohn Finance BV [Member]

Debt instrument face value | €

€ 3,600

Pfizer Stockholders [Member] | Term Loan Facility [Member]