(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 | ||
/A | N/A |
Page |
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3 |
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Item 1. |
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Financial Statements |
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4 |
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5 |
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6 |
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7 |
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8 |
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9 |
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15 |
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Item 2. |
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16 |
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Item 3. |
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18 |
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Item 4. |
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18 |
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Item 1. |
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18 |
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Item 1A. |
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19 |
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Item 2. |
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19 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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21 |
(millions of dollars, except common share and per common share data) |
Three Months Ended September 27, 2020 |
Three Months Ended September 29, 2019 |
Nine Months Ended September 27, 2020 |
Period From February 14, 2019 (Date of Incorporation) to September 29, 2019 |
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Revenues |
$ | $ | $ | $ | ||||||||||||
Operating expenses |
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Other (income)/deductions––net |
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Loss before benefit for taxes on income |
( |
) | ( |
) | ||||||||||||
Benefit for taxes on income |
( |
) | ( |
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Net loss |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
Loss per common share––basic and diluted (a) |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
Weighted-average common shares––basic and diluted (a) |
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(a) |
All common shares issued and outstanding were held by Pfizer Inc. (see Note 1A. Organization and Basis of Presentation: Organization Note 7. Equity). |
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(millions of dollars) |
Three Months Ended September 27, 2020 |
Three Months Ended September 29, 2019 |
Nine Months Ended September 27, 2020 |
Period From February 14, 2019 (Date of Incorporation) to September 29, 2019 |
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Net loss |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
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Other comprehensive income/(loss) before tax |
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Tax provision/(benefit) on other comprehensive income/(loss) |
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Other comprehensive income/(loss) |
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Comprehensive loss attributable to Upjohn Inc. |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
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(millions of dollars, except common share and per common share data) | As of September 27, 2020 |
As of December 31, 2019 |
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(Unaudited) | ||||||||||||
Assets |
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Restricted short-term investments (a) |
$ | $ | ||||||||||
Other current assets |
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Total current assets |
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Total assets |
$ | $ | ||||||||||
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Liabilities and Equity |
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Other current liabilities |
$ | $ | ||||||||||
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Total current liabilities |
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Long-term debt |
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Total liabilities |
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Commitments and Contingencies |
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Common stock, $ |
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Additional paid-in capital |
( |
) | ||||||||||
Due from shareholder |
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Retained earnings/ (deficit) |
( |
) | ||||||||||
Accumulated other comprehensive income/(loss) |
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Total Upjohn Inc. shareholder’s equity/(deficit) |
( |
) | ||||||||||
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Total liabilities and equity |
$ | $ |
(a) |
Represents proceeds from the Upjohn and Upjohn Finance B.V. debt issuances. For additional information, see Note 5B. Financial Instruments: Long-Term Debt |
Common Stock | ||||||||||||||||||||||||||||
(millions of dollars, except common shares) |
Shares | Par Value |
Add’l Paid-In Capital |
Due from Share- holder |
Retained Earnings/ (Deficit) |
Accum. Other Comp. Income/ (Loss) |
Upjohn Inc. Shareholder’s Equity/ (Deficit) |
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Balance, June 28, 2020 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||
Net loss |
( |
) | ( |
) | ||||||||||||||||||||||||
Other comprehensive income/(loss), net of tax |
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Net transfers –– (a) |
( |
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) | ||||||||||||||||||||||||
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Balance, September 27, 2020 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) |
Common Stock | ||||||||||||||||||||||||||||
(millions of dollars, except common shares) |
Shares | Par Value |
Add’l Paid-In Capital |
Due from Share- holder |
Retained Earnings/ (Deficit) |
Accum. Other Comp. Income/ (Loss) |
Upjohn Inc. Shareholder’s Equity/ (Deficit) |
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Balance, June 30, 2019 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Net loss |
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Other comprehensive income/(loss), net of tax |
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Net transfers––Pfizer |
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Balance, September 29, 2019 |
$ | $ | $ | $ | $ | $ |
Common Stock | ||||||||||||||||||||||||||||
(millions of dollars, except common shares) |
Shares | Par Value |
Add’l Paid-In Capital |
Due from Share- holder |
Retained Earnings/ (Deficit) |
Accum. Other Comp. Income/ (Loss) |
Upjohn Inc. Shareholder’s Equity/ (Deficit) |
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Balance, January 1, 2020 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Net loss |
( |
) | ( |
) | ||||||||||||||||||||||||
Other comprehensive income/(loss), net of tax |
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Net transfers––Pfizer (a) |
( |
) | ( |
) | ||||||||||||||||||||||||
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Balance, September 27, 2020 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) |
Common Stock | ||||||||||||||||||||||||||||
(millions of dollars, except common shares) |
Shares | Par Value |
Add’l Paid-In Capital |
Due from Share- holder |
Retained Earnings/ (Deficit) |
Accum. Other Comp. Income/ (Loss) |
Upjohn Inc. Shareholder’s Equity/ (Deficit) |
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Initial capitalization, February 14, 2019 (date of incorporation) |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Net loss |
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Other comprehensive income/(loss), net of tax |
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Net transfers––Pfizer |
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Balance, September 29, 2019 |
$ | $ | $ | $ | $ | $ |
(a) |
See Note 4. Tax Matters Note 8. Related Party Transactions. |
(millions of dollars) |
Nine Months Ended September 27, 2020 |
Period From February 14, 2019 (Date of Incorporation) to September 29, 2019 |
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Operating Activities |
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Net loss |
$ | ( |
) | $ | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
— | |||||||
Amortization of bond discount and issuance costs |
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Currency remeasurement loss on euro notes |
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Benefit for taxes on income (a) |
( |
) | ||||||
Other changes in assets and liabilities |
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Net cash provided by operating activities (b) |
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Investing Activities |
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Net (purchases of)/proceeds from redemptions/sales of short-term investments (c) |
( |
) | ||||||
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Net cash used in investing activities |
( |
) | ||||||
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Financing Activities |
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Proceeds from issuance of long-term debt (c) |
||||||||
Long-term debt issuance costs paid (c) |
( |
) | ||||||
Financing activities with Pfizer (d) |
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Net cash provided by financing activities |
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Effect of exchange-rate changes on cash and cash equivalents |
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Net increase/(decrease) in cash and cash equivalents |
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Cash and cash equivalents, beginning |
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Cash and cash equivalents, end |
$ | $ | ||||||
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Supplemental Cash Flow Information |
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Cash paid during the period for: |
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Income taxes |
$ | $ | ||||||
Interest |
(a) |
See Note 4. Tax Matters Note 8. Related Party Transactions. |
(b) |
Represents interest income received on short term investments. |
(c) |
Represents 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. |
(d) |
See Note 8. Related Party Transactions. |
• | 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. |
• | 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). |
The following table provides the components of Other (income)/deductions––net |
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(millions of dollars) |
Three Months Ended September 27, 2020 |
Three Months Ended September 29, 2019 |
Nine Months Ended September 27, 2020 |
Period From February 14, 2019 (Date of Incorporation) to September 29, 2019 |
||||||||||||
Interest income (a) |
$ | ( |
) | $ | — | $ | ( |
) | $ | — | ||||||
Interest expense (b) |
— | — | ||||||||||||||
Net interest expense |
— | — | ||||||||||||||
Foreign exchange (gain)/loss, net (c) |
— | — | ||||||||||||||
Other, net (d) |
||||||||||||||||
Other (income)/deductions––net |
$ | $ | — | $ | $ | — | ||||||||||
(a) |
Represents interest income earned on $ Note 5B Restricted short-term investments Note 5A |
(b) |
Represents interest expense associated with the $ Note 5B |
(c) |
Represents Note 5B) |
(d) |
Primarily represents fees associated with financing arrangements (see Note 5B ). |
September 27, 2020 |
December 31, 2019 |
|||||||||||||||
(millions of dollars) |
Total | Level 2 | Total | Level 2 | ||||||||||||
Financial assets measured at fair value on a recurring basis: |
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Short-term investments |
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Classified as equity securities with readily determinable fair values: |
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Money market funds (a) |
$ | $ | $ | — | $ | — | ||||||||||
Total short-term investments |
$ | $ | $ | — | $ | — | ||||||||||
(a) |
As of September 27, 2020, $ 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, pursuant to the terms of the transaction agreements. The money market funds are primarily invested in U.S. Treasury and government debt with readily determinable fair values (see Note 3 and Note 6 ). |
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: |
||||||||||||||||||||||||
September 27, 2020 | December 31, 2019 | |||||||||||||||||||||||
Carrying Value |
Estimated Fair Value |
Carrying Value |
Estimated Fair Value |
|||||||||||||||||||||
(millions of dollars) |
Total | Level 2 | Total | Level 2 | ||||||||||||||||||||
Financial Liabilities: |
||||||||||||||||||||||||
Long-term debt |
$ | $ | $ | $ | — | $ | — | $ | — |
Principal | ||||||||
(millions of dollars/euros) |
Maturity Date |
Issue Currency |
As of September 27, 2020 |
|||||
Upjohn Inc. (Upjohn) (a) |
$ | |||||||
Total U.S. dollar notes issued in the second quarter of 2020 |
$ | |||||||
Upjohn Finance B.V. (Finco) (a) |
||||||||
€ | ||||||||
Total Euro notes issued in the second quarter of 2020 |
€ |
(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 |
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 September 27, 2020 |
|||
Notes due 2022 (0.981%) |
$ | |||
Notes due 2024 (1.023%) |
||||
Notes due 2025 (1.650%) |
||||
Notes due 2027 (1.767%) |
||||
Notes due 2030 (2.700%) |
||||
Notes due 2032 (1.908%) |
||||
Notes due 2040 (3.850%) |
||||
Notes due 2050 (4.000%) |
||||
|
|
|||
Total long-term debt, principal amount |
||||
Net unamortized discounts and debt issuance costs |
( |
) | ||
|
|
|||
Total long-term debt, carried at historical proceeds, as adjusted |
$ | |||
|
||||
|
(millions of dollars) |
September 27, 2020 |
December 31, 2019 |
||||||
Selected financial assets: |
||||||||
|
|
|
|
|||||
Restricted short-term investments (a) |
$ | 11,413 | $ | — | ||||
|
|
|
|
|||||
Debt: |
||||||||
Long-term debt (a) |
11,535 | $ | — | |||||
|
|
|
|
|||||
Selected net financial liabilities |
$ | (122 | ) | $ | — |
(a) |
As of September 27, 2020, $11.4 billion of proceeds from the Upjohn Debt Transactions (see Notes to Condensed Consolidated Financial Statements ––Note 5B. Financial Instruments: Long-Term Debt Restricted short-term investments ––Note 3. Other (Income)/Deductions––net Note 5B. Financial Instruments: Long-Term Debt |
Years | ||||||||||||||||||||||||
(millions of dollars) |
Total | 2020 | 2021 | 2022-2023 |
2024-2025 |
Thereafter | ||||||||||||||||||
Long-term debt (a) |
$ | 11,535 | $ | — | $ | — | $ | 1,865 | $ | 1,611 | $ | 8,059 | ||||||||||||
Interest payments on long-term debt obligations (b) |
4,598 | 109 | 297 | 515 | 464 | 3,212 |
(a) |
Long-term debt consists of senior unsecured notes, carried at historical proceeds, as adjusted (see Notes to Condensed Consolidated Financial Statements— Note 5B. Financial Instruments: Long-Term Debt |
(b) |
The Company’s calculations of expected interest payments incorporate only current period assumptions for interest rates and foreign currency translation rates (see Notes to Condensed Consolidated Financial Statements— Note 5B. Financial Instruments: Long-Term Debt |
2.1 |
Amendment No. 3, dated as of September 18, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc.* | |
31.1 |
Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 |
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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. | |
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. | |
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. |
* |
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
Upjohn Inc. | ||||
Dated: November 10, 2020 |
By: |
/s/ MICHAEL GOETTLER | ||
Michael Goettler President (Principal Executive Officer) |
EXHIBIT 2.1
AMENDMENT NO. 3 TO THE
SEPARATION AND DISTRIBUTION AGREEMENT
This Amendment No. 3 (this Amendment) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the Agreement), is made as of September 18, 2020 by and between Pfizer Inc., a Delaware corporation (Pluto) and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (Spinco). Each of the foregoing parties is referred to herein as a Party and collectively as the Parties.
WHEREAS, the Parties entered into the Agreement on July 29, 2019;
WHEREAS, the Parties entered into Amendment No. 1 to the Separation and Distribution Agreement on February 18, 2020;
WHEREAS, the Parties entered into Amendment No. 2 to the Separation and Distribution Agreement on May 29, 2020; and
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.
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. Amendments to the Agreement.
(a) Section 1.01 of the Agreement is hereby amended by adding the following definition in the appropriate alphabetical location:
License and Supply Agreements has the meaning set forth in Section 2.08(d).
(b) Schedule 2.02(b)(vi) to the Agreement is hereby amended as set forth on Annex A.
(c) Section 2.08 of the Agreement is hereby amended by adding a new Section 2.08(d) as follows:
(d) Each of Pluto, Spinco and Utah agrees that it will use its reasonable best efforts to cooperate in good faith to negotiate and finalize as promptly as practicable one or more agreements (in each case, including the schedules and exhibits thereto) pursuant to which Pluto shall license to Spinco the commercialization rights in the United States for, and supply to Spinco, the Spinco Products (which license shall exclude, for the avoidance of doubt, the right to commercialize any authorized generic or generic under the marketing authorizations set forth in items 4 and 5 of Schedule 2.02(b)(vi)) for which Pluto or another member of the Pluto Group shall hold the applicable New Drug Application or Abbreviated New Drug Application as of the Distribution Time, excluding any such marketing authorization to be transferred to Spinco or another member of the Spinco Group pursuant to Section 2.04 (the License and Supply Agreements), and each of Pluto, Spinco and Utah, as applicable, will execute and deliver, and cause each of their applicable Subsidiaries to execute and deliver, as applicable, the License and Supply Agreements on or prior to the Distribution Date.
(d) Schedule 5.01(c) to the Agreement is hereby amended as set forth on Annex B.
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, the date hereof or any similar reference shall continue to refer to July 29, 2019.
SECTION 4. Miscellaneous. The provisions of 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 caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
PFIZER INC. | ||
|
||
By: | /s/ Douglas Giordano | |
Name: Douglas Giordano | ||
Title: Senior Vice President | ||
UPJOHN INC. | ||
| ||
By: | /s/ Alison L.M. ONeill | |
Name: Alison L.M. ONeill | ||
Title: Vice President | ||
[Signature Page to
Amendment No. 3 to the Separation and Distribution Agreement]
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: November 10, 2020
/s/ MICHAEL GOETTLER |
Michael Goettler |
President (Principal Executive Officer) |
EXHIBIT 31.2
Certification by the Chief 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: November 10, 2020
/s/ SANJEEV NARULA |
Sanjeev Narula |
Chief Financial Officer, Controller and Treasurer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
Certification by the Chief Principal 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 September 27, 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) |
November 10, 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 September 27, 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) |
November 10, 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.