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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15d-2 OF THE SECURITIES EXCHANGE ACT OF 1934
Contains only financial statements for the fiscal year ended December 31, 2019
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-56114
UPJOHN INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
83-4364296
(I.R.S. Employer Identification Number)
235 East 42nd Street, New York, New York 10017
(Address of principal executive offices) (zip code)
(212) 733-2323
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None
Trading Symbol(s)
N/A
Name of each exchange on which registered
N/A
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: No established public trading market for the registrant’s
common stock.
As of May 6, 2020, there were 100 outstanding shares of the registrant’s common stock, $0.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
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TABLE OF CONTENTS
EXPLANATORY NOTE
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Income for the period from February 14, 2019 (date of incorporation) to December 31, 2019
Consolidated Statement of Comprehensive Income for the period from February 14, 2019 (date of incorporation) to December 31, 2019
Consolidated Balance Sheet as of December 31, 2019
Consolidated Statement of Equity for the period from February 14, 2019 (date of incorporation) to December 31, 2019
Consolidated Statement of Cash Flows for the period from February 14, 2019 (date of incorporation) to December 31, 2019
Notes to Consolidated Financial Statements
EXHIBIT INDEX
SIGNATURES
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EXPLANATORY NOTE
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 “Registration Statement”), of Upjohn Inc. (the “Company” or “Upjohn”), to register shares of its common stock, par value $0.01 per
share, that will be issued and distributed in connection with the series of agreements entered into by Pfizer Inc. (“Pfizer”), Upjohn, Mylan N.V. (“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. A detailed description of
the Upjohn Inc. capital stock and the Transaction is included in the Registration Statement. Upjohn has been newly formed to effect the transactions.
Effective as of the closing of the Transaction, Upjohn will be renamed “Viatris” and will operate both Mylan and the Upjohn Business.
Rule 15d-2 under the Securities Exchange Act of 1934, as amended (“Rule 15d-2”), provides generally that if a company’s registration statement filed
under the Securities Act of 1933, as amended, does not contain certified financial statements for the company’s last full fiscal year preceding the year in
which such registration statement becomes effective (or for the life of the company if less than a full fiscal year), then the company must, within 90 days
after the effective date of such registration statement, file a special financial report furnishing certified financial statements for the last full fiscal year or
other period, as the case may be, meeting the requirements of the form appropriate for annual reports of that company. Rule 15d-2 further provides that
the special financial report is to be filed under cover of the facing sheet of the form appropriate for annual reports of the company.
The Registration Statement did not contain the certified financial statements of the Company for the fiscal year ended December 31, 2019; therefore, as
required by Rule 15d-2, the Company is hereby filing its certified financial statements for the fiscal year ended December 31, 2019 with the SEC under
cover of the facing page of an annual report on Form 10-K.
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FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Stockholder and Board of Directors
Upjohn Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Upjohn Inc. and subsidiaries (the Company) as of December 31, 2019,
the related consolidated statements of income, comprehensive income, equity, and cash flows for the period from February 14, 2019 (date
of incorporation) to December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019,
and the results of its operations and its cash flows for the period from February 14, 2019 (date of incorporation) to December 31, 2019, in
conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error
or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
KPMG LLP
We have served as the Company’s auditor since 2020.
New York, New York
May 7, 2020
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UPJOHN INC.
CONSOLIDATED STATEMENT OF INCOME
Period From
February 14, 2019 (Date
of Incorporation) to
December 31, 2019
—
—
—
—
—
—
(actual dollars and shares)
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
—
100
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
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(actual dollars)
Net income
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UPJOHN INC.
Other comprehensive income/(loss) before tax
Tax provision/(benefit) on other comprehensive income/(loss)
Other comprehensive income/(loss)
Comprehensive income attributable to Upjohn Inc.
$
$
Period From
February 14, 2019 (Date
of Incorporation) to
December 31, 2019
—
—
—
—
—
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
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UPJOHN INC.
CONSOLIDATED BALANCE SHEET
Table of Contents
(actual dollars and shares)
Assets
Total current assets
Total assets
Liabilities and Equity
Total current liabilities
Total liabilities
Commitments and Contingencies
Common stock, $0.01 par value; 1,000 shares authorized; issued: 2019—100 shares
Additional paid-in capital
Due from shareholder
Retained earnings
Accumulated other comprehensive income/(loss)
Total Upjohn Inc. shareholder’s equity
Total liabilities and equity
As of
December 31, 2019
$
$
$
$
—
—
—
—
1
—
(1)
—
—
—
—
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
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UPJOHN INC.
CONSOLIDATED STATEMENT OF EQUITY
(actual dollars and shares)
Initial capitalization, February 14, 2019 (date of
incorporation)
Net income
Other comprehensive income/(loss), net of tax
Balance, December 31, 2019
Common Stock
Shares
Par
Value
Add’l
Paid-In
Capital
Due from
Share-
holder
Retained
Earnings
100
$
1
$ —
$
(1)
$
—
—
100
$
1
$ —
$
(1)
$
—
Accum.
Other
Comp.
Income/
(Loss)
$
—
—
—
$
Upjohn Inc.
Share -
holder’s
Equity
$
$
—
—
—
—
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
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UPJOHN INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Period From
February 14, 2019 (Date
of Incorporation) to
December 31, 2019
—
—
—
—
—
—
—
—
—
—
—
(actual dollars)
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
$
$
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
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Notes to Consolidated Financial Statements
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 two wholly-owned subsidiaries, Utah Acquisition Holdco Inc. and Utah Acquisition Sub Inc., both of which are Delaware
corporations formed on July 25, 2019. The Company and its subsidiaries have not commenced operations, have no significant assets or liabilities and
have not conducted any material activities other than those incidental to its formation from February 14, 2019, its date of incorporation, through
December 31, 2019.
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 “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 N.V. (“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 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. The Company will be spun-off or split-off to Pfizer’s stockholders
and, immediately thereafter, combined with Mylan. 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 is expected to be listed for trading on the NASDAQ. Pfizer stockholders would own 57%
of the combined new company, and former Mylan shareholders would own 43%. The Company will issue $12 billion of debt in connection with its
separation from Pfizer and 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 is generally expected to be tax free to Pfizer and Pfizer stockholders and is expected to close in the second half
of 2020, subject to Mylan shareholder approval and satisfaction of other customary closing conditions, including receipt of regulatory approvals.
B. Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and present the consolidated balance sheet of the Company as of December 31, 2019 and the related consolidated statements of income,
comprehensive income, equity and cash flows of the Company for the period from February 14, 2019 (date of incorporation) to December 31, 2019.
Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the financial
statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the
Company may undertake in the future, actual results may be different from these estimates. At December 31, 2019, Due from shareholder represents a
receivable from Pfizer of $1 in connection with the issuance of the Company’s common stock (see Note 2).
Note 2. Equity
As of December 31, 2019, the Company is authorized to issue 1,000 shares of common stock, par value $0.01 per share.
As of 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.
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EXHIBIT INDEX
31.1
31.2
32.1
32.2
Exhibit 101:
101.INS
Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
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.
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
101.LAB
Inline XBRL Taxonomy Extension Calculation Linkbase
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.
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Under the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report was signed on behalf of the Registrant by the
authorized person named below.
SIGNATURES
Dated: May 7, 2020
By: /S/ MICHAEL GOETTLER
Upjohn Inc.
Michael Goettler
President (Principal Executive Officer)
Under the requirements of the Securities Exchange Act of 1934, this report was signed by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.
Signature
/S/ MICHAEL GOETTLER
Michael Goettler
/S/ SANJEEV NARULA
Sanjeev Narula
/S/ BRYAN SUPRAN
Bryan Supran
/S/ MARGARET M. MADDEN
Margaret M. Madden
/S/ DOUGLAS E. GIORDANO
Douglas E. Giordano
Title
President
(Principal Executive Officer)
Date
May 7, 2020
Chief Financial Officer, Controller and Treasurer
May 7, 2020
(Principal Financial and Accounting Officer)
Director
Director
Director
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May 7, 2020
May 7, 2020
May 7, 2020
I, Michael Goettler, certify that:
1. I have reviewed this Special Financial Report on Form 10-K of Upjohn Inc.;
Certification by the Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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;
EXHIBIT 31.1
4. Intentionally omitted; and
5. Intentionally omitted.
Date: May 7, 2020
/s/ MICHAEL GOETTLER
Michael Goettler
President
(Principal Executive Officer)
I, Sanjeev Narula, certify that:
1. I have reviewed this Special Financial Report on Form 10-K of Upjohn Inc.;
Certification by the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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;
EXHIBIT 31.2
4. Intentionally omitted; and
5. Intentionally omitted.
Date: May 7, 2020
/s/ SANJEEV NARULA
Sanjeev Narula
Chief Financial Officer, Controller and Treasurer
(Principal Financial and Accounting Officer)
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 Special Financial Report on
Form 10-K of Upjohn Inc. for the period from February 14 (date of incorporation) to December 31, 2019 (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.
EXHIBIT 32.1
/s/ MICHAEL GOETTLER
Michael Goettler
President
(Principal Executive Officer)
May 7, 2020
This certification accompanies this Special Financial Report on Form 10-K 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.
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 Special Financial Report on
Form 10-K of Upjohn Inc. for the period from February 14 (date of incorporation) to December 31, 2019 (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.
EXHIBIT 32.2
/s/ SANJEEV NARULA
Sanjeev Narula
Chief Financial Officer, Controller and Treasurer
(Principal Financial and Accounting Officer)
May 7, 2020
This certification accompanies this Special Financial Report on Form 10-K 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.