UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-5315170
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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235 East 42nd Street New York, New York
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10017-5755
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(Address of principal executive offices)
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(Zip Code)
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(212) 733-2323
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.05 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the 2015 Annual Report to Shareholders
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Parts I, II and IV
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Portions of the Proxy Statement for the 2016 Annual Meeting of Shareholders
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Part III
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TABLE OF CONTENTS
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Page
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2015 Financial Report
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Exhibit 13 to this 2015 Form 10-K
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2015 Form 10-K
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Annual Report on Form 10-K for the fiscal year ended December 31, 2015
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2016 Proxy Statement
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Proxy Statement for the 2016 Annual Meeting of Shareholders
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ACA
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U.S. Patient Protection and Affordable Care Act, as amended by the Health Care Reconciliation Act
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Allergan
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Allergan plc
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Alliance revenues
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Revenues from Alliance agreements under which we co-promote products discovered by other companies
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ANDA
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Abbreviated New Drug Application
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BLA
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Biologics License Application
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BMS
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Bristol-Myers Squibb Company
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cGMPs
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current Good Manufacturing Practices
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CFDA
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China Food and Drug Administration
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DEA
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U.S. Drug Enforcement Agency
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Developed Markets
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U.S., Western Europe, Japan, Canada, Australia, Scandinavia, South Korea, Finland and New Zealand
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EEA
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European Economic Area
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EFPIA
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European Federation of Pharmaceutical Industries and Associations
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EMA
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European Medicines Agency
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Emerging Markets
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Includes, but is not limited to, the following markets: Asia (excluding Japan and South Korea), Latin America, Africa, Eastern Europe, Central Europe, the Middle East and Turkey
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EU
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European Union
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FCPA
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U.S. Foreign Corrupt Practices Act
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FFDCA
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U.S. Federal Food, Drug and Cosmetic Act
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FDA
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U.S. Food and Drug Administration
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FTC
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U.S. Federal Trade Commission
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GEP
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Global Established Pharmaceutical segment
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GIP
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Global Innovative Pharmaceutical segment
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Hospira
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Hospira, Inc.
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IPR&D
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In-process Research and Development
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IRS
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U.S. Internal Revenue Service
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ITRSHRA
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Iran Threat Reduction and Syria Human Rights Act of 2012
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I.V.
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intravenous
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LOE
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Loss of Exclusivity
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MCO
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Managed Care Organization
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NDA
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New Drug Application
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NYSE
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New York Stock Exchange
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OTC
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over-the-counter
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PBM
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Pharmacy Benefit Manager
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PGS
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Pfizer Global Supply
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PMDA
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Pharmaceuticals and Medical Device Agency in Japan
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R&D
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Research and Development
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SEC
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U.S. Securities and Exchange Commission
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U.S.
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United States
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VOC
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Global Vaccines, Oncology and Consumer Healthcare segment
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WRD
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Worldwide Research and Development
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WTO-TRIPS
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World Trade Organization Agreement on Trade Related Aspects of Intellectual Property
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PART I
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ITEM 1.
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BUSINESS
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•
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Dietary Supplements
:
Centrum
brands (including
Centrum
,
Centrum Silver
,
Centrum Men’s
and
Women’s
,
Centrum VitaMints
,
Centrum Specialist
,
Centrum Flavor Burst
and
Centrum Kids
),
Caltrate
and
Emergen-C
;
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•
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Pain Management
:
Advil
brands (including
Advil
,
Advil PM
,
Advil Liqui-Gels
,
Advil Film Coated
,
Children’s Advil
,
Infants’ Advil
and
Advil Migraine)
and
ThermaCare
;
|
•
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Gastrointestinal
:
Nexium 24HR/Nexium Control
and
Preparation H
; and
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•
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Respiratory and Personal Care
:
Robitussin
,
Advil Cold & Sinus
,
Advil Sinus Congestion Relief & Pain,
Dimetapp
and
ChapStick
.
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•
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Legacy Established Products
: includes products that have lost patent protection (excluding Sterile Injectable Pharmaceuticals and Peri-LOE Products);
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•
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Peri-LOE Products
: includes products that have recently lost or are anticipated to soon lose patent protection. These products primarily include
Celebrex
,
Zyvox
and
Revatio
in most developed markets,
Lyrica
in the EU,
Pristiq
in the U.S. and
Inspra
in the EU;
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•
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Sterile Injectable Pharmaceuticals
: includes generic injectables and proprietary specialty injectables (excluding Peri-LOE Products);
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•
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Infusion Systems
: includes medication management systems products composed of infusion pumps and related software and services, as well as I.V. infusion products, including large volume I.V. solutions and their associated administration sets;
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•
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Biosimilars
: includes
Inflectra
(biosimilar infliximab) in Canada, Mexico, Australia and certain European markets,
Nivestim
(biosimilar filgrastim) in Australia and certain European and Asian markets and
Retacrit
(biosimilar epoetin) in certain European markets; and
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•
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Other Established Products
: includes legacy Hospira’s One-to-One contract manufacturing and bulk pharmaceutical chemical sales organizations.
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Drug
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U.S. Basic Product Patent Expiration Year
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Major EU Basic Product Patent Expiration Year
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Japan Basic Product Patent Expiration Year
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Viagra
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2012
(1)
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2013
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2013
(1)
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Enbrel
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N/A
(2)
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2015
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2015
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Celebrex
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2014
(3)
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2014
(3)
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2019
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Zyvox
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2015
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2016
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2019
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Lyrica
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2018
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2014
(4)
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2022
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Chantix
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2020
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2021
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2022
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Inlyta
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2020
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2025
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2025
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Xeljanz
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2020
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N/A
(5)
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2025
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Sutent
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2021
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2021
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2024
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Eliquis
(6)
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2023
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2026
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2026
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Ibrance
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2023
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N/A
(7)
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N/A
(7)
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Prevnar 13/Prevenar 13
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2026
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2026
(8)
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2029
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Xalkori
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2029
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2027
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2028
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(1)
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In addition to the basic product patent covering
Viagra
, which expired in 2012,
Viagra
is covered by a U.S. method-of-treatment patent which, including the six-month pediatric exclusivity period associated with
Revatio
(which has the same active ingredient as
Viagra
), expires in 2020. However, as a result of a patent litigation settlement, Teva Pharmaceuticals USA, Inc. will be allowed to launch a generic version of
Viagra
in the U.S. in December 2017, or earlier under certain circumstances. The corresponding method-of-treatment patent covering
Viagra
in Japan expired in May 2014.
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(2)
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Pfizer markets
Enbrel
outside the U.S. and Canada. For additional information, see the
Overview of Our Performance, Operating Environment, Strategy and Outlook—Our Operating Environment—Industry-Specific Challenges
—
Intellectual Property Rights and Collaboration/Licensing Rights
section in our
2015
Financial Report. In January 2016, the European Commission approved an etanercept biosimilar referencing Enbrel.
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(3)
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In December 2014, generic versions of
Celebrex
became available pursuant to settlement agreements with several generic manufacturers.
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(4)
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For
Lyrica
, regulatory exclusivity in the EU expired in July 2014.
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(5)
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Xeljanz
is not approved in the EU.
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(6)
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Eliquis
was developed and is being commercialized in collaboration with BMS.
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(7)
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Ibrance
is awaiting marketing authorization in the EU and Japan.
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(8)
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The EU patent that covers the combination of the 13 serotype conjugates of
Prevenar
13
has been revoked following an opposition proceeding. This first instance decision has been appealed. There are other EU patents and pending applications covering the formulation and various aspects of the manufacturing process of
Prevenar
13
that remain in force.
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•
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increasing drug rebates paid to state Medicaid programs under the Medicaid Drug Rebate Program for brand name and generic prescription drugs and extending those rebates to Medicaid managed care;
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•
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requiring pharmaceutical manufacturers to provide discounts on brand name prescription drugs sold to Medicare beneficiaries whose prescription drug costs cause the beneficiaries to be subject to the Medicare Part D coverage gap;
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•
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imposing an annual fee on manufacturers and importers of brand name prescription drugs reimbursed under certain government programs, including Medicare and Medicaid; and
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•
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imposing an annual excise tax on manufacturers and importers of medical devices offered for sale in the U.S.
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•
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environment-related capital expenditures— $23 million; and
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•
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other environment-related expenses— $144 million.
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ITEM 1A.
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RISK FACTORS
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•
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the diversion of management attention to integration matters;
|
•
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difficulties in integrating operations and systems;
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•
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challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;
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•
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difficulties in assimilating employees and in attracting and retaining key personnel;
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•
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challenges in keeping existing customers and obtaining new customers;
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•
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difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities and growth prospects from the combination;
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•
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difficulties in managing the expanded operations of a significantly larger and more complex company and in coordinating a geographically dispersed organization; and
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•
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potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the merger.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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Name
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Age
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Position
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Ian C. Read
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62
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Chairman of the Board and Chief Executive Officer of Pfizer since December 2011. President and Chief Executive Officer from December 2010. Previously, he served as Senior Vice President and Group President of the Worldwide Biopharmaceutical Businesses, which he led from 2006 through December 2010. In that role, he oversaw five global business units—Primary Care, Specialty Care, Oncology, Established Products and Emerging Markets. Mr. Read began his career with Pfizer in 1978 as an operational auditor. He worked in Latin America through 1995, holding positions including Chief Financial Officer, Pfizer Mexico, and Country Manager, Pfizer Brazil. In 1996, he was appointed President of Pfizer’s International Pharmaceuticals Group, with responsibility for Latin America and Canada. He became Executive Vice President, Europe, in 2000, was named a Corporate Vice President in 2001, and assumed responsibility for Canada, in addition to Europe, in 2002. Mr. Read later became accountable for operations in both the Africa/Middle East region and Latin America as well. Director of Kimberly-Clark Corporation. Mr. Read serves on the Boards of Pharmaceutical Research and Manufacturers of America (PhRMA) and the Partnership of New York City. Member of the U.S.-China Business Council. Our Director since December 2010.
|
|
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Albert Bourla
|
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54
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Group President, Global Innovative Pharma Business since February 2016 and Group President, Vaccines, Oncology and Consumer Healthcare since January 2014. President and General Manager of Established Products Business Unit from December 2010 until December 2013. Area President Europe, Africa, Asia and Pacific of Pfizer Animal Health from 2009 until November 2010. Area President Europe, Africa and Middle East of Pfizer Animal Health from 2005 until 2009.
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Frank A. D’Amelio
|
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58
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Executive Vice President, Business Operations and Chief Financial Officer since December 2010. Senior Vice President and Chief Financial Officer from September 2007 until December 2010. Prior to joining Pfizer, he was Senior Executive Vice President of Integration and Chief Administrative Officer of Alcatel-Lucent from November 2006 until August 2007. Director of Zoetis Inc. and of Humana Inc. and Chair of the Humana Audit Committee. He is a Director of the Independent College Fund of New Jersey and the Gillen Brewer School.
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|
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Mikael Dolsten
|
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57
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President of Worldwide Research and Development since December 2010. Senior Vice President; President of Worldwide Research and Development from May 2010 until December 2010. Senior Vice President; President of Pfizer BioTherapeutics Research & Development Group from October 2009 until May 2010. He was Senior Vice President of Wyeth and President, Wyeth Research from June 2008 until October 2009. He was a Private Equity Partner at Orbimed Advisors, LLC from January 2008 until June 2008. Director of Karyopharm Therapeutics Inc.
|
|
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Charles H. Hill III
|
|
60
|
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Executive Vice President, Worldwide Human Resources since December 2010. Senior Vice President, Human Resources for Worldwide Biopharmaceuticals Businesses from 2008 through December 2010. Vice President, Human Resources, Worldwide Pharmaceutical Operations from 2004 through 2008. Director of Zoetis Inc. from July 2012 until June 2013.
|
|
|
|
|
|
Rady A. Johnson
|
|
54
|
|
Executive Vice President, Chief Compliance and Risk Officer since December 2013. Senior Vice President and Associate General Counsel from October 2006 until December 2013.
|
|
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Douglas M. Lankler
|
|
50
|
|
Executive Vice President and General Counsel since December 2013. Corporate Secretary from January 2014 until February 2014. Executive Vice President, Chief Compliance and Risk Officer from February 2011 until December 2013. Executive Vice President, Chief Compliance Officer from December 2010 until February 2011. Senior Vice President and Chief Compliance Officer from January 2010 until December 2010. Senior Vice President, Deputy General Counsel and Chief Compliance Officer from August 2009 until January 2010. Senior Vice President, Associate General Counsel and Chief Compliance Officer from October 2006 until August 2009.
|
|
|
|
|
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Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Freda C. Lewis-Hall
|
|
61
|
|
Executive Vice President, Chief Medical Officer since December 2010. Senior Vice President, Chief Medical Officer from May 2009 until December 2010. Previously, she was Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals from June 2008 until May 2009. Dr. Lewis-Hall was Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Company from 2003 until May 2008. Director of Tenet Healthcare Corporation.
|
|
|
|
|
|
Anthony J. Maddaluna
|
|
63
|
|
Executive Vice President; President, Pfizer Global Supply since January 2013. President, Pfizer Global Supply from 2011 until December 2012. Senior Vice President, Strategy & Supply Network Transformation from 2009 until December 2010. Vice President, Strategy & Supply Network Transformation from 2008 until 2009. Vice President and Team Leader, Europe from 1998 until 2008 including responsibility for global logistics and strategic planning from 2005 through 2008. Mr. Maddaluna represents Pfizer on the National Association of Manufacturers (NAM) and is a member of the NAM Executive Committee. Director of Albany Molecular Research Inc.
|
|
|
|
|
|
Laurie J. Olson
|
|
52
|
|
Executive Vice President, Strategy, Portfolio and Commercial Operations since July 2012. Senior Vice President - Strategy and Portfolio Management from 2011 until July 2012. Senior Vice President - Portfolio Management and Analytics from 2008 until 2010. Since joining Pfizer in 1987 as an Analyst in the Company’s marketing research organization, Ms. Olson has served in a variety of marketing leadership positions with increasing responsibility in both the Company’s U.S. and global commercial organizations.
|
|
|
|
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Sally Susman
|
|
54
|
|
Executive Vice President, Corporate Affairs (formerly Policy, External Affairs and Communications) since December 2010. Senior Vice President, Policy, External Affairs and Communications from December 2009 until December 2010. Senior Vice President and Chief Communications Officer from February 2008 until December 2009. Prior to joining Pfizer, Ms. Susman held senior level positions at The Est
é
e Lauder Companies, including Executive Vice President from 2004 to January 2008. Director of WPP plc.
|
|
|
|
|
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John D. Young
|
|
51
|
|
Group President, Global Established Pharma Business since January 2014. President and General Manager, Pfizer Primary Care from June 2012 until December 2013. Primary Care Business Unit’s Regional President for Europe and Canada from 2009 until June 2012. U.K. Country Manager from 2007 until 2009.
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PART II
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ITEM 5.
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MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
Total Number
of Shares
Purchased
(b)
|
|
Average Price
Paid per
Share
(b)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan
(a)
|
|
Approximate Dollar Value of Shares
that May Yet Be Purchased
Under the Plan
(a)
|
||||||
September 28, 2015 through October 25, 2015
|
6,990
|
|
|
$
|
27.89
|
|
|
—
|
|
|
$
|
5,355,862,076
|
|
October 26, 2015 through November 30, 2015
|
42,521
|
|
|
$
|
33.86
|
|
|
—
|
|
|
$
|
5,355,862,076
|
|
December 1, 2015 through December 31, 2015
|
258,768
|
|
|
$
|
32.79
|
|
|
—
|
|
|
$
|
16,355,862,076
|
|
Total
|
308,279
|
|
|
$
|
32.83
|
|
|
—
|
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(a)
|
On June 27, 2013, we announced that the Board of Directors had authorized a $10 billion share-purchase plan, which was exhausted in the first quarter of 2015 (the June 2013 Stock Purchase Plan). On October 23, 2014, we announced that the Board of Directors had authorized an additional $11 billion share-purchase plan, and share purchases commenced thereunder in January 2015 (the October 2014 Stock Purchase Plan). On February 9, 2015, we entered into an accelerated share repurchase agreement with Goldman, Sachs & Co. (GS&Co.) to repurchase shares of our common stock. This agreement was entered into under our previously announced share repurchase authorization. Pursuant to the terms of the agreement, on February 11, 2015, we paid
$5 billion
to GS&Co. and received approximately
151 million
shares of our common stock from GS&Co. On July 2, 2015, the accelerated share repurchase agreement with GS&Co. was completed, which, per the terms of the agreement, resulted in us owing GS&Co. a certain number of shares of Pfizer common stock or its equivalent dollar value. Pursuant to the agreement’s settlement terms, we elected to settle this amount in cash and paid an additional
$160 million
to GS&Co. on July 13, 2015, resulting in a total of approximately
$5.2 billion
paid to GS&Co. The final average price paid for the shares delivered under the accelerated share repurchase agreement was $34.13 per share. In November 2015, Pfizer announced that, consistent with 2015, it anticipates executing an approximately $5 billion accelerated share repurchase program in the first half of 2016. The actual size and timing of any such share repurchases will depend on actual and expected future results.
In December 2015, the Board of Directors authorized a new $11 billion share repurchase program to be utilized over time. After giving effect to the accelerated share repurchase agreement executed in 2015, as well as other share repurchases through year-end 2015, our remaining share-purchase authorization was approximately
$16.4 billion
as of December 31, 2015.
|
(b)
|
These columns reflect the following transactions during the
fourth
fiscal quarter of
2015
: (i) the surrender to Pfizer of 65,760 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees; (ii) the open market purchase by the trustee of 20,062 shares of common stock in connection with the reinvestment of dividends paid on common stock held in trust for employees who were granted performance share awards and who deferred receipt of such awards; (iii) the surrender to Pfizer of 185 shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance share awards issued to employees; and (iv) the surrender to Pfizer of 222,272 shares of common stock to pay the exercise price and to satisfy tax withholding obligations in connection with the exercise of employee stock options.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
PART IV
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
•
|
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
|
•
|
Consolidated Statements of Income
|
•
|
Consolidated Statements of Comprehensive Income
|
•
|
Consolidated Balance Sheets
|
•
|
Consolidated Statements of Equity
|
•
|
Consolidated Statements of Cash Flows
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Quarterly Consolidated Financial Data (Unaudited)
|
2.1
|
|
Agreement and Plan of Merger, dated as of November 22, 2015, among Pfizer Inc., Allergan plc and Watson Merger Sub Inc. is incorporated by reference from our Current Report on Form 8-K filed on November 23, 2015 (File No. 001-03619). (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Merger Agreement.)
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of February 5, 2015, among Pfizer Inc., Perkins Holding Company and Hospira, Inc. is incorporated by reference from our Current Report on Form 8-K filed on February 6, 2015 (File No. 001-03619). (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Merger Agreement.)
|
|
|
|
3.1
|
|
Our Restated Certificate of Incorporation dated April 12, 2004, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended March 28, 2004 (File No. 001-03619).
|
|
|
|
3.2
|
|
Amendment dated May 1, 2006 to Restated Certificate of Incorporation dated April 12, 2004, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended July 2, 2006 (File No. 001-03619).
|
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3.3
|
|
Our By-laws, as amended December 14, 2015, are incorporated by reference from our Current Report on Form 8-K filed on December 18, 2015 (File No. 001-03619).
|
|
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4.1
|
|
Indenture, dated as of January 30, 2001, between us and The Chase Manhattan Bank, is incorporated by reference from our Current Report on Form 8-K filed on January 30, 2001 (File No. 001-03619).
|
|
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4.2
|
|
First Supplemental Indenture, dated as of March 24, 2009, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as Trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended June 28, 2009 (File No. 001-03619).
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|
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4.3
|
|
Second Supplemental Indenture, dated as of June 2, 2009, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as Trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on June 3, 2009 (File No. 001-03619).
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4.4
|
|
Third Supplemental Indenture, dated as of June 3, 2013, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as Trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on June 3, 2013 (File No. 001-03619).
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4.5
|
|
Fourth Supplemental Indenture, dated as of May 15, 2014, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as Trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our 8-K report filed on May 15, 2014 (File No. 001-03619).
|
|
|
|
4.6
|
|
Fifth Supplemental Indenture, dated as of October 5, 2015, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as Trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our 8-K report filed on October 6, 2015 (File No. 001-03619).
|
|
|
|
4.7
|
|
Indenture, dated as of April 10, 1992, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference from Wyeth’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
|
|
|
|
4.8
|
|
Supplemental Indenture, dated as of October 13, 1992, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference from Wyeth’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
|
|
|
|
4.9
|
|
Fifth Supplemental Indenture, dated as of December 16, 2003, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference from Wyeth’s 2003 Annual Report on Form 10-K (File No. 001-01225).
|
4.10
|
|
Sixth Supplemental Indenture, dated as of November 14, 2005, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference from Wyeth’s Current Report on Form 8-K filed on November 15, 2005 (File No. 001-01225).
|
|
|
|
4.11
|
|
Seventh Supplemental Indenture, dated as of March 27, 2007, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference from Wyeth’s Current Report on Form 8-K filed on March 28, 2007 (File No. 001-01225).
|
|
|
|
4.12
|
|
Eighth Supplemental Indenture, dated as of October 30, 2009, between Wyeth, us and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as Trustee, to Indenture dated as of April 10, 1992 (as amended on October 13, 1992), is incorporated by reference from our Current Report on Form 8-K filed on November 3, 2009 (File No. 001-03619).
|
|
|
|
4.13
|
|
Except as set forth in Exhibits 4.1-12 above, the instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries have been omitted.
1
|
|
|
|
10.1
|
|
2001 Stock and Incentive Plan is incorporated by reference from our Proxy Statement for the 2001 Annual Meeting of Shareholders (File No. 001-03619).
|
|
|
|
10.2
|
|
Pfizer Inc. 2004 Stock Plan, as Amended and Restated is incorporated by reference from our 2011 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.3
|
|
Pfizer Inc. 2014 Stock Plan is incorporated by reference from our Proxy Statement for the 2014 Annual Meeting of Shareholders (File No. 001-03619).
|
10.4
|
|
Form of Stock Option Grant Notice and Summary of Key Terms is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended September 26, 2004 (File No. 001-03619).
|
|
|
|
*10.5
|
|
Form of Executive Grant Letter.
|
|
|
|
10.6
|
|
Amended and Restated Nonfunded Supplemental Retirement Plan, together with all material Amendments is incorporated by reference from our 2011 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.7
|
|
Amended and Restated Nonfunded Deferred Compensation and Supplemental Savings Plan is incorporated by reference from our 2012 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.8
|
|
Amendment to Amended and Restated Nonfunded Deferred Compensation and Supplemental Savings Plan, dated June 20, 2013, is incorporated by reference from our 2013 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
1
We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries.
|
10.9
|
|
Amendment No. 2 to Amended and Restated Nonfunded Deferred Compensation and Supplemental Savings Plan, dated December 10, 2014, is incorporated by reference from our 2014 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
*10.10
|
|
Pfizer Inc. Global Performance Plan.
|
|
|
|
10.11
|
|
Executive Annual Incentive Plan is incorporated by reference from our 2012 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.12
|
|
Amended and Restated Deferred Compensation Plan is incorporated by reference from our 2012 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.13
|
|
Amendment to Amended and Restated Deferred Compensation Plan, dated June 20, 2013, is incorporated by reference from our 2013 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.14
|
|
Wyeth 2005 (409A) Deferred Compensation Plan (frozen as of January 2012, together with all material Amendments, is incorporated by reference from our 2013 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.15
|
|
Amended and Restated Wyeth Supplemental Employee Savings Plan (effective as of January 1, 2005 and frozen as of January 2012), together with all material Amendments is incorporated by reference from our 2011 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.16
|
|
Amendment to Amended and Restated Wyeth Supplemental Employee Savings Plan, dated June 20, 2013, is incorporated by reference from our 2013 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.17
|
|
Amended and Restated Wyeth Supplemental Executive Retirement Plan (effective as of January 1, 2005), together with all material Amendments is incorporated by reference from our 2011 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.18
|
|
The form of Indemnification Agreement with each of our non-employee Directors is incorporated by reference from our 1996 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.19
|
|
The form of Indemnification Agreement with each of the Named Executive Officers identified in our 2015 Proxy Statement is incorporated by reference from our 1997 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.20
|
|
Letter to Frank A. D’Amelio regarding replacement pension benefit dated August 22, 2007 is incorporated by reference from our Current Report on Form 8-K filed on August 22, 2007 (File No. 001-03619).
|
|
|
|
10.21
|
|
Executive Severance Plan is incorporated by referenced from our Current Report on Form 8-K filed on February 20, 2009 (File No. 001-03619).
|
|
|
|
10.22
|
|
Annual Retainer Unit Award Plan (for Non-Employee Directors) (frozen as of March 1, 2006) as amended, is incorporated by reference from our 2008 Annual Report on Form 10-K (File No. 001-03619).
|
|
|
|
10.23
|
|
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, as amended, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-03619).
|
|
|
|
10.24
|
|
Form of Special Award Letter Agreement is incorporated by reference from our Current Report on Form 8-K filed on October 28, 2009 (File No. 001-03619).
|
|
|
|
10.25
|
|
Offer Letter to G. Mikael Dolsten, dated April 6, 2009, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended April 3, 2011 (File No. 001-03619).
|
|
|
|
10.26
|
|
Offer Letter to Geno J. Germano, dated April 6, 2009, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended April 3, 2011 (File No. 001-03619).
|
|
|
|
*12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
*13
|
|
Portions of the 2015 Financial Report, which, except for those sections incorporated by reference, are furnished solely for the information of the SEC and are not to be deemed “filed.”
|
|
|
|
*21
|
|
Subsidiaries of the Company.
|
|
|
|
*23
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
*24
|
|
Power of Attorney (included as part of signature page).
|
|
|
|
*31.1
|
|
Certification by the Chief 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 Chief 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.
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
Pfizer Inc.
|
||
|
|
|
|
Dated: February 29, 2016
|
By:
|
|
/S/ MARGARET M. MADDEN
|
|
|
|
Margaret M. Madden
Vice President and Corporate Secretary
Chief Governance Counsel
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ IAN C. READ
Ian C. Read
|
|
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/S/ FRANK A. D’AMELIO
Frank A. D’Amelio
|
|
Executive Vice President, Business Operations and
Chief Financial Officer (Principal Financial Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/S/ LORETTA V. CANGIALOSI
Loretta V. Cangialosi
|
|
Senior Vice President—Controller
(Principal Accounting Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/S/ DENNIS A. AUSIELLO
Dennis A. Ausiello
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/S/ W. DON CORNWELL
W. Don Cornwell
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/S/ JOSEPH J. ECHEVARRIA
Joseph J. Echevarria
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/S/ FRANCES D. FERGUSSON
Frances D. Fergusson
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/S/ HELEN H. HOBBS
Helen H. Hobbs
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ JAMES M. KILTS
James M. Kilts
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/S/ SHANTANU NARAYEN
Shantanu Narayen
|
|
Director
|
|
February 24, 2016
|
|
|
|
|
|
/S/ SUZANNE NORA JOHNSON
Suzanne Nora Johnson
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/S/ STEPHEN W. SANGER
Stephen W. Sanger
|
|
Director
|
|
February 24, 2016
|
|
|
|
|
|
/S/ JAMES C. SMITH
James C. Smith
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
Award Type
|
Grant Price
|
Shares (#)
|
Dates
|
5-Year Total Shareholder Return Units (“5-YR TSRUs”)
|
$XX.XX
|
«M_5Yr_TSRU__USE»
|
Grant Date – [Date]
Vesting Date – [Date]
Settlement Date – [Date]
|
7-Year Total Shareholder Return Units (“7-YR TSRUs”)
|
$XX.XX
|
«M_7Yr_TSRU__USE»
|
Grant Date – [Date]
Vesting Date – [Date]
Settlement Date – [Date]
|
Performance Share Awards (“PSAs”)
|
N/A
|
«PSA__USE»
|
Grant Date – [Date]
Vesting Date – [Date]
Performance Period: [Date to Date]
|
Award Type
|
Grant Price
|
Shares (#)
|
Dates
|
7-Year Total Shareholder Return Units (“7-YR TSRUs”)
|
$XX.XX
|
«Colleague_ID»
|
Grant Date – [Date]
Vesting Date – [Date]
Settlement Date – [Date]
|
Portfolio Performance Shares (“PPSs”)
|
N/A
|
«Colleague_ID»
|
Grant Date – [Date]
Vesting Date – [Date]
Performance Period: [Date to Date]
|
Restricted Stock Units (“RSUs”)
|
N/A
|
«Colleague_ID»
|
Grant Date – [Date]
Vesting Date – [Date]
|
(a)
|
“Affiliate” shall mean (i) any Person that directly, or through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company or (ii) any entity in which the Company has a significant equity interest, as determined by the Committee, and (iii) the employees of such entity or Person are eligible to participate in the Plan, as determined by the Committee.
|
(b)
|
“Award” shall mean any cash incentive award granted pursuant to the provisions of the Plan.
|
(c)
|
“Board” shall mean the Board of Directors of the Company.
|
(d)
|
“Cause” shall include, but not be limited to, a termination of employment for significant breach of Company policy, inadequate work performance due to intentional or deliberate misconduct or intentional or deliberate failure to act, destruction of Company property, commission of unlawful acts against or reflecting on the Company, or similar occurrences. The Committee, or its designee, the Executive Vice President of Worldwide Human Resources or the Senior Vice President, Total Rewards, or its or his or her respective successors, in its or his or her sole and absolute discretion, shall determine whether a termination of employment is for “Cause.”
|
(e)
|
“CEO” shall mean the Chief Executive Officer of the Company.
|
(f)
|
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
|
(g)
|
“Committee” shall mean the Compensation Committee of the Board or such other persons or committee to whom it has delegated any authority, as may be appropriate.
|
(h)
|
“Company” shall mean Pfizer Inc., a Delaware corporation.
|
(i)
|
“EAIP” shall mean the Pfizer Inc. Executive Annual Incentive Plan.
|
(j)
|
“Eligible Earnings” shall mean:
|
1)
|
For Group 1 Countries: a Participant’s month-end base salary paid over the course of the Performance Period (as well as any lump-sum payment made in lieu of a merit increase) adjusted for any portion of the year in which the Participant was not eligible for the Plan.
|
2)
|
For Group 2 Countries: a Participant’s base salary as of the immediately preceding December 31
st
unless there is a change in status as a full-time or part-time Employee.
|
3)
|
For Participants in the ELTI Program: a Participant’s local base salary midpoint for each month over the course of the Performance Period adjusted for any portion of the year in which the Participant was not eligible under the Plan, or to reflect a change in salary grade.
|
(k)
|
“ELTI Program” shall mean the Company’s Executive Long-Term Incentive Program.
|
(l)
|
“Employee” shall mean any employee of the Company or any Affiliate. For any and all purposes under this Plan, the term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant or a person otherwise
|
(m)
|
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
|
(n)
|
“Executive Leadership Team” shall mean the team of executives of the Company reporting directly to the CEO of the Company, and including the CEO.
|
(o)
|
“Group 1 and Group 2 Countries” shall mean the countries as set forth in Appendix A hereto.
|
(p)
|
“IFW” shall mean an Incident Final Warning issued by the Company or an Affiliate to the Employee.
|
(q)
|
“Incentive Pool” shall mean the fund underlying the Plan from which payment of Awards are made.
|
(r)
|
“Incentive Award Opportunity” shall mean the total potential cash compensation opportunity underlying an Award for a Performance Period ranging from zero to two times (0%-200%) a Participant’s Incentive Target Percentage.
|
(s)
|
“Incentive Target Percentage” shall mean the targeted level of compensation underlying an Award granted to a Participant for a Performance Period, expressed as a percentage of the Participant’s Eligible Earnings (for Participants in the ELTI Program, the local base salary midpoint earned during the Performance Period).
|
(t)
|
“Incentive Target Amount” shall mean the targeted level of compensation underlying an Award granted to a Participant for a Performance Period, expressed as a fixed value.
|
(u)
|
“Involuntary Termination” shall mean a termination of an Employee’s employment with the Company or an Affiliate by the Company or Affiliate. For purposes of this Plan only, an Involuntary Termination shall include “Terminations Due to Curtailments or Cessations of Operations, Reorganizations, Position Eliminations, or Job Restructurings Due to a Change in Required Competencies or Qualification for Position” and terminations due to failure to return to work following the expiration of short-term disability benefits because either the employee remains physically or mentally unable to return to work or because his or her position is filled while he or she is on an approved disability leave of absence.
|
(v)
|
“Key Employee” means an Employee treated as a “specified employee” as of his or her Separation from Service under Code Section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of the Company or its Affiliates if the Company’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined under rules adopted by the Company in accordance with Section 409A. Notwithstanding the foregoing, the Executive Vice President, Worldwide Human Resources or the Senior Vice President, Total Rewards, or the successor or the designee of either, may, under the alternative permissible methods allowable under Section 409A, adopt an alternative identification and effective date for purposes of determining which employees are Key Employees.
|
(w)
|
“Participant” shall mean an Employee who is selected by the Committee or the Board from time to time in their sole discretion to receive an Award under the Plan.
|
(x)
|
“Performance Period” shall mean one calendar year during which any performance goals specified by the Committee with respect to any Awards to be granted under the Plan are to be measured.
|
(y)
|
“Performance-Related Termination” shall mean an involuntary termination of employment because the Employee does not meet the performance or other essential requirements of his or her job. The determination of whether the Employee’s termination is a Performance-Related Termination shall be made by the Executive Vice President, Worldwide Human Resources, or the Senior Vice President, Total Rewards, or his or her respective successors or the designee of either, in his or her sole and absolute discretion.
|
(z)
|
“Person” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.
|
(aa)
|
“Retirement” shall mean having attained a minimum age of 55 and a minimum of 10 years of service at the time of a Participant’s separation from the Company, unless determined otherwise, and which shall also constitute a Separation from Service for United States Participants, or as determined under local law for all other Participants.
|
(bb)
|
Section 409A” shall mean Section 409A of the Code and the regulations and other guidance issued thereunder by the U.S. Treasury or Internal Revenue Service.
|
(cc)
|
Senior Leadership Council” shall mean that group of executives designated by the Company as members of the Senior Leadership Council.
|
(dd)
|
“Separation from Service” means a “separation from service” within the meaning of Section 409A.
|
(ee)
|
“Target Incentive Award” shall mean the targeted level of cash compensation underlying an Award granted to a Participant for a Performance Period, calculated in accordance with Section 5 of the Plan.
|
(ff)
|
“Termination Due to Curtailments or Cessations of Operations, Reorganizations, Position Eliminations, or Job Restructurings Due to a Change in Required Competencies or Qualification for Position” shall mean an involuntary termination as the direct result of curtailment or cessation of operations, reorganization or position elimination, or job restructuring due to a change in required competencies or qualification for the position. The determination of whether a curtailment or cessation of operations,
|
(gg)
|
“Compliance Written Warning” shall mean a Written Warning Letter resulting from a Compliance investigation issued by the Company or an Affiliate to an Employee.
|
(a)
|
Any Employee shall be eligible to be selected as a Participant; however, only those Employees identified as Participants by the Committee or its designee, with respect to a Performance Period shall participate in the Plan for such Performance Period. Any Employee newly hired by the Company after October 1 shall not become eligible to participate in the Plan until the January 1 immediately following his or her hire date, except as waived by the Committee or their designee in its or their sole and absolute discretion. An Employee may only participate in one annual cash incentive plan sponsored by the Company or any Affiliate with respect to a Performance Period. As such, any Employee who is a participant in a sales incentive program or another cash incentive plan with respect to a Performance Period is not eligible to participate in the Plan.
|
(b)
|
Any Employee that is eligible to receive an award under the EAIP for any Performance Period shall (i) participate in this Plan with respect to the determination and funding of the Incentive Pool, and (ii) for the avoidance of doubt, shall only receive one cash incentive award during a Performance Period which shall be subject to the additional terms and conditions set forth in the EAIP plan document and related materials so that such awards remain “performance-based” compensation in accordance with Section 162(m) of the Code. To the extent that there are any conflicts between this Plan and the terms of the EAIP, the EAIP will prevail.
|
(c)
|
Effective as of January 1, 2016, any Employee who is performing services in the U.S. or Puerto Rico and is eligible to receive an award for a Performance Period who is issued a Compliance Written Warning during such Performance Period, may not receive an Award in excess of the lesser of (i) Ninety percent (90%) of his or her Target Incentive Award, or (ii) Ninety percent (90%) of his or her award prior to consideration of the Participant’s performance as set forth in Section 5(a)(4). Effective as of January 1, 2016, any Employee who is performing services in the U.S. or Puerto Rico and is eligible to receive an award for a Performance Period who is issued an IFW during such Performance Period, may not receive an Award in excess of the
|
1)
|
The initial funding of the Incentive Pool is equal to the sum of the Target Incentive Awards for all Participants for the Performance Period.
|
2)
|
The final funding of the Incentive Pool is determined by the Committee, in its discretion, based on the Company’s performance against pre-set annual goals for the following financial measures (i) revenue, (ii) adjusted diluted earnings per share (EPS), and (iii) cash flow from operations.
|
3)
|
Once the final pool funding is determined, Incentive Pool dollars are allocated to the business unit, division or function in which a Participant worked during the Performance Period based on the achievement of pre-set annual goals for the business unit, division or function, and as determined by the CEO.
|
4)
|
A Participant’s actual Award is determined based on his or her Target Incentive Award, adjusted by the funding factors stated above and further adjusted to reflect the specific business unit, division or country performance, as well as the Participant’s performance against objectives for the Performance Period, as assessed by the Participant’s manager in accordance with procedures, guidelines and/or metrics established by the Committee, or its designee, from time to time.
|
i.
|
Group 1 Countries: the sum of the product of a Participant’s month-end Eligible Earnings, multiplied by the Incentive Target Percentage for the Participant’s salary grade in the respective month, for each month the Participant is eligible to participate in the Plan.
|
ii.
|
Group 2 Countries: the product of a Participant’s Eligible Earnings as of the immediately preceding December 31
st
, multiplied by the Incentive Target Percentage in effect on December 31
st
for the Participant’s salary grade, pro-rated for the number of months during the calendar year in which he or she is eligible to participate in the Plan.
|
iii.
|
For Participants in the ELTI Program: the product of the local base salary midpoint for the portion of each month during the Performance Period in which he or she is eligible to participate in the Plan (adjusted for changes in grades, Incentive Target Percentages or eligibility, as applicable), multiplied by the Incentive Target Percentage for the Participant’s salary grade in the respective month.
|
Group 1 Countries
(Accumulation Of Month-end Salary and Targets)
|
||||
AUS
|
AUSTRALIA
|
|
KAZ
|
KAZAKHSTAN
|
AUT
|
AUSTRIA
|
|
KOR
|
KOREA, REPUBLIC OF
|
ZAE
|
AZERBAIJAN
|
|
LVA
|
LATVIA
|
BLR
|
BELARUS
|
|
LTU
|
LITHUANIA
|
BEL
|
BELGIUM
|
|
LUX
|
LUXEMBOURG
|
BIH
|
BOSNIA & HERZEGOVINA
|
|
MYS
|
MALAYSIA
|
BRA
|
BRAZIL
|
|
MEX
|
MEXICO
|
BGR
|
BULGARIA
|
|
NLD
|
NETHERLANDS
|
CAN
|
CANADA
|
|
NZL
|
NEW ZEALAND
|
CHL
|
CHILE
|
|
NIC
|
NICARAGUA
|
CHN
|
CHINA
|
|
NOR
|
NORWAY
|
COL
|
COLOMBIA
|
|
PAK
|
PAKISTAN
|
CYP
|
CYPRUS
|
|
PHL
|
PHILIPPINES
|
HRV
|
CROATIA
|
|
POL
|
POLAND
|
CZE
|
CZECH REPUBLIC
|
|
PRT
|
PORTUGAL
|
DNK
|
DENMARK
|
|
ROU
|
ROMANIA
|
DOM
|
DOMINICAN REPUBLIC
|
|
RUS
|
RUSSIAN FEDERATION
|
SLV
|
EL SALVADOR
|
|
SRB
|
SERBIA
|
EST
|
ESTONIA
|
|
SGP
|
SINGAPORE
|
FIN
|
FINLAND
|
|
SVK
|
SLOVAKIA
|
FRA
|
FRANCE
|
|
SVN
|
SLOVENIA
|
GEO
|
GEORGIA
|
|
ESP
|
SPAIN
|
DEU
|
GERMANY
|
|
SWE
|
SWEDEN
|
GRC
|
GREECE
|
|
CHE
|
SWITZERLAND
|
HND
|
HONDURAS
|
|
TWN
|
TAIWAN
|
HKG
|
HONG KONG
|
|
THA
|
THAILAND
|
HUN
|
HUNGARY
|
|
TUR
|
TURKEY
|
IND
|
INDIA
|
|
UKR
|
UKRAINE
|
IDN
|
INDONESIA
|
|
GBR
|
UNITED KINGDOM
|
IRL
|
IRELAND
|
|
USA
|
UNITED STATES
|
ISR
|
ISRAEL
|
|
VEN
|
VENEZUELA
|
ITA
|
ITALY
|
|
VNM
|
VIETNAM
|
JPN
|
JAPAN
|
|
|
|
Group 2 Countries
(December 31 Salary and Target)
|
|
DZA
|
ALGERIA
|
ARG
|
ARGENTINA
|
BHR
|
BAHRAIN
|
BOL
|
BOLIVA
|
CMR
|
CAMEROON
|
CRI
|
COSTA RICA
|
IVC
|
COTE D'IVOIRE (IVORY COAST)
|
ECU
|
ECUADOR
|
EGY
|
EGYPT
|
GHA
|
GHANA
|
GTM
|
GUATEMALA
|
IRN
|
IRAN (ISLAMIC REPUBLIC OF)
|
IRQ
|
IRAQ
|
JOR
|
JORDAN
|
KEN
|
KENYA
|
KWT
|
KUWAIT
|
LBN
|
LEBANON
|
LBY
|
LIBYAN ARAB JAMAHIRIYA
|
MAR
|
MOROCCO
|
NGA
|
NIGERIA
|
OMN
|
OMAN
|
PAN
|
PANAMA
|
PRY
|
PARAGUAY
|
PER
|
PERU
|
QAT
|
QATAR
|
SAU
|
SAUDI ARABIA
|
SEN
|
SENEGAL
|
ZAF
|
SOUTH AFRICA
|
SDN
|
SUDAN
|
SYR
|
SYRIAN ARAB REPUBLIC
|
TUN
|
TUNISIA
|
ARE
|
UNITED ARAB EMIRATES
|
URY
|
URUGUAY
|
YEM
|
YEMEN
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(MILLIONS OF DOLLARS, EXCEPT RATIOS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Determination of earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before provision for taxes on income, noncontrolling interests and cumulative effect of a change in accounting principles
|
|
$
|
8,965
|
|
|
$
|
12,240
|
|
|
$
|
15,716
|
|
|
$
|
11,242
|
|
|
$
|
11,481
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interests
|
|
39
|
|
|
47
|
|
|
43
|
|
|
47
|
|
|
60
|
|
|||||
Income attributable to Pfizer Inc.
|
|
8,925
|
|
|
12,192
|
|
|
15,673
|
|
|
11,195
|
|
|
11,421
|
|
|||||
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
|
(32
|
)
|
|
(41
|
)
|
|
(32
|
)
|
|
(41
|
)
|
|
(50
|
)
|
|||||
Amortization of capitalized interest
|
|
25
|
|
|
31
|
|
|
34
|
|
|
36
|
|
|
22
|
|
|||||
Equity (income)/loss from equity-method investments
|
|
191
|
|
|
(24
|
)
|
|
(67
|
)
|
|
(105
|
)
|
|
(83
|
)
|
|||||
Distributed income of equity method investments
|
|
161
|
|
|
136
|
|
|
162
|
|
|
85
|
|
|
190
|
|
|||||
Fixed charges
|
|
1,282
|
|
|
1,435
|
|
|
1,495
|
|
|
1,627
|
|
|
1,812
|
|
|||||
Total earnings as defined
|
|
10,554
|
|
|
13,729
|
|
|
$
|
17,265
|
|
|
$
|
12,796
|
|
|
$
|
13,311
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(a)
|
|
$
|
1,199
|
|
|
$
|
1,360
|
|
|
$
|
1,414
|
|
|
$
|
1,522
|
|
|
$
|
1,681
|
|
Preferred stock dividends
(b)
|
|
2
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|||||
Rents
(c)
|
|
81
|
|
|
72
|
|
|
78
|
|
|
101
|
|
|
126
|
|
|||||
Fixed charges
|
|
1,282
|
|
|
1,435
|
|
|
1,495
|
|
|
1,627
|
|
|
1,812
|
|
|||||
Capitalized interest
|
|
32
|
|
|
41
|
|
|
32
|
|
|
41
|
|
|
50
|
|
|||||
Total fixed charges
|
|
$
|
1,314
|
|
|
$
|
1,476
|
|
|
$
|
1,527
|
|
|
$
|
1,668
|
|
|
$
|
1,862
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
8.0
|
|
|
9.3
|
|
|
11.3
|
|
|
7.7
|
|
|
7.2
|
|
|||||
(a)
Interest expense includes amortization of debt premium, discount and other debt costs. Interest expense does not include interest related to uncertain tax positions of $246 million for 2015; $182 million for 2014; $222 million for 2013; $265 million for 2012; and $338 million for 2011.
|
||||||||||||||||||||
(b)
Preferred stock dividends related to our Series A convertible perpetual preferred stock held by an employee stock ownership plan trust.
|
||||||||||||||||||||
(c)
Rents included in the computation consist of one-third of rental expense, which we believe to be a conservative estimate of an interest factor in our leases, which are not material.
|
||||||||||||||||||||
Amounts may not add due to rounding. Percentages have been calculated using unrounded amounts.
|
Pfizer Inc. 2015 Financial Report
|
|
|
|
|
|
|
●
|
Beginning on page
2
|
||||
|
This section provides information about the following: Our Business; Our 2015 Performance; Our Operating Environment; The Global Economic Environment, Our Strategy; Our Business Development Initiatives, such as acquisitions, dispositions, licensing and collaborations; and Our Financial Guidance for 2016.
|
|
|||
●
|
Beginning on page
12
|
||||
|
This section discusses those accounting policies and estimates that we consider important in understanding our consolidated financial statements. For additional discussion of our accounting policies, see Notes to Consolidated Financial Statements—
Note 1. Basis of Presentation and Significant Accounting Policies
.
|
|
|||
●
|
Beginning on page
19
|
||||
|
This section includes a Revenues Overview section as well as the following sub-sections:
|
||||
|
Beginning on page
24
|
||||
|
This sub-section provides an overview of several of our biopharmaceutical products.
|
|
|||
|
Beginning on page
28
|
||||
|
This sub-section provides an overview of important biopharmaceutical product developments.
|
|
|||
|
Beginning on page
31
|
||||
|
This sub-section provides a discussion about our costs and expenses.
|
|
|||
|
Beginning on page
34
|
||||
|
This sub-section provides a discussion of items impacting our tax provisions.
|
|
|||
|
Beginning on page
35
|
||||
|
Beginning on page
35
|
||||
|
This sub-section provides a discussion of an alternative view of performance used by management.
|
|
|||
●
|
Beginning on page
42
|
||||
|
This section provides a discussion of
the
performance of each of our operating segments.
|
|
|||
●
|
Beginning on page
48
|
||||
|
This section provides a discussion of changes in certain components of other comprehensive income.
|
|
|||
●
|
Beginning on page
49
|
||||
|
This section provides a discussion of changes in certain balance sheet accounts, including
Accumulated other comprehensive loss
.
|
|
|||
●
|
Beginning on page
50
|
||||
|
This section provides an analysis of our consolidated cash flows for the three years ended December 31, 2015.
|
|
|||
●
|
Beginning on page
51
|
||||
|
This section provides an analysis of selected measures of our liquidity and of our capital resources as of December 31, 2015 and December 31, 2014, as well as a discussion of our outstanding debt and other commitments that existed as of December 31, 2015 and December 31, 2014. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to help fund Pfizer’s future activities.
|
|
|||
●
|
Beginning on page
56
|
||||
|
This section discusses accounting standards that we have recently adopted, as well as those that recently have been issued, but not yet adopted.
|
|
|||
●
|
Beginning on page
58
|
||||
|
This section provides a description of the risks and uncertainties that could cause actual results to differ materially from those discussed in forward-looking statements presented in this Financial Review relating to, among other things, our anticipated operating and financial performance, business plans and prospects, in-line products and product candidates, strategic reviews, capital allocation, business-development plans and plans relating to share repurchases and dividends. Such forward-looking statements are based on management’s plans and assumptions, which are inherently susceptible to uncertainty and changes in circumstances. Also included in this section are discussions of Financial Risk Management and Contingencies, including legal and tax matters.
|
|
2015 Financial Report
|
|
1
|
|
|
|
2
|
|
2015 Financial Report
|
|
|
|
The following provides an analysis of our 2015 operational revenue growth for Pfizer standalone revenues:
|
||||
|
|
Year Ended December 31,
|
||
(BILLIONS OF DOLLARS)
|
|
2015
|
|
|
Operational revenues
––
Pfizer-standalone increase:
|
|
|
||
Operational consolidated revenues increase
|
|
$
|
3.0
|
|
Less: Revenues from legacy Hospira
|
|
(1.5
|
)
|
|
Revenues from vaccines acquired from Baxter
|
|
(0.2
|
)
|
|
Operational revenues
––
Pfizer-standalone increase
|
|
$
|
1.3
|
|
|
|
|
||
Components of operational revenues
––
Pfizer-standalone increase:
|
|
|
||
Operational revenue growth from certain key products
––
net
|
|
$
|
4.5
|
|
Operational revenue decrease due to product losses of exclusivity and co-promotion expirations
|
|
(3.2
|
)
|
|
Operational revenues
––
Pfizer-standalone increase
|
|
$
|
1.3
|
|
•
|
higher restructuring charges and certain acquisition-related costs (up
$902 million
) (see also the Notes to Consolidated Financial Statements––
Note 3
.
Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
);
|
•
|
foreign currency loss (
$806 million
) and an inventory impairment charge ($72 million) related to Venezuela in 2015 (see also the “Costs and Expenses––Cost of Sales” and the “Analysis of Financial Condition, Liquidity and Capital Resources––Global Economic Conditions––Venezuela Operations”
sections of this Financial Review and Notes to Consolidated Financial Statements––
Note 4
.
Other
(
Income)/Deductions
––
Net
)
;
|
•
|
higher selling, informational and administrative expenses (up
$711 million
) (see also the “Costs and Expenses––Selling, Informational and Administrative Expenses (SI&A) Expenses” section of this Financial Review);
|
•
|
higher Other, net (up
$668 million
) (see also the Notes to Consolidated Financial Statements––
Note 4
.
Other
(
Income)/Deductions
––
Net
);
|
•
|
higher asset impairments (up
$349 million
) (see also the Notes to Consolidated Financial Statements––
Note 4
.
Other
(
Income)/Deductions
––
Net
); and
|
•
|
higher charges for business and legal entity alignment activities (up
$114 million
) (see also the Notes to Consolidated Financial Statements––
Note 4
.
Other (Income)/Deductions
––
Net
),
|
•
|
lower research and development expenses (down
$703 million
) (see also the “Costs and Expenses––Research and Development (R&D) Expenses” section of this Financial Review);
|
•
|
lower amortization of intangible assets (down
$311 million
) (see also the “Costs and Expenses––Amortization of Intangible Assets” section of this Financial Review); and
|
•
|
lower net interest expense (down
$207 million
) (see also the Notes to Consolidated Financial Statements––
Note 4
.
Other (Income)/Deductions
––
Net
).
|
2015 Financial Report
|
|
3
|
|
|
|
The following table provides information about certain of our products recently experiencing, or expected to experience in 2016, patent expirations or loss of regulatory exclusivity in the U.S., Europe or Japan, showing, by product, the key dates or expected key dates, the markets impacted and the revenues associated with those products in those markets:
|
||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
|
|
|
|
Product Revenues in Markets Impacted
|
||||||||||
Products
|
|
Key Dates
(a)
|
|
Markets Impacted
|
|
Year Ended December 31,
|
||||||||||
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Detrol IR and Detrol LA
(b)
|
|
September 2012
January 2014 |
|
Major European markets
U.S. |
|
$
|
35
|
|
|
$
|
87
|
|
|
$
|
428
|
|
Viagra
|
|
June 2013
May 2014 |
|
Major European markets
Japan |
|
76
|
|
|
120
|
|
|
310
|
|
|||
Rapamune
|
|
January 2014
June 2015 |
|
U.S.
Major European markets |
|
129
|
|
|
254
|
|
|
253
|
|
|||
Inspra
(c)
|
|
March 2014
|
|
Major European markets
|
|
74
|
|
|
160
|
|
|
150
|
|
|||
Lyrica
(d)
|
|
July 2014
|
|
Major European markets
|
|
1,048
|
|
|
1,634
|
|
|
1,458
|
|
|||
Celebrex
(e)
|
|
November 2014
December 2014
|
|
Major European markets
U.S.
|
|
189
|
|
|
1,872
|
|
|
2,084
|
|
|||
Zyvox
(f)
|
|
First half of 2015
January 2016
|
|
U.S.
Major European markets
|
|
564
|
|
|
1,020
|
|
|
1,013
|
|
|||
Enbrel
(g)
|
|
August 2015
September 2015
|
|
Major European markets
Japan
|
|
2,402
|
|
|
2,832
|
|
|
2,776
|
|
|||
Relpax
|
|
December 2016
|
|
U.S.
|
|
233
|
|
|
244
|
|
|
218
|
|
|||
Vfend
|
|
July 2016
January 2016
|
|
Major European markets
Japan
|
|
349
|
|
|
403
|
|
|
413
|
|
|||
Tygacil
|
|
April 2016
|
|
U.S.
|
|
110
|
|
|
112
|
|
|
150
|
|
(a)
|
Unless stated otherwise, “Key Dates” indicate patent-based expiration dates.
|
(b)
|
In January 2014, generic versions of Detrol LA became available in the U.S. pursuant to a settlement agreement.
|
(c)
|
In March 2014, regulatory exclusivity for Inspra expired in most major European markets, allowing generic companies to submit applications for marketing authorizations for their generic products.
|
(d)
|
In July 2014, regulatory exclusivity for Lyrica expired in the EU, allowing generic companies to submit applications for marketing authorizations for their generic products.
|
(e)
|
In December 2014, generic versions of Celebrex became available pursuant to settlement agreements with several generic manufacturers.
|
(f)
|
Pursuant to terms of a settlement agreement, certain formulations of Zyvox became subject to generic competition in the U.S. in January 2015. Other formulations of Zyvox became subject to generic competition in the U.S. in the first half of 2015.
|
(g)
|
In January 2016, the European Commission approved an etanercept biosimilar referencing Enbrel.
|
4
|
|
2015 Financial Report
|
|
|
|
(a)
|
Our collaboration with Boehringer Ingelheim for Spiriva expires on a country-by-country basis between 2012 and 2016. On April 29, 2014, our alliance in the U.S. came to an end.
|
(b)
|
The U.S. and Canada co-promotion term of our collaboration agreement with Amgen Inc. for Enbrel expired on October 31, 2013. While we are entitled to royalties until October 31, 2016, those royalties have been and are expected to continue to be significantly less than our share of Enbrel profits from U.S. and Canada sales prior to the expiration. In addition, while our share of the profits from this co-promotion agreement previously was included in
Revenues
, our royalties after October 31, 2013 are and will be included in
Other (income)/deductions––net
, in our consolidated statements of income. Outside the U.S. and Canada, we continue to have the exclusive rights to market Enbrel.
|
(c)
|
Our collaboration agreement with EMD Serono Inc. to co-promote Rebif in the U.S. expired at the end of 2015.
|
•
|
$977 million
recorded as a reduction to
Revenues
, related to the higher, extended and expanded rebate provisions and the Medicare “coverage gap” discount provision, as well as an increase in Medicaid rebates; and
|
•
|
$251 million
recorded in
Selling, informational and administrative expenses
, related to the fee payable to the federal government (which is not deductible for U.S. income tax purposes) based on our prior-calendar-year share relative to other companies of branded prescription drug sales to specified government programs. The decrease in the impact of the U.S. Healthcare Legislation on
Selling, informational and administrative expenses
in 2015 compared to 2014 was primarily a result of the non-recurrence of the $215 million charge in 2014 to account for an additional year of the non-tax deductible Branded Prescription Drug Fee, partially offset by a lower favorable true-up in 2015, compared to the favorable true-up in 2014, associated with the final invoice for the respective prior-calendar year received from the federal government, which reflected a lower share than that of the initial invoice.
|
2015 Financial Report
|
|
5
|
|
|
|
•
|
$631 million
recorded as a reduction to
Revenues
, related to the higher, extended and expanded rebate provisions and the Medicare “coverage gap” discount provision; and
|
•
|
$362 million
recorded in
Selling, informational and administrative expenses
, related to the fee payable to the federal government. 2014 included a $215 million charge to account for an additional year of the non-tax deductible Branded Prescription Drug Fee in accordance with final regulations issued in the third quarter of 2014 by the IRS. The amount in 2014 also reflected a favorable true-up associated with the final 2013 invoice received from the federal government, which reflected a lower share than that of the initial 2013 invoice.
|
•
|
$458 million recorded as a reduction to
Revenues,
related to the higher, extended and expanded rebate provisions and the Medicare “coverage gap” discount provision; and
|
•
|
$280 million recorded in
Selling, informational and administrative expenses
, related to the fee payable to the federal government.
|
6
|
|
2015 Financial Report
|
|
|
|
•
|
We believe that patients, who are experiencing increases in co-pays and restrictions on access to medicines as payers seek to control costs, sometimes switch to generic products, delay treatments, skip doses or use less effective treatments. We are exposed to negative pricing pressure in various markets around the world. The U.S. has highly competitive insurance markets, and Europe, Japan, China, Canada, South Korea and a number of other international markets have government-mandated reductions in prices and access restrictions for certain biopharmaceutical products to control costs for the government-sponsored healthcare system, particularly under recent global economic pressures. Furthermore, some government agencies and third-party payers use health technology assessments in ways that, at times, lead to restricted access to and lower prices for new medicines.
|
•
|
We continue to monitor developments regarding government and government agency receivables in several European markets, including Greece, where economic conditions remain challenging and uncertain. For further information about our
Accounts Receivable
, see the “Analysis of Financial Condition, Liquidity and Capital Resources” section of this Financial Review.
|
•
|
Significant portions of our revenues and earnings, as well as our substantial international net assets, are exposed to changes in foreign exchange rates. We seek to manage our foreign exchange risk in part through operational means, including managing same-currency revenues in relation to same-currency costs and same-currency assets in relation to same-currency liabilities. Depending on market conditions, foreign exchange risk also is managed through the use of derivative financial instruments and foreign currency debt. As we operate in multiple foreign currencies, including the euro, the Japanese yen, the Chinese renminbi, the U.K. pound, the Canadian dollar and approximately 100 other currencies, changes in those currencies relative to the U.S. dollar will impact our revenues and expenses. If the U.S. dollar were to weaken against another currency, assuming all other variables remained constant, our revenues would increase, having a positive impact on earnings, and our overall expenses would increase, having a negative impact on earnings. Conversely, if the U.S. dollar were to strengthen against another currency, assuming all other variables remained constant, our revenues would decrease, having a negative impact on earnings, and our overall expenses would decrease, having a positive impact on earnings. Therefore, significant changes in foreign exchange rates can impact our results and our financial guidance.
|
2015 Financial Report
|
|
7
|
|
|
|
Innovative Products Business
|
|
Established Products Business
|
||
Global Innovative Pharmaceutical segment:
GIP focuses on developing and commercializing novel, value-creating medicines that significantly improve patients’ lives. Key therapeutic areas include inflammation/immunology, cardiovascular/metabolic, neuroscience/pain and rare diseases and include leading brands, such as Xeljanz, Eliquis, Lyrica (U.S. and Japan), Enbrel (outside the U.S. and Canada) and Viagra (U.S. and Canada).
|
|
Global Vaccines, Oncology and Consumer Healthcare segment:
VOC focuses on the development and commercialization of vaccines and products for oncology and consumer healthcare. Consumer Healthcare manufactures and markets several well known, over-the-counter (OTC) products. Each of the three businesses in VOC operates as a separate, global business, with distinct specialization in terms of the science and market approach necessary to deliver value to consumers and patients.
|
|
Global Established Pharmaceutical segment:
GEP includes legacy brands that have lost or will soon lose market exclusivity in both developed and emerging markets, branded generics, generic sterile injectable products, biosimilars and infusion systems.
|
8
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
9
|
|
|
|
•
|
Agreement to Combine with Allergan plc (Allergan)
––On November 23, 2015, we announced that we have entered into a definitive merger agreement with Allergan, a global pharmaceutical company incorporated in Ireland.
|
•
|
Acquisition of Hospira
––On September 3, 2015 (the acquisition date), we acquired Hospira, a leading provider of sterile injectable drugs and infusion technologies as well as a provider of biosimilars, for approximately
$16.1 billion
in cash (
$15.7 billion
, net of cash acquired).
|
•
|
Acquisition of a Minority Interest in AM-Pharma B.V. (AM-Pharma)
––In April 2015, we acquired a minority equity interest in AM-Pharma, a privately-held Dutch biopharmaceutical company focused on the development of recombinant human Alkaline Phosphatase (recAP) for inflammatory diseases, and secured an exclusive option to acquire the remaining equity in the company. The option becomes exercisable upon delivery of the clinical trial report after completion of a Phase II trial of recAP in the treatment of Acute Kidney Injury related to sepsis. Results from the current Phase II trial for recAP are expected in 2017. Under the terms of the agreement, we paid $87.5 million for both the exclusive option and the minority equity interest, which was recorded as a cost-method investment in
Long-term investments
, and we may make additional payments of up to $512.5 million upon exercise of the option and potential launch of any product that may result from this investment.
|
•
|
Collaboration with OPKO Health, Inc. (OPKO)
––In December 2014, we entered into a collaborative agreement with OPKO to develop and commercialize OPKO’s long-acting human growth hormone (hGH-CTP) for the treatment of growth hormone deficiency (GHD) in adults and children, as well as for the treatment of growth failure in children born small for gestational age (SGA) who fail to show catch-up growth by two years of age. hGH-CTP has the potential to reduce the required dosing frequency of human growth hormone to a single weekly injection from the current standard of one injection per day. We have received the exclusive license to commercialize hGH-CTP worldwide. OPKO will lead the clinical activities and will be responsible for funding the development programs for the key indications, which include Adult and Pediatric GHD and Pediatric SGA. We will be responsible for all development costs for additional indications, all postmarketing studies, manufacturing and commercialization activities for all indications, and we will lead the manufacturing activities related to product development. The transaction closed on January 28, 2015, upon termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. In February 2015, we made an upfront payment of
$295 million
to OPKO, which was recorded in
Research and development expenses,
and OPKO is eligible to receive up to an additional
$275 million
upon the achievement of certain regulatory milestones. OPKO is also eligible to receive royalty payments associated with the commercialization of hGH-CTP for Adult GHD, which is subject to regulatory approval. Upon the launch of hGH-CTP for Pediatric GHD, which is subject to regulatory approval, the royalties will transition to tiered gross profit sharing for both hGH-CTP and our product, Genotropin.
|
•
|
Acquisition of Marketed Vaccines Business of Baxter International Inc. (Baxter)
––On December 1, 2014 (which falls in the first fiscal quarter of 2015 for our international operations), we acquired Baxter’s portfolio of marketed vaccines for a final purchase price of $648 million. The portfolio that was acquired consists of NeisVac-C and FSME-IMMUN/TicoVac. NeisVac-C is a vaccine that helps protect against meningitis caused by group C meningococcal meningitis and FSME-IMMUN/TicoVac is a vaccine that helps protect against tick-borne encephalitis.
|
•
|
Collaboration with Merck KGaA
––In November 2014, we entered into a collaborative agreement with Merck KGaA, to jointly develop and commercialize avelumab, the proposed international non-proprietary name for the investigational anti-PD-L1 antibody (MSB0010718C), currently in development as a potential treatment for multiple types of cancer. We and Merck KGaA are exploring the therapeutic potential of this novel anti-PD-L1 antibody as a single agent as well as in various combinations with our and Merck KGaA’s broad portfolio of approved and investigational oncology therapies. The collaboration with Merck KGaA has initiated 28 programs, monotherapy and combination trials, including seven pivotal trials in Phase IB/2 or Phase 3 (two in lung cancer, two in gastric cancer, and one in each of bladder cancer, Merkel cell carcinoma and ovarian cancer) and received FDA breakthrough therapy designation for avelumab in metastatic Merkel cell carcinoma. We and Merck KGaA are also combining resources and expertise to advance Pfizer’s anti-PD-1 antibody into
|
10
|
|
2015 Financial Report
|
|
|
|
•
|
Acquisition of InnoPharma, Inc. (InnoPharma)
––On September 24, 2014, we completed our acquisition of InnoPharma, a privately-held pharmaceutical development company, for an upfront cash payment of $225 million and contingent consideration of up to $135 million.
|
•
|
License from Cellectis SA (Cellectis)
––In June 2014, we entered into a global arrangement with Cellectis to develop Chimeric Antigen Receptor T-cell immunotherapies in the field of oncology directed at select cellular surface antigen targets. In August 2014, in connection with this licensing agreement, we made an upfront payment of $80 million to Cellectis, which was recorded in
Research and development expenses
. We will also fund research and development costs associated with 15 Pfizer-selected targets and, for the benefit of Cellectis, a portion of the R&D costs associated with
four
Cellectis-selected targets within the arrangement. Cellectis is eligible to receive development, regulatory and commercial milestone payments of up to $185 million per product that results from the Pfizer-selected targets. Cellectis is also eligible to receive tiered royalties on net sales of any products that are commercialized by Pfizer.
|
•
|
Investment in ViiV Healthcare Limited (ViiV)
––On January 21, 2014, the European Commission approved Tivicay (dolutegravir), a product for the treatment of HIV-1 infection, developed by ViiV, an equity-method investee. This approval, in accordance with the agreement between GlaxoSmithKline plc and Pfizer, triggered a reduction in our equity interest in ViiV from 12.6% to 11.7% and an increase in GlaxoSmithKline plc’s equity interest in ViiV from 77.4% to 78.3%, effective April 1, 2014. As a result, in 2014, we recognized a loss of approximately
$30 million
in
Other (income)/deductions
––
net
. We account for our investment in ViiV under the equity method due to the significant influence that we continue to have through our board representation and minority veto rights.
|
•
|
Collaboration with Eli Lilly & Company (Lilly)
––In October 2013, we entered into a collaboration agreement with Lilly to jointly develop and globally commercialize Pfizer
’
s tanezumab, which provides that Pfizer and Lilly will equally share product-development expenses as well as potential revenues and certain product-related costs. Following the decision by the FDA in March 2015 to lift the partial clinical hold on the tanezumab development program, we received a $200 million upfront payment from Lilly in accordance with the collaboration agreement between Pfizer and Lilly, which is recorded as deferred revenue in our consolidated balance sheet and is being recognized into
Other (income)/deductions
––
net
over a multi-year period beginning in the second quarter of 2015. Pfizer and Lilly resumed the Phase 3 chronic pain program for tanezumab in July 2015, which will consist of six studies in approximately 7,000 patients across osteoarthritis, chronic low back pain and cancer pain. Under the collaboration agreement with Lilly, we are eligible to receive additional payments from Lilly upon the achievement of specified regulatory and commercial milestones.
|
•
|
Divestiture of Zoetis
––On June 24, 2013, we completed the full disposition of Zoetis. The full disposition was completed through a series of steps, including, in the first quarter of 2013, the formation of Zoetis and an initial public offering (IPO) of an approximate 19.8% interest in Zoetis and, in the second quarter of 2013, an exchange offer for the remaining 80.2% interest.
|
•
|
Collaboration with Merck & Co., Inc. (Merck)
––In April 2013, we announced that we entered into a worldwide (except Japan) collaboration agreement with Merck for the development and commercialization of Pfizer’s ertugliflozin (PF-04971729), an investigational oral sodium glucose cotransporter (SGLT2) inhibitor currently in Phase 3 development for the treatment of type 2 diabetes.
|
•
|
Investment in Hisun Pfizer Pharmaceuticals Company Limited (Hisun Pfizer)
––On September 6, 2012, we and Zhejiang Hisun Pharmaceuticals Co., Ltd. (Hisun), a leading pharmaceutical company in China, formed a new company, Hisun Pfizer, to develop, manufacture, market and sell pharmaceutical products, primarily branded generic products, predominately in China. In the first quarter of 2013, we and Hisun contributed certain assets to Hisun Pfizer. Hisun Pfizer is 49% owned by Pfizer and 51% owned by Hisun. Our contributions constituted a business, as defined by U.S. GAAP, and in 2013, we recognized a pre-tax gain of approximately
$459
million in
Other (income)/deductions––net
. In the third quarter of 2015, we determined that we had an other-than-temporary decline in value of our equity-method investment in Hisun Pfizer, and, therefore, in 2015, we recognized a loss of
$463 million
in
Other (income)/deductions––net.
The decline in value resulted from lower expectations as to the future cash flows to be generated by Hisun Pfizer, as a result of lower than expected recent performance, increased competition, a slowdown in the China economy in relation to their products, as well as changes in the regulatory environment.
|
•
|
License of Nexium OTC Rights
––In August 2012, we entered into an agreement with AstraZeneca PLC (AstraZeneca) for the exclusive, global, over-the-counter (OTC) rights for Nexium, a leading prescription drug approved to treat the symptoms of gastroesophageal reflux disease. In connection with this Consumer Healthcare licensing agreement, we made an upfront payment of $250 million to AstraZeneca, which was recorded in
Research and development expenses
when incurred. On May 27, 2014, we launched Nexium 24HR in the U.S., and on July 11, 2014, we paid AstraZeneca a related $200 million product launch milestone payment. On August 1, 2014, we launched Nexium Control in Europe, and on September 15, 2014, we paid AstraZeneca a related $50 million product launch milestone payment. These post-approval milestone payments were recorded in
Identifiable intangible assets, less accumulated amortization
and are being amortized over the estimated useful life of the Nexium brand. Included in
Other current liabilities
at December 31, 2015 are accrued milestone payments to AstraZeneca of $93 million. AstraZeneca is eligible to receive additional milestone payments of up to $200 million, based on the level of worldwide sales as well as quarterly royalty payments based on worldwide sales.
|
2015 Financial Report
|
|
11
|
|
|
|
The following table provides our financial guidance for full-year 2016
(a), (b)
:
|
|
Reported revenues
|
$49.0 to $51.0 billion
|
Adjusted cost of sales as a percentage of reported revenues
|
21.0% to 22.0%
|
Adjusted selling, informational and administrative expenses
|
$13.2 to $14.2 billion
|
Adjusted research and development expenses
|
$7.3 to $7.8 billion
|
Adjusted other (income)/deductions
|
Approximately ($300 million) of income
|
Effective tax rate on adjusted income
|
Approximately 24.0%
|
Reported diluted Earnings per Share (EPS)
|
$1.54 to $1.67
|
Adjusted diluted EPS
|
$2.20 to $2.30
|
(a)
|
The
2016
financial guidance reflects the following:
|
•
|
Does not assume the completion of any business-development transactions not completed as of
December 31, 2015
, including any one-time upfront payments associated with such transactions. Our
2016
financial guidance excludes any impact from the pending combination with Allergan. The transaction is expected to close during the second half of 2016.
|
•
|
Excludes the potential effects of the resolution of litigation-related matters not substantially resolved as of February 12, 2016.
|
•
|
Exchange rates assumed are as of mid-January
2016
.
|
•
|
Guidance for 2016 reported revenues
reflects the anticipated negative impact of
$2.3 billion
due to recent and expected generic competition for certain products that have recently lost or are anticipated to soon lose patent protection.
|
•
|
Guidance for 2016 reported revenues also reflects the anticipated negative impact of $2.3 billion as a result of unfavorable changes in foreign exchange rates relative to the U.S. dollar compared to foreign exchange rates from 2015, including $0.8 billion due to the estimated significant negative currency impact related to Venezuela. The anticipated negative impact on reported and adjusted diluted EPS resulting from unfavorable changes in foreign exchange rates compared to foreign exchange rates from 2015 is approximately $0.16, including $0.07 due to the estimated significant negative currency impact related to Venezuela.
|
•
|
Guidance for reported and adjusted diluted EPS assumes diluted weighted-average shares outstanding of approximately 6.2 billion shares.
|
(b)
|
For an understanding of Adjusted income and its components and Adjusted diluted EPS (all of which are non-GAAP financial measures), see the “Adjusted Income” section of this Financial Review.
|
12
|
|
2015 Financial Report
|
|
|
|
•
|
A significant adverse change in legal factors or in the business climate that could affect the value of the asset. For example, a successful challenge of our patent rights would likely result in generic competition earlier than expected.
|
•
|
A significant adverse change in the extent or manner in which an asset is used. For example, restrictions imposed by the FDA or other regulatory authorities could affect our ability to manufacture or sell a product.
|
•
|
A projection or forecast that indicates losses or reduced profits associated with an asset. This could result, for example, from a change in a government reimbursement program that results in an inability to sustain projected product revenues and profitability. This also could result from the introduction of a competitor’s product that results in a significant loss of market share or the inability to achieve the previously projected revenue growth, as well as the lack of acceptance of a product by patients, physicians and payers. For in-process research and development (IPR&D) projects, this could result from, among other things, a change in outlook based on clinical trial data, a delay in the projected launch date or additional expenditures to commercialize the product.
|
2015 Financial Report
|
|
13
|
|
|
|
•
|
The income approach is a forward-looking approach to estimating fair value and relies primarily on internal forecasts. Within the income approach, the method that we use is the discounted cash flow method. We start with a forecast of all the expected net cash flows associated with the reporting unit, which includes the application of a terminal value, and then we apply a reporting unit-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of technological risk and competitive, legal and/or regulatory forces on the projections, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.
|
•
|
The market approach is a historical approach to estimating fair value and relies primarily on external information. Within the market approach are two methods that we may use:
|
◦
|
Guideline public company method—this method employs market multiples derived from market prices of stocks of companies that are engaged in the same or similar lines of business and that are actively traded on a free and open market and the application of the identified multiples to the corresponding measure of our reporting unit’s financial performance.
|
◦
|
Guideline transaction method—this method relies on pricing multiples derived from transactions of significant interests in companies engaged in the same or similar lines of business and the application of the identified multiples to the corresponding measure of our reporting unit’s financial performance.
|
•
|
When we estimate the fair value of our four biopharmaceutical reporting units, we rely solely on the income approach. We use the income approach exclusively as the use of the comparable guideline company method is not practical or reliable. For the income approach, we use the discounted cash flow method.
|
•
|
When we estimate the fair value of our Consumer Healthcare reporting unit, we use a combination of approaches and methods. We use the income approach and the market approach, which we weight equally in our analysis. We weight them equally as we have equal confidence in the appropriateness of the approaches for this reporting unit. For the income approach, we use the discounted cash flow method and for the market approach, we use both the guideline public company method and the guideline transaction method, which we weight equally to arrive at our market approach value.
|
14
|
|
2015 Financial Report
|
|
|
|
(a)
|
For detailed assumptions associated with our benefit plans, see Notes to Consolidated Financial Statements—
Note 11B. Pension and Postretirement Benefit Plans and Defined Contribution Plans: Actuarial Assumptions.
|
2015 Financial Report
|
|
15
|
|
|
|
The following table illustrates the sensitivity of net periodic benefit costs and benefit obligations to a 10 basis point decline in our assumption for the discount rate, holding all other assumptions constant (in millions, pre-tax):
|
||||||
|
|
Change
|
|
2016 Net Periodic Benefit Costs
|
|
2015 Benefit Obligations
|
Assumption
|
|
|
|
Increase
|
|
Increase
|
Discount rate
|
|
10 basis point decline
|
|
$34
|
|
$411
|
•
|
Amounts for certain balances included in working capital (excluding inventories), certain investments and certain legal contingencies, pending receipt of certain information that could affect provisional amounts recorded. We do not believe any adjustments for legal contingencies will have a material impact on our consolidated financial statements.
|
•
|
Amounts for intangibles, inventory and property, plant and equipment, pending finalization of valuation efforts for acquired intangible assets as well as the completion of certain physical inventory counts and the confirmation of the physical existence and condition of certain property, plant and equipment assets.
|
•
|
Amounts for income tax assets, receivables and liabilities, pending the filing of Hospira pre-acquisition tax returns and the receipt of information including but not limited to that from taxing authorities, which may change certain estimates and assumptions used.
|
•
|
Finished goods—
Estimated selling price, less an estimate of costs to be incurred to sell the inventory, and an estimate of a reasonable profit allowance for that selling effort.
|
•
|
Work in process—
Estimated selling price of an equivalent finished good, less an estimate of costs to be incurred to complete the work-in-process inventory, an estimate of costs to be incurred to sell the inventory and an estimate of a reasonable profit allowance for those manufacturing and selling efforts.
|
•
|
Raw materials and supplies—
Estimated cost to replace the raw materials and supplies.
|
16
|
|
2015 Financial Report
|
|
|
|
•
|
Land––
Market, a sales comparison approach that measures value of an asset through an analysis of sales and offerings of comparable property.
|
•
|
Buildings, Machinery and equipment and Furniture and fixtures
—Replacement cost, an approach that measures the value of an asset by estimating the cost to acquire or construct comparable assets. For buildings that are not highly specialized or that could be income producing if leased to a third party, we also considered market and income factors.
|
•
|
Construction in progress—
Replacement cost, generally assumed to equal historical book value.
|
•
|
In order to eliminate certain redundancies in Pfizer’s biosimilar drug products pipeline created as a result of the acquisition of Hospira, in September 2015 we opted to return to Celltrion Inc. and Celltrion Healthcare, Co., Ltd. (collectively Celltrion) rights that Hospira had previously acquired to potential biosimilars to Rituxan
®
(rituximab) and Herceptin
®
(trastuzumab). In connection with the return of these rights, we wrote-off these IPR&D assets, totaling $170 million. See the “Product Developments—Biopharmaceutical” section of this Financial Review and Notes to Consolidated Financial Statements—
Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
for additional information.
|
•
|
The higher value remaining biosimilar IPR&D assets acquired from Hospira have been submitted to the FDA for approval and include the following potential biosimilars for (i) epoetin alfa (treatment of anemia in dialysis and oncology applications) and (ii) infliximab (rheumatoid arthritis and gastrointestinal disorders). These biosimilars and filgrastim (oncology) are already available in certain markets outside the U.S. Filgrastim in the U.S. market and other biosimilar IPR&D assets acquired from Hospira are in late-stage development. See the “Product Developments––Biopharmaceutical” section of this Financial Review for additional information about these programs.
|
•
|
The sterile injectable IPR&D assets acquired from Hospira are in various therapeutic areas including anti-infectives, oncology, cardiovascular and neurology, among others. The sterile injectable IPR&D assets are in various stages of development with anticipated launch dates across 2016, 2017 and 2018.
|
2015 Financial Report
|
|
17
|
|
|
|
•
|
Revenue—We use historical, forecast, industry or other sources of market data including estimates of sales volume, selling prices, market penetration, market share and year-over-year growth rates over the product’s life cycle.
|
•
|
Cost of sales, Sales and marketing expenses, General and administrative expenses—We use historical, forecast, industry or other sources of market data to estimate the costs associated with the identifiable intangible asset over the product’s life cycle.
|
•
|
R&D expenses—In the case of approved products, we estimate the appropriate level of ongoing R&D support, and for unapproved compounds, we estimate the amount and timing of costs to develop the R&D into viable products.
|
•
|
Estimated life of the asset—We assess the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry, expected changes in standards of practice for indications addressed by the asset, as well as obsolescence factors and estimated contract renewal rates.
|
•
|
I
nherent risk—We use a discount rate that is primarily based on the weighted-average cost of capital with an additional premium to reflect the risks associated with the specific intangible asset, such as country risks (political, inflation, currency and property risks) and commercial risks. In addition, for unapproved assets, an additional risk factor is added for the risk of technical and regulatory success, called the probability of technical and regulatory success (PTRS).
|
•
|
The discount rates used in the intangible asset valuations ranged from 11% to 16%, and the estimated cash flows were projected over periods extending up to 20 years or more. For IPR&D assets, the PTRS rates ranged from 44% to 88%. Within this broad range, we recorded approximately $20 million of assets with a PTRS of 44%, $220 million of assets with a PTRS of 45% to 75% and $755 million of assets with a PTRS above 75% ($585 million after the write-off of the acquired biosimilar IPR&D assets discussed above). All of these judgments and estimates can materially impact our results of operations.
|
18
|
|
2015 Financial Report
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
2014
|
|
2013
|
|
15/14
|
|
14/13
|
||||||||
Revenues
|
|
$
|
48,851
|
|
|
$
|
49,605
|
|
|
$
|
51,584
|
|
|
(2
|
)
|
|
(4
|
)
|
Cost of sales
|
|
9,648
|
|
|
9,577
|
|
|
9,586
|
|
|
1
|
|
|
—
|
|
|||
% of revenues
|
|
19.7
|
%
|
|
19.3
|
%
|
|
18.6
|
%
|
|
|
|
|
|||||
Selling, informational and administrative expenses
|
|
14,809
|
|
|
14,097
|
|
|
14,355
|
|
|
5
|
|
|
(2
|
)
|
|||
% of revenues
|
|
30.3
|
%
|
|
28.4
|
%
|
|
27.8
|
%
|
|
|
|
|
|||||
Research and development expenses
|
|
7,690
|
|
|
8,393
|
|
|
6,678
|
|
|
(8
|
)
|
|
26
|
|
|||
% of revenues
|
|
15.7
|
%
|
|
16.9
|
%
|
|
12.9
|
%
|
|
|
|
|
|||||
Amortization of intangible assets
|
|
3,728
|
|
|
4,039
|
|
|
4,599
|
|
|
(8
|
)
|
|
(12
|
)
|
|||
% of revenues
|
|
7.6
|
%
|
|
8.1
|
%
|
|
8.9
|
%
|
|
|
|
|
|||||
Restructuring charges and certain acquisition-related costs
|
|
1,152
|
|
|
250
|
|
|
1,182
|
|
|
*
|
|
|
(79
|
)
|
|||
% of revenues
|
|
2.4
|
%
|
|
0.5
|
%
|
|
2.3
|
%
|
|
|
|
|
|||||
Other (income)/deductions—net
|
|
2,860
|
|
|
1,009
|
|
|
(532
|
)
|
|
*
|
|
|
*
|
|
|||
Income from continuing operations before provision for taxes on income
|
|
8,965
|
|
|
12,240
|
|
|
15,716
|
|
|
(27
|
)
|
|
(22
|
)
|
|||
% of revenues
|
|
18.4
|
%
|
|
24.7
|
%
|
|
30.5
|
%
|
|
|
|
|
|||||
Provision for taxes on income
|
|
1,990
|
|
|
3,120
|
|
|
4,306
|
|
|
(36
|
)
|
|
(28
|
)
|
|||
Effective tax rate
|
|
22.2
|
%
|
|
25.5
|
%
|
|
27.4
|
%
|
|
|
|
|
|||||
Income from continuing operations
|
|
6,975
|
|
|
9,119
|
|
|
11,410
|
|
|
(24
|
)
|
|
(20
|
)
|
|||
% of revenues
|
|
14.3
|
%
|
|
18.4
|
%
|
|
22.1
|
%
|
|
|
|
|
|||||
Discontinued operations—net of tax
|
|
11
|
|
|
48
|
|
|
10,662
|
|
|
(77
|
)
|
|
*
|
|
|||
Net income before allocation to noncontrolling interests
|
|
6,986
|
|
|
9,168
|
|
|
22,072
|
|
|
(24
|
)
|
|
(58
|
)
|
|||
% of revenues
|
|
14.3
|
%
|
|
18.5
|
%
|
|
42.8
|
%
|
|
|
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
26
|
|
|
32
|
|
|
69
|
|
|
(21
|
)
|
|
(53
|
)
|
|||
Net income attributable to Pfizer Inc.
|
|
$
|
6,960
|
|
|
$
|
9,135
|
|
|
$
|
22,003
|
|
|
(24
|
)
|
|
(58
|
)
|
% of revenues
|
|
14.2
|
%
|
|
18.4
|
%
|
|
42.7
|
%
|
|
|
|
|
*
|
Calculation not meaningful.
|
•
|
the performance of several key products in developed markets, including the continued strong uptake of Prevnar 13 among adults (largely in the U.S.), Ibrance (nearly all in the U.S.), Eliquis, Lyrica (GIP) (primarily in the U.S. and Japan), Xeljanz (primarily in the U.S.), Viagra (GIP) (primarily in the U.S.) and Nexium 24HR (primarily in the U.S.) (collectively, up approximately $4.1 billion);
|
•
|
inclusion of legacy Hospira operations of $1.5 billion;
|
•
|
a 7% operational increase in revenues in emerging markets, reflecting continued strong operational growth, primarily from Prevenar 13, Lipitor and Enbrel (up approximately $810 million); and
|
•
|
inclusion of the vaccines acquired from Baxter of $178 million,
|
•
|
the loss of exclusivity and immediate multi-source generic competition for Celebrex in the U.S. in December 2014 and certain other developed markets (down approximately $1.8 billion), and the loss of exclusivity for Lyrica (GEP) in certain developed Europe markets (down approximately $420 million), for Zyvox in the U.S. (down approximately $420 million), for Rapamune in the U.S. (down approximately $120 million) and for certain other products (collectively, down approximately $530 million);
|
•
|
the performance of certain other products in developed markets and BeneFIX in the U.S. (collectively, down approximately $370 million); and
|
•
|
the termination of the Spiriva co-promotion collaboration in certain countries (down approximately $100 million).
|
•
|
the expiration of the co-promotion term of the collaboration agreement for Enbrel in the U.S. and Canada (approximately $1.4 billion);
|
2015 Financial Report
|
|
19
|
|
|
|
•
|
the loss of exclusivity and subsequent multi-source generic competition for Detrol LA, Celebrex and Geodon in the U.S., Viagra in most major European markets, and Aricept and Lyrica in Canada (aggregate decline of approximately $937 million) and certain other products(approximately $300 million);
|
•
|
the continued erosion of branded Lipitor in the U.S. and most other developed markets due to generic competition and the operational decline of certain products, including Norvasc, Effexor, atorvastatin, Metaxalone, Zosyn/Tazocin, Ziprasidone, Genotropin, Tygacil, Centrum, Advil and Vfend (approximately $938 million); and
|
•
|
the ongoing termination of the Spiriva collaboration in certain countries (approximately $490 million),
|
•
|
the operational growth of certain products in certain developed markets, including Lyrica, Prevnar, Eliquis, Xeljanz, Xalkori, Inlyta and Nexium 24HR in the U.S. as a result of its May 2014 launch, among others (approximately $1.8 billion); and
|
•
|
a
7%
operational increase in revenues in emerging markets (approximately $900 million), including strong operational growth from Prevenar as well as from Lipitor, primarily in China, and from Enbrel, primarily in Latin America.
|
20
|
|
2015 Financial Report
|
|
|
|
(a)
|
Rebates are product-specific and, therefore, for any given year are impacted by the mix of products sold.
|
(b)
|
Performance-based contract rebates include contract rebates with managed care customers within the U.S., including health maintenance organizations and pharmacy benefit managers, who receive rebates based on the achievement of contracted performance terms and claims under these contracts. Outside the U.S., performance-based contract rebates include rebates to wholesalers/distributors based on achievement of contracted performance for specific products or sales milestones.
|
(c)
|
Chargebacks primarily represent reimbursements to U.S. wholesalers for honoring contracted prices to third parties.
|
(d)
|
Sales allowances primarily represent price reductions that are contractual or legislatively mandated outside the U.S., discounts and distribution fees.
|
(e)
|
For
2015
, associated with the following segments:
GIP
(
$4.3 billion
);
VOC
(
$1.5 billion
); and
GEP
(
$9.1 billion
). For
2014
, associated with the following segments:
GIP
(
$3.3 billion
);
VOC
(
$1.2 billion
); and GEP (
$9.1 billion
). For
2013
, associated with the following segments:
GIP
(
$2.8 billion
);
VOC
(
$1.0 billion
); and GEP (
$8.9 billion
).
|
•
|
an increase in chargebacks from certain Innovative Business products, GEP products including products that have lost exclusivity in the U.S. during 2015, as well as the addition in 2015 of Hospira sterile injectables, which are subject to chargebacks; and
|
•
|
an increase in Medicaid and related state program rebates, primarily as a result of updated estimates of sales related to these programs, and, a decrease in Managed Medicaid estimated rebates in the second quarter of 2014,
|
•
|
a decrease in sales allowances primarily in Asia and Europe. In Asia, the decrease is due to lower Lipitor sales and the end of a partnership arrangement for Caduet. In Europe, price declines primarily on GEP products were driven by government decrees that progressively reduce pricing on products that have lost exclusivity.
|
2015 Financial Report
|
|
21
|
|
|
|
The following table provides worldwide revenues by operating segment and geographic area:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Worldwide
|
|
U.S.
|
|
International
|
|
Worldwide
|
|
U.S.
|
|
International
|
||||||||||||||||||||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|
|
15/14
|
|
|
14/13
|
|
|
15/14
|
|
|
14/13
|
|
|||||||||
Operating Segments
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
GIP
|
|
$
|
13,954
|
|
|
$
|
13,861
|
|
|
$
|
14,317
|
|
|
$
|
6,946
|
|
|
$
|
6,243
|
|
|
$
|
6,810
|
|
|
$
|
7,008
|
|
|
$
|
7,619
|
|
|
$
|
7,507
|
|
|
1
|
|
|
(3
|
)
|
|
11
|
|
|
(8
|
)
|
|
(8
|
)
|
|
1
|
|
VOC
|
|
12,803
|
|
|
10,144
|
|
|
9,285
|
|
|
7,500
|
|
|
4,715
|
|
|
4,122
|
|
|
5,303
|
|
|
5,428
|
|
|
5,163
|
|
|
26
|
|
|
9
|
|
|
59
|
|
|
14
|
|
|
(2
|
)
|
|
5
|
|
|||||||||
GEP
|
|
21,587
|
|
|
25,149
|
|
|
27,619
|
|
|
7,030
|
|
|
7,903
|
|
|
9,217
|
|
|
14,557
|
|
|
17,245
|
|
|
18,400
|
|
|
(14
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|
(16
|
)
|
|
(6
|
)
|
|||||||||
|
|
48,345
|
|
|
49,154
|
|
|
51,221
|
|
|
21,476
|
|
|
18,861
|
|
|
20,149
|
|
|
26,868
|
|
|
30,292
|
|
|
31,070
|
|
|
(2
|
)
|
|
(4
|
)
|
|
14
|
|
|
(6
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|||||||||
Other
(b)
|
|
506
|
|
|
451
|
|
|
364
|
|
|
228
|
|
|
212
|
|
|
124
|
|
|
279
|
|
|
239
|
|
|
240
|
|
|
12
|
|
|
24
|
|
|
7
|
|
|
71
|
|
|
17
|
|
|
—
|
|
|||||||||
Total revenues
|
|
$
|
48,851
|
|
|
$
|
49,605
|
|
|
$
|
51,584
|
|
|
$
|
21,704
|
|
|
$
|
19,073
|
|
|
$
|
20,274
|
|
|
$
|
27,147
|
|
|
$
|
30,532
|
|
|
$
|
31,310
|
|
|
(2
|
)
|
|
(4
|
)
|
|
14
|
|
|
(6
|
)
|
|
(11
|
)
|
|
(2
|
)
|
(a)
|
GIP = the
Global Innovative Pharmaceutical segment
; VOC = the
Global Vaccines, Oncology and Consumer Healthcare segment
; and GEP = the
Global Established Pharmaceutical segment
. On September 3, 2015, we acquired Hospira and its commercial operations are now included within GEP. Commencing from the acquisition date, and in accordance with our domestic and international reporting periods, our consolidated statement of income, primarily GEP’s operating results, for the year ended
December 31, 2015
reflects four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations.
|
(b)
|
Includes revenues generated from Pfizer CentreSource, our contract manufacturing and bulk pharmaceutical chemical sales organization, and also includes the revenues related to our manufacturing and supply agreements with Zoetis Inc. (Zoetis).
|
•
|
in the U.S., revenues
increased
$2.6 billion
, or
14%
, in 2015, compared to
2014
, reflecting, among other things:
|
◦
|
the performance of several key products, including Prevnar 13 primarily in adults (up approximately $1.9 billion), Ibrance (which was launched in the U.S. in February 2015, up approximately $720 million), as well as Lyrica (GIP), Eliquis, Xeljanz, Viagra (GIP) and Nexium 24HR (collectively, up approximately $1.0 billion in
2015
), and
|
◦
|
the inclusion of four months of legacy Hospira U.S. operations of $1.2 billion in
2015
,
|
◦
|
losses of exclusivity and associated multi-source generic competition for Celebrex in the U.S. in December 2014 (down approximately $1.6 billion in
2015
);
|
◦
|
the loss of exclusivity for Zyvox and Rapamune, as well as the termination of our Spiriva co-promotion collaboration (collectively, down approximately $620 million in
2015
); and
|
◦
|
the performance of Lipitor and BeneFIX (collectively, down approximately $160 million in
2015
).
|
•
|
in our international markets, revenues
decreased
$3.4 billion
, or
11%
, in 2015, compared to
2014
. Foreign exchange unfavorably impacted international revenues by approximately $3.8 billion, or 12% in 2015. Operationally, revenues increased by $402 million or 1%, in 2015 compared to 2014 reflecting, among other things:
|
◦
|
the operational increase in revenues in emerging markets, reflecting continued strong operational growth primarily from the Innovative Products business, including Prevenar and Enbrel, among other products, and Lipitor (up approximately $600 million in
2015
);
|
◦
|
higher revenues in developed markets for Eliquis and Lyrica (GIP), as well as from vaccines acquired in December 2014 from Baxter (in Europe) (collectively, up approximately $590 million in
2015
); and
|
◦
|
the inclusion of three months of legacy Hospira international operations of $270 million in
2015
,
|
◦
|
lower revenues in developed markets for Lyrica (GEP), Celebrex, Inspra and Viagra (GEP) as a result of the loss of exclusivity, as well as the performance of Lipitor and Norvasc in developed markets, and Zosyn/Tazocin in emerging markets (collectively, down approximately $1.0 billion in
2015
).
|
22
|
|
2015 Financial Report
|
|
|
|
•
|
in the U.S., revenues decreased $1.2 billion or 6% in 2014, compared to 2013, reflecting, among other things:
|
◦
|
lower Alliance revenues, primarily due to Enbrel, reflecting the expiration of the co-promotion term of the collaboration agreement in October 2013 (down approximately $1.3 billion in 2014), and Spiriva, reflecting the final-year terms, and termination on April 29, 2014, of the co-promotion collaboration, which, per the terms of the collaboration agreement, resulted in a decline of our share of Spiriva revenue (down approximately $395 million in 2014); and
|
◦
|
lower revenues from Detrol LA due to loss of exclusivity (down approximately $321 million in 2014), Celebrex due to loss of exclusivity in December 2014 (down approximately $198 million), and lower revenues from Lipitor (down approximately $191 million in 2014),
|
◦
|
the strong performance of Lyrica (up approximately $352 million in 2014) as well as the growth of Prevnar, Xeljanz, Eliquis, Xalkori and Inlyta (collectively, up approximately $760 million in 2014).
|
•
|
in our international markets, revenues
decreased
$778 million, or 2%, in 2014, compared to 2013, primarily due to the
unfavorable
impact of foreign exchange of approximately $912 million in 2014, or 3%. Operationally, revenues increased slightly by $134 million, in 2014 compared to 2013 reflecting, among other things:
|
◦
|
higher operational revenues for Lipitor in China, Lyrica in developed markets, Enbrel outside Canada, and the performance of recently launched products Eliquis, Xalkori, and Inlyta (collectively, up approximately $941 million in 2014); and
|
◦
|
the operational growth of Prevenar and Xeljanz (collectively, up approximately $228 million in 2014),
|
◦
|
the operational decline of certain products, including Norvasc, Zithromax, Xalabrands, Detrol, Effexor and Chantix/Champix, in developed international markets, and Sutent in China (collectively, down approximately $320 million in 2014);
|
◦
|
lower revenues as a result of the loss of exclusivity and subsequent multi-source generic competition for Viagra in most major European markets and Lyrica in Canada (collectively, down approximately $248 million in 2014);
|
◦
|
lower Alliance revenues (down approximately $218 million in 2014, excluding Eliquis), primarily due to the expiration of the co-promotion term of the collaboration agreement for Enbrel in Canada, the ongoing termination of the Spiriva collaboration agreement in certain countries, the loss of exclusivity for Aricept in Canada and the termination of the co-promotion agreement for Aricept in Japan in December 2012; and
|
◦
|
the continued erosion of branded Lipitor in most international developed markets (down approximately $197 million in 2014).
|
2015 Financial Report
|
|
23
|
|
|
|
The following table provides revenue information for several of our major products:
|
||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
PRODUCT
|
PRIMARY INDICATIONS
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
14/13
|
||||||
INNOVATIVE PRODUCTS BUSINESS
(a)
|
|
$
|
26,758
|
|
|
$
|
24,005
|
|
|
$
|
23,602
|
|
|
11
|
|
|
2
|
|
||
GIP
(a)
|
|
$
|
13,954
|
|
|
$
|
13,861
|
|
|
$
|
14,317
|
|
|
1
|
|
|
(3
|
)
|
||
Lyrica GIP
(b)
|
|
Epilepsy, post-herpetic neuralgia and diabetic peripheral neuropathy, fibromyalgia and neuropathic pain due to spinal cord injury
|
|
3,655
|
|
|
3,350
|
|
|
2,965
|
|
|
9
|
|
|
13
|
|
|||
Enbrel (Outside the U.S. and Canada)
|
|
Rheumatoid, juvenile rheumatoid and psoriatic arthritis, plaque psoriasis and ankylosing spondylitis
|
|
3,333
|
|
|
3,850
|
|
|
3,774
|
|
|
(13
|
)
|
|
2
|
|
|||
Viagra GIP
(c)
|
|
Erectile dysfunction
|
|
1,297
|
|
|
1,181
|
|
|
1,180
|
|
|
10
|
|
|
—
|
|
|||
BeneFIX
|
|
Hemophilia
|
|
752
|
|
|
856
|
|
|
832
|
|
|
(12
|
)
|
|
3
|
|
|||
Chantix/Champix
|
|
An aid to smoking cessation treatment
|
|
671
|
|
|
647
|
|
|
648
|
|
|
4
|
|
|
—
|
|
|||
Genotropin
|
|
Replacement of human growth hormone
|
|
617
|
|
|
723
|
|
|
772
|
|
|
(15
|
)
|
|
(6
|
)
|
|||
Refacto AF/Xyntha
|
|
Hemophilia
|
|
533
|
|
|
631
|
|
|
602
|
|
|
(16
|
)
|
|
5
|
|
|||
Xeljanz
|
|
Rheumatoid arthritis
|
|
523
|
|
|
308
|
|
|
114
|
|
|
70
|
|
|
*
|
|
|||
Toviaz
|
|
Overactive bladder
|
|
267
|
|
|
288
|
|
|
236
|
|
|
(7
|
)
|
|
22
|
|
|||
BMP2
|
|
Development of bone and cartilage
|
|
232
|
|
|
228
|
|
|
209
|
|
|
2
|
|
|
9
|
|
|||
Somavert
|
|
Acromegaly
|
|
218
|
|
|
229
|
|
|
217
|
|
|
(5
|
)
|
|
6
|
|
|||
Rapamune
|
|
Prevention of organ rejection in kidney transplantation
|
|
197
|
|
|
339
|
|
|
350
|
|
|
(42
|
)
|
|
(3
|
)
|
|||
Alliance revenue GIP
(d), (o)
|
|
Various
|
|
1,254
|
|
|
762
|
|
|
1,878
|
|
|
65
|
|
|
(59
|
)
|
|||
All other GIP
(e)
|
|
Various
|
|
405
|
|
|
469
|
|
|
540
|
|
|
(14
|
)
|
|
(13
|
)
|
|||
VOC
(a)
|
|
$
|
12,803
|
|
|
$
|
10,144
|
|
|
$
|
9,285
|
|
|
26
|
|
|
9
|
|
||
Prevnar family
(f)
|
|
Vaccines for prevention of pneumococcal disease
|
|
6,245
|
|
|
4,464
|
|
|
3,974
|
|
|
40
|
|
|
12
|
|
|||
Sutent
|
|
Advanced and/or metastatic renal cell carcinoma (mRCC), refractory gastrointestinal stromal tumors (GIST) and advanced pancreatic neuroendocrine tumor
|
|
1,120
|
|
|
1,174
|
|
|
1,204
|
|
|
(5
|
)
|
|
(2
|
)
|
|||
Ibrance
|
|
Advanced breast cancer
|
|
723
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
—
|
|
|||
Xalkori
|
|
Anaplastic lymphoma kinase positive non-small cell lung cancer
|
|
488
|
|
|
438
|
|
|
282
|
|
|
11
|
|
|
55
|
|
|||
Inlyta
|
|
Advanced renal cell carcinoma (RCC)
|
|
430
|
|
|
410
|
|
|
319
|
|
|
5
|
|
|
28
|
|
|||
FSME-IMMUN/TicoVac
|
|
Tick-borne encephalitis vaccine
|
|
104
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
—
|
|
|||
All other V/O
(e)
|
|
Various
|
|
298
|
|
|
211
|
|
|
164
|
|
|
41
|
|
|
29
|
|
|||
Consumer Healthcare
|
|
Various
|
|
3,395
|
|
|
3,446
|
|
|
3,342
|
|
|
(1
|
)
|
|
3
|
|
|||
ESTABLISHED PRODUCTS BUSINESS
(g)
|
|
$
|
21,587
|
|
|
$
|
25,149
|
|
|
$
|
27,619
|
|
|
(14
|
)
|
|
(9
|
)
|
||
Legacy Established Products
(h)
|
|
$
|
11,745
|
|
|
$
|
13,016
|
|
|
$
|
14,089
|
|
|
(10
|
)
|
|
(8
|
)
|
||
Lipitor
|
|
Reduction of LDL cholesterol
|
|
1,860
|
|
|
2,061
|
|
|
2,315
|
|
|
(10
|
)
|
|
(11
|
)
|
|||
Premarin family
|
|
Symptoms of menopause
|
|
1,018
|
|
|
1,076
|
|
|
1,092
|
|
|
(5
|
)
|
|
(1
|
)
|
|||
Norvasc
|
|
Hypertension
|
|
991
|
|
|
1,112
|
|
|
1,229
|
|
|
(11
|
)
|
|
(10
|
)
|
|||
Xalatan/Xalacom
|
|
Glaucoma and ocular hypertension
|
|
399
|
|
|
495
|
|
|
589
|
|
|
(19
|
)
|
|
(16
|
)
|
|||
Zoloft
|
|
Depression and certain anxiety disorders
|
|
374
|
|
|
423
|
|
|
469
|
|
|
(12
|
)
|
|
(10
|
)
|
|||
Relpax
|
|
Treats the symptoms of migraine headache
|
|
352
|
|
|
382
|
|
|
359
|
|
|
(8
|
)
|
|
6
|
|
|||
EpiPen
|
|
Epinephrine injection used in treatment of life-threatening allergic reactions
|
|
339
|
|
|
294
|
|
|
273
|
|
|
15
|
|
|
8
|
|
|||
Effexor
|
|
Depression and certain anxiety disorders
|
|
288
|
|
|
344
|
|
|
440
|
|
|
(16
|
)
|
|
(22
|
)
|
|||
Zithromax/Zmax
|
|
Bacterial infections
|
|
275
|
|
|
311
|
|
|
387
|
|
|
(11
|
)
|
|
(20
|
)
|
|||
Xanax/Xanax XR
|
|
Anxiety disorders
|
|
224
|
|
|
253
|
|
|
276
|
|
|
(11
|
)
|
|
(8
|
)
|
|||
Cardura
|
|
Hypertension/Benign prostatic hyperplasia
|
|
210
|
|
|
263
|
|
|
296
|
|
|
(20
|
)
|
|
(11
|
)
|
|||
Neurontin
|
|
Seizures
|
|
196
|
|
|
210
|
|
|
216
|
|
|
(7
|
)
|
|
(3
|
)
|
|||
Diflucan
|
|
Fungal infections
|
|
181
|
|
|
208
|
|
|
238
|
|
|
(13
|
)
|
|
(13
|
)
|
|||
Tikosyn
|
|
Maintenance of normal sinus rhythm, conversion of atrial fibrillation/flutter
|
|
179
|
|
|
141
|
|
|
119
|
|
|
27
|
|
|
19
|
|
|||
Depo-Provera
|
|
Contraceptive
|
|
170
|
|
|
201
|
|
|
191
|
|
|
(15
|
)
|
|
2
|
|
|||
Unasyn
|
|
Injectable antibacterial
|
|
118
|
|
|
96
|
|
|
84
|
|
|
23
|
|
|
14
|
|
|||
All other Legacy Established Products
(e), (o)
|
|
Various
|
|
4,571
|
|
|
5,145
|
|
|
5,516
|
|
|
(11
|
)
|
|
(7
|
)
|
|||
Peri-LOE Products
(i)
|
|
$
|
5,326
|
|
|
$
|
8,855
|
|
|
$
|
10,151
|
|
|
(40
|
)
|
|
(13
|
)
|
||
Lyrica GEP
(b)
|
|
Epilepsy, neuropathic pain and generalized anxiety disorder
|
|
1,183
|
|
|
1,818
|
|
|
1,629
|
|
|
(35
|
)
|
|
12
|
|
|||
Zyvox
|
|
Bacterial infections
|
|
883
|
|
|
1,352
|
|
|
1,353
|
|
|
(35
|
)
|
|
—
|
|
|||
Celebrex
|
|
Arthritis pain and inflammation, acute pain
|
|
830
|
|
|
2,699
|
|
|
2,918
|
|
|
(69
|
)
|
|
(8
|
)
|
|||
Pristiq
|
|
Depression
|
|
715
|
|
|
737
|
|
|
698
|
|
|
(3
|
)
|
|
6
|
|
|||
Vfend
|
|
Fungal infections
|
|
682
|
|
|
756
|
|
|
775
|
|
|
(10
|
)
|
|
(2
|
)
|
|||
Viagra GEP
(c)
|
|
Erectile dysfunction
|
|
411
|
|
|
504
|
|
|
701
|
|
|
(18
|
)
|
|
(28
|
)
|
|||
Revatio
|
|
Pulmonary arterial hypertension (PAH)
|
|
260
|
|
|
276
|
|
|
307
|
|
|
(6
|
)
|
|
(10
|
)
|
|||
All other Peri-LOE Products
(e)
|
|
Various
|
|
362
|
|
|
714
|
|
|
1,770
|
|
|
(49
|
)
|
|
(60
|
)
|
|||
Sterile Injectable Pharmaceuticals
(j)
|
|
$
|
3,944
|
|
|
$
|
3,277
|
|
|
$
|
3,378
|
|
|
20
|
|
|
(3
|
)
|
||
Medrol
|
|
Inflammation
|
|
402
|
|
|
381
|
|
|
398
|
|
|
5
|
|
|
(4
|
)
|
|||
Sulperazon
|
|
Antibiotic
|
|
339
|
|
|
354
|
|
|
309
|
|
|
(4
|
)
|
|
15
|
|
|||
Fragmin
|
|
Anticoagulant
|
|
335
|
|
|
364
|
|
|
359
|
|
|
(8
|
)
|
|
2
|
|
|||
Tygacil
|
|
Antibiotic
|
|
304
|
|
|
323
|
|
|
358
|
|
|
(6
|
)
|
|
(10
|
)
|
24
|
|
2015 Financial Report
|
|
|
|
(MILLIONS OF DOLLARS)
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
PRODUCT
|
PRIMARY INDICATIONS
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
14/13
|
||||||
All other Sterile Injectable Pharmaceuticals
(e)
|
|
Various
|
|
2,563
|
|
|
1,855
|
|
|
1,954
|
|
|
38
|
|
|
(5
|
)
|
|||
Infusion Systems
(k)
|
|
Various
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
*
|
|
|
—
|
|
Biosimilars
(l)
|
|
Various
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
*
|
|
|
—
|
|
Other Established Products
(m)
|
|
Various
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
*
|
|
|
—
|
|
OTHER
(n)
|
|
$
|
506
|
|
|
$
|
451
|
|
|
$
|
364
|
|
|
12
|
|
|
24
|
|
||
Total Lyrica
(b)
|
|
Epilepsy, post-herpetic neuralgia and diabetic peripheral neuropathy, fibromyalgia and neuropathic pain due to spinal cord injury
|
|
$
|
4,839
|
|
|
$
|
5,168
|
|
|
$
|
4,595
|
|
|
(6
|
)
|
|
12
|
|
Total Viagra
(c)
|
|
Erectile dysfunction
|
|
$
|
1,708
|
|
|
$
|
1,685
|
|
|
$
|
1,881
|
|
|
1
|
|
|
(10
|
)
|
Total Alliance revenues
(o)
|
|
Various
|
|
$
|
1,312
|
|
|
$
|
957
|
|
|
$
|
2,628
|
|
|
37
|
|
|
(64
|
)
|
(a)
|
The Innovative Products business is composed of two operating segments: GIP and VOC.
|
(b)
|
Lyrica revenues from all of Europe, Russia, Turkey, Israel and Central Asia countries are included in Lyrica-GEP. All other Lyrica revenues are included in Lyrica-GIP. Total Lyrica revenues represent the aggregate of worldwide revenues from Lyrica-GIP and Lyrica-GEP.
|
(c)
|
Viagra revenues from the U.S. and Canada are included in Viagra-GIP. All other Viagra revenues are included in Viagra-GEP. Total Viagra revenues represent the aggregate of worldwide revenues from Viagra-GIP and Viagra-GEP.
|
(d)
|
Includes Eliquis, Rebif and Enbrel (in the U.S. and Canada through October 31, 2013).
|
(e)
|
All other GIP, and All other V/O are a subset of GIP and VOC, respectively. All other Legacy Established Products, All other Peri-LOE Products and All other Sterile Injectable Pharmaceuticals are subsets of Established Products.
|
(f)
|
In 2015, all revenues were composed of Prevnar 13/Prevenar 13. In 2014 and 2013, revenues were composed of the Prevnar family of products, which included Prevnar 13/Prevenar 13 and, to a much lesser extent, Prevenar (7-valent).
|
(g)
|
The Established Products business consists of GEP, which includes all legacy Hospira commercial operations. Commencing from the acquisition date, September 3, 2015, and in accordance with our domestic and international reporting periods, our consolidated statement of income, primarily GEP’s operating results, for the year ended
December 31, 2015
reflects four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations.
|
(h)
|
Legacy Established Products include products that lost patent protection (excluding Sterile Injectable Pharmaceuticals and Peri-LOE Products).
|
(i)
|
Peri-LOE Products include products that have recently lost or are anticipated to soon lose patent protection. These products primarily include Celebrex, Zyvox and Revatio in most developed markets, Lyrica in the EU, Pristiq in the U.S. and Inspra in the EU.
|
(j)
|
Sterile Injectable Pharmaceuticals include generic injectables and proprietary specialty injectables (excluding Peri-LOE Products).
|
(k)
|
Infusion Systems include Medication Management Systems products composed of infusion pumps and related software and services, as well as I.V. Infusion Products, including large volume I.V. solutions and their associated administration sets.
|
(l)
|
Biosimilars include Inflectra (biosimilar infliximab), Nivestim (biosimilar filgrastim) and Retacrit (biosimilar epoetin zeta) in certain international markets.
|
(m)
|
Includes legacy Hospira’s One-to-One contract manufacturing and bulk pharmaceutical chemical sales organizations.
|
(n)
|
Other includes revenues from Pfizer CentreSource, our contract manufacturing and bulk pharmaceutical chemical sales organization, and revenues related to our manufacturing and supply agreements with Zoetis.
|
(o)
|
Total Alliance revenues represent the aggregate of worldwide revenues from Alliance revenues GIP and Alliance revenues GEP, which is included in All other Legacy Established Products.
|
*
|
Calculation not meaningful.
|
•
|
Prevnar/Prevenar 13
(V),
is
our pneumococcal conjugate vaccine for the prevention of certain types of pneumococcal disease. Overall, worldwide revenues for Prevnar/Prevenar 13 increased
46%
operationally in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact on worldwide revenues of 6% in 2015, compared to
2014
.
|
2015 Financial Report
|
|
25
|
|
|
|
•
|
Lyrica
(GEP (revenues from all of Europe, Russia, Turkey, Israel and Central Asia)/GIP (all other revenues)) is indicated in the U.S. for three neuropathic pain conditions, fibromyalgia and adjunctive therapy for adult patients with partial onset seizures. In certain markets outside the U.S., indications include neuropathic pain (peripheral and central), fibromyalgia, adjunctive treatment of epilepsy and generalized anxiety disorder. Worldwide revenues for Lyrica were relatively flat operationally in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact on worldwide revenues of 6% in
2015
, compared to
2014
.
|
•
|
Enbrel
(GIP, outside the U.S. and Canada), indicated for the treatment of moderate-to-severe rheumatoid arthritis, polyarticular juvenile rheumatoid arthritis, psoriatic arthritis, plaque psoriasis, ankylosing spondylitis (a type of arthritis affecting the spine), and nonradiographic axial spondyloarthritis, recorded a 1% operational increase in worldwide revenues, excluding the U.S. and Canada, in 2015, compared to 2014. Results were favorably impacted by demand in certain markets in Europe and the timing of government purchases in Africa Middle East offset primarily by the change in the distribution channel in the U.K. Foreign exchange had a unfavorable impact of 14% in 2015, compared to 2014.
|
•
|
Lipitor
(GEP) is indicated for the treatment of elevated LDL-cholesterol levels in the blood. Lipitor faces generic competition in all major developed markets. Branded Lipitor recorded worldwide revenues of
$1.9 billion
, or a 4% operational decrease in
2015
, compared to 2014. Foreign exchange had an unfavorable impact of 6% in
2015
, compared to
2014
.
|
•
|
Viagra
(GIP (revenues from U.S. and Canada)/GEP (all other revenues excluding U.S. and Canada)) is
indicated for the treatment of erectile dysfunction. Viagra worldwide revenues increased 5% operationally in
2015
, compared to
2014
, primarily due to operational growth in the U.S. and emerging markets. Foreign exchange had an unfavorable impact of 4% in 2015, compared to 2014. International revenues decreased
7%
operationally in
2015
, compared to
2014
, primarily from brand erosion due to generic competition and increased payer pressure in developed markets, partially offset by volume growth in China. Foreign exchange had an unfavorable impact on international revenues of 11% in
2015
, compared to
2014
. Revenues in the U.S. increased
11%
in
2015
, compared to
2014
, primarily driven by increased pill quantity per prescription, higher purchases from the U.S. Department of Veterans Affairs/Department of Defense, and price increases, partially offset by lower patient demand.
|
•
|
Sutent
(O) is indicated for the treatment of advanced renal cell carcinoma, including metastatic renal cell carcinoma (mRCC); gastrointestinal stromal tumors after disease progression on, or intolerance to, imatinib mesylate; and advanced pancreatic neuroendocrine tumor. Sutent worldwide revenues increased
7%
operationally in
2015
, compared to
2014
, primarily due to greater demand in emerging markets as well as price increases in the U.S. Foreign exchange had an unfavorable impact of 12% in
2015
, compared to
2014
.
|
•
|
Our
Premarin
family of products (GEP) helps women address moderate-to-severe menopausal symptoms. Premarin worldwide revenues decreased 4% operationally in
2015
, compared to
2014
. Revenues in the U.S. in
2015
were unfavorably impacted by prescription volume declines and lower market growth, partially offset by price increases. Foreign exchange had an unfavorable impact of 1% in
2015
, compared to
2014
.
|
•
|
Norvasc
(GEP) is indicated for the treatment of hypertension. Norvasc worldwide revenues decreased 3% operationally in
2015
, compared to
2014
, due to generic erosion in Japan, partially offset by volume growth in emerging markets, primarily in China. Foreign exchange had an unfavorable impact of 8% in
2015
, compared to
2014
.
|
•
|
Zyvox
(GEP) is among the world’s best-selling branded agents used to treat serious Gram-positive pathogens, including methicillin-resistant staphylococcus-aureus. Zyvox worldwide revenues decreased 27% operationally in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact of 8% in
2015
, compared to
2014
.
|
•
|
Celebrex
(GEP) is indicated for the treatment of the signs and symptoms of osteoarthritis and rheumatoid arthritis worldwide and for the management of acute pain in adults in the U.S., Japan and certain other markets. Celebrex recorded a 66% decrease in worldwide operational revenues in 2015, compared to 2014, primarily driven by the loss of exclusivity and associated generic competition in the U.S. and certain other developed markets. Foreign exchange had an unfavorable impact of 3% in 2015 compared to 2014.
|
26
|
|
2015 Financial Report
|
|
|
|
•
|
BeneFIX and ReFacto AF/Xyntha
(GIP) are hemophilia products using state-of-the-art manufacturing that assist patients with their lifelong hemophilia bleeding disorders. BeneFIX worldwide revenues decreased 5% operationally in
2015
, compared to
2014
, primarily as a result of the erosion of market share in the U.S. due to the launch of competing new extended half-life treatment options. Foreign exchange had an unfavorable impact on revenues of 7% in
2015
, compared to
2014
.
|
•
|
Ibrance
(O) was approved and launched in the U.S., Macau, Chile and Albania as a first-line treatment for certain forms of advanced breast cancer. Ibrance recorded worldwide revenues of
$723 million
in
2015
, nearly all of which were recorded in the U.S.
|
•
|
Pristiq
(GEP) is indicated for the treatment of major depressive disorder in the U.S. and in various other countries. Pristiq has also been indicated for treatment of moderate-to-severe vasomotor symptoms (VMS) associated with menopause in Thailand, Mexico, the Philippines and Ecuador. Pristiq recorded a 1% operational increase in worldwide revenues in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact on revenues of 4% the
2015
, compared to
2014
.
|
•
|
Chantix/Champix
(GIP) is approved as an aid to smoking-cessation treatment in adults 18 years of age and older in multiple markets worldwide. Worldwide revenues increased 9% operationally in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact on revenues of 5% in
2015
, compared to
2014
.
|
•
|
Xeljanz
(GIP) is approved for use as a second-line therapy for the treatment of adult patients with moderate to severe active rheumatoid arthritis (after traditional disease-modifying antirheumatic drugs) in more than 40 markets including the U.S., Japan, Australia, Canada, Switzerland and Brazil. Xeljanz recorded a 72% increase in worldwide revenues operationally in
2015
, compared to 2014. In the U.S., Xeljanz revenues increased
63%
in
2015
, compared to
2014
driven by continued adoption by rheumatologists, growing awareness among patients and price increases. Foreign exchange had a 2% unfavorable impact in
2015
, compared to
2014
.
|
•
|
Xalkori
(O) is indicated for the treatment of patients with locally advanced or metastatic non-small cell lung cancer (NSCLC) that is anaplastic lymphoma kinase (ALK)-positive. Xalkori worldwide revenues increased
20%
operationally in
2015
, compared to 2014, as a result of a steady increase in diagnostic rates for the ALK gene mutation across key markets, which has led to more patients being treated, and price increases in the U.S. Foreign exchange had a 9% unfavorable impact in
2015
, compared to
2014
.
|
•
|
Inlyta
(O) is indicated for the treatment of patients with advanced renal cell carcinoma (RCC) after failure of a prior systemic treatment. Worldwide revenues increased
14%
operationally in
2015
, compared to
2014
, primarily due to increased demand across key markets with greater access and reimbursement, particularly in Europe, as well as price increases in the U.S. Foreign exchange had a 9% unfavorable impact on revenues in
2015
, compared to
2014
.
|
•
|
Alliance revenues
(GEP/GIP) increased 45% operationally in
2015
, compared to
2014
, mainly due to:
|
◦
|
an increase in Eliquis alliance revenues as a result of increased market share,
|
◦
|
the termination of the Spiriva (GEP) co-promotion collaboration, which resulted in a decrease of approximately $143 million operationally in
2015
, compared to
2014
.
|
•
|
Eliquis
(apixaban) (GIP) is being jointly developed and commercialized by Pfizer and Bristol-Myers Squibb (BMS). The two companies share commercialization expenses and profit/losses equally on a global basis. In April 2015, we signed an agreement with BMS to transfer full commercialization rights in certain smaller markets to us, beginning in the third quarter of 2015. BMS supplies the product to us at cost plus a percentage of the net sales to end-customers in these markets. Eliquis is part of the Novel Oral Anticoagulant (NOAC) market; the agents in this class were developed as alternative treatment options to warfarin in appropriate patients. Eliquis (apixaban) is approved for multiple indications in major markets around the world:
|
◦
|
to reduce the risk of stroke and systemic embolism in patients with nonvalvular atrial fibrillation (NVAF);
|
◦
|
for the treatment of deep vein thrombosis (DVT) and pulmonary embolism (PE), and for the reduction in the risk of recurrent DVT and PE following initial therapy; and
|
◦
|
for the prophylaxis of DVT, which may lead to PE, in patients who have undergone hip or knee replacement surgery.
|
2015 Financial Report
|
|
27
|
|
|
|
RECENT FDA APPROVALS
|
||
PRODUCT
|
INDICATION
|
DATE APPROVED
|
Xeljanz (Tofacitinib)
|
Extended-release 11mg tablets for the once-daily treatment of moderate to severe rheumatoid arthritis in patients who have had an inadequate response or intolerance to methotrexate
|
February 2016
|
Ibrance (Palbociclib)
|
An oral and selective reversible inhibitor of the CDK 4 and 6 kinases for the treatment of hormone receptor-positive (HR+), human epidermal growth factor receptor 2-negative (HER2-) advanced or metastatic breast cancer in combination with fulvestrant in women with disease progression following endocrine therapy
|
February 2016
|
Ibrance (Palbociclib)
|
An oral and selective reversible inhibitor of the CDK 4 and 6 kinases in combination with letrozole for the treatment of postmenopausal women with estrogen receptor-positive (ER+), HER2- advanced breast cancer as an initial endocrine-based therapy for their metastatic disease
|
February 2015
|
PENDING U.S. NEW DRUG APPLICATIONS (NDA) AND SUPPLEMENTAL FILINGS
|
||
PRODUCT
|
PROPOSED INDICATION
|
DATE FILED
*
|
Xalkori (Crizotinib)
|
Treatment of ROS1-positive non-small cell lung cancer
|
December 2015
|
ALO-02 (oxycodone HCI/
naltrexone/HCI)
|
A Mu-type opioid receptor agonist for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate
|
February 2015
|
Retacrit
(a)
|
A potential biosimilar to Epogen® and Procrit® (epotein alfa)
|
February 2015
|
Xeljanz (Tofacitinib)
(b)
|
Treatment of adult patients with moderate to severe chronic plaque psoriasis
|
February 2015
|
Tafamidis meglumine
(c)
|
Treatment of transthyretin familial amyloid polyneuropathy
|
February 2012
|
*
|
The dates set forth in this column are the dates on which the FDA accepted our submissions.
|
(a)
|
Epogen® is a registered U.S. trademark of Amgen Inc.; Procrit® is a registered U.S. trademark of Johnson & Johnson. In October 2015, we received a “complete response” letter from the FDA with respect to our biologics license application for Retacrit, our proposed biosimilar to epoetin alfa, which was submitted for all indications of the reference product. We are working diligently to address the content of the letter.
|
(b)
|
In October 2015, we received a “complete response” letter from the FDA with respect to our supplemental NDA for Xeljanz for the treatment of adult patients with moderate to severe chronic plaque psoriasis. While we have yet to meet with the FDA to discuss their concerns, we recognize that overcoming the issues raised may be difficult, especially in light of the evolving marketplace. We will consider our investment in the psoriasis indication for Xeljanz following this discussion with the FDA.
|
(c
)
|
In May 2012, the FDA’s Peripheral and Central Nervous System Drugs Advisory Committee voted that the tafamidis meglumine data provide substantial evidence of efficacy for a surrogate endpoint that is reasonably likely to predict a clinical benefit. In June 2012, the FDA issued a “complete response” letter with respect to the tafamidis NDA. The FDA has requested the completion of a second efficacy study, and also has asked for additional information on the data within the current tafamidis NDA. We continue to work with the FDA to define a path forward.
|
28
|
|
2015 Financial Report
|
|
|
|
REGULATORY APPROVALS AND FILINGS IN THE EU AND JAPAN
|
|||
PRODUCT
|
DESCRIPTION OF EVENT
|
DATE APPROVED
|
DATE FILED
*
|
Xalkori (Crizotinib)
|
Application filed in the EU for the treatment of ROS1-positive non-small cell lung cancer
|
|
February 2016
|
Eliquis (Apixaban)
(a)
|
Approval in Japan for the treatment and prevention of recurrence of venous thromboembolism (deep vein thrombosis and pulmonary embolism)
|
December 2015
|
—
|
Xalkori (Crizotinib)
|
Approval in the EU for first line treatment of anaplastic lymphoma kinase (ALK)-positive non-small cell lung cancer
|
November 2015
|
—
|
Effexor SR (Venlafaxine HCl)
|
Approval in Japan for treatment of depression/depressed state
|
September 2015
|
—
|
Ibrance (Palbociclib)
|
Application filed in the EU for palbociclib in combination with endocrine therapy for the treatment of hormone receptor-positive (HR+), HER2- advanced or metastatic breast cancer, as well as for the treatment of recurrent advanced breast cancer
|
—
|
August 2015
|
Xeljanz (Tofacitinib)
|
Application filed in Japan for treatment of psoriasis vulgaris and psoriatic arthritis with inadequate response to existing therapies
|
—
|
March 2015
|
*
|
For applications in the EU, the dates set forth in this column are the dates on which the European Medicines Agency (EMA) validated our submissions.
|
(a)
|
This indication for Eliquis (apixaban) was developed and is being commercialized in collaboration with Bristol-Myers Squibb (BMS).
|
LATE-STAGE CLINICAL PROGRAMS FOR ADDITIONAL USES AND DOSAGE FORMS
FOR IN-LINE AND IN-REGISTRATION PRODUCTS
|
|
PRODUCT
|
PROPOSED INDICATION
|
Bosulif (Bosutinib)
|
First-line treatment for patients with chronic phase Philadelphia chromosome positive chronic myelogenous leukemia, which is being developed in collaboration with Avillion Group
|
Inlyta (Axitinib)
|
Adjuvant treatment of renal cell carcinoma, which is being developed in collaboration with SFJ Pharmaceuticals Group
|
Ibrance (Palbociclib)
|
Treatment of high-risk early breast cancer, in collaboration with the German Breast Group
|
Ibrance (Palbociclib)
|
Treatment of HR+ early breast cancer, in collaboration with the Alliance Foundation Trials, LLC, and the Austrian Breast Colorectal Cancer Study Group
|
Lyrica (Pregabalin)
|
Peripheral neuropathic pain
|
Lyrica (Pregabalin)
|
CR (once-a-day) dosing
|
Sutent (Sunitinib)
|
Adjuvant treatment of renal cell carcinoma
|
Tofacitinib
|
Treatment of psoriasis (ex-US)
|
Tofacitinib
|
Treatment of ulcerative colitis
|
Tofacitinib
|
Treatment of psoriatic arthritis
|
Vyndaqel (Tafamidis meglumine)
|
Adult symptomatic transthyretin cardiomyopathy
|
2015 Financial Report
|
|
29
|
|
|
|
NEW DRUG CANDIDATES IN LATE-STAGE DEVELOPMENT
|
|
CANDIDATE
|
PROPOSED INDICATION
|
Avelumab (PF-06834635) (MSB0010718C)
|
A monoclonal antibody that inhibits PD-L1 for the first-line treatment of stage IIIb/IV non-small cell lung cancer, which is being developed in collaboration with Merck KGaA, Germany
|
Avelumab (PF-06834635)
(MSB0010718C)
|
A monoclonal antibody that inhibits PD-L1 for treatment of stage IIIb/IV non-small cell lung cancer that has progressed after a platinum-containing doublet, which is being developed in collaboration with Merck KGaA, Germany
|
Avelumab (PF-06834635)
(MSB0010718C)
|
A monoclonal antibody that inhibits PD-L1 for treatment of platinum-resistant/refractory ovarian cancer, which is being developed in collaboration with Merck KGaA, Germany
|
Avelumab (PF-06834635)
(MSB0010718C)
|
A monoclonal antibody that inhibits PD-L1 for maintenance treatment, in the first-line setting, for patients with urothelial cancer, which is being developed in collaboration with Merck KGaA, Germany
|
Avelumab (PF-06834635)
(MSB0010718C)
|
A monoclonal antibody that inhibits PD-L1 for maintenance treatment of advanced or metastatic gastric/gastro-esophageal junction cancers, which is being developed in collaboration with Merck KGaA, Germany
|
Avelumab (PF-06834635)
(MSB0010718C)
|
Third-line treatment in advanced or metastatic gastric/gastro-esophageal junction cancers, which is being developed in collaboration with Merck KGaA, Germany
|
Bococizumab
|
A monoclonal antibody that inhibits PCSK9 for the treatment of hyperlipidemia and prevention of cardiovascular events
|
Dacomitinib
|
A pan-HER tyrosine kinase inhibitor for the first-line treatment of patients with advanced non-small cell lung cancer with EGFR activating mutations, which is being developed in collaboration with SFJ Pharmaceuticals Group
|
Ertugliflozin
|
An oral SGLT2 inhibitor for the treatment of patients with type 2 diabetes, which is being developed in collaboration with Merck & Co., Inc.
|
Inotuzumab ozogamicin
|
An antibody drug conjugate, consisting of an anti-CD22 monotherapy antibody linked to a cytotoxic agent, calicheamycin, for the treatment of acute lymphoblastic leukemia
|
PF-06836922
|
A long-acting hGH-CTP for the treatment of growth hormone deficiency in adults, which is being developed in collaboration with OPKO Health, Inc.
|
PF-06438179
(a)
|
A potential biosimilar to Remicade® (infliximab)
|
PF-05280014
(b)
|
A potential biosimilar to Herceptin®
(trastuzumab)
|
PF-05280586
(c)
|
A potential biosimilar to Rituxan®
(rituximab)
|
PF-06439535
(d)
|
A potential biosimilar to Avastin® (bevacizumab)
|
PF-06410293
(e)
|
A potential biosimilar to Humira® (adalimumab)
|
Rivipansel (GMI-1070)
|
A pan-selectin inhibitor for the treatment of vaso-occlusive crisis in hospitalized individuals with sickle cell disease, which was licensed from GlycoMimetics Inc.
|
Tanezumab
|
An anti-nerve growth factor monoclonal antibody for the treatment of pain, which is being developed in collaboration with Eli Lilly & Company
|
Trumenba
|
A prophylactic vaccine for active immunization to prevent invasive disease caused by
Neisseria meningitidis
serogroup B in individuals 10 through 25 years of age (ex-U.S.)
|
(a)
|
Remicade® is a registered trademark of Janssen Biotech, Inc.
I
n February 2016, we divested the rights for development and commercialization of PF-06438179, a potential biosimilar to Remicade
®
(infliximab) in the 28 countries that form the European Economic Area (EEA) to Sandoz, which was a condition to the European Commission’s approval of the Hospira transaction. We retain commercialization and manufacturing rights to PF-06438179 in all countries outside of the EEA.
|
(b)
|
Herceptin® is a registered trademark of Genentech, Inc.
|
(c)
|
Rituxan® is a registered trademark of Biogen MA, Inc.
|
(d)
|
Avastin® is a registered trademark of Genentech, Inc.
|
(e)
|
Humira® is a registered trademark of AbbVie Biotechnology Ltd.
|
30
|
|
2015 Financial Report
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
14/13
|
|
|||
Cost of sales
|
|
$
|
9,648
|
|
|
$
|
9,577
|
|
|
$
|
9,586
|
|
|
1
|
|
—
|
|
As a percentage of
Revenues
|
|
19.7
|
%
|
|
19.3
|
%
|
|
18.6
|
%
|
|
|
|
|
|
•
|
an increase in sales volumes due to (i) the inclusion of four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations and the vaccine portfolio operations acquired from Baxter in fiscal 2015, both of which are comprised of inventory measured at fair value on the acquisition date (approximately $2.1 billion); and (ii) the net increase in sales volume of Pfizer legacy products; and
|
•
|
non-recurring charges of $72 million related to manufacturing plant pension obligations and $72 million related to inventory impairment in Venezuela in 2015 related to the foreign currency change described in the “Global Economic Conditions—Venezuela Operations” section in this Financial Review,
|
•
|
favorable foreign exchange of 10% in 2015;
|
•
|
a change in the profit deferred in inventory relating to inventory that had not been sold to third parties resulting in a non-cash benefit of $306 million; and, to a lesser extent
|
•
|
manufacturing efficiencies; and
|
•
|
a decrease in royalty expense associated with products that recently lost marketing exclusivity.
|
•
|
an unfavorable change in product mix due to (i) the inclusion of four months of legacy Hospira U.S. operations, three months of legacy Hospira international operations, and the vaccine portfolio operations acquired from Baxter in fiscal 2015, both of which are comprised of inventory measured at fair value on the acquisition date; and (ii) the impact of losses of exclusivity;
|
•
|
a change in the profit deferred in inventory relating to inventory that had not been sold to third parties (described above);
|
•
|
manufacturing efficiencies;
|
•
|
favorable foreign exchange;
|
•
|
a decrease in royalty expenses associated with products that have recently lost marketing exclusivity; and
|
•
|
an increase in alliance revenues which have no associated cost of sales.
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
14/13
|
|
|||
Selling, informational and administrative expenses
|
|
$
|
14,809
|
|
|
$
|
14,097
|
|
|
$
|
14,355
|
|
|
5
|
|
(2
|
)
|
As a percentage of
Revenues
|
|
30.3
|
%
|
|
28.4
|
%
|
|
27.8
|
%
|
|
|
|
|
•
|
increased investments to support recently launched products and other in-line biopharmaceutical products and certain Consumer Healthcare brands;
|
•
|
a non-recurring charge of $419 million related to the settlement of pension obligations in accordance with
an offer to certain terminated employees who are vested in their pension benefits to elect a lump-sum payment or annuity of their deferred vested pension benefits; and
|
•
|
the inclusion of four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations,
|
2015 Financial Report
|
|
31
|
|
|
|
•
|
the favorable impact of foreign exchange of 6%;
|
•
|
lower expenses associated with certain products that have recently lost marketing exclusivity;
|
•
|
lower field force, advertising and promotional expenses, reflecting the benefits of cost-reduction and productivity initiatives; as well as
|
•
|
the non-recurrence of a $215 million charge to account for an additional year of the non-tax deductible Branded Prescription Drug Fee in accordance with final regulations issued in the third quarter of 2014 by the U.S. Internal Revenue Service (IRS).
|
•
|
lower expenses for field force and marketing expenses, reflecting the benefits of cost-reduction and productivity initiatives, partly in response to product losses of exclusivity;
|
•
|
a reduction related to a true-up of the 2013 fee payable to the federal government under the U.S. Healthcare Legislation based on our prior-calendar-year share relative to other companies of branded prescription drug sales to specified government programs; and
|
•
|
the favorable impact of foreign exchange of 1%,
|
•
|
increased investments in recently launched products and certain in-line products, as well as the launch and pre-launch marketing expenses for Trumenba (meningitis B vaccine) and Ibrance (palbociclib); and
|
•
|
a $215 million charge to account for an additional year of the non-tax deductible Branded Prescription Drug Fee in accordance with final regulations issued in the third quarter of 2014 by the IRS.
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|||
Research and development expenses
|
|
$
|
7,690
|
|
|
$
|
8,393
|
|
|
$
|
6,678
|
|
|
(8
|
)
|
|
26
|
As a percentage of
Revenues
|
|
15.7
|
%
|
|
16.9
|
%
|
|
12.9
|
%
|
|
|
|
|
•
|
the non-recurrence of a charge associated with a collaborative arrangement with Merck KGaA, announced in November 2014, to jointly develop and commercialize avelumab, an investigational anti-PD-L1 antibody currently in development as a potential treatment for multiple types of cancer. The charge included an $850 million upfront cash payment as well as an additional amount of $309 million, reflecting the estimated fair value of certain co-promotion rights for Xalkori given to Merck KGaA (for further discussion, see the “Our Business Development Initiatives” section of this Financial Review);
|
•
|
lower clinical trial expenses for various studies for certain previously approved products, including as a result of the completion of postmarketing commitments;
|
•
|
lower upfront payments associated with certain licensing agreements compared to 2014; and
|
•
|
the favorable impact of foreign exchange of 2%,
|
•
|
higher clinical trial spend for certain oncology and GIP pipeline programs;
|
•
|
the
$295 million
upfront payment to OPKO in the first quarter of
2015
associated with a worldwide development and commercialization agreement;
|
•
|
increased investment in biosimilar and sterile injectable development programs; and
|
•
|
the inclusion of four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations.
|
•
|
a charge associated with a collaborative arrangement with Merck KGaA, announced in November 2014, to jointly develop and commercialize avelumab, an investigational anti-PD-L1 antibody currently in development as a potential treatment for multiple types of cancer. The charge includes an $850 million upfront cash payment as well as an additional amount of $309 million, reflecting the estimated fair value of certain co-promotion rights for Xalkori given to Merck KGaA (for further discussion, see the “Our Business Development Initiatives” section of this Financial Review); and
|
•
|
costs associated with ongoing Phase 3 programs for certain new drug candidates, including bococizumab and ertugliflozin (in collaboration with Merck), investments in Ibrance (palbociclib) and our vaccines portfolio, including Trumenba, as well as potential new indications for previously approved products, especially for Xeljanz.
|
32
|
|
2015 Financial Report
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|
|||
Amortization of intangible assets
|
|
$
|
3,728
|
|
|
$
|
4,039
|
|
|
$
|
4,599
|
|
|
(8
|
)
|
|
(12
|
)
|
As a percentage of
Revenues
|
|
7.6
|
%
|
|
8.1
|
%
|
|
8.9
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|
|||
Restructuring charges and certain acquisition-related costs
|
|
$
|
1,152
|
|
|
$
|
250
|
|
|
$
|
1,182
|
|
|
*
|
|
|
(79
|
)
|
Total additional depreciation––asset restructuring
|
|
122
|
|
|
261
|
|
|
291
|
|
|
(53
|
)
|
|
(10
|
)
|
|||
Total implementation costs
|
|
203
|
|
|
270
|
|
|
231
|
|
|
(25
|
)
|
|
17
|
|
|||
Costs associated with acquisitions and cost-reduction/productivity initiatives
(a)
|
|
$
|
1,478
|
|
|
$
|
781
|
|
|
$
|
1,704
|
|
|
89
|
|
|
(54
|
)
|
(a)
|
Comprises
Restructuring charges and certain acquisition-related costs
as well as costs associated with our cost-reduction/productivity initiatives included in
Cost of sales
,
Research and development expenses
and/or
Selling, informational and administrative expenses
, as appropriate.
|
*
|
Calculation not meaningful.
|
2015 Financial Report
|
|
33
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
14/13
|
|||
Other (income)/deductions—net
|
|
$
|
2,860
|
|
|
$
|
1,009
|
|
|
$
|
(532
|
)
|
|
*
|
|
*
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|
|||
Provision for taxes on income
|
|
$
|
1,990
|
|
|
$
|
3,120
|
|
|
$
|
4,306
|
|
|
(36
|
)
|
|
(28
|
)
|
Effective tax rate on continuing operations
|
|
22.2
|
%
|
|
25.5
|
%
|
|
27.4
|
%
|
|
|
|
|
•
|
the change in the jurisdictional mix of earnings as a result of operating fluctuations in the normal course of business;
|
•
|
the non-recurrence of the non-deductibility of the $215 million charge to account for an additional year of the Branded Prescription Drug Fee in accordance with the final regulations issued in the third quarter of 2014 by the Internal Revenue Service (IRS); and
|
•
|
the tax benefits associated with certain tax initiatives,
|
•
|
the non-deductibility of a foreign currency loss related to Venezuela; and
|
•
|
the non-deductibility of a charge for the agreement in principle to resolve claims relating to Protonix.
|
•
|
the non-recurrence of the unfavorable tax rate associated with patent litigation settlement income of $1.3 billion recorded in 2013;
|
•
|
the non-recurrence of the non-deductibility of the $292 million of goodwill derecognized and the jurisdictional mix of the other intangible assets divested as part of the transfer of certain product rights to Hisun Pfizer recorded in 2013;
|
•
|
the change in the jurisdictional mix of earnings as a result of operating fluctuations in the normal course of business; and
|
34
|
|
2015 Financial Report
|
|
|
|
•
|
the non-recurrence of the non-deductibility of the $223 million loss on an option to acquire the remaining interest in Teuto in 2013, since we expect to retain the investment indefinitely and income in 2014 resulting from a decline in the non-tax deductible estimated loss, from the aforementioned option,
|
•
|
the non-deductibility of the $215 million charge to account for an additional year of the Branded Prescription Drug Fee in accordance with final regulations issued in the third quarter of 2014 by the IRS;
|
•
|
a decrease in the favorable impact of the U.S. R&D tax credit as compared to 2013;
|
•
|
the non-recurrence of the U.S. tax benefits of approximately $430 million, representing tax and interest, resulting from a settlement with the IRS with respect to audits of the Wyeth tax returns for the year 2006 through date of acquisition; and
|
•
|
a decrease in 2014 of the favorable impact of the resolution of certain tax positions, pertaining to prior years with various foreign tax authorities, and from the expiration of certain statutes of limitations as compared to 2013.
|
•
|
senior management receives a monthly analysis of our operating results that is prepared on an Adjusted income basis;
|
•
|
our annual budgets are prepared on an Adjusted income basis; and
|
•
|
senior management’s annual compensation is derived, in part, using this Adjusted income measure. Adjusted income is the performance metric utilized in the determination of bonuses under the Pfizer Inc. Executive Annual Incentive Plan that is designed to limit the bonuses payable to the Executive Leadership Team (ELT) for purposes of Internal Revenue Code Section 162(m). Subject to the Section 162(m) limitation, the bonuses are funded from a pool based on the performance measured by three financial metrics, including adjusted diluted earnings per share, which is derived from Adjusted income. This metric accounts for 40% of the bonus pool funding. The pool applies to the bonus plans for virtually all bonus-eligible, non-sales-force employees worldwide, including the ELT members and other members of senior management. In addition, commencing with the 2015 Performance Share Awards, adjusted operating income will be one of the measures utilized to determine payout. Adjusted operating income is derived from Adjusted income.
|
2015 Financial Report
|
|
35
|
|
|
|
36
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
37
|
|
|
|
|
|
2015
|
||||||||||||||||||||||
IN MILLIONS, EXCEPT PER COMMON SHARE DATA
|
|
GAAP Reported
|
|
|
Purchase Accounting Adjustments
(a)
|
|
|
Acquisition-Related Costs
(a)
|
|
|
Discontinued Operations
(a)
|
|
|
Certain Significant Items
(a)
|
|
|
Non-GAAP Adjusted
|
|
||||||
Revenues
|
|
$
|
48,851
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,851
|
|
Cost of sales
|
|
9,648
|
|
|
(413
|
)
|
|
(75
|
)
|
|
—
|
|
|
(140
|
)
|
|
9,021
|
|
||||||
Selling, informational and administrative expenses
|
|
14,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(484
|
)
|
|
14,324
|
|
||||||
Research and development expenses
|
|
7,690
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
7,653
|
|
||||||
Amortization of intangible assets
|
|
3,728
|
|
|
(3,598
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||||
Restructuring charges and certain acquisition-related costs
|
|
1,152
|
|
|
—
|
|
|
(820
|
)
|
|
—
|
|
|
(333
|
)
|
|
—
|
|
||||||
Other (income)/deductions––net
|
|
2,860
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
(3,321
|
)
|
|
(409
|
)
|
||||||
Income from continuing operations before provision for taxes on income
|
|
8,965
|
|
|
3,953
|
|
|
894
|
|
|
—
|
|
|
4,321
|
|
|
18,133
|
|
||||||
Provision for taxes on income
(b)
|
|
1,990
|
|
|
1,110
|
|
|
303
|
|
|
—
|
|
|
949
|
|
|
4,352
|
|
||||||
Income from continuing operations
|
|
6,975
|
|
|
2,843
|
|
|
591
|
|
|
—
|
|
|
3,372
|
|
|
13,781
|
|
||||||
Discontinued operations––net of tax
|
|
11
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income attributable to noncontrolling interests
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||
Net income attributable to Pfizer Inc.
|
|
6,960
|
|
|
2,843
|
|
|
591
|
|
|
(11
|
)
|
|
3,372
|
|
|
13,755
|
|
||||||
Earnings per common share attributable to Pfizer Inc.––diluted
|
|
1.11
|
|
|
0.45
|
|
|
0.09
|
|
|
—
|
|
|
0.54
|
|
|
2.20
|
|
|
|
2014
|
||||||||||||||||||||||
IN MILLIONS, EXCEPT PER COMMON SHARE DATA
|
|
GAAP Reported
|
|
|
Purchase Accounting Adjustments
(a)
|
|
|
Acquisition-Related Costs
(a)
|
|
|
Discontinued Operations
(a)
|
|
|
Certain Significant Items
(a)
|
|
|
Non-GAAP Adjusted
|
|
||||||
Revenues
|
|
$
|
49,605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(198
|
)
|
|
$
|
49,406
|
|
Cost of sales
|
|
9,577
|
|
|
101
|
|
|
(53
|
)
|
|
—
|
|
|
(491
|
)
|
|
9,134
|
|
||||||
Selling, informational and administrative expenses
|
|
14,097
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
13,721
|
|
||||||
Research and development expenses
|
|
8,393
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1,243
|
)
|
|
7,153
|
|
||||||
Amortization of intangible assets
|
|
4,039
|
|
|
(3,884
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
||||||
Restructuring charges and certain acquisition-related costs
|
|
250
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
||||||
Other (income)/deductions––net
|
|
1,009
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
(1,716
|
)
|
|
(567
|
)
|
||||||
Income from continuing operations before provision for taxes on income
|
|
12,240
|
|
|
3,641
|
|
|
183
|
|
|
—
|
|
|
3,749
|
|
|
19,812
|
|
||||||
Provision for taxes on income
(b)
|
|
3,120
|
|
|
1,085
|
|
|
76
|
|
|
—
|
|
|
969
|
|
|
5,250
|
|
||||||
Income from continuing operations
|
|
9,119
|
|
|
2,556
|
|
|
107
|
|
|
—
|
|
|
2,780
|
|
|
14,562
|
|
||||||
Discontinued operations––net of tax
|
|
48
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income attributable to noncontrolling interests
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||||
Net income attributable to Pfizer Inc.
|
|
9,135
|
|
|
2,556
|
|
|
107
|
|
|
(48
|
)
|
|
2,780
|
|
|
14,530
|
|
||||||
Earnings per common share attributable to Pfizer Inc.––diluted
|
|
1.42
|
|
|
0.40
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
0.43
|
|
|
2.26
|
|
38
|
|
2015 Financial Report
|
|
|
|
|
|
2013
|
||||||||||||||||||||||
IN MILLIONS, EXCEPT PER COMMON SHARE DATA
|
|
GAAP Reported
|
|
|
Purchase Accounting Adjustments
(a)
|
|
|
Acquisition-Related Costs
(a)
|
|
|
Discontinued Operations
(a)
|
|
|
Certain Significant Items
(a)
|
|
|
Non-GAAP Adjusted
|
|
||||||
Revenues
|
|
$
|
51,584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(132
|
)
|
|
$
|
51,452
|
|
Cost of sales
|
|
9,586
|
|
|
23
|
|
|
(116
|
)
|
|
—
|
|
|
(220
|
)
|
|
9,273
|
|
||||||
Selling, informational and administrative expenses
|
|
14,355
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
(183
|
)
|
|
14,172
|
|
||||||
Research and development expenses
|
|
6,678
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
6,554
|
|
||||||
Amortization of intangible assets
|
|
4,599
|
|
|
(4,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
||||||
Restructuring charges and certain acquisition-related costs
|
|
1,182
|
|
|
—
|
|
|
(252
|
)
|
|
—
|
|
|
(930
|
)
|
|
—
|
|
||||||
Other (income)/deductions––net
|
|
(532
|
)
|
|
60
|
|
|
—
|
|
|
—
|
|
|
636
|
|
|
164
|
|
||||||
Income from continuing operations before provision for taxes on income
|
|
15,716
|
|
|
4,344
|
|
|
376
|
|
|
—
|
|
|
692
|
|
|
21,128
|
|
||||||
Provision for taxes on income
(b)
|
|
4,306
|
|
|
1,198
|
|
|
(7
|
)
|
|
—
|
|
|
313
|
|
|
5,810
|
|
||||||
Income from continuing operations
|
|
11,410
|
|
|
3,146
|
|
|
383
|
|
|
—
|
|
|
379
|
|
|
15,318
|
|
||||||
Discontinued operations––net of tax
|
|
10,662
|
|
|
—
|
|
|
—
|
|
|
(10,662
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income attributable to noncontrolling interests
|
|
69
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
30
|
|
||||||
Net income attributable to Pfizer Inc.
|
|
22,003
|
|
|
3,146
|
|
|
383
|
|
|
(10,623
|
)
|
|
379
|
|
|
15,288
|
|
||||||
Earnings per common share attributable to Pfizer Inc.––diluted
|
|
3.19
|
|
|
0.46
|
|
|
0.06
|
|
|
(1.54
|
)
|
|
0.05
|
|
|
2.22
|
|
(a)
|
For details of adjustments, see “Details of Income Statement Items Included in GAAP Reported but Excluded from Non-GAAP Adjusted Income” below.
|
(b)
|
The effective tax rate on Non-GAAP Adjusted income was
24.0%
in
2015
,
26.5%
in 2014 and 27.5% in 2013. The effective tax rate for
2015
compared with
2014
was favorably impacted by the change in the jurisdictional mix of earnings as a result of operating fluctuations in the normal course of business. The effective tax rate in 2014 compared to 2013 was favorably impacted by the change in the jurisdictional mix of earnings as a result of operating fluctuations in the normal course of business, partially offset by a decrease in the favorable impact of the resolution of certain tax positions, pertaining to prior years, with various foreign tax authorities and from the expiration of certain statutes of limitations, as well as a decrease in the favorable impact of the U.S. R&D tax credit compared to 2013.
|
2015 Financial Report
|
|
39
|
|
|
|
Adjusted income, as shown above, excludes the following items:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Purchase accounting adjustments
|
|
|
|
|
|
|
||||||
Amortization, depreciation and other
(a)
|
|
$
|
3,540
|
|
|
$
|
3,742
|
|
|
$
|
4,367
|
|
Cost of sales
|
|
413
|
|
|
(101
|
)
|
|
(23
|
)
|
|||
Total purchase accounting adjustments—pre-tax
|
|
3,953
|
|
|
3,641
|
|
|
4,344
|
|
|||
Income taxes
(b)
|
|
(1,110
|
)
|
|
(1,085
|
)
|
|
(1,198
|
)
|
|||
Total purchase accounting adjustments—net of tax
|
|
2,843
|
|
|
2,556
|
|
|
3,146
|
|
|||
|
|
|
|
|
|
|
||||||
Acquisition-related costs
|
|
|
|
|
|
|
||||||
Restructuring charges
(c)
|
|
479
|
|
|
50
|
|
|
108
|
|
|||
Transaction costs
(c)
|
|
123
|
|
|
—
|
|
|
—
|
|
|||
Integration costs
(c)
|
|
218
|
|
|
80
|
|
|
144
|
|
|||
Additional depreciation—asset restructuring
(d)
|
|
75
|
|
|
53
|
|
|
124
|
|
|||
Total acquisition-related costs—pre-tax
|
|
894
|
|
|
183
|
|
|
376
|
|
|||
Income taxes
(e)
|
|
(303
|
)
|
|
(76
|
)
|
|
7
|
|
|||
Total acquisition-related costs—net of tax
|
|
591
|
|
|
107
|
|
|
383
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations
|
|
|
|
|
|
|
||||||
Discontinued operations—net of tax
(f)
|
|
(11
|
)
|
|
(48
|
)
|
|
(10,662
|
)
|
|||
Discontinued operations—net of tax, attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
39
|
|
|||
Total discontinued operations—net of tax, attributable to Pfizer Inc.
|
|
(11
|
)
|
|
(48
|
)
|
|
(10,623
|
)
|
|||
|
|
|
|
|
|
|
||||||
Certain significant items
|
|
|
|
|
|
|
||||||
Restructuring charges
(g)
|
|
333
|
|
|
121
|
|
|
930
|
|
|||
Implementation costs and additional depreciation—asset restructuring
(h)
|
|
251
|
|
|
478
|
|
|
398
|
|
|||
Foreign currency loss and inventory impairment related to Venezuela
(i)
|
|
878
|
|
|
—
|
|
|
—
|
|
|||
Charge related to pension settlement
(j)
|
|
491
|
|
|
—
|
|
|
—
|
|
|||
Upfront fee associated with collaborative arrangement
(k)
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|||
Additional year of Branded Prescription Drug Fee
(l)
|
|
—
|
|
|
215
|
|
|
—
|
|
|||
Patent litigation settlement income
(m)
|
|
—
|
|
|
—
|
|
|
(1,342
|
)
|
|||
Certain other legal matters, net
(n)
|
|
968
|
|
|
999
|
|
|
21
|
|
|||
Gain associated with the transfer of certain product rights
(n)
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|||
Certain asset impairments
(n)
|
|
787
|
|
|
440
|
|
|
836
|
|
|||
Business and legal entity alignment costs
(o)
|
|
282
|
|
|
168
|
|
|
—
|
|
|||
Costs associated with the Zoetis IPO
(p)
|
|
—
|
|
|
—
|
|
|
18
|
|
|||
Other
(q)
|
|
332
|
|
|
165
|
|
|
290
|
|
|||
Total certain significant items—pre-tax
|
|
4,321
|
|
|
3,749
|
|
|
692
|
|
|||
Income taxes
(r)
|
|
(949
|
)
|
|
(969
|
)
|
|
(313
|
)
|
|||
Total certain significant items—net of tax
|
|
3,372
|
|
|
2,780
|
|
|
379
|
|
|||
Total purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items—net of tax, attributable to Pfizer Inc.
|
|
$
|
6,795
|
|
|
$
|
5,394
|
|
|
$
|
(6,715
|
)
|
(a)
|
Included primarily in
Amortization of intangible assets
.
|
(b)
|
Included in
Provision for taxes on income.
Income taxes includes the tax effect of the associated pre-tax amounts, calculated by determining the jurisdictional location of the pre-tax amounts and applying that jurisdiction’s applicable tax rate.
|
(c)
|
Included in
Restructuring charges and certain acquisition-related costs
(see Notes to Consolidated Financial Statements—
Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
). Restructuring charges include employee termination costs, asset impairments and other exit costs associated with business combinations. Transaction costs represent external costs directly related to our pending combination with Allergan plc and the acquisition of Hospira, and primarily include expenditures for banking, legal, accounting and other similar services. Integration costs represent external, incremental costs directly related to integrating acquired businesses, and primarily include expenditures for consulting and the integration of systems and processes. In 2015, restructuring charges and integration costs primarily relate to our acquisition of Hospira on September 3, 2015. All of these costs and charges are included in
Restructuring charges and certain acquisition-related costs
.
|
(d)
|
Represents the impact of changes in estimated useful lives of assets involved in restructuring actions related to acquisitions. For
2015
and 2014, included in
Cost of sales.
For 2013, included in
Cost of sales
($116 million) and
Selling informational and administrative expenses
($8 million).
|
40
|
|
2015 Financial Report
|
|
|
|
(e)
|
Included in
Provision for taxes on income.
Income taxes includes the tax effect of the associated pre-tax amounts, calculated by determining the jurisdictional location of the pre-tax amounts and applying that jurisdiction’s applicable tax rate. As applicable, each period may also include the impact of the remeasurement of certain deferred tax liabilities resulting from our plant network restructuring activities: in 2014, there was a favorable impact; and in 2013, there was an unfavorable impact.
|
(f)
|
Included in
Discontinued operations––net of tax.
For 2015 and 2014, represents post-close adjustments. For 2013, virtually all relates to our former Animal Health business, through June 24, 2013, the date of disposal (see Notes to Consolidated Financial Statements—
Note 2D.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Divestitures
)
.
|
(g)
|
Amounts relate to our cost-reduction and productivity initiatives not related to acquisitions. Included in
Restructuring charges and certain acquisition-related costs
(see Notes to Consolidated Financial Statements—
Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
).
|
(h)
|
Amounts relate to our cost-reduction/productivity initiatives not related to acquisitions (see Notes to Consolidated Financial Statements—
Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
). For 2015, virtually all included in
Cost of sales
(
$145 million
),
Selling, informational and administrative expenses
(
$83 million
) and
Research and development expenses
(
$19 million
). For 2014, virtually all included in
Cost of sales
($253 million),
Selling, informational and administrative expenses
($141 million) and
Research and development expenses
($83 million). For 2013, included in
Selling, informational and administrative expenses
($156 million),
Research and development expenses
($127 million) and
Cost of sales
($115 million).
|
(i)
|
In 2015, represents (i) an
$806 million
foreign currency loss included in
Other (income)/deductions––net
related to recent conditions in Venezuela, that had us resolve that our Venezuelan bolivar-denominated net monetary assets that are
s
ubject to revaluation are no longer expected to be settled at the Venezuelan government CENCOEX official rate of 6.30, but rather at the SIMADI rate of 200, the lowest official rate. Those conditions included the inability to obtain significant conversions of Venezuelan bolivars related to intercompany U.S. dollar
denominated accounts, an evaluation of the effects of the implementation of a fourth-quarter 2015 operational restructuring, resulting in a 36% reduction in our labor force in Venezuela, and our expectation of the changes in Venezuela’s responses to changes in its economy; and (ii) a
$72 million
charge included in
Cost of sales
related to inventory impairment in Venezuela related to the foreign currency change described above.
|
(j)
|
Included in
Cost of sales
(
$72 million
) and
Selling, informational and administrative expenses
(
$419 million
)
.
In 2015,
primarily represents a non-recurring charge related to settlement of pension obligations in accordance with
an offer to certain terminated employees who are vested in their pension benefits to elect a lump-sum payment or annuity of their deferred vested pension benefits.
|
(k)
|
Virtually all included in
Research and development expenses
. Represents a charge associated with a collaborative arrangement with Merck KGaA, announced in November 2014, to jointly develop and commercialize avelumab, an investigational anti-PD-L1 antibody currently in development as a potential treatment for multiple types of cancer. The charge includes an $850 million upfront cash payment as well as an additional amount of $309 million, reflecting the estimated fair value of the co-promotion rights for Xalkori given to Merck KGaA.
|
(l)
|
Included in
Selling, informational and administrative expenses
. In 2014, represents a charge to account for an additional year of the non-tax deductible Branded Prescription Drug Fee in accordance with final regulations issued in the third quarter of 2014 by the IRS.
|
(m)
|
In 2013, reflects income from a litigation settlement with Teva Pharmaceutical Industries Ltd. and Sun Pharmaceutical Industries Ltd. for patent-infringement damages resulting from their “at-risk” launches of generic Protonix in the U.S. Included in
Other (income)/deductions—net
(see the “Other (Income)/Deductions—Net” section of this Financial Review and Notes to Consolidated Financial Statements—
Note 4. Other (Income)/Deductions—Net
)
.
|
(n)
|
Included in
Other (income)/deductions—net
(see the “Other (Income)/Deductions—Net” section of this Financial Review and Notes to Consolidated Financial Statements—
Note 4. Other (Income)/Deductions—Net
)
.
|
(o)
|
Included in
Other (income)/deductions––net.
In 2015 and 2014, represents expenses for changes to our infrastructure to align our operations, as well as reporting for our business segments established in 2014.
|
(p)
|
Represents costs incurred in connection with the initial public offering of an approximate 19.8% ownership interest in Zoetis. Includes expenditures for banking, legal, accounting and similar services. For 2013, included in
Other (income)/deductions—net
(see the “Other (Income)/Deductions—Net” section of this Financial Review and Notes to Consolidated Financial Statements—
Note 4. Other (Income)/Deductions—Net
)
.
|
(q)
|
For
2015
, virtually all included in
Cost of sales
(
$149 million
income), and
Other (income)/deductions––net
(
$473 million
). For
2014
, virtually all included in
Revenues
($198 million),
Cost of sales
($238 million),
Selling, informational and administrative expenses
($21 million) and
Other (income)/deductions––net
($103 million). For 2013, included in
Revenues
($132 million),
Cost of sales
($105 million),
Selling, informational and administrative expenses
($26 million) and
Other (income)/deductions––net
($291 million). For 2015, includes, among other things, a change in the profit deferred in inventory relating to inventory that had not been sold to third parties that is included in
Cost of sales
(non-cash benefit of $221 million), losses of
$239 million
, which are included in
Other (income)/deductions––net,
and are
related to our share of an equity method investee’s charges incurred for its re-measurement of a contingent consideration liability, and charges of $173 million related to the write-down of assets to net realizable value that are primarily included in
Other (income)/deductions––net
. In 2013, includes an estimated loss on an option to acquire the remaining interest in Laboratório Teuto Brasileiro S.A. (Teuto), a 40%-owned generics company in Brazil (approximately
$223 million
). In 2014, includes income resulting from a decline in the estimated loss from the aforementioned option (approximately
$55 million
). For
2014
, includes, among other things, income associated with the manufacturing and supply agreements with Zoetis Inc. that are virtually all included in
Revenues
(
$272 million
) and
Cost of sales
(
$237 million
). For 2013, includes, among other things, income associated with the manufacturing and supply agreements with Zoetis Inc. that are included in
Revenues
($132 million) and
Cost of sales
($116 million).
|
(r)
|
Included in
Provision for taxes on income.
Income taxes includes the tax effect of the associated pre-tax amounts, calculated by determining the jurisdictional location of the pre-tax amounts and applying that jurisdiction’s applicable tax rate. The amount in 2015 was favorably impacted by tax benefits associated with certain tax initiatives. In addition, the amount in 2015 was unfavorably impacted by a non-deductible foreign currency loss related to Venezuela and the non-deductible charge for the agreement in principle to resolve claims relating to Protonix. The amount in 2014 was favorably impacted by the decline in the non-tax deductible estimated loss recorded in the third quarter of 2013 related to an option to acquire the remaining interest in Teuto, since we expect to retain the investment indefinitely, and unfavorably impacted by a non-tax deductible charge to account for an additional year of the Branded Prescription Drug Fee in accordance with final regulations issued in the third quarter of 2014 by the IRS. The amount in 2013 was favorably impacted by U.S. tax benefits of approximately $430 million, representing tax and interest, resulting from a settlement with the IRS with respect to audits of the Wyeth tax returns for the years 2006 through date of acquisition and unfavorably impacted by (i) the tax rate associated with the patent litigation settlement income, (ii) the non-deductibility of goodwill derecognized and the jurisdictional mix of the other intangible assets divested as part of the transfer of certain product rights to Hisun Pfizer, and (iii) the aforementioned non-tax deductible estimated loss related to the Teuto option, since we expect to retain the investment indefinitely, and the non-deductibility of an impairment charge related to our equity-method investment in Teuto. See Notes to Consolidated Financial Statements—
Note 5A. Tax Matters: Taxes on Income from Continuing Operations
.
|
2015 Financial Report
|
|
41
|
|
|
|
|
|
2015
|
||||||||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
GIP
(a)
|
|
|
VOC
(a)
|
|
|
Total
Innovative Products
(b)
|
|
|
Established Products
GEP
(a)
|
|
|
Other
(c)
|
|
|
Non-GAAP
Adjusted (d) |
|
|
Reconciling Items
(e)
|
|
|
GAAP Reported
|
|
||||||||
Revenues
|
|
$
|
13,954
|
|
|
$
|
12,803
|
|
|
$
|
26,758
|
|
|
$
|
21,587
|
|
|
$
|
506
|
|
|
$
|
48,851
|
|
|
$
|
—
|
|
|
$
|
48,851
|
|
Cost of sales
|
|
1,561
|
|
|
2,089
|
|
|
3,650
|
|
|
4,486
|
|
|
884
|
|
|
9,021
|
|
|
627
|
|
|
9,648
|
|
||||||||
% of revenue
|
|
11.2
|
%
|
|
16.3
|
%
|
|
13.6
|
%
|
|
20.8
|
%
|
|
*
|
|
|
18.5
|
%
|
|
*
|
|
|
19.7
|
%
|
||||||||
Selling, informational and administrative expenses
|
|
3,611
|
|
|
3,195
|
|
|
6,807
|
|
|
3,572
|
|
|
3,945
|
|
|
14,324
|
|
|
485
|
|
|
14,809
|
|
||||||||
Research and development expenses
|
|
1,987
|
|
|
1,043
|
|
|
3,030
|
|
|
758
|
|
|
3,865
|
|
|
7,653
|
|
|
37
|
|
|
7,690
|
|
||||||||
Amortization of intangible assets
|
|
46
|
|
|
48
|
|
|
94
|
|
|
36
|
|
|
—
|
|
|
130
|
|
|
3,598
|
|
|
3,728
|
|
||||||||
Restructuring charges and certain acquisition-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
|
1,152
|
|
||||||||
Other (income)/deductions––net
|
|
(1,008
|
)
|
|
(79
|
)
|
|
(1,087
|
)
|
|
(150
|
)
|
|
827
|
|
|
(409
|
)
|
|
3,269
|
|
|
2,860
|
|
||||||||
Income from continuing operations before provision for taxes on income
|
|
$
|
7,757
|
|
|
$
|
6,507
|
|
|
$
|
14,264
|
|
|
$
|
12,885
|
|
|
$
|
(9,016
|
)
|
|
$
|
18,133
|
|
|
$
|
(9,168
|
)
|
|
$
|
8,965
|
|
|
|
2014
|
||||||||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
GIP
(a)
|
|
|
VOC
(a)
|
|
|
Total
Innovative Products
(b)
|
|
|
Established Products
GEP
(a)
|
|
|
Other
(c)
|
|
|
Non-GAAP
Adjusted (d) |
|
|
Reconciling Items
(e)
|
|
|
GAAP Reported
|
|
||||||||
Revenues
|
|
$
|
13,861
|
|
|
$
|
10,144
|
|
|
$
|
24,005
|
|
|
$
|
25,149
|
|
|
$
|
253
|
|
|
$
|
49,406
|
|
|
$
|
198
|
|
|
$
|
49,605
|
|
Cost of sales
|
|
1,858
|
|
|
1,991
|
|
|
3,848
|
|
|
4,570
|
|
|
716
|
|
|
9,134
|
|
|
443
|
|
|
9,577
|
|
||||||||
% of revenue
|
|
13.4
|
%
|
|
19.6
|
%
|
|
16.0
|
%
|
|
18.2
|
%
|
|
*
|
|
|
18.5
|
%
|
|
*
|
|
|
19.3
|
%
|
||||||||
Selling, informational and administrative expenses
|
|
3,606
|
|
|
2,556
|
|
|
6,162
|
|
|
3,903
|
|
|
3,655
|
|
|
13,721
|
|
|
377
|
|
|
14,097
|
|
||||||||
Research and development expenses
|
|
1,625
|
|
|
925
|
|
|
2,549
|
|
|
657
|
|
|
3,946
|
|
|
7,153
|
|
|
1,241
|
|
|
8,393
|
|
||||||||
Amortization of intangible assets
|
|
45
|
|
|
24
|
|
|
69
|
|
|
85
|
|
|
—
|
|
|
155
|
|
|
3,884
|
|
|
4,039
|
|
||||||||
Restructuring charges and certain acquisition-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
250
|
|
||||||||
Other (income)/deductions––net
|
|
(1,052
|
)
|
|
(44
|
)
|
|
(1,096
|
)
|
|
(265
|
)
|
|
794
|
|
|
(567
|
)
|
|
1,577
|
|
|
1,009
|
|
||||||||
Income from continuing operations before provision for taxes on income
|
|
$
|
7,780
|
|
|
$
|
4,692
|
|
|
$
|
12,472
|
|
|
$
|
16,199
|
|
|
$
|
(8,859
|
)
|
|
$
|
19,812
|
|
|
$
|
(7,573
|
)
|
|
$
|
12,240
|
|
|
|
2013
(f)
|
||||||||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
GIP
(a)
|
|
|
VOC
(a)
|
|
|
Total
Innovative Products
(b)
|
|
|
Established Products
GEP
(a)
|
|
|
Other
(c)
|
|
|
Non-GAAP
Adjusted (d) |
|
|
Reconciling Items
(e)
|
|
|
GAAP Reported
|
|
||||||||
Revenues
|
|
$
|
14,317
|
|
|
$
|
9,285
|
|
|
$
|
23,602
|
|
|
$
|
27,619
|
|
|
$
|
232
|
|
|
$
|
51,452
|
|
|
$
|
132
|
|
|
$
|
51,584
|
|
Cost of sales
|
|
1,833
|
|
|
1,843
|
|
|
3,675
|
|
|
4,732
|
|
|
866
|
|
|
9,273
|
|
|
313
|
|
|
9,586
|
|
||||||||
% of revenue
|
|
12.8
|
%
|
|
19.8
|
%
|
|
15.6
|
%
|
|
17.1
|
%
|
|
*
|
|
|
18.0
|
%
|
|
*
|
|
|
18.6
|
%
|
||||||||
Selling, informational and administrative expenses
|
|
3,194
|
|
|
2,326
|
|
|
5,520
|
|
|
4,714
|
|
|
3,938
|
|
|
14,172
|
|
|
183
|
|
|
14,355
|
|
||||||||
Research and development expenses
|
|
1,242
|
|
|
912
|
|
|
2,154
|
|
|
737
|
|
|
3,663
|
|
|
6,554
|
|
|
124
|
|
|
6,678
|
|
||||||||
Amortization of intangible assets
|
|
45
|
|
|
13
|
|
|
58
|
|
|
100
|
|
|
3
|
|
|
161
|
|
|
4,438
|
|
|
4,599
|
|
||||||||
Restructuring charges and certain acquisition-related costs
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1,182
|
|
|
1,182
|
|
||||||||
Other (income)/deductions––net
|
|
(545
|
)
|
|
(31
|
)
|
|
(576
|
)
|
|
(216
|
)
|
|
957
|
|
|
164
|
|
|
(696
|
)
|
|
(532
|
)
|
||||||||
Income from continuing operations before provision for taxes on income
|
|
$
|
8,549
|
|
|
$
|
4,216
|
|
|
$
|
12,765
|
|
|
$
|
17,552
|
|
|
$
|
(9,189
|
)
|
|
$
|
21,128
|
|
|
$
|
(5,412
|
)
|
|
$
|
15,716
|
|
(a)
|
Amounts represent the revenues and costs managed by each of our operating segments. The expenses generally include only those costs directly attributable to the operating segment.
|
(b)
|
Total Innovative Products represents the sum of the GIP and VOC segments.
|
42
|
|
2015 Financial Report
|
|
|
|
(c)
|
Other comprises the revenues and costs included in our Adjusted income components (see footnote (d) below)
that are managed outside of our three operating segments and includes the following:
|
|
|
2015
|
||||||||||||||||||||||
|
|
Other Business Activities
|
|
|
|
|
||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
PCS
(i)
|
|
WRD
(ii)
|
|
Medical
(iii)
|
|
Corporate
(iv)
|
|
Other Unallocated
(v)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
506
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
506
|
|
Cost of sales
|
|
396
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
468
|
|
|
884
|
|
||||||
Selling, informational and administrative expenses
|
|
13
|
|
|
2
|
|
|
149
|
|
|
3,711
|
|
|
71
|
|
|
3,945
|
|
||||||
Research and development expenses
|
|
3
|
|
|
2,945
|
|
|
29
|
|
|
878
|
|
|
11
|
|
|
3,865
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restructuring charges and certain acquisition-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
||||||
Other (income)/deductions––net
|
|
(1
|
)
|
|
(77
|
)
|
|
—
|
|
|
817
|
|
|
90
|
|
|
827
|
|
||||||
Income from continuing operations before provision for taxes on income
|
|
$
|
96
|
|
|
$
|
(2,870
|
)
|
|
$
|
(177
|
)
|
|
$
|
(5,430
|
)
|
|
$
|
(636
|
)
|
|
$
|
(9,016
|
)
|
|
|
2014
|
||||||||||||||||||||||
|
|
Other Business Activities
|
|
|
|
|
||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
PCS
(i)
|
|
WRD
(ii)
|
|
Medical
(iii)
|
|
Corporate
(iv)
|
|
Other Unallocated
(v)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253
|
|
Cost of sales
|
|
165
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
451
|
|
|
716
|
|
||||||
Selling, informational and administrative expenses
|
|
19
|
|
|
—
|
|
|
144
|
|
|
3,454
|
|
|
37
|
|
|
3,655
|
|
||||||
Research and development expenses
|
|
3
|
|
|
3,056
|
|
|
27
|
|
|
850
|
|
|
12
|
|
|
3,946
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restructuring charges and certain acquisition-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other (income)/deductions––net
|
|
(3
|
)
|
|
(66
|
)
|
|
—
|
|
|
795
|
|
|
67
|
|
|
794
|
|
||||||
Income from continuing operations before provision for taxes on income
|
|
$
|
69
|
|
|
$
|
(2,989
|
)
|
|
$
|
(171
|
)
|
|
$
|
(5,200
|
)
|
|
$
|
(567
|
)
|
|
$
|
(8,859
|
)
|
|
|
2013
|
||||||||||||||||||||||
|
|
Other Business Activities
|
|
|
|
|
||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
PCS
(i)
|
|
WRD
(ii)
|
|
Medical
(iii)
|
|
Corporate
(iv)
|
|
Other Unallocated
(v)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
232
|
|
Cost of sales
|
|
142
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
582
|
|
|
866
|
|
||||||
Selling, informational and administrative expenses
|
|
14
|
|
|
1
|
|
|
146
|
|
|
3,699
|
|
|
78
|
|
|
3,938
|
|
||||||
Research and development expenses
|
|
3
|
|
|
2,799
|
|
|
23
|
|
|
823
|
|
|
16
|
|
|
3,663
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
||||||
Restructuring charges and certain acquisition-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Other (income)/deductions––net
|
|
(2
|
)
|
|
(66
|
)
|
|
1
|
|
|
1,025
|
|
|
(1
|
)
|
|
957
|
|
||||||
Income from continuing operations before provision for taxes on income
|
|
$
|
75
|
|
|
$
|
(2,735
|
)
|
|
$
|
(169
|
)
|
|
$
|
(5,689
|
)
|
|
$
|
(671
|
)
|
|
$
|
(9,189
|
)
|
(i)
|
PCS—the revenues and costs of Pfizer CentreSource (PCS), our contract manufacturing and bulk pharmaceutical chemical sales operation. In 2015, PCS also includes revenues and expenses related to our manufacturing and supply agreements with Zoetis Inc.
|
(ii)
|
WRD—the research and development (R&D) expenses managed by our Worldwide Research and Development organization (WRD), which is generally responsible for research projects until proof-of-concept is achieved and then for transitioning those projects to the appropriate operating segment for possible clinical and commercial development. This organization also has responsibility for certain science-based and other platform-services organizations, which provide technical expertise and other services to the various R&D projects. WRD is also responsible for facilitating all regulatory submissions and interactions with regulatory agencies, including all safety-event activities.
|
(iii)
|
Medical—the costs associated with our Pfizer Medical organization (Medical), which, during the years 2013 through 2015, was responsible for the provision of medical information to healthcare providers, patients and other parties, transparency and disclosure activities, clinical trial results publication, grants for healthcare quality improvement and medical education, partnerships with global public health and medical associations, regulatory inspection readiness reviews, internal audits of Pfizer-sponsored clinical trials and internal regulatory compliance processes.
|
2015 Financial Report
|
|
43
|
|
|
|
(iv)
|
Corporate—the costs associated with Corporate, representing platform functions (such as worldwide technology, global real estate operations, legal, finance, human resources, worldwide public affairs, compliance, and worldwide procurement) and certain compensation and other corporate costs, such as interest income and expense, and gains and losses on investments.
|
(v)
|
Other Unallocated—other unallocated costs, representing overhead expenses associated with our manufacturing and commercial operations not directly attributable to an operating segment.
|
(PERCENTAGES)
|
|
GIP
|
|
VOC
|
|
GEP
|
WRD/Medical Costs
|
|
|
|
|
|
|
Selling, informational and administrative expenses
|
|
55% - 57%
|
|
17% - 19%
|
|
24% - 26%
|
Research and development expenses
|
|
49% - 53%
|
|
35% - 38%
|
|
12% - 14%
|
Other (income)/deductions––net
|
|
*
|
|
*
|
|
*
|
Total WRD/Medical Costs
|
|
48% - 52%
|
|
35% - 38%
|
|
13% - 15%
|
|
|
|
|
|
|
|
Corporate/Other Unallocated Costs
|
|
|
|
|
|
|
Cost of sales
|
|
(12%) - (14%)
|
|
(9%) - (11%)
|
|
118% - 120%
|
Selling, informational and administrative expenses
|
|
27% - 29%
|
|
24% - 26%
|
|
44% - 48%
|
Research and development expenses
|
|
46% - 50%
|
|
37% - 40%
|
|
13% - 15%
|
Other (income)/deductions––net
|
|
*
|
|
*
|
|
*
|
Total Corporate/Other Unallocated Costs
|
|
26% - 29%
|
|
22% - 25%
|
|
46% - 49%
|
|
|
|
|
|
|
|
Total WRD/Medical and Corporate/Other Unallocated Costs
|
|
|
|
|
|
|
Cost of sales
|
|
(12%) - (14%)
|
|
(9%) - (11%)
|
|
118% - 120%
|
Selling, informational and administrative expenses
|
|
28% - 30%
|
|
24% - 26%
|
|
43% - 47%
|
Research and development expenses
|
|
48% - 52%
|
|
35% - 38%
|
|
13% - 15%
|
Other (income)/deductions––net
|
|
*
|
|
*
|
|
*
|
Total WRD/Medical and Corporate/Other Unallocated Costs
|
|
34% - 37%
|
|
27% - 30%
|
|
34% - 37%
|
*
|
Amounts not material. After excluding net interest expense included in Corporate and net gains on investments not attributable to an operating segment and included in Corporate,
Other (income)/deductions––net
approximates
$97 million
of expense.
|
•
|
WRD/Medical
––
The information provided in the table above for WRD and Medical was substantially all derived from our estimates of the costs incurred in connection with the R&D projects associated with each operating segment.
|
•
|
Corporate/Other Unallocated
––
Virtually all of the information provided in the table above for Corporate and Other Unallocated was derived using proportional allocation methods based on global, regional or country revenues or global, regional or country headcount, as well as certain cost metrics, as appropriate, such as those derived from R&D and manufacturing costs. Management believes that the allocations of Corporate and Other Unallocated costs are reasonable.
|
(d)
|
See the “Adjusted Income” section of this Financial Review for a definition of these “Adjusted Income” components.
|
(e)
|
Includes costs associated with (i) purchase accounting adjustments; (ii) acquisition-related costs; and (iii) certain significant items, which are substantive, unusual items that are evaluated on an individual basis by management. For additional information about these reconciling items and/or our Non-GAAP Adjusted measure of performance, see the “Adjusted Income” section of this Financial Review.
|
(f)
|
As our operations were not managed under the new structure until the beginning of the first quarter of 2014, certain costs and expenses could not be directly attributed to one of the new operating segments. As a result, our operating segment results for 2013 include allocations. The amounts subject to allocation methods in 2013 were approximately
$2.1 billion
, of selling, informational and administrative expenses and approximately
$800 million
, of R&D expenses.
|
•
|
The selling, informational and administrative expenses were allocated using proportional allocation methods based on associated selling costs, revenues or product-specific costs, as applicable.
|
•
|
The R&D expenses were allocated based on product-specific R&D costs or revenue metrics, as applicable.
|
*
|
Calculation not meaningful.
|
•
|
Revenues
increased
1%
in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact of
8%
on GIP revenues in
2015
, compared to
2014
. Revenues increased by
9%
operationally in
2015
, compared to
2014
, primarily due to the following operational factors:
|
◦
|
strong operational performance of Eliquis globally, Lyrica, primarily in the U.S. and Japan, as well as Xeljanz, Viagra and Chantix, all primarily in the U.S. (collectively, up approximately $1.5 billion in
2015
),
|
◦
|
a decline in Rapamune revenues in the U.S. due to generic competition which began in October 2014 (down approximately $120 million in
2015
), and
|
◦
|
declines in the hemophilia portfolio in the U.S. due to increased competition (collectively down approximately $100 million).
|
44
|
|
2015 Financial Report
|
|
|
|
•
|
Cost of sales
as a percentage of
Revenues
decreased
2.2
percentage points in
2015
, compared to
2014
, primarily driven by a decrease in royalty expense, favorable foreign exchange and an increase in alliance revenues, which have no associated cost of sales. The decrease in
Cost of sales
of
16%
in
2015
, compared to
2014
, was primarily driven by favorable foreign exchange and, to a lesser extent, a decrease in royalty expense.
|
•
|
The slight increase in
Selling, informational and administrative
expenses
in
2015
, compared to
2014
, reflects additional investment in Eliquis, Lyrica and certain other products, largely offset by favorable foreign exchange and reduced investment in certain other products.
|
•
|
The increase in
Research and development
expenses
of
22%
in
2015
, compared to
2014
, primarily reflects the $295 million upfront payment to OPKO Health, Inc. made in the first quarter of 2015 and increased investment in certain late-stage pipeline programs, primarily bococizumab, partially offset by lower clinical trial expenses for certain previously approved products.
|
•
|
The unfavorable change in
Other (income)/deductions––net
of 4% in
2015
, compared to
2014
,
primarily reflects a decrease in royalty-related income, partially offset by an increase in our equity income from certain equity-method investments.
|
•
|
Revenues decreased 3% in
2014
, compared to 2013. Foreign exchange had an unfavorable impact of 1% on GIP revenues in 2014, compared to 2013. Revenues decreased by 2% operationally in 2014, compared to 2013, primarily due to the following operational factors:
|
◦
|
the expiration of the co-promotion term of the collaboration agreement for Enbrel in the U.S. and Canada on October 31, 2013 (down approximately $1.4 billion in 2014); and
|
◦
|
loss of exclusivity for Lyrica in Canada in February 2013 (a decline of approximately $67 million in 2014),
|
◦
|
strong operational growth from Lyrica, primarily in the U.S. and Japan, and Enbrel outside the U.S. and Canada, as well as the performance of recently launched products, including Eliquis, primarily in the U.S. and most other developed markets, and Xeljanz primarily in the U.S. (a combined increase of approximately $1.1 billion in 2014).
|
•
|
Cost of sales
as a percentage of
Revenues
increased 0.6 percentage points in 2014, compared to 2013, due to the loss of Enbrel alliance revenue after October 31, 2013 when the co-promotion term of the collaboration agreement for Enbrel in the U.S. and Canada expired as well as an unfavorable change in product mix. The increase in
Cost of sales
primarily reflects an unfavorable change in product mix.
|
•
|
Selling, informational and administrative
expenses
increased 13% in 2014 compared to 2013, reflecting increased investment in recently launched products and certain in-line products.
|
•
|
Research and development
expenses
increased 31% in 2014 compared to 2013, reflecting incremental investment in late-stage pipeline products.
|
•
|
The favorable change in
Other (income)/deductions––net
of 93% in 2014, compared to 2013, primarily reflects an increase in royalty-related income, primarily due to royalties earned on sales of Enbrel in the U.S. and Canada after October 31, 2013. As noted above, on that date, the co-promotion term of the collaboration agreement for Enbrel in the U.S. and Canada expired, and Pfizer became entitled to royalties for a 36-month period thereafter.
|
Global Vaccines, Oncology and Consumer Healthcare Revenues
|
|||||||||||||||||
|
|
Year Ended December 31,
|
% Change
|
||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|||
Global Vaccines
|
|
$
|
6,454
|
|
|
$
|
4,480
|
|
|
$
|
3,965
|
|
|
44
|
|
|
13
|
Consumer Healthcare
|
|
3,395
|
|
|
3,446
|
|
|
3,342
|
|
|
(1
|
)
|
|
3
|
|||
Global Oncology
|
|
2,954
|
|
|
2,218
|
|
|
1,978
|
|
|
33
|
|
|
12
|
|||
Total VOC
|
|
$
|
12,803
|
|
|
$
|
10,144
|
|
|
$
|
9,285
|
|
|
26
|
|
|
9
|
•
|
Revenues increased
26%
in
2015
, compared to
2014
, which includes an increase of
34%
operationally in
2015
.
|
◦
|
Global Vaccines
Revenues
increased
44%
in
2015
, compared to
2014
, reflecting an operational increase in revenues of
51%
in
2015
. The increase was primarily due to an increase of
87%
in
2015
in Prevnar family revenue in the U.S., primarily driven by continued strong uptake of Prevnar 13 among adults following the positive recommendation from ACIP for use in adults aged 65 and older in the third quarter of 2014. International revenues increased
18%
operationally in
2015
, driven by the Prevenar family, which grew
9%
operationally in
2015
, compared to 2014, primarily reflecting Prevenar’s inclusion in additional national immunization programs in certain emerging markets. International revenues were also favorably impacted by the inclusion in
2015
of revenues associated with the acquisition of Baxter’s portfolio of marketed vaccines in Europe.
|
2015 Financial Report
|
|
45
|
|
|
|
◦
|
Global Oncology
Revenues
increased
33%
in
2015
, compared to
2014
, reflecting an operational increase in revenues of
43%
in
2015
,
primarily driven by continued strong momentum following the February 2015 U.S. launch of Ibrance for advanced breast cancer and, to a lesser extent, stronger demand for Xalkori, Sutent and Inlyta in most markets.
|
◦
|
Consumer Healthcare
Revenues
decreased
1%
in
2015
, compared
2014
, reflecting an operational increase in revenues of
5%
in
2015
,
primarily due to the launch of Nexium 24HR in the U.S. in late-May 2014, as well as increased demand for key brands such as Centrum, and operational growth in certain emerging markets.
|
•
|
Cost of sales
as a percentage of
Revenues
decreased
3.3
percentage points in
2015
, compared to
2014
, primarily driven by manufacturing efficiencies, a favorable change in product mix and favorable foreign exchange. The increase in
Cost of sales
of
5%
in
2015
, compared to
2014
, was primarily due to an increase in sales volumes, driven primarily by continued strong uptake of Prevnar 13 among adults, as well as the acquisition of Baxter’s portfolio of marketed vaccines in Europe, largely offset by favorable foreign exchange and manufacturing efficiencies.
|
•
|
Selling, informational and administrative expenses
increased
25%
in
2015
, compared to
2014
, primarily driven by higher promotional expenses in the U.S., primarily for newly launched Consumer Healthcare product line extensions, Prevnar 13 in adults and Ibrance, partially offset by favorable foreign exchange.
|
•
|
Research and development expenses
increased
13%
in
2015
, compared to 2014, primarily reflecting increased costs associated with our vaccine and oncology programs, primarily our anti-PD-L1 alliance with Merck KGaA and Ibrance, partially offset by lower clinical trial spend for Trumenba, Prevnar 13 adult and certain oncology products.
|
•
|
Revenues
increased 9% in 2014, compared to 2013, which includes an increase of 11% operationally in 2014.
|
◦
|
Global Vaccines
Revenues
increased 13% in 2014, compared to 2013, reflecting an operational increase in revenues of 15% in 2014. The increase was primarily due to the performance of Prevnar 13 in the U.S., primarily reflecting the timing of government purchasing patterns, increased prices and increased demand among adults following the positive recommendation from ACIP for use in adults aged 65 and over. International revenues for the Prevenar family increased 10% operationally in 2014, which primarily reflects increased shipments associated with the Global Alliance for Vaccines and Immunization (GAVI) as well as the timing of government purchases in various emerging markets compared with 2013.
|
◦
|
Global Oncology
Revenues
increased 12%
in 2014, compared 2013, reflecting an increase in revenues of 14% operationally in 2014, due to continued strong underlying demand for recent product launches, Xalkori and Inlyta globally, as well as growth from Bosulif, primarily in the U.S.
|
◦
|
Consumer Healthcare
Revenues
increased 3% in 2014, compared to 2013, reflecting an operational increase in revenues of 5% in 2014, pri
marily
due to the launch of Nexium 24HR in the U.S. in late-May 2014 and growth of vitamin supplement products in emerging markets, partially offset by
a decrease in revenues for respiratory products in the U.S. and Canada due to a less severe cold and flu incidence, and for Advil due to the 2013 launch of Advil Film-Coated, which triggered increased retail purchases in the prior year.
|
•
|
Cost of sales
increased 8% in 2014, compared to 2013, primarily due to an increase in sales volumes, partially offset by favorable foreign exchange.
|
•
|
Selling informational and administrative expenses
increased 10% in 2014, compared to 2013, primarily driven by Consumer Healthcare expenses incurred to support the launch of Nexium 24HR in the U.S., Prevnar 13 adult investment, as well as the launch and pre-launch marketing expenses for Trumenba (meningitis B vaccine) and Ibrance (palbociclib).
|
•
|
Research and development expenses
increased 1% in 2014, compared to 2013, reflecting increased investment in Ibrance (palbociclib) and our vaccines portfolio (including Trumenba), as well as costs associated with our anti-PD-L1 alliance with Merck KGaA, partially offset by lower costs for certain oncology programs.
|
46
|
|
2015 Financial Report
|
|
|
|
•
|
Revenues
decreased
14%
in
2015
, compared to
2014
. Foreign exchange had an unfavorable impact of 7% on GEP revenues in
2015
, compared to 2014. Revenues decreased by
7%
operationally in
2015
, primarily due to the following operational factors:
|
◦
|
the loss of exclusivity and associated launch of multi-source generic competition for Celebrex in the U.S. in December 2014, for Zyvox in the U.S. beginning in the first half of 2015, for Lyrica in certain developed Europe markets beginning in the first quarter of 2015, and Inspra in developed Europe markets beginning in August 2014 (collectively, down by approximately $2.5 billion in
2015
);
|
◦
|
a decline in Lipitor revenues in developed markets as a result of continued generic competition (down approximately $160 million in
2015
);
|
◦
|
the decline in Zosyn/Tazocin revenues due to a disruption in supply due to manufacturing issues (down approximately $160 million in
2015
); and
|
◦
|
the termination of the co-promotion collaboration for Spiriva (down approximately $110 million in
2015
),
|
◦
|
the inclusion of legacy Hospira operations, which contributed
$1.5 billion
; and
|
◦
|
growth in emerging markets (excluding legacy Hospira), where revenues increased 2% operationally in
2015
(up by approximately $160 million in
2015
).
|
•
|
Cost of sales
as a percentage of
Revenues
increased
2.6
percentage points in
2015
, compared to
2014
, primarily due to the impact of losses of exclusivity resulting in an unfavorable change in product mix and the inclusion of legacy Hospira operations, partially offset by favorable foreign exchange. The decrease in
Cost of sales
of
2%
in
2015
, compared to 2014, was primarily driven by favorable foreign exchange and lower volumes as a result of products losing exclusivity, offset by the inclusion of legacy Hospira operations.
|
•
|
Selling, informational and administrative
expenses
decreased
8%
in
2015
, compared to 2014, primarily due to lower field force, advertising and promotional expenses reflecting the benefits of cost-reduction and productivity initiatives, as well as favorable foreign exchange, partially offset by the inclusion of legacy Hospira operations, an increase in certain general and administrative expenses and higher cost for the U.S. Branded Prescription Drug Fee compared to the prior year.
|
•
|
Research and development
expenses
increased 15% in 2015, compared to
2014
, reflecting the inclusion of legacy Hospira operations and increased investment in biosimilar development programs and sterile injectable development programs acquired as part of our acquisition of InnoPharma, Inc. partially offset by lower clinical trial expenses related to postmarketing commitments, primarily for Celebrex and Pristiq.
|
•
|
The unfavorable change in
Other (income)/deductions––net
of 43%
in
2015
, compared to
2014
,
primarily reflects the non-recurrence of prior year gains on the sale of product rights, unfavorable foreign exchange and a decrease in our equity income from our equity-method investment in China (Hisun Pfizer), partially offset by other income gains.
|
•
|
Revenues
decreased 9% in 2014, compared to 2013. Foreign exchange had an unfavorable impact of 2% on GEP revenues in 2014 compared to 2013. Revenues decrease 7% operationally in 2014, compared to 2013, primarily due to the following operational factors:
|
◦
|
the loss of exclusivity and subsequent launch of multi-source generic competition for Detrol LA in the U.S. in January 2014, Celebrex in the U.S. in December 2014 and developed Europe in November 2014, Viagra in most major European markets in June 2013 as well as Aricept in Canada in December 2013 (aggregate decline of approximately $826 million in 2014);
|
◦
|
the expiration or near-term expiration of the co-promotion collaboration for Spiriva in most countries, which has resulted in a decline in Pfizer’s share of Spiriva revenues (down approximately $490 million in 2014);
|
◦
|
a decline in branded Lipitor revenues in the U.S. and most other developed markets as a result of continued generic competition (down approximately $388 million in 2014);
|
◦
|
the decline of certain products, including Effexor, Norvasc, atorvastatin, Zosyn/Tazocin, Metaxalone, Ziprasidone and Tygacil (down approximately $428 million in 2014);
|
◦
|
a decline due to loss of exclusivity for certain other products in developed markets (down approximately $170 million in 2014); and
|
◦
|
a decline in Aricept, not including Canada, revenues primarily due to the termination of the co-promotion agreement in Japan in December 2012 (down approximately $75 million in 2014),
|
◦
|
the growth of Lipitor in China (up approximately $164 million in 2014);
|
◦
|
the strong performance of Lyrica in Europe (growth of approximately $144 million in 2014); and
|
◦
|
the contribution from the collaboration with Mylan Inc. to market generic drugs in Japan (approximately $37 million in 2014).
|
2015 Financial Report
|
|
47
|
|
|
|
•
|
Cost of sales
as a percentage of
Revenues
increased by 1.1 percentage points in 2014 compared to 2013, primarily due to the impact of losses of exclusivity and an unfavorable change in product mix. The 3% decrease in
Cost of sales
was primarily driven by favorable foreign exchange.
|
•
|
Selling, informational and administrative
expenses
decreased 17% in 2014, compared to 2013, due to lower expenses for field force and marketing expenses, reflecting the benefits of cost-reduction and productivity initiatives.
|
•
|
Research and development
expenses
decreased 11% in 2014 compared to 2013, due to lower clinical trial expenses and the benefits from cost-reduction and productivity initiatives, partially offset by increased spending on our biosimilars development programs.
|
•
|
For
Foreign currency translation adjustments, net,
reflects primarily the strengthening of the U.S. dollar against the euro, Brazilian real, Canadian dollar, Australian dollar, British pound, Mexican peso and Japanese yen.
|
•
|
For
Unrealized holding gains on derivative financial instruments, net
and
Unrealized holding gains/(losses) on available-for-sale securities, net,
reflects the impact of fair value remeasurements and the reclassification of realized amounts into income. For additional information, see Notes to Consolidated Financial Statements—
Note 7. Financial Instruments
.
|
•
|
For
Benefit plans: actuarial gains/(losses), net,
primarily reflects the reclassification into income of amounts related to (i) the amortization of changes in the pension benefit obligation previously recognized in
Other comprehensive income,
(ii) lower actual return on plan assets as compared to the expected return on assets, and (iii) settlement activity, as well as the impact of foreign exchange. For additional information, see Notes to Consolidated Financial Statements—
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans
and the “Significant Accounting Policies and Application of Critical Accounting Estimates––Benefit Plans” section of this Financial Review.
|
•
|
For
Benefit plans: prior service credits and other, net,
reflects a $507 million reduction in our U.S. Postretirement Plan obligation due to a plan amendment approved in June 2015 that introduced a cap on costs for certain groups within the plan, partially offset by the reclassification into income of amounts related to (i) amortization of changes in prior service costs and credits previously recognized in
Other comprehensive income
and (ii) curtailment activity. For additional information, see Notes to Consolidated Financial Statements—
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans
.
|
•
|
For
Foreign currency translation adjustments
, reflects primarily the weakening of the euro against the U.S. dollar, and, to a lesser, extent the weakening of the Japanese yen, Canadian dollar, Brazilian real and U.K. pound against the U.S dollar. Also, includes the reclassification of amounts associated with legal entity dispositions into income.
|
•
|
For
Unrealized holding gains on derivative financial instruments
,
net
reflects the impact of fair value remeasurements and the reclassification of realized amounts into income. For additional information, see Notes to Consolidated Financial Statements—
Note 7. Financial Instruments
.
|
•
|
For
Unrealized holding gains/(losses) on available-for-sale securities
,
net
reflects the impact of fair value remeasurements and the reclassification of realized amounts into income. For additional information, see Notes to Consolidated Financial Statements—
Note 7. Financial Instruments
.
|
•
|
For
Benefit plans: actuarial gains/(losses), net,
reflects the actuarial losses related primarily to a decrease in the discount rate. For additional information, see Notes to Consolidated Financial Statements—
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans
and the “Significant Accounting Policies and Application of Critical Accounting Estimates––Benefit Plans” section of this Financial Review.
|
•
|
For
Benefit plans: prior service credits and other, net,
reflects an amendment to our post-retirement plans that decreased the benefit obligation by transferring certain plan participants to a retiree drug coverage program eligible for a Medicare Part D plan subsidy. For additional information, see Notes to Consolidated Financial Statements—
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans
.
|
•
|
For
Foreign currency translation adjustments
, reflects the weakening of several currencies against the U.S. dollar, primarily the Japanese yen, the Australian dollar, the Canadian dollar and the Brazilian real, partially offset by the strengthening of several currencies against the U.S. dollar, primarily the euro and to a lesser extent the U.K. pound, as well as the reclassification of amounts associated with dispositions into income.
|
•
|
For
Unrealized holding gains on derivative financial instruments
,
net
reflects the impact of fair value remeasurements and the reclassification of realized gains into income. For additional information, see Notes to Consolidated Financial Statements—
Note 7. Financial Instruments
.
|
•
|
For
Unrealized holding gains/(losses) on available-for-sale securities
,
net
reflects the impact of fair value remeasurements and the reclassification of realized gains into income. For additional information, see Notes to Consolidated Financial Statements—
Note 7. Financial Instruments
.
|
•
|
For
Benefit plans: actuarial gains/(losses)
,
net
, reflects the impact of actuarial gains (due to an increase in the discount rate and higher than expected returns on plan assets) and the reclassification of certain amounts related to amortization and curtailments/settlements into income. For additional information, see Notes to Consolidated Financial Statements—
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans
and the “Significant Accounting Policies and Application of Critical Accounting Estimates––Benefit Plans” section of this Financial Review.
|
48
|
|
2015 Financial Report
|
|
|
|
•
|
For
Trade accounts receivable, less allowance for doubtful accounts,
the change also reflects the timing of sales and collections in the normal course of business.
|
•
|
For
Inventories,
the change also reflects an increase to inventory, resulting from a change in the profit deferred in inventory relating to inventory that had not been sold to third parties,
inventory acquired as part of the acquisition of Baxter’s portfolio of marketed vaccines, recorded at acquisition-date fair value as well as inventory builds in the normal course of business, partially offset by planned inventory reductions.
|
•
|
For
Other current assets,
the change also reflects the decrease in the receivables associated with our derivative financial instruments as well as the timing of receipts and payments in the normal course of business.
|
•
|
For
Property, plant and equipment, less accumulated depreciation,
the change also reflects depreciation, mainly offset by capital additions.
|
•
|
For
Identifiable intangible assets, less accumulated amortization
, the change also reflects amortization and to a lesser extent impairments, partially offset by identifiable intangible assets acquired as part of the acquisition of Baxter’s portfolio of marketed vaccines. For additional information about our intangible assets, see Notes to Consolidated Financial Statements—
Note 10A. Identifiable Intangible Assets and Goodwill: Identifiable Intangible Assets
. For additional information about the asset impairment charges, see Notes to Consolidated Financial Statements
—Note 4.
Other (Income)/Deductions—Net
. For additional information about the assets acquired as part of the acquisition of Baxter’s portfolio of marketed vaccines, see Notes to Consolidated Financial Statements—
Note 2A.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
:
Acquisitions.
|
•
|
For
Trade accounts payable,
the change also reflects the timing of purchases and payments in the normal course of business.
|
•
|
For
Accrued compensation and related items,
the change also reflects a higher bonus accrual attributable to performance and a change in the structure of our compensation whereby fixed compensation for certain previously non-bonus eligible colleagues was reduced and replaced with an equal amount of variable compensation tied to the performance of the Company and is paid annually.
|
•
|
For
Other current liabilities
, the change also reflects an increase in the payables associated with our derivative financial instruments, a net increase in legal-related liabilities, mainly the accrual for the agreement in principle to resolve claims relating to Protonix, partially offset by payments of certain legal claims, as well as the timing of other payments and accruals in the normal course of business. For additional information, see Notes to Consolidated Financial Statements
—Note 17A4. Commitments and Contingencies: Legal Proceedings—Government Investigations.
|
•
|
For
Pension benefit obligations, net,
and
Postretirement benefit obligations, net
, the change reflects, among other things, a $1.0 billion voluntary pension contribution in January 2015, an increase in our discount rate assumptions used in the measurement of the plan obligations, a $507 million reduction in our U.S. Postretirement Plan obligation due to a plan amendment approved in June 2015 that introduced a cap on costs for certain groups within the plan, and a rise in the comparative strength of the U.S. dollar, as compared to other currencies. For additional information, see Notes to Consolidated Financial Statements—
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans.
|
•
|
For
Other noncurrent liabilities
, the change reflects an increase in the payables associated with our derivative financial instruments and, to a lesser extent, the deferral of an upfront payment received as part of our tanezumab collaborative arrangement, partially offset by other payments and changes in accruals in the normal course of business.
|
•
|
For
Accumulated other comprehensive loss
, the change primarily reflects foreign currency translation adjustments for 2015. For additional information see the “Analysis of the Consolidated Statements of Comprehensive Income” section of this Financial Review.
|
2015 Financial Report
|
|
49
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
15/14
|
|
|
14/13
|
|
|||
Cash provided by/(used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
14,512
|
|
|
$
|
16,883
|
|
|
$
|
17,684
|
|
|
(14
|
)
|
|
(5
|
)
|
Investing activities
|
|
(2,980
|
)
|
|
(5,654
|
)
|
|
(10,544
|
)
|
|
(47
|
)
|
|
(46
|
)
|
|||
Financing activities
|
|
(10,233
|
)
|
|
(9,986
|
)
|
|
(14,975
|
)
|
|
2
|
|
|
(33
|
)
|
|||
Effect of exchange-rate changes on cash and cash equivalents
|
|
(1,000
|
)
|
|
(83
|
)
|
|
(63
|
)
|
|
*
|
|
|
32
|
|
|||
Net increase/(decrease) in
Cash and cash equivalents
|
|
$
|
298
|
|
|
$
|
1,160
|
|
|
$
|
(7,898
|
)
|
|
(74
|
)
|
|
*
|
|
*
|
Calculation not meaningful.
|
•
|
net redemptions of investments of
$14.6 billion
in
2015
, compared to net purchases of investments of
$4.2 billion
in
2014
,
|
•
|
cash paid of
$15.7 billion
, net of cash acquired, in 2015 for the acquisition of Hospira (see Notes to Consolidated Financial Statements—
Note 2A.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Acquisitions
); and
|
•
|
cash paid of
$763 million
, net of cash acquired, in 2015 primarily for the acquisition of Baxter’s portfolio of marketed vaccines (see Notes to Consolidated Financial Statements—
Note 2A.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Acquisitions
).
|
50
|
|
2015 Financial Report
|
|
|
|
•
|
net purchases of investments of $4.2 billion in 2014, compared to $9.4 billion in 2013,
|
•
|
cash paid of $195 million, net of cash acquired, for the acquisition of InnoPharma in 2014.
|
•
|
net principal payments on long-term debt of
$3.0 billion
in 2015, compared to net proceeds from issuance of long-term debt of
$2.4 billion
in 2014; and
|
•
|
purchases of common stock of
$6.2 billion
in
2015
, compared to
$5.0 billion
in
2014
,
|
•
|
net proceeds from short-term borrowings of
$4.3 billion
in
2015
, compared to net payments on short-term borrowings of
$1.8 billion
in
2014
.
|
•
|
purchases of common stock of $5.0 billion in 2014, compared to $16.3 billion in 2013,
|
•
|
net proceeds from borrowings of $548 million in 2014, compared to net proceeds from borrowings of $6.0 billion in 2013; and
|
•
|
proceeds from the exercise of stock options of $1.0 billion in 2014, compared to $1.8 billion in 2013.
|
•
|
we sold Zoetis common stock for Pfizer common stock valued at $11.4 billion;
|
•
|
we exchanged Zoetis common stock for the retirement of Pfizer commercial paper issued in 2013 for $2.5 billion;
|
•
|
we exchanged Zoetis senior notes for the retirement of Pfizer commercial paper issued in 2012 for $1.0 billion;
|
•
|
we transferred certain product rights, valued at $1.2 billion, to an equity-method investment (Hisun Pfizer); and
|
•
|
we contributed an investment, valued at $447 million, in connection with the resolution of a legal matter (Quigley).
|
•
|
the working capital requirements of our operations, including our research and development activities;
|
•
|
investments in our business;
|
•
|
dividend payments and potential increases in the dividend rate;
|
•
|
share repurchases;
|
•
|
the cash requirements associated with our cost-reduction/productivity initiatives;
|
•
|
paying down outstanding debt;
|
2015 Financial Report
|
|
51
|
|
|
|
•
|
contributions to our pension and postretirement plans; and
|
•
|
business-development activities.
|
(a)
|
See Notes to Consolidated Financial Statements––
Note 7. Financial Instruments
for a description of certain assets held and for a description of credit risk related to our financial instruments held.
|
(b)
|
Selected net financial assets decreased during 2015 as net cash provided by operating activities decreased, and cash paid for the Hospira acquisition, dividend payments and share purchases, among other things, more than offset the redemptions/sales, net of purchases, of investments and proceeds from the exercise of stock options. For additional information, see the “Analysis of the Consolidated Statements of Cash Flows
”
section of this Financial Review.
|
(c)
|
The presentation of all deferred taxes as noncurrent in accordance with a new accounting standard that we adopted at December 31, 2015 impacted working capital and the ratio of current assets to current liabilities. Net current deferred tax assets of $2.1 billion at December 31, 2014 were reclassified to noncurrent assets and noncurrent liabilities, as appropriate (see Notes to Consolidated Financial Statements––
Note 1B. Adoption of New Accounting Standards
). The decrease in working capital is due to the acquisition of Hospira, as well as the timing of accruals, cash receipts and payments in the ordinary course of business. For additional information on the acquisition of Hospira, see Notes to Consolidated Financial Statements––
Note 2A.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Acquisitions.
|
(d)
|
Represents total Pfizer Inc. shareholders’ equity divided by the actual number of common shares outstanding (which excludes treasury stock).
|
52
|
|
2015 Financial Report
|
|
|
|
The following table provides the current ratings assigned by these rating agencies to our commercial paper and senior unsecured non-credit-enhanced long-term debt:
|
|||||||
NAME OF RATING AGENCY
|
|
Pfizer
Commercial Paper
|
|
Pfizer
Long-Term Debt
|
|
Date of Last Rating Change
|
|
|
Rating
|
|
Rating
|
Outlook
|
|
||
Moody’s
|
|
P-1
|
|
A1
|
Stable
|
|
October 2009
|
S&P
|
|
A-1+
|
|
AA
|
Negative Watch
|
|
November 2015
|
2015 Financial Report
|
|
53
|
|
|
|
Payments due under contractual obligations as of December 31, 2015, mature as follows:
|
||||||||||||||||||||
|
|
|
|
Years
|
||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
Total
|
|
|
2016
|
|
|
2017-2018
|
|
|
2019-2020
|
|
|
Thereafter
|
|
|||||
Long-term debt, including current portion
(a)
|
|
$
|
32,538
|
|
|
$
|
3,720
|
|
|
$
|
6,812
|
|
|
$
|
5,171
|
|
|
$
|
16,835
|
|
Interest payments on long-term debt obligations
(b)
|
|
16,944
|
|
|
1,170
|
|
|
2,371
|
|
|
1,978
|
|
|
11,425
|
|
|||||
Other long-term liabilities
(c)
|
|
3,390
|
|
|
388
|
|
|
794
|
|
|
688
|
|
|
1,521
|
|
|||||
Lease commitments
(d)
|
|
1,849
|
|
|
206
|
|
|
370
|
|
|
265
|
|
|
1,009
|
|
|||||
Purchase obligations and other
(e)
|
|
3,727
|
|
|
1,072
|
|
|
711
|
|
|
659
|
|
|
1,284
|
|
|||||
Uncertain tax positions
(f)
|
|
73
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Long-term debt consists of senior unsecured notes, including fixed and floating rate, foreign currency denominated, and other notes.
|
(b)
|
Our calculations of expected interest payments incorporate only current period assumptions for interest rates, foreign currency translation rates and hedging strategies (see Notes to Consolidated Financial Statements—
Note 7. Financial Instruments
), and assume that interest is accrued through the maturity date or expiration of the related instrument.
|
(c)
|
Includes expected payments relating to our unfunded U.S. supplemental (non-qualified) pension plans, postretirement plans and deferred compensation plans. Excludes amounts relating to our U.S. qualified pension plans and international pension plans, all of which have a substantial amount of plan assets, because the required funding obligations are not expected to be material and/or because such liabilities do not necessarily reflect future cash payments, as the impact of changes in economic conditions on the fair value of the pension plan assets and/or liabilities can be significant. In January 2016, we made a $1.0 billion voluntary contribution to the U.S. qualified plans. We do not anticipate making any additional contributions to the U.S. qualified plans in 2016. Also, excludes
$4.5 billion
of liabilities related to legal matters, employee terminations and the fair value of derivative financial instruments and other, most of which do not represent contractual obligations. See also our liquidity discussion above in this “Analysis of Financial Condition, Liquidity and Capital Resources” section, as well as the Notes to Consolidated Financial Statements—
Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives, Note 7A. Financial Instruments: Selected Financial Assets and Liabilities, Note 11E. Pension and Postretirement Benefit Plans and Defined Contribution Plans: Cash Flows,
and
Note 17. Commitments and Contingencies.
|
(d)
|
Includes operating and capital lease obligations.
|
(e)
|
Includes agreements to purchase goods and services that are enforceable and legally binding and includes amounts relating to advertising, information technology services, employee benefit administration services, and potential milestone payments deemed reasonably likely to occur.
|
(f)
|
Includes only income tax amounts currently payable. We are unable to predict the timing of tax settlements related to our noncurrent obligations for uncertain tax positions as tax audits can involve complex issues and the resolution of those issues may span multiple years, particularly if subject to negotiation or litigation.
|
54
|
|
2015 Financial Report
|
|
|
|
(a)
|
Includes approximately
151 million
shares purchased for
$5.2 billion
pursuant to the accelerated share repurchase agreement as well as other share repurchases through year-end 2015.
|
2015 Financial Report
|
|
55
|
|
|
|
The following table provides a brief description of recently issued accounting standards, not yet adopted:
|
||||||
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In November 2014, the Financial Accounting Standards Board (FASB) issued amended guidance related to accounting for
hybrid financial instruments
issued or held as investments.
|
|
The new guidance clarifies that for hybrid financial instruments in the form of stock, the assessment of whether the embedded derivative is clearly and closely related to the host instrument must consider the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract.
|
|
January 1, 2016.
|
|
We do not expect that the provisions of this new standard will have any material impact on our consolidated financial statements.
|
In August 2014, the FASB issued amended guidance related to disclosure of uncertainties about the ability of an entity to continue as a
going concern
.
|
|
The new guidance requires management of all entities to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures.
|
|
December 31, 2016. Earlier application is permitted.
|
|
We do not expect that the provisions of this new standard will have any impact on our consolidated financial statements.
|
In July 2015, the FASB issued an update related to
inventory
.
|
|
The new guidance requires that inventory be measured at the lower of cost or net realizable value.
|
|
January 1, 2017. Earlier application is permitted as of the beginning of an interim or annual reporting period.
|
|
We do not expect the provisions of this new standard will have a material impact on our consolidated financial statements.
|
In May 2014, the FASB issued amended guidance related to
revenue from contracts with customers
. In August 2014, the FASB issued updated guidance deferring the effective date of the revenue recognition standard.
|
|
The new guidance introduces a new principles-based framework for revenue recognition and disclosure.
|
|
January 1, 2018. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.
|
|
We have not yet completed our final review of the impact of this guidance, although we currently do not anticipate a material impact on our revenue recognition practices. We continue to review variable consideration, potential disclosures, and our method of adoption to complete our evaluation of the impact on our consolidated financial statements. In addition, we continue to monitor additional changes, modifications, clarifications or interpretations being undertaken by the FASB, which may impact our current conclusions.
|
In September 2015, the FASB issued an update to its guidance on
business combinations
.
|
|
The new guidance requires that an acquirer recognize adjustments to provisional amounts identified during the measurement period be recorded in the reporting period determined. The new guidance also requires that the acquirer records, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts. These are calculated as if the accounting had been completed as of the acquisition date. The new guidance also requires separate presentation on the face of the income statement, or disclosure within the notes for the portion of the amount that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.
|
|
January 1, 2016. Effective for all adjustments made to provisional amounts reported for acquisitions still in the measurement stage as of the effective date.
|
|
We will use this guidance for any adjustments made after January 1, 2016 to any provisional amounts reported for acquisitions, but do not expect it to have a material impact on our consolidated financial statements.
|
56
|
|
2015 Financial Report
|
|
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In January 2016, the FASB issued an update to its guidance on recognition and measurement of f
i
nancial
assets and liabilities.
|
|
Among other things, the new guidance makes the following targeted changes to existing guidance:
1.
Requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.
2.
Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, the investment is required to be measured at fair value.
3.
Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements.
4.
Clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.
|
|
January 1, 2018. Earlier application is not allowed for the amendments in the update, described here, that have potential to impact our consolidated financial statements.
|
|
We are assessing the impact of the provisions of this new guidance on our consolidated financial statements.
|
In February 2016, the FASB issued an update to its guidance on
leases
.
|
|
The new ASU provides guidance for both lessee and lessor accounting models. Among other things, the new guidance requires that a right of use asset and a lease liability be recognized for leases with a duration of greater than one year.
|
|
January 1, 2019. Earlier application is permitted
|
|
We have not yet completed our review of the impact of this guidance. However, we anticipate recognition of additional assets and corresponding liabilities related to leases on our balance sheet.
|
2015 Financial Report
|
|
57
|
|
|
|
•
|
the outcome of research and development activities, including, without limitation, the ability to meet anticipated pre-clinical and clinical trial commencement and completion dates, regulatory submission and approval dates, and launch dates for product candidates, as well as the possibility of unfavorable pre-clinical and clinical trial results, including unfavorable new clinical data and additional analyses of existing clinical data;
|
•
|
decisions by regulatory authorities regarding whether and when to approve our drug applications, which will depend on the assessment by such regulatory authorities of the benefit-risk profile suggested by the totality of the efficacy and safety information submitted; decisions by regulatory authorities regarding labeling, ingredients and other matters that could affect the availability or commercial potential of our products; and uncertainties regarding our ability to address the comments in complete response letters received by us with respect to certain of our drug applications to the satisfaction of the FDA;
|
•
|
the speed with which regulatory authorizations, pricing approvals and product launches may be achieved;
|
•
|
the outcome of post-approval clinical trials, which could result in the loss of marketing approval for a product or changes in the labeling for, and/or increased or new concerns about the safety or efficacy of, a product that could affect its availability or commercial potential;
|
•
|
risks associated with interim data, including the risk that final results of studies for which interim data have been provided and/or additional clinical trials may be different from (including less favorable than) the interim data results and may not support further clinical development of the applicable product candidate or indication;
|
•
|
the success of external business-development activities, including the ability to satisfy the conditions to closing of announced transactions in the anticipated time frame or at all;
|
•
|
competitive developments, including the impact on our competitive position of new product entrants, in-line branded products, generic products, private label products and product candidates that treat diseases and conditions similar to those treated by our in-line drugs and drug candidates;
|
•
|
the implementation by the FDA and regulatory authorities in certain other countries of an abbreviated legal pathway to approve biosimilar products, which could subject our biologic products to competition from biosimilar products, with attendant competitive pressures, after the expiration of any applicable exclusivity period and patent rights;
|
•
|
the ability to meet generic and branded competition after the loss of patent protection for our products or competitor products;
|
•
|
the ability to successfully market both new and existing products domestically and internationally;
|
•
|
difficulties or delays in manufacturing;
|
•
|
trade buying patterns;
|
•
|
the impact of existing and future legislation and regulatory provisions on product exclusivity;
|
•
|
trends toward managed care and healthcare cost containment;
|
•
|
the impact of any significant spending reductions or cost controls affecting Medicare, Medicaid or other publicly funded or subsidized health programs or changes in the tax treatment of employer-sponsored health insurance that may be implemented, and/or any significant additional taxes or fees that may be imposed on the pharmaceutical industry as part of any broad deficit-reduction effort;
|
•
|
the impact of U.S. healthcare legislation enacted in 2010—the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act—and of any modification, repeal or invalidation of any of the provisions thereof;
|
58
|
|
2015 Financial Report
|
|
|
|
•
|
U.S. federal or state legislation or regulatory action affecting, among other things, pharmaceutical product pricing, reimbursement or access, including under Medicaid, Medicare and other publicly funded or subsidized health programs; the importation of prescription drugs from outside the U.S. at prices that are regulated by governments of various foreign countries; restrictions on direct-to-consumer advertising; limitations on interactions with healthcare professionals; or the use of comparative effectiveness methodologies that could be implemented in a manner that focuses primarily on the cost differences and minimizes the therapeutic differences among pharmaceutical products and restricts access to innovative medicines; as well as pricing pressures for our products as a result of highly competitive insurance markets;
|
•
|
legislation or regulatory action in markets outside the U.S. affecting pharmaceutical product pricing, reimbursement or access, including, in particular, continued government-mandated reductions in prices and access restrictions for certain biopharmaceutical products to control costs in those markets;
|
•
|
the exposure of our operations outside the U.S. to possible capital and exchange controls, expropriation and other restrictive government actions, changes in intellectual property legal protections and remedies, as well as political unrest, unstable governments and legal systems and inter-governmental disputes;
|
•
|
contingencies related to actual or alleged environmental contamination;
|
•
|
claims and concerns that may arise regarding the safety or efficacy of in-line products and product candidates;
|
•
|
any significant breakdown, infiltration or interruption of our information technology systems and infrastructure;
|
•
|
legal defense costs, insurance expenses, settlement costs, the risk of an adverse decision or settlement and the adequacy of reserves related to product liability, patent protection, government investigations, consumer, commercial, securities, antitrust, environmental and tax issues, ongoing efforts to explore various means for resolving asbestos litigation, and other legal proceedings;
|
•
|
our ability to protect our patents and other intellectual property, both domestically and internationally;
|
•
|
interest rate and foreign currency exchange rate fluctuations, including the impact of possible currency devaluations in countries experiencing high inflation rates;
|
•
|
governmental laws and regulations affecting domestic and foreign operations, including, without limitation, tax obligations and changes affecting the tax treatment by the U.S. of income earned outside the U.S. that may result from pending and possible future proposals;
|
•
|
any significant issues involving our largest wholesaler customers, which account for a substantial portion of our revenues;
|
•
|
the possible impact of the increased presence of counterfeit medicines in the pharmaceutical supply chain on our revenues and on patient confidence in the integrity of our medicines;
|
•
|
any significant issues that may arise related to the outsourcing of certain operational and staff functions to third parties, including with regard to quality, timeliness and compliance with applicable legal requirements and industry standards;
|
•
|
any significant issues that may arise related to our joint ventures and other third-party business arrangements;
|
•
|
changes in U.S. generally accepted accounting principles;
|
•
|
uncertainties related to general economic, political, business, industry, regulatory and market conditions including, without limitation, uncertainties related to the impact on us, our customers, suppliers and lenders and counterparties to our foreign-exchange and interest-rate agreements of challenging global economic conditions and recent and possible future changes in global financial markets; and the related risk that our allowance for doubtful accounts may not be adequate;
|
•
|
any changes in business, political and economic conditions due to actual or threatened terrorist activity in the U.S. and other parts of the world, and related U.S. military action overseas;
|
•
|
growth in costs and expenses;
|
•
|
changes in our product, segment and geographic mix;
|
•
|
the impact of purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items;
|
•
|
the impact of acquisitions, divestitures, restructurings, internal reorganizations, product recalls, withdrawals and other unusual items, including our ability to realize the projected benefits of our cost-reduction and productivity initiatives, including those related to our research and development organization, and of the internal separation of our commercial operations into our current operating structure;
|
•
|
the risk of an impairment charge related to our intangible assets, goodwill or equity-method investments;
|
•
|
risks related to internal control over financial reporting;
|
•
|
risks and uncertainties related to our recent acquisition of Hospira, including, among other things, the ability to realize the anticipated benefits of the acquisition of Hospira, including the possibility that expected synergies and accretion will not be realized or will not be realized within the expected time frame; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; and unknown liabilities; and
|
•
|
risks and uncertainties related to our pending combination with Allergan, including, without limitation, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, adverse effects on the market price of Pfizer’s common stock and on Pfizer’s operating results because of a failure to complete the transaction in the anticipated time frame or at all, failure to realize the expected benefits and synergies of the transaction, restructuring in connection with the transaction and subsequent integration of Pfizer and Allergan, negative effects of the announcement or the consummation of the transaction on the market price of Pfizer’s common stock and on Pfizer’s operating results, risks relating to the value of the Allergan shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, the risk of litigation and/or regulatory actions, the loss of key senior management or scientific staff, general economic and business conditions that affect the
|
2015 Financial Report
|
|
59
|
|
|
|
60
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
61
|
|
|
|
|
Ian Read
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Frank D’Amelio
|
|
Loretta Cangialosi
|
Principal Financial Officer
|
|
Principal Accounting Officer
|
|
|
|
February 29, 2016
|
|
|
62
|
|
2015 Financial Report
|
|
|
|
|
W. Don Cornwell
|
|
Suzanne Nora Johnson
|
Chair, Audit Committee
|
|
February 29, 2016
|
February 29, 2016
|
|
|
|
|
|
Shantanu Narayen
|
|
Stephen W. Sanger
|
February 29, 2016
|
|
February 29, 2016
|
|
|
|
|
|
|
Joseph J. Echevarria
|
|
|
February 29, 2016
|
|
|
2015 Financial Report
|
|
63
|
|
KPMG LLP
|
New York, New York
|
|
February 29, 2016
|
64
|
|
2015 Financial Report
|
|
KPMG LLP
|
New York, New York
|
|
February 29, 2016
|
2015 Financial Report
|
|
65
|
|
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS, EXCEPT PER COMMON SHARE DATA)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$
|
48,851
|
|
|
$
|
49,605
|
|
|
$
|
51,584
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||
Cost of sales
(a)
|
|
9,648
|
|
|
9,577
|
|
|
9,586
|
|
|||
Selling, informational and administrative expenses
(a)
|
|
14,809
|
|
|
14,097
|
|
|
14,355
|
|
|||
Research and development expenses
(a)
|
|
7,690
|
|
|
8,393
|
|
|
6,678
|
|
|||
Amortization of intangible assets
|
|
3,728
|
|
|
4,039
|
|
|
4,599
|
|
|||
Restructuring charges and certain acquisition-related costs
|
|
1,152
|
|
|
250
|
|
|
1,182
|
|
|||
Other (income)/deductions––net
|
|
2,860
|
|
|
1,009
|
|
|
(532
|
)
|
|||
Income from continuing operations before provision for taxes on income
|
|
8,965
|
|
|
12,240
|
|
|
15,716
|
|
|||
Provision for taxes on income
|
|
1,990
|
|
|
3,120
|
|
|
4,306
|
|
|||
Income from continuing operations
|
|
6,975
|
|
|
9,119
|
|
|
11,410
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Income from discontinued operations––net of tax
|
|
17
|
|
|
(6
|
)
|
|
308
|
|
|||
Gain/(loss) on disposal of discontinued operations––net of tax
|
|
(6
|
)
|
|
55
|
|
|
10,354
|
|
|||
Discontinued operations––net of tax
|
|
11
|
|
|
48
|
|
|
10,662
|
|
|||
Net income before allocation to noncontrolling interests
|
|
6,986
|
|
|
9,168
|
|
|
22,072
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
26
|
|
|
32
|
|
|
69
|
|
|||
Net income attributable to Pfizer Inc.
|
|
$
|
6,960
|
|
|
$
|
9,135
|
|
|
$
|
22,003
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share––basic
:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
1.13
|
|
|
$
|
1.43
|
|
|
$
|
1.67
|
|
Discontinued operations––net of tax
|
|
—
|
|
|
0.01
|
|
|
1.56
|
|
|||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
1.13
|
|
|
$
|
1.44
|
|
|
$
|
3.23
|
|
Earnings per common share––diluted
:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
1.11
|
|
|
$
|
1.41
|
|
|
$
|
1.65
|
|
Discontinued operations––net of tax
|
|
—
|
|
|
0.01
|
|
|
1.54
|
|
|||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
1.11
|
|
|
$
|
1.42
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares––basic
|
|
6,176
|
|
|
6,346
|
|
|
6,813
|
|
|||
Weighted-average shares––diluted
|
|
6,257
|
|
|
6,424
|
|
|
6,895
|
|
|||
|
|
|
|
|
|
|
||||||
Cash dividends paid per common share
|
|
$
|
1.12
|
|
|
$
|
1.04
|
|
|
$
|
0.96
|
|
(a)
|
Exclusive of amortization of intangible assets, except as disclosed in
Note 1K. Basis of Presentation and Significant Accounting Policies: Amortization of Intangible Assets, Depreciation and Certain Long-Lived Assets.
|
66
|
|
2015 Financial Report
|
|
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net income before allocation to noncontrolling interests
|
|
$
|
6,986
|
|
|
$
|
9,168
|
|
|
$
|
22,072
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments, net
|
|
$
|
(3,110
|
)
|
|
$
|
(1,992
|
)
|
|
$
|
(535
|
)
|
Reclassification adjustments
(a)
|
|
—
|
|
|
(62
|
)
|
|
144
|
|
|||
|
|
(3,110
|
)
|
|
(2,054
|
)
|
|
(391
|
)
|
|||
Unrealized holding gains on derivative financial instruments, net
|
|
204
|
|
|
24
|
|
|
488
|
|
|||
Reclassification adjustments for realized (gains)/losses
(b)
|
|
(368
|
)
|
|
477
|
|
|
(94
|
)
|
|||
|
|
(165
|
)
|
|
501
|
|
|
394
|
|
|||
Unrealized holding gains/(losses) on available-for-sale securities, net
|
|
(846
|
)
|
|
(640
|
)
|
|
151
|
|
|||
Reclassification adjustments for realized (gains)/losses
(b)
|
|
796
|
|
|
222
|
|
|
(237
|
)
|
|||
|
|
(50
|
)
|
|
(418
|
)
|
|
(86
|
)
|
|||
Benefit plans: actuarial gains/(losses), net
|
|
(37
|
)
|
|
(4,173
|
)
|
|
3,714
|
|
|||
Reclassification adjustments related to amortization
(c)
|
|
550
|
|
|
195
|
|
|
581
|
|
|||
Reclassification adjustments related to settlements, net
(c)
|
|
671
|
|
|
101
|
|
|
175
|
|
|||
Other
|
|
199
|
|
|
188
|
|
|
48
|
|
|||
|
|
1,383
|
|
|
(3,690
|
)
|
|
4,518
|
|
|||
Benefit plans: prior service credits and other, net
|
|
432
|
|
|
746
|
|
|
151
|
|
|||
Reclassification adjustments related to amortization
(c)
|
|
(160
|
)
|
|
(73
|
)
|
|
(58
|
)
|
|||
Reclassification adjustments related to curtailments, net
(c)
|
|
(32
|
)
|
|
8
|
|
|
1
|
|
|||
Other
|
|
(3
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||
|
|
237
|
|
|
672
|
|
|
86
|
|
|||
Other comprehensive income/(loss), before tax
|
|
(1,705
|
)
|
|
(4,988
|
)
|
|
4,521
|
|
|||
Tax provision/(benefit) on other comprehensive income/(loss)
(d)
|
|
528
|
|
|
(946
|
)
|
|
1,928
|
|
|||
Other comprehensive income/(loss) before allocation to noncontrolling interests
|
|
$
|
(2,232
|
)
|
|
$
|
(4,042
|
)
|
|
$
|
2,593
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||
Comprehensive income before allocation to noncontrolling interests
|
|
$
|
4,754
|
|
|
$
|
5,126
|
|
|
$
|
24,665
|
|
Less: Comprehensive income/(loss) attributable to noncontrolling interests
|
|
(1
|
)
|
|
36
|
|
|
7
|
|
|||
Comprehensive income attributable to Pfizer Inc.
|
|
$
|
4,755
|
|
|
$
|
5,090
|
|
|
$
|
24,658
|
|
(a)
|
Reclassified into
Gain on disposal of discontinued operations—net of tax
in the consolidated statements of income.
|
(b)
|
Reclassified into
Other (income)/deductions—net
in the consolidated statements of income.
|
(c)
|
Generally reclassified, as part of net periodic pension cost, into
Cost of sales, Selling, informational and administrative expenses,
and/or
Research and development expenses
, as appropriate, in the consolidated statements of income. For additional information, see
Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans
.
|
(d)
|
See
Note 5E. Tax Matters: Tax Provision/(Benefit) on Other Comprehensive Income/(Loss).
|
2015 Financial Report
|
|
67
|
|
|
|
As of December 31,
|
||||||
(MILLIONS, EXCEPT PREFERRED STOCK ISSUED AND PER COMMON SHARE DATA)
|
|
2015
|
|
|
2014
|
|
||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,641
|
|
|
$
|
3,343
|
|
Short-term investments
|
|
19,649
|
|
|
32,779
|
|
||
Trade accounts receivable, less allowance for doubtful accounts: 2015—$384; 2014—$412
|
|
8,176
|
|
|
8,401
|
|
||
Inventories
|
|
7,513
|
|
|
5,663
|
|
||
Current tax assets
|
|
2,662
|
|
|
2,566
|
|
||
Other current assets
|
|
2,163
|
|
|
2,843
|
|
||
Total current assets
|
|
43,804
|
|
|
55,595
|
|
||
Long-term investments
|
|
15,999
|
|
|
17,518
|
|
||
Property, plant and equipment, less accumulated depreciation
|
|
13,766
|
|
|
11,762
|
|
||
Identifiable intangible assets, less accumulated amortization
|
|
40,356
|
|
|
35,166
|
|
||
Goodwill
|
|
48,242
|
|
|
42,069
|
|
||
Noncurrent deferred tax assets and other noncurrent tax assets
|
|
1,794
|
|
|
1,944
|
|
||
Other noncurrent assets
|
|
3,499
|
|
|
3,513
|
|
||
Total assets
|
|
$
|
167,460
|
|
|
$
|
167,566
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
|
||
Short-term borrowings, including current portion of long-term debt: 2015—$3,720; 2014—$3,011
|
|
$
|
10,160
|
|
|
$
|
5,141
|
|
Trade accounts payable
|
|
3,620
|
|
|
3,210
|
|
||
Dividends payable
|
|
1,852
|
|
|
1,711
|
|
||
Income taxes payable
|
|
418
|
|
|
531
|
|
||
Accrued compensation and related items
|
|
2,359
|
|
|
1,841
|
|
||
Other current liabilities
|
|
10,990
|
|
|
9,153
|
|
||
Total current liabilities
|
|
29,399
|
|
|
21,587
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
28,818
|
|
|
31,541
|
|
||
Pension benefit obligations, net
|
|
6,310
|
|
|
7,885
|
|
||
Postretirement benefit obligations, net
|
|
1,809
|
|
|
2,379
|
|
||
Noncurrent deferred tax liabilities
|
|
26,877
|
|
|
23,317
|
|
||
Other taxes payable
|
|
3,992
|
|
|
4,353
|
|
||
Other noncurrent liabilities
|
|
5,257
|
|
|
4,883
|
|
||
Total liabilities
|
|
102,463
|
|
|
95,944
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Preferred stock, no par value, at stated value; 27 shares authorized; issued: 2015—649; 2014—717
|
|
26
|
|
|
29
|
|
||
Common stock, $0.05 par value; 12,000 shares authorized; issued: 2015—9,178; 2014—9,110
|
|
459
|
|
|
455
|
|
||
Additional paid-in capital
|
|
81,016
|
|
|
78,977
|
|
||
Treasury stock, shares at cost: 2015—3,003; 2014—2,819
|
|
(79,252
|
)
|
|
(73,021
|
)
|
||
Retained earnings
|
|
71,993
|
|
|
72,176
|
|
||
Accumulated other comprehensive loss
|
|
(9,522
|
)
|
|
(7,316
|
)
|
||
Total Pfizer Inc. shareholders’ equity
|
|
64,720
|
|
|
71,301
|
|
||
Equity attributable to noncontrolling interests
|
|
278
|
|
|
321
|
|
||
Total equity
|
|
64,998
|
|
|
71,622
|
|
||
Total liabilities and equity
|
|
$
|
167,460
|
|
|
$
|
167,566
|
|
68
|
|
2015 Financial Report
|
|
|
|
|
|
PFIZER INC. SHAREHOLDERS
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
|
Common Stock
|
|
|
|
Treasury Stock
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
(MILLIONS, EXCEPT PREFERRED SHARES)
|
|
Shares
|
|
|
Stated Value
|
|
|
Shares
|
|
|
Par Value
|
|
|
Add’l
Paid-In
Capital
|
|
|
Shares
|
|
|
Cost
|
|
|
Retained Earnings
|
|
|
Accum.
Other
Comp. Loss
|
|
|
Share -
holders’
Equity
|
|
|
Non-controlling Interests
|
|
|
Total
Equity
|
|
|||||||||
Balance, January 1, 2013
|
|
967
|
|
|
$
|
39
|
|
|
8,956
|
|
|
$
|
448
|
|
|
$
|
72,608
|
|
|
(1,680
|
)
|
|
$
|
(40,122
|
)
|
|
$
|
54,240
|
|
|
$
|
(5,953
|
)
|
|
$
|
81,260
|
|
|
$
|
418
|
|
|
$
|
81,678
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,003
|
|
|
|
|
22,003
|
|
|
69
|
|
|
22,072
|
|
|||||||||||||||||
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,655
|
|
|
2,655
|
|
|
(62
|
)
|
|
2,593
|
|
|||||||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,509
|
)
|
|
|
|
(6,509
|
)
|
|
|
|
(6,509
|
)
|
||||||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||||||||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(121
|
)
|
|
(121
|
)
|
|||||||||||||||||||
Share-based payment transactions
|
|
|
|
|
|
95
|
|
|
5
|
|
|
2,390
|
|
|
(4
|
)
|
|
(99
|
)
|
|
|
|
|
|
2,296
|
|
|
|
|
2,296
|
|
||||||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(563
|
)
|
|
(16,290
|
)
|
|
|
|
|
|
(16,290
|
)
|
|
|
|
(16,290
|
)
|
|||||||||||||||||
Preferred stock conversions and redemptions
|
|
(138
|
)
|
|
(6
|
)
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
(11
|
)
|
||||||||||||||
Sale of 19.8% of subsidiary through an IPO
(a)
|
|
|
|
|
|
|
|
|
|
2,297
|
|
|
|
|
|
|
|
|
27
|
|
|
2,324
|
|
|
155
|
|
|
2,479
|
|
||||||||||||||||
Acquisition of common stock in exchange offer
(a)
|
|
|
|
|
|
|
|
|
|
|
|
(405
|
)
|
|
(11,408
|
)
|
|
|
|
|
|
(11,408
|
)
|
|
|
|
(11,408
|
)
|
|||||||||||||||||
Deconsolidation of subsidiary sold
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(145
|
)
|
|
(145
|
)
|
|||||||||||||||||||
Other
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
||||||||||||
Balance, December 31, 2013
|
|
829
|
|
|
33
|
|
|
9,051
|
|
|
453
|
|
|
77,283
|
|
|
(2,652
|
)
|
|
(67,923
|
)
|
|
69,732
|
|
|
(3,271
|
)
|
|
76,307
|
|
|
313
|
|
|
76,620
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,135
|
|
|
|
|
9,135
|
|
|
32
|
|
|
9,168
|
|
|||||||||||||||||
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,045
|
)
|
|
(4,045
|
)
|
|
3
|
|
|
(4,042
|
)
|
|||||||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,690
|
)
|
|
|
|
(6,690
|
)
|
|
|
|
(6,690
|
)
|
||||||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||||||||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||||||||||||||||
Share-based payment transactions
|
|
|
|
|
|
59
|
|
|
3
|
|
|
1,693
|
|
|
(2
|
)
|
|
(100
|
)
|
|
|
|
|
|
1,597
|
|
|
|
|
1,597
|
|
||||||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(165
|
)
|
|
(5,000
|
)
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
(5,000
|
)
|
|||||||||||||||||
Preferred stock conversions and redemptions
|
|
(112
|
)
|
|
(4
|
)
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
(8
|
)
|
||||||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(22
|
)
|
|
(17
|
)
|
|||||||||
Balance, December 31, 2014
|
|
717
|
|
|
29
|
|
|
9,110
|
|
|
455
|
|
|
78,977
|
|
|
(2,819
|
)
|
|
(73,021
|
)
|
|
72,176
|
|
|
(7,316
|
)
|
|
71,301
|
|
|
321
|
|
|
71,622
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,960
|
|
|
|
|
6,960
|
|
|
26
|
|
|
6,986
|
|
|||||||||||||||||
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,206
|
)
|
|
(2,206
|
)
|
|
(26
|
)
|
|
(2,232
|
)
|
|||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,141
|
)
|
|
|
|
|
(7,141
|
)
|
|
|
|
|
(7,141
|
)
|
|||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||||
Share-based payment transactions
|
|
|
|
|
|
|
|
67
|
|
|
3
|
|
|
2,015
|
|
|
(1
|
)
|
|
(72
|
)
|
|
|
|
|
|
|
|
1,946
|
|
|
|
|
|
1,946
|
|
|||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(182
|
)
|
|
(6,160
|
)
|
|
|
|
|
|
|
|
(6,160
|
)
|
|
|
|
|
(6,160
|
)
|
|||||||||
Preferred stock conversions and redemptions
|
|
(68
|
)
|
|
(3
|
)
|
|
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
(5
|
)
|
|||||||||
Other
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
27
|
|
|
(27
|
)
|
|
—
|
|
|||||||||
Balance, December 31, 2015
|
|
649
|
|
|
$
|
26
|
|
|
9,178
|
|
|
$
|
459
|
|
|
$
|
81,016
|
|
|
(3,003
|
)
|
|
$
|
(79,252
|
)
|
|
$
|
71,993
|
|
|
$
|
(9,522
|
)
|
|
$
|
64,720
|
|
|
$
|
278
|
|
|
$
|
64,998
|
|
(a)
|
Relates to Zoetis (our former Animal Health subsidiary). See
Note 2D.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Divestitures
.
|
2015 Financial Report
|
|
69
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income before allocation to noncontrolling interests
|
|
$
|
6,986
|
|
|
$
|
9,168
|
|
|
$
|
22,072
|
|
Adjustments to reconcile net income before allocation to noncontrolling interests to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
5,157
|
|
|
5,537
|
|
|
6,410
|
|
|||
Asset write-offs and impairments
|
|
1,119
|
|
|
531
|
|
|
1,145
|
|
|||
Foreign currency loss related to Venezuela
|
|
806
|
|
|
—
|
|
|
—
|
|
|||
Gain/(loss) on disposal of discontinued operations
|
|
6
|
|
|
(51
|
)
|
|
(10,446
|
)
|
|||
Gain associated with the transfer of certain product rights to an equity-method investment
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|||
Deferred taxes from continuing operations
|
|
(20
|
)
|
|
320
|
|
|
1,726
|
|
|||
Deferred taxes from discontinued operations
|
|
2
|
|
|
(3
|
)
|
|
(23
|
)
|
|||
Share-based compensation expense
|
|
669
|
|
|
586
|
|
|
523
|
|
|||
Benefit plan contributions (in excess of)/less than expense
|
|
(617
|
)
|
|
(199
|
)
|
|
296
|
|
|||
Other adjustments, net
|
|
(160
|
)
|
|
(430
|
)
|
|
(182
|
)
|
|||
Other changes in assets and liabilities, net of acquisitions and divestitures:
|
|
|
|
|
|
|
||||||
Trade accounts receivable
|
|
21
|
|
|
148
|
|
|
940
|
|
|||
Inventories
|
|
(199
|
)
|
|
175
|
|
|
(538
|
)
|
|||
Other assets
|
|
249
|
|
|
1,156
|
|
|
(822
|
)
|
|||
Trade accounts payable
|
|
254
|
|
|
297
|
|
|
382
|
|
|||
Other liabilities
|
|
474
|
|
|
(845
|
)
|
|
(3,117
|
)
|
|||
Other tax accounts, net
|
|
(235
|
)
|
|
492
|
|
|
(223
|
)
|
|||
Net cash provided by operating activities
|
|
14,512
|
|
|
16,883
|
|
|
17,684
|
|
|||
|
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(1,397
|
)
|
|
(1,199
|
)
|
|
(1,206
|
)
|
|||
Purchases of short-term investments
|
|
(28,581
|
)
|
|
(50,954
|
)
|
|
(42,761
|
)
|
|||
Proceeds from redemptions/sales of short-term investments
|
|
40,064
|
|
|
47,374
|
|
|
41,127
|
|
|||
Net (purchases of)/proceeds from redemptions/sales of short-term investments with original maturities of
three months or less
|
|
5,768
|
|
|
3,930
|
|
|
(4,277
|
)
|
|||
Purchases of long-term investments
|
|
(9,542
|
)
|
|
(10,718
|
)
|
|
(11,020
|
)
|
|||
Proceeds from redemptions/sales of long-term investments
|
|
6,929
|
|
|
6,145
|
|
|
7,555
|
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(16,466
|
)
|
|
(195
|
)
|
|
(15
|
)
|
|||
Acquisitions of intangible assets
|
|
(99
|
)
|
|
(384
|
)
|
|
(259
|
)
|
|||
Other investing activities, net
|
|
344
|
|
|
347
|
|
|
312
|
|
|||
Net cash used in investing activities
|
|
(2,980
|
)
|
|
(5,654
|
)
|
|
(10,544
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
||||
Proceeds from short-term borrowings
|
|
5,557
|
|
|
13
|
|
|
4,323
|
|
|||
Principal payments on short-term borrowings
|
|
(3,965
|
)
|
|
(10
|
)
|
|
(4,234
|
)
|
|||
Net proceeds from/(payments on) short-term borrowings with original maturities of three months or less
|
|
2,717
|
|
|
(1,841
|
)
|
|
3,475
|
|
|||
Proceeds from issuance of long-term debt
(a)
|
|
—
|
|
|
4,491
|
|
|
6,618
|
|
|||
Principal payments on long-term debt
|
|
(3,003
|
)
|
|
(2,104
|
)
|
|
(4,146
|
)
|
|||
Purchases of common stock
|
|
(6,160
|
)
|
|
(5,000
|
)
|
|
(16,290
|
)
|
|||
Cash dividends paid
|
|
(6,940
|
)
|
|
(6,609
|
)
|
|
(6,580
|
)
|
|||
Proceeds from exercise of stock options
|
|
1,263
|
|
|
1,002
|
|
|
1,750
|
|
|||
Other financing activities, net
|
|
298
|
|
|
72
|
|
|
109
|
|
|||
Net cash used in financing activities
|
|
(10,233
|
)
|
|
(9,986
|
)
|
|
(14,975
|
)
|
|||
Effect of exchange-rate changes on cash and cash equivalents
|
|
(1,000
|
)
|
|
(83
|
)
|
|
(63
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
|
298
|
|
|
1,160
|
|
|
(7,898
|
)
|
|||
Cash and cash equivalents, beginning
|
|
3,343
|
|
|
2,183
|
|
|
10,081
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, end
|
|
$
|
3,641
|
|
|
$
|
3,343
|
|
|
$
|
2,183
|
|
|
|
|
|
|
|
|
||||||
- Continued -
|
||||||||||||
|
|
|
70
|
|
2015 Financial Report
|
|
|
|
|
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Exchange of Hospira subsidiary debt for Pfizer debt
(b)
|
|
$
|
1,669
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sale of subsidiary common stock (Zoetis) for Pfizer common stock
(c)
|
|
—
|
|
|
—
|
|
|
11,408
|
|
|||
Exchange of subsidiary common stock (Zoetis) for the retirement of Pfizer commercial paper issued in 2013
(c)
|
|
—
|
|
|
—
|
|
|
2,479
|
|
|||
Exchange of subsidiary senior notes (Zoetis) for the retirement of Pfizer commercial paper issued in 2012
(c)
|
|
—
|
|
|
—
|
|
|
992
|
|
|||
Transfer of certain product rights to an equity-method investment (Hisun Pfizer)
(d)
|
|
—
|
|
|
—
|
|
|
1,233
|
|
|||
Contribution of an investment in connection with the resolution of a legal matter (Quigley)
|
|
—
|
|
|
—
|
|
|
447
|
|
|||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
||||
Income taxes
|
|
$
|
2,383
|
|
|
$
|
2,100
|
|
|
$
|
2,874
|
|
Interest
|
|
1,302
|
|
|
1,550
|
|
|
1,729
|
|
(a)
|
In 2013, includes
$2.6 billion
from the issuance of senior notes by Zoetis (our former Animal Health subsidiary), which is net of the
$1.0 billion
non-cash exchange of Zoetis senior notes for the retirement of Pfizer commercial paper issued in 2012. See
Note 2D.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Divestitures
.
|
(c)
|
See
Note 2D.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Divestitures
.
|
(d)
|
See
Note 2E.
Acquisitions, Licensing Agreements, Collaborative Arrangements, Divestitures, Equity-Method Investments and Cost-Method Investment
: Equity-Method Investments
.
|
2015 Financial Report
|
|
71
|
|
|
|
72
|
|
2015 Financial Report
|
|
|
|
•
|
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).
|
2015 Financial Report
|
|
73
|
|
|
|
•
|
In the U.S., we record provisions for pharmaceutical Medicare, Medicaid, and performance-based contract rebates based upon our experience ratio of rebates paid and actual prescriptions written during prior quarters. We apply the experience ratio to the respective period’s sales to determine the rebate accrual and related expense. This experience ratio is evaluated regularly to ensure that the historical trends are as current as practicable. We estimate discounts on branded prescription drug sales to Medicare Part D participants in the Medicare “coverage gap,” also known as the “doughnut hole,” based on the historical experience of beneficiary prescriptions and consideration of the utilization that is expected to result from the discount in the coverage gap. We evaluate this estimate regularly to ensure that the historical trends and future expectations are as current as practicable. For performance-based contract rebates, we also consider current contract terms, such as changes in formulary status and rebate rates.
|
•
|
Outside the U.S., the majority of our pharmaceutical sales allowances are contractual or legislatively mandated and our estimates are based on actual invoiced sales within each period, which reduces the risk of variations in the estimation process. In certain European countries, rebates are calculated on the government’s total unbudgeted pharmaceutical spending or on specific product sales thresholds, and we apply an estimated allocation factor against our actual invoiced sales to project the expected level of reimbursement. We obtain third-party information that helps us to monitor the adequacy of these accruals.
|
•
|
Provisions for pharmaceutical chargebacks (primarily reimbursements to U.S. wholesalers for honoring contracted prices to third parties) closely approximate actual as we settle these deductions generally within two to five weeks of incurring the liability.
|
•
|
Provisions for pharmaceutical sales returns are based on a calculation for each market that incorporates the following, as appropriate: local returns policies and practices; historical returns as a percentage of sales; an understanding of the reasons for past returns; estimated shelf life by product; an estimate of the amount of time between shipment and return or lag time; and any other factors that could impact the estimate of future returns, such as loss of exclusivity, product recalls or a changing competitive environment. Generally, returned products are destroyed, and customers are refunded the sales price in the form of a credit.
|
•
|
We record sales incentives as a reduction of revenues at the time the related revenues are recorded or when the incentive is offered, whichever is later. We estimate the cost of our sales incentives based on our historical experience with similar incentives programs to predict customer behavior.
|
74
|
|
2015 Financial Report
|
|
|
|
•
|
Property, plant and equipment, less accumulated depreciation
—These assets are recorded at cost and are increased by the cost of any significant improvements after purchase. Property, plant and equipment assets, other than land and construction in progress, are depreciated on a straight-line basis over the estimated useful life of the individual assets. Depreciation begins when the asset is ready for its intended use. For tax purposes, accelerated depreciation methods are used as allowed by tax laws.
|
•
|
Identifiable intangible assets, less accumulated amortization
—These acquired assets are recorded at cost. Intangible assets with finite lives
are amortized on a straight-line basis over their estimated useful lives. Intangible assets with indefinite lives that are associated with marketed products are not amortized until a useful life can be determined. Intangible assets associated with IPR&D projects are not amortized until approval is obtained in a major market, typically either the U.S. or the EU, or in a series of other countries, subject to certain specified conditions and management judgment. The useful life of an amortizing asset generally is determined by identifying the period in which substantially all of the cash flows are expected to be generated.
|
•
|
Goodwill
—Goodwill represents the excess of the consideration transferred for an acquired business over the assigned values of its net assets. Goodwill is not amortized.
|
•
|
For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate.
|
•
|
For indefinite-lived intangible assets, such as Brands and IPR&D assets, when necessary, we determine the fair value of the asset and record an impairment loss, if any, for the excess of book value over fair value. In addition, in all cases of an impairment review other than for IPR&D assets, we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate.
|
•
|
For goodwill, when necessary, we determine the fair value of each reporting unit and compare that value to its book value. If the carrying amount is found to be greater, we then determine the implied fair value of goodwill by subtracting the fair value of all the identifiable net assets other than goodwill from the fair value of the reporting unit and record an impairment loss, if any, for the excess of the book value of goodwill over the implied fair value.
|
2015 Financial Report
|
|
75
|
|
|
|
•
|
Trading securities are carried at fair value, with changes in fair value reported in
Other (income)/deductions—net.
|
•
|
Available-for-sale debt and equity securities are carried at fair value, with changes in fair value reported in
Other comprehensive income/(loss)
until realized.
|
•
|
Held-to-maturity debt securities are carried at amortized cost.
|
•
|
Private equity securities are carried at equity-method or cost. For equity investments where we have significant influence over the financial and operating policies of the investee, we use the equity-method of accounting. Under the equity method, we record our share of the investee’s income and expenses in
Other (income)/deductions—net
. The excess of the cost of the investment over our share of the equity of the investee as of the acquisition date is allocated to the identifiable assets of the investee, with any remaining excess amount allocated to goodwill. Such investments are initially recorded at cost, which typically does not include amounts of contingent consideration.
|
76
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
77
|
|
|
|
(MILLIONS OF DOLLARS)
|
|
Amounts Recognized
as of Acquisition Date (Provisional)
|
|
|
Working capital, excluding inventories
(a)
|
|
$
|
274
|
|
Inventories
|
|
1,924
|
|
|
Property, plant and equipment
|
|
2,410
|
|
|
Identifiable intangible assets, excluding in-process research and development
(b)
|
|
8,270
|
|
|
In-process research and development
|
|
995
|
|
|
Other noncurrent assets
|
|
408
|
|
|
Long-term debt
|
|
(1,928
|
)
|
|
Benefit obligations
|
|
(117
|
)
|
|
Net income tax accounts
(c)
|
|
(3,394
|
)
|
|
Other noncurrent liabilities
|
|
(39
|
)
|
|
Total identifiable net assets
|
|
8,803
|
|
|
Goodwill
|
|
7,284
|
|
|
Net assets acquired/total consideration transferred
|
|
$
|
16,087
|
|
(a)
|
Includes cash and cash equivalents, short-term investments, accounts receivable, other current assets, assets held for sale, accounts payable and other current liabilities.
|
(b)
|
Comprised of finite-lived developed technology rights with a weighted-average life of approximately
17
years (
$7.7 billion
) and other finite-lived identifiable intangible assets with a weighted-average life of approximately
12
years (
$550 million
).
|
(c)
|
As of the acquisition date, included in
Current tax assets
(
$79 million
),
Noncurrent deferred tax assets and other noncurrent tax assets
(
$25 million
),
Income taxes payable
(
$5 million
),
Noncurrent deferred tax liabilities
(
$3.4 billion
) and
Other taxes payable
(
$114 million
, including accrued interest of
$5 million
).
|
•
|
Amounts for certain balances included in working capital (excluding inventories), certain investments and certain legal contingencies, pending receipt of certain information that could affect provisional amounts recorded. We do not believe any adjustments for legal contingencies will have a material impact on our consolidated financial statements.
|
•
|
Amounts for intangibles, inventory and property, plant and equipment, pending finalization of valuation efforts for acquired intangible assets as well as the completion of certain physical inventory counts and the confirmation of the physical existence and condition of certain property, plant and equipment assets.
|
•
|
Amounts for income tax assets, receivables and liabilities, pending the filing of Hospira pre-acquisition tax returns and the receipt of information including but not limited to that from taxing authorities, which may change certain estimates and assumptions used.
|
•
|
Environmental Matters
—In the ordinary course of business, Hospira incurs liabilities for environmental matters such as remediation work, asset retirement obligations and environmental guarantees and indemnifications.
|
•
|
Legal Matters
—Hospira is involved in various legal proceedings, including product liability, patent, commercial, antitrust and environmental matters and government investigations, of a nature considered normal to its business. The contingencies arising from legal matters are not significant to Pfizer’s financial statements.
|
•
|
Tax Matters
—In the ordinary course of business, Hospira incurs liabilities for income taxes
.
Income taxes are exceptions to both the recognition and fair value measurement principles associated with the accounting for business combinations. Reserves for income tax contingencies continue to be measured under the benefit recognition model as previously used by Hospira (see
Note 1O
). Net liabilities for income taxes approximated
$3.4 billion
as of the acquisition date, which includes
$112 million
for uncertain tax positions. The net tax liability includes the recording of additional adjustments of approximately
$3.3 billion
for the tax impact of fair value adjustments and approximately
$744 million
for income tax matters that we intend to resolve in a manner different from what Hospira had planned or intended. For
|
78
|
|
2015 Financial Report
|
|
|
|
•
|
the expected specific synergies and other benefits that we believe will result from combining the operations of Hospira with the operations of Pfizer;
|
•
|
any intangible assets that do not qualify for separate recognition, as well as future, as yet unidentified projects and products; and
|
•
|
the value of the going-concern element of Hospira’s existing businesses (the higher rate of return on the assembled collection of net assets versus if Pfizer had acquired all of the net assets separately).
|
(MILLIONS OF DOLLARS)
|
|
December 31,
2015
|
|
|
Revenues
|
|
$
|
1,513
|
|
Net loss attributable to Pfizer Inc. common shareholders
(a)
|
|
(575
|
)
|
(a)
|
Includes purchase accounting charges related to (i) the preliminary fair value adjustment for acquisition-date inventory estimated to have been sold (
$378 million
pre-tax); (ii) amortization expense related to the preliminary fair value of identifiable intangible assets acquired from Hospira (
$161 million
pre-tax); (iii) depreciation expense related to the preliminary fair value adjustment of fixed assets acquired from Hospira (
$34 million
pre-tax ); and (iv) amortization expense related to the fair value adjustment of long-term debt acquired from Hospira (
$13 million
income pre-tax), as well as restructuring and integration costs (
$556 million
pre-tax).
|
|
|
Unaudited Supplemental Pro Forma Consolidated Results
|
||||||
|
|
Year Ended December 31,
|
||||||
(MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)
|
|
2015
|
|
|
2014
|
|
||
Revenues
|
|
$
|
52,082
|
|
|
$
|
54,069
|
|
Net income attributable to Pfizer Inc. common shareholders
|
|
7,647
|
|
|
8,194
|
|
||
Diluted earnings per share attributable to Pfizer Inc. common shareholders
|
|
1.22
|
|
|
1.28
|
|
•
|
Elimination of Hospira’s historical intangible asset amortization expense (approximately
$33 million
in 2015 and
$77 million
in 2014).
|
•
|
Additional amortization expense (approximately
$343 million
in 2015 and
$496 million
in 2014) related to the preliminary estimate of the fair value of identifiable intangible assets acquired.
|
•
|
Additional depreciation expense (approximately
$54 million
in 2015 and
$104 million
in 2014) related to the preliminary estimate of the fair value adjustment to property, plant and equipment (PP&E) acquired.
|
•
|
Adjustment related to the preliminary estimate of the non-recurring fair value adjustment to acquisition-date inventory estimated to have been sold (the elimination of
$340 million
of charges in 2015 and the addition of
$576 million
of charges in 2014).
|
•
|
Adjustment to decrease interest expense (approximately
$18 million
in 2015 and
$42 million
in 2014) related to the fair value adjustment of Hospira debt.
|
•
|
Adjustment for non-recurring acquisition-related costs directly attributable to the acquisition (the elimination of
$877 million
of charges in 2015, and the addition of
$877 million
of charges in 2014, reflecting non-recurring charges incurred by both Hospira and Pfizer).
|
2015 Financial Report
|
|
79
|
|
|
|
80
|
|
2015 Financial Report
|
|
|
|
The following table provides the amounts and classification of payments (income/(expense)) between us and our collaboration partners:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
—Revenues
(a)
|
|
$
|
644
|
|
|
$
|
786
|
|
|
$
|
1,153
|
|
Revenue
s—Alliance revenues
(b)
|
|
1,312
|
|
|
957
|
|
|
2,628
|
|
|||
Total revenues from collaborative arrangements
|
|
1,956
|
|
|
1,743
|
|
|
3,781
|
|
|||
Cost of sales
(c)
|
|
(282
|
)
|
|
(280
|
)
|
|
(333
|
)
|
|||
Selling, informational and administrative expenses
(d)
|
|
(287
|
)
|
|
(268
|
)
|
|
(279
|
)
|
|||
Research and development expenses
(e)
|
|
(330
|
)
|
|
(1,210
|
)
|
|
(73
|
)
|
|||
Other income/(deductions)—net
(f)
|
|
482
|
|
|
518
|
|
|
103
|
|
(a)
|
Represents sales to our partners of products manufactured by us.
|
(b)
|
Substantially all relates to amounts earned from our partners under co-promotion agreements. The increase in 2015 reflects an increase in alliance revenues from Eliquis, partially offset by Spiriva (as a result of the expiration of the co-promotion collaboration in the U.S. and certain European countries during 2014). The decline in 2014 reflects declines in alliance revenues from Enbrel (as a result of the expiration of the co-promotion term of the collaboration agreement on October 31, 2013 in the U.S. and Canada) and Spiriva (as a result of the expiration of the co-promotion collaboration in the U.S. and certain European countries during 2014, combined with the expiration of the collaboration in Australia, Canada and certain other European countries during 2013).
|
(c)
|
Primarily relates to royalties earned by our partners and cost of sales associated with inventory purchased from our partners.
|
(d)
|
Represents net reimbursements to our partners for selling, informational and administrative expenses incurred.
|
(e)
|
Primarily relates to upfront payments and pre-approval milestone payments earned by our partners as well as net reimbursements. The upfront and milestone payments were as follows:
$310 million
in
2015
(primarily related to our collaboration with OPKO Health, Inc. (OPKO), see below),
$1.2 billion
in
2014
(related to our collaboration with Merck KGaA, see below), and
$67 million
in
2013
.
|
(f)
|
In 2015, 2014 and 2013, includes royalties earned on sales of Enbrel in the U.S. and Canada after October 31, 2013. On that date, the co-promotion term of the collaboration agreement for Enbrel in the U.S. and Canada expired, and we became entitled to royalties for a
36
-month period thereafter.
|
2015 Financial Report
|
|
81
|
|
|
|
•
|
Formation of Zoetis
—On January 28, 2013, our then wholly owned subsidiary, Zoetis, issued
$3.65 billion
aggregate principal amount of senior notes. Also, on January 28, 2013, we transferred to Zoetis substantially all of the assets and liabilities of our Animal Health business in exchange for all of the Class A and Class B common stock of Zoetis,
$1.0 billion
of the
$3.65 billion
of Zoetis senior notes and an amount of cash equal to substantially all of the cash proceeds received by Zoetis from the remaining
$2.65 billion
of senior notes issued. The
$1.0 billion
of Zoetis senior notes received by Pfizer were exchanged by Pfizer for the retirement of Pfizer commercial paper issued in 2012, and the cash proceeds received by Pfizer of approximately
$2.6 billion
were used for dividends and stock buybacks.
|
•
|
Initial Public Offering (
19.8%
Interest)
—On February 6, 2013, an IPO of the Class A common stock of Zoetis was completed, pursuant to which we sold
99.015 million
shares of Class A common stock of Zoetis (all of the Class A common stock, including shares sold pursuant to the underwriters’ option to purchase additional shares, which was exercised in full) in exchange for the retirement of approximately
$2.5 billion
of Pfizer commercial paper issued in 2013. The Class A common stock sold in the IPO represented approximately
19.8%
of the total outstanding Zoetis shares. The excess of the consideration received over the net book value of our divested interest was approximately
$2.3 billion
and was recorded in
Additional paid-in capital.
|
•
|
Exchange Offer (
80.2%
Interest)
—On June 24, 2013, we exchanged all of our remaining interest in Zoetis,
400.985 million
shares of Zoetis Class A common stock (after converting all of our Class B common stock into Class A common stock, representing approximately
80.2%
of the total outstanding Zoetis shares), for approximately
405.117 million
outstanding shares of Pfizer common stock on a tax-free basis pursuant to an exchange offer made to Pfizer shareholders. The
$11.4 billion
of Pfizer common stock received in the exchange transaction was recorded in
Treasury stock
and was valued using the opening price of Pfizer common stock on June 24, 2013, the date we accepted the Zoetis shares for exchange. The gain on the sale of the remaining interest in Zoetis was approximately
$10.3 billion
, net of income taxes resulting from certain legal entity reorganizations, and was recorded in
Gain on disposal of discontinued operations––net of tax
in the consolidated statement of income for the year ended December 31, 2013.
|
82
|
|
2015 Financial Report
|
|
|
|
The following table provides the components of
Discontinued operations—net of tax
:
|
||||||||||||
|
|
Year Ended December 31,
(a)
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,201
|
|
Pre-tax income from discontinued operations
(a), (b)
|
|
20
|
|
|
(9
|
)
|
|
408
|
|
|||
Provision for taxes on income
(b), (c)
|
|
2
|
|
|
(3
|
)
|
|
100
|
|
|||
Income from discontinued operations––net of tax
|
|
17
|
|
|
(6
|
)
|
|
308
|
|
|||
Pre-tax gain/(loss) on disposal of discontinued operations
(b)
|
|
(6
|
)
|
|
51
|
|
|
10,446
|
|
|||
Provision for taxes on income
(b),
(d)
|
|
—
|
|
|
(4
|
)
|
|
92
|
|
|||
Gain/(loss) on disposal of discontinued operations––net of tax
|
|
(6
|
)
|
|
55
|
|
|
10,354
|
|
|||
Discontinued operations––net of tax
|
|
$
|
11
|
|
|
$
|
48
|
|
|
$
|
10,662
|
|
(a)
|
Includes the Animal Health (Zoetis) business through June 24, 2013, the date of disposal.
|
(b)
|
Includes post-close adjustments for the periods subsequent to disposal.
|
(c)
|
Includes a deferred tax expense of
$2 million
for
2015
, a deferred tax benefit of
$3 million
for
2014
and a deferred tax benefit of
$23 million
for
2013
.
|
(d)
|
For 2013, primarily reflects income tax expense of
$122 million
resulting from certain legal entity reorganizations.
|
2015 Financial Report
|
|
83
|
|
|
|
•
|
The January 21, 2014 European Commission approval of Tivicay (dolutegravir), a product for the treatment of HIV-1 infection, developed by ViiV. This approval triggered a reduction in our equity interest in ViiV from
12.6%
to
11.7%
, effective April 1, 2014. As a result, in 2014, we recognized a loss of approximately
$30 million
in
Other (income)/deductions––net
;
|
•
|
The August 12, 2013 FDA approval of Tivicay (dolutegravir). This approval triggered a reduction in our interest in ViiV from
13.5%
to
12.6%
effective October 1, 2013. As a result, in 2013, we recognized a loss of approximately
$32 million
in
Other (income)/ deductions
––
net
; and
|
•
|
The October 31, 2012 acquisition by ViiV of the remaining
50%
of Shionogi-ViiV Healthcare LLC, its equity-method investee, from Shionogi & Co., Ltd. in consideration for a
10%
interest in ViiV (newly issued shares) and contingent consideration in the form of future royalties. As a result of this transaction, ViiV recorded a gain associated with the step-up on the
50%
interest previously held by ViiV. Also, our equity interest in ViiV was reduced from
15.0%
to
13.5%
.
|
•
|
In 2014, we recorded income of approximately
$55 million
in
Other (income)/deductions––net,
resulting from a decline in the estimated loss from the net call/put option recorded in 2013 and an impairment loss of
$56 million
in
Other (income)/deductions––net
related to our equity method investment.
|
•
|
In 2013, we recorded a loss of
$223 million
in
Other (income)/deductions
––
net
related to the net call/put option and an impairment loss of
$32 million
in
Other (income)/deductions––net
related to our equity-method investment.
|
•
|
In connection with acquisition activity, we typically incur costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and
|
•
|
In connection with our cost-reduction/productivity initiatives, we typically incur costs and charges associated with site closings and other facility rationalization actions, workforce reductions and the expansion of shared services, including the development of global systems.
|
84
|
|
2015 Financial Report
|
|
|
|
•
|
Manufacturing plant network rationalization and optimization, where execution timelines are necessarily long. Our plant network strategy is expected to result in the exit of
four
sites over the next several years. In connection with these activities, during
2014
-
2016
, we expect to incur costs of approximately
$500 million
associated with prior acquisition activity and costs of approximately
$1 billion
associated with new non-acquisition-related cost-reduction initiatives. Through December 31,
2015
, we incurred approximately
$354 million
and
$472 million
, respectively, associated with these initiatives.
|
•
|
New global commercial structure reorganization, which primarily includes the streamlining of certain functions, the realignment of regional locations and colleagues to support the businesses, as well as implementing the necessary system changes to support future reporting
|
•
|
Other new cost-reduction/productivity initiatives, primarily related to commercial property rationalization and consolidation. In connection with these cost-reduction activities, during
2014
-
2016
, we expect to incur costs of approximately
$850 million
. Through December 31,
2015
, we incurred approximately
$493 million
associated with these initiatives.
|
The following table provides the components of costs associated with acquisitions and cost-reduction/productivity initiatives:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Restructuring charges
(a)
:
|
|
|
|
|
|
|
||||||
Employee terminations
|
|
$
|
489
|
|
|
$
|
68
|
|
|
$
|
805
|
|
Asset impairments
|
|
254
|
|
|
45
|
|
|
165
|
|
|||
Exit costs
|
|
68
|
|
|
58
|
|
|
68
|
|
|||
Total restructuring charges
|
|
811
|
|
|
170
|
|
|
1,038
|
|
|||
Transaction costs
(b)
|
|
123
|
|
|
—
|
|
|
—
|
|
|||
Integration costs
(c)
|
|
219
|
|
|
80
|
|
|
144
|
|
|||
Restructuring charges and certain acquisition-related costs
|
|
1,152
|
|
|
250
|
|
|
1,182
|
|
|||
Additional depreciation––asset restructuring
recorded in our
consolidated statements of income as follows
(d)
:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
117
|
|
|
228
|
|
|
178
|
|
|||
Selling, informational and administrative expenses
|
|
—
|
|
|
1
|
|
|
19
|
|
|||
Research and development expenses
|
|
5
|
|
|
31
|
|
|
94
|
|
|||
Total additional depreciation––asset restructuring
|
|
122
|
|
|
261
|
|
|
291
|
|
|||
Implementation costs recorded in our consolidated statements of income as follows
(e)
:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
102
|
|
|
78
|
|
|
53
|
|
|||
Selling, informational and administrative expenses
|
|
82
|
|
|
140
|
|
|
145
|
|
|||
Research and development expenses
|
|
14
|
|
|
52
|
|
|
33
|
|
|||
Other (income)/deductions––net
|
|
5
|
|
|
1
|
|
|
—
|
|
|||
Total implementation costs
|
|
203
|
|
|
270
|
|
|
231
|
|
|||
Total costs associated with acquisitions and cost-reduction/productivity initiatives
|
|
$
|
1,478
|
|
|
$
|
781
|
|
|
$
|
1,704
|
|
(a)
|
In
2015
,
Employee terminations
represent the expected reduction of the workforce by approximately
3,900
employees, mainly in sales, corporate and research. Employee termination costs are generally recorded when the actions are probable and estimable and include accrued severance benefits, pension and postretirement benefits, many of which may be paid out during periods after termination.
|
•
|
Global Innovative Pharmaceutical segment
(GIP) (
$39 million
); the
Global Vaccines, Oncology and Consumer Healthcare segment
(VOC) (
$45 million
); the
Global Established Pharmaceutical segment
(GEP) (
$402 million
); Worldwide Research and Development and Medical (WRD/M) (
$80 million
); manufacturing operations (
$80 million
); and Corporate (
$164 million
).
|
2015 Financial Report
|
|
85
|
|
|
|
•
|
GIP (
$35 million
); VOC (
$28 million
); GEP (
$57 million
); WRD/M (
$37 million
); manufacturing operations (
$97 million
); and Corporate (
$65 million
), as well as
$149 million
of income related to the partial reversal of prior-period restructuring charges not directly associated with the new individual segments, and primarily reflecting a change in estimate with respect to our sales force restructuring plans.
|
•
|
Total operating segments (
$496 million
); WRD/M (
$13 million
); manufacturing operations (
$356 million
); and Corporate (
$173 million
).
|
(b)
|
Transaction costs represent external costs directly related to the acquisition of Hospira and our pending combination with Allergan and primarily include expenditures for banking, legal, accounting and other similar services.
|
(c)
|
I
ntegration costs represent external, incremental costs directly related to integrating acquired businesses, and primarily include expenditures for consulting and the integration of systems and processes.
|
(d)
|
Additional depreciation––asset restructuring represents the impact of changes in the estimated useful lives of assets involved in restructuring actions.
|
(e)
|
Implementation costs represent external, incremental costs directly related to implementing our non-acquisition-related cost-reduction/productivity initiatives.
|
(a)
|
Includes adjustments for foreign currency translation.
|
(b)
|
Included in
Other current liabilities
(
$735 million
) and
Other noncurrent liabilities
(
$431 million
).
|
(c)
|
Included in
Other current liabilities
(
$776 million
) and
Other noncurrent liabilities
(
$381 million
).
|
86
|
|
2015 Financial Report
|
|
|
|
The following table provides components of
Other (income)/deductions––net
:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Interest income
(a)
|
|
$
|
(471
|
)
|
|
$
|
(425
|
)
|
|
$
|
(403
|
)
|
Interest expense
(a)
|
|
1,199
|
|
|
1,360
|
|
|
1,414
|
|
|||
Net interest expense
|
|
728
|
|
|
935
|
|
|
1,011
|
|
|||
Foreign currency loss related to Venezuela
(b)
|
|
806
|
|
|
—
|
|
|
—
|
|
|||
Royalty-related income
(c)
|
|
(922
|
)
|
|
(1,002
|
)
|
|
(523
|
)
|
|||
Patent litigation settlement income
(d)
|
|
—
|
|
|
—
|
|
|
(1,342
|
)
|
|||
Other legal matters, net
(e)
|
|
975
|
|
|
993
|
|
|
35
|
|
|||
Gain associated with the transfer of certain product rights
(f)
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|||
Net gains on asset disposals
(g)
|
|
(232
|
)
|
|
(288
|
)
|
|
(320
|
)
|
|||
Certain asset impairments
(h)
|
|
818
|
|
|
469
|
|
|
878
|
|
|||
Business and legal entity alignment costs
(i)
|
|
282
|
|
|
168
|
|
|
—
|
|
|||
Costs associated with the Zoetis IPO
(j)
|
|
—
|
|
|
—
|
|
|
18
|
|
|||
Other, net
(k)
|
|
403
|
|
|
(265
|
)
|
|
170
|
|
|||
Other (income)/deductions––net
|
|
$
|
2,860
|
|
|
$
|
1,009
|
|
|
$
|
(532
|
)
|
(a)
|
2015
v.
2014
––Interest income
increased
primarily due to higher investment returns. Interest expense
decreased
, primarily due to the repayment of a portion of long-term debt in the first quarter of
2015
and the benefit of the effective conversion of some fixed-rate liabilities to floating-rate liabilities.
2014
v.
2013
––Interest income
increased
due to higher cash equivalents and investment balances. Interest expense
decreased
, primarily due to the benefit of the effective conversion of some fixed-rate liabilities to floating-rate liabilities. Capitalized interest expense totaled $
32 million
in
2015
, $
41 million
in
2014
and $
32 million
in
2013
.
|
(b)
|
In
2015
, represents a foreign currency loss related to recent conditions in Venezuela, that had us resolve that our Venezuelan bolivar-denominated net monetary assets that are subject to revaluation are no longer expected to be settled at the Venezuelan government CENCOEX official rate of 6.30, but rather at the SIMADI rate of 200, the lowest official rate. Those conditions included the inability to obtain significant conversions of Venezuelan bolivars related to intercompany U.S. dollar
denominated accounts, an evaluation of the effects of the implementation of a fourth-quarter 2015 operational restructuring, resulting in a
36%
reduction in our labor force in Venezuela, and our expectation of the changes in Venezuela’s responses to changes in its economy.
|
(c)
|
Royalty related income
increased
in
2014
primarily due to royalties earned on sales of Enbrel in the U.S. and Canada after October 31,
2013
. On that date, the co-promotion term of the collaboration agreement for Enbrel in the U.S. and Canada expired, and Pfizer became entitled to royalties until October 31, 2016.
|
(d)
|
In
2013
, reflects income from a litigation settlement with Teva Pharmaceutical Industries Ltd. (Teva) and Sun Pharmaceutical Industries Ltd. (Sun) for patent-infringement damages resulting from their “at-risk” launches of generic Protonix in the U.S. As of December 31, 2014, all amounts due had been collected.
|
(e)
|
In
2015
, primarily includes
$784.6 million
related to an agreement in principle reached in February 2016 to resolve claims alleging that Wyeth's practices relating to the calculation of Medicaid rebates for its drug Protonix (pantoprazole sodium) between 2001 and 2006, several years before Pfizer acquired Wyeth in 2009, violated the Federal Civil False Claims Act and other laws (for additional information, see
Note 17A4
). In
2014
, primarily includes approximately
$610 million
for Neurontin-related matters (including off-label promotion actions and antitrust actions),
$400 million
to resolve a securities class action against Pfizer in New York federal court (for additional information, see
Note 17A5
), and approximately
$56 million
for an Effexor-related matter, partially offset by
$130 million
of income from the reversal of
two
legal accruals where a loss is no longer deemed probable.
|
(f)
|
In
2013
, represents the gain associated with the transfer of certain product rights to Hisun Pfizer. For additional information, see
Note 2E.
|
(g)
|
In
2015
, primarily includes (i) gross realized gains on sales of available-for-sale equity securities of
$164 million
; (ii) gross realized losses on sales of available-for-sale debt securities of
$960 million
; (iii) net gain of
$937 million
from derivative financial instruments used to hedge the foreign exchange component of the divested available-for-sale debt securities; (iv) gains on sales/out-licensing of product and compound rights of approximately
$90 million
; and (v) gains on sales of investments in private equity securities of approximately
$3 million
. Proceeds from the sale of available-for-sale securities were
$4.3 billion
in
2015
.
|
(h)
|
In
2015
, primarily includes an impairment loss of
$463 million
related to Pfizer’s
49%
-owned equity-method investment with Zhejiang Hisun Pharmaceuticals Co., Ltd. (Hisun) in China, Hisun Pfizer (for additional information concerning Hisun Pfizer, see
Note 2E
) and intangible asset impairment charges of
$323 million
, reflecting (i)
$132 million
related to indefinite-lived brands; (ii)
$120 million
related to developed technology rights for the treatment of attention deficit hyperactivity disorder; and (iii)
$71 million
related to IPR&D compounds. The intangible asset impairment charges for
2015
are associated with the following: GEP (
$294 million
), WRD (
$13 million
); and Consumer Healthcare (
$17 million
).
|
2015 Financial Report
|
|
87
|
|
|
|
(i)
|
Represents expenses for changes to our infrastructure to align our operations, as well as reporting for our business segments established in 2014.
|
(j)
|
Represents costs incurred in connection with the IPO of an approximate
19.8%
ownership interest in Zoetis. Includes expenditures for banking, legal, accounting and similar services. For additional information, see
Note 2D.
|
(k)
|
In 2015, includes, among other things, (i) charges of
$194 million
related to the write-down of assets to net realizable value; (ii) charges of
$159 million
, reflecting the change in the fair value of contingent consideration liabilities; and (iii) income of
$45 million
associated with equity-method investees. In
2014
, includes, among other things, (i) gains of approximately
$40 million
, reflecting the change in the fair value of contingent consideration liabilities associated with prior acquisitions; (ii) income associated with equity-method investees of
$86 million
; (iii) income of
$55 million
resulting from a decline in the estimated loss on an option to acquire the remaining interest in Teuto; and (iv) a loss of
$30 million
due to a change in our ownership interest in ViiV. In
2013
, includes, among other things, (i) a gain of approximately
$114 million
, reflecting the change in the fair value of the contingent consideration liabilities associated with a prior acquisition; (ii) an estimated loss of
$223 million
related to an option to acquire the remaining interest in Teuto; and (iii) a loss of
$32 million
due to a change in our ownership interest in ViiV. For additional information concerning Teuto and ViiV, see
Note 2E.
|
(a)
|
The fair value amount is presented as of the date of impairment, as these assets are not measured at fair value on a recurring basis. See also
Note 1E.
|
(b)
|
Reflects intangible assets written down to fair value in
2015
. Fair value was determined using the income approach, specifically the multi-period excess earnings method, also known as the discounted cash flow method. We started with a forecast of all the expected net cash flows associated with the asset and then applied an asset-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the product and the impact of technological risk associated with IPR&D assets; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.
|
The following table provides the components of
Income from continuing operations before provision for taxes on income
:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
United States
|
|
$
|
(6,809
|
)
|
|
$
|
(4,744
|
)
|
|
$
|
(1,678
|
)
|
International
|
|
15,773
|
|
|
16,984
|
|
|
17,394
|
|
|||
Income from continuing operations before provision for taxes on income
(
a), (b)
|
|
$
|
8,965
|
|
|
$
|
12,240
|
|
|
$
|
15,716
|
|
(a)
|
2015
v.
2014
––
The increase in the domestic loss was primarily due to the loss of exclusivity for Celebrex and Zyvox, higher restructuring charges and higher selling, informational and administrative expenses, partially offset by the performance of certain products including Prevnar 13 and Ibrance, and the impact of Hospira operations. The decrease in international income is primarily due to a foreign currency loss related to Venezuela, higher asset impairments, and the loss of exclusivity for Lyrica in certain developed markets, partially offset by lower research and development costs.
|
(b)
|
2014
v.
2013
––
The increase in the domestic loss was primarily due to lower revenues, the non-recurrence of income from a litigation settlement in 2013 with Teva and Sun for patent-infringement damages resulting from their “at-risk” launches of generic Protonix in the U.S., higher charges related to other legal matters, a non-tax deductible charge in the third quarter of 2014 to account for an additional year of the Branded Prescription Drug Fee in accordance with final regulations issued by the U.S. Internal Revenue Service (IRS), higher research and development expenses, and higher charges for business and legal entity alignment costs, partially offset by lower amortization of intangible assets, lower restructuring charges and other costs associated with acquisitions and cost-reduction/productivity initiatives, and lower asset impairments. The decrease in international income is primarily related to lower revenues, the non-recurrence of the gain associated with the transfer of certain product rights to Pfizer’s equity-method investment in China (Hisun Pfizer) in 2013, and higher research and development expenses, partially offset by lower amortization of intangible assets, lower restructuring charges and other costs associated with acquisitions and cost-reduction/productivity initiatives and the non-recurrence of certain charges.
|
88
|
|
2015 Financial Report
|
|
|
|
The following table provides the components of
Provision for taxes on income
based on the location of the taxing authorities:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
United States
|
|
|
|
|
|
|
||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
67
|
|
|
$
|
393
|
|
|
$
|
142
|
|
State and local
|
|
(8
|
)
|
|
85
|
|
|
(106
|
)
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
300
|
|
|
725
|
|
|
2,124
|
|
|||
State and local
|
|
(36
|
)
|
|
(256
|
)
|
|
(33
|
)
|
|||
Total U.S. tax provision
|
|
323
|
|
|
948
|
|
|
2,127
|
|
|||
International
|
|
|
|
|
|
|
||||||
Current income taxes
|
|
1,951
|
|
|
2,321
|
|
|
2,544
|
|
|||
Deferred income taxes
|
|
(284
|
)
|
|
(149
|
)
|
|
(365
|
)
|
|||
Total international tax provision
|
|
1,667
|
|
|
2,172
|
|
|
2,179
|
|
|||
Provision for taxes on income
|
|
$
|
1,990
|
|
|
$
|
3,120
|
|
|
$
|
4,306
|
|
•
|
U.S. tax expense of approximately
$2.1 billion
as a result of providing U.S. deferred income taxes on certain funds earned outside the U.S. that will not be indefinitely reinvested overseas, virtually all of which were earned in the current year (see
Note 5C
);
|
•
|
Tax benefits of approximately
$360 million
, representing tax and interest, resulting from the resolution of certain tax positions pertaining to prior years, primarily with various foreign tax authorities, and from the expiration of certain statutes of limitations;
|
•
|
The permanent extension of the U.S. R&D tax credit, which was signed into law in December 2015, as well as tax benefits associated with certain tax initiatives;
|
•
|
The non-deductibility of a foreign currency loss related to Venezuela;
|
•
|
The non-deductibility of a charge for the agreement in principle to resolve claims relating to Protonix; and
|
•
|
The non-deductibility of a
$251 million
fee payable to the federal government as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (U.S. Healthcare Legislation).
|
•
|
U.S. tax expense of approximately
$2.2 billion
as a result of providing U.S. deferred income taxes on certain funds earned outside the U.S. that will not be indefinitely reinvested overseas, virtually all of which were earned in 2014 (see
Note 5C
);
|
•
|
Tax benefits of approximately
$350 million
, representing tax and interest, resulting from the resolution of certain tax positions pertaining to prior years, primarily with various foreign tax authorities, and from the expiration of certain statutes of limitations;
|
•
|
The favorable impact of the decline in the non-tax deductible loss recorded in 2013 related to an option to acquire the remaining interest in Teuto, since we expect to retain the investment indefinitely;
|
•
|
The extension of the U.S. R&D tax credit, which was signed into law in December 2014; and
|
•
|
The non-deductibility of a
$362 million
fee payable to the federal government as a result of the U.S. Healthcare Legislation.
|
•
|
U.S. tax expense of approximately
$2.3 billion
as a result of providing U.S. deferred income taxes on certain funds earned outside the U.S. that will not be indefinitely reinvested overseas, virtually all of which were earned in 2013 (see
Note 5C
);
|
•
|
U.S. tax benefits of approximately
$430 million
, representing tax and interest, resulting from a multi-year settlement with the IRS with respect to audits of the Wyeth tax returns for the years 2006 through date of acquisition, and international tax benefits of approximately
$470 million
, representing tax and interest, resulting from the resolution of certain tax positions pertaining to prior years with various foreign tax authorities, and from the expiration of certain statutes of limitations;
|
•
|
The unfavorable tax rate associated with the
$1.3 billion
of patent litigation settlement income;
|
•
|
The non-deductibility of the
$292 million
of goodwill derecognized and the jurisdictional mix of the other intangible assets divested as part of the transfer of certain product rights to Hisun Pfizer;
|
•
|
The non-deductibility of the
$223 million
loss on an option to acquire the remaining interest in Teuto, since we expect to retain the investment indefinitely, and the non-deductibility of a
$32 million
impairment charge related to our equity-method investment in Teuto;
|
•
|
The extension of the U.S. R&D tax credit (resulting in the full-year benefit of the 2012 and 2013 U.S. R&D tax credit being recorded in 2013); and
|
•
|
The non-deductibility of a
$280 million
fee payable to the federal government as a result of the U.S. Healthcare Legislation.
|
2015 Financial Report
|
|
89
|
|
|
|
The reconciliation of the U.S. statutory income tax rate to our effective tax rate for
Income from continuing operations
follows:
|
|||||||||
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
U.S. statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Taxation of non-U.S. operations
(a), (b), (c)
|
|
(9.6
|
)
|
|
(7.4
|
)
|
|
(2.5
|
)
|
Tax settlements and resolution of certain tax positions
(d)
|
|
(4.0
|
)
|
|
(2.9
|
)
|
|
(5.7
|
)
|
U.S. Healthcare Legislation
(d)
|
|
0.9
|
|
|
1.0
|
|
|
0.6
|
|
U.S. R&D tax credit and manufacturing deduction
(d)
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
Certain legal settlements and charges
(d)
|
|
3.1
|
|
|
—
|
|
|
(0.2
|
)
|
All other, net
(e)
|
|
(2.1
|
)
|
|
0.5
|
|
|
1.0
|
|
Effective tax rate for income from continuing operations
|
|
22.2
|
%
|
|
25.5
|
%
|
|
27.4
|
%
|
(a)
|
For taxation of non-U.S. operations, this rate impact reflects the income tax rates and relative earnings in the locations where we do business outside the U.S., together with the cost of repatriation decisions, as well as changes in uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions”. Specifically: (i) the jurisdictional location of earnings is a significant component of our effective tax rate each year as tax rates outside the U.S. are generally lower than the U.S. statutory income tax rate, and the rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of such earnings as compared to our total earnings; (ii) the cost of repatriation decisions, and other U.S. tax implications of our foreign operations, is a significant component of our effective tax rate each year and generally offsets some of the reduction to our effective tax rate each year resulting from the jurisdictional location of earnings; and (iii) the impact of changes in uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions” is a component of our effective tax rate each year that can result in either an increase or decrease to our effective tax rate. The jurisdictional mix of earnings, which includes the impact of the location of earnings as well as repatriation costs, can vary as a result of the repatriation decisions, as a result of operating fluctuations in the normal course of business and as a result of the extent and location of other income and expense items, such as restructuring charges, asset impairments and gains and losses on strategic business decisions. See also
Note 5A
for the components of pre-tax income and
Provision for taxes on income,
which is based on the location of the taxing authorities, and for information about settlements and other items impacting
Provision for taxes on income
.
|
(b)
|
In all periods presented, the reduction in our effective tax rate resulting from the jurisdictional location of earnings is largely due to generally lower tax rates, as well as manufacturing and other incentives associated with our subsidiaries in Puerto Rico, Singapore, Costa Rica, and the Dominican Republic. We benefit from a Puerto Rican incentive grant that expires in 2029. Under the grant, we are partially exempt from income, property and municipal taxes. In Singapore, we benefit from incentive tax rates effective through 2031 on income from manufacturing and other operations. Hospira’s infusion technologies business benefits from income tax exemptions in Costa Rica and the Dominican Republic through 2028 and 2019, respectively.
|
(c)
|
The rate impact in 2015 also includes the non-deductibility of a foreign currency loss related to Venezuela. The favorable rate impact in 2014 also includes the decline in the non-tax deductible loss recorded in 2013 related to an option to acquire the remaining interest in Teuto, since we expect to retain the investment indefinitely. The rate impact in 2013 also includes the non-deductibility of the goodwill derecognized and the jurisdictional mix of the other intangible assets divested as part of the transfer of certain product rights to Hisun Pfizer, and the non-deductibility of the loss on an option to acquire the remaining interest in Teuto, since we expect to retain the investment indefinitely, and the non-deductibility of an impairment charge related to our equity-method investment in Teuto. For additional information, see
Note 2E.
|
(d)
|
For a discussion about tax settlements and resolution of certain tax positions, the impact of U.S. Healthcare Legislation, the U.S. R&D tax credit and the impact of certain legal settlements and charges, see
Note 5A.
The extension of the U.S. R&D tax credit in January 2013 resulted in the full-year benefit of the 2012 and 2013 U.S. R&D tax credit being recorded in 2013.
|
(e)
|
All other, net in 2015 primarily relates to tax benefits associated with certain tax initiatives in the normal course of business.
|
90
|
|
2015 Financial Report
|
|
|
|
(a)
|
The amounts in 2015 and 2014 are reduced for unrecognized tax benefits of
$2.9 billion
and
$2.6 billion
, respectively, where we have net operating loss carryforwards, similar tax losses, and/or tax credit carryforwards that are available, under the tax law of the applicable jurisdiction, to settle any additional income taxes that would result from the disallowance of a tax position.
|
(b)
|
The increase in 2015 reflects additional accruals for certain funds earned outside the U.S. that will not be indefinitely reinvested overseas, virtually all of which were earned in the current year. For additional information, see
Note 5A.
|
(c)
|
In 2015,
Noncurrent deferred tax assets and other noncurrent tax assets
(
$732 million
),and
Noncurrent deferred tax liabilities
(
$26.8 billion
). In
2014
,
Noncurrent deferred tax assets and other noncurrent tax assets
(
$915 million
), and
Noncurrent deferred tax liabilities
(
$23.3 billion
).
|
2015 Financial Report
|
|
91
|
|
|
|
•
|
Tax assets associated with uncertain tax positions primarily represent our estimate of the potential tax benefits in
one
tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction. These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process and from foreign tax credits that would be generated upon settlement of an uncertain tax position. The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction. As of
December 31, 2015
and
2014
, we had approximately
$1.1 billion
and
$1.5 billion
, respectively, in assets associated with uncertain tax positions. In 2015, these amounts were included in
Noncurrent deferred tax assets and other noncurrent tax assets
(
$963 million
) and
Noncurrent deferred tax liabilities (
$179 million
). In 2014, these amounts were included in
Noncurrent deferred tax assets and other noncurrent tax assets
(
$966 million
) and
Noncurrent deferred tax liabilities (
$527 million
).
|
•
|
Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in our financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. These unrecognized tax benefits relate primarily to issues common among multinational corporations. Substantially all of these unrecognized tax benefits, if recognized, would impact our effective income tax rate.
|
(a)
|
Primarily related to the acquisition of Hospira. See also note 2A.
|
(b)
|
Primarily related to the disposition of our Animal Health (Zoetis) business. See also
Note 2D.
|
(c)
|
Primarily included in
Provision for taxes on income.
|
(d)
|
Primarily related to effectively settling certain tax positions with the U.S. and foreign tax authorities. See also
Note 5A.
|
(e)
|
Primarily related to cash payments.
|
(f)
|
Primarily related to decreases as a result of a lapse of applicable statutes of limitations.
|
(g)
|
In
2015
, included in
Income taxes payable
(
$38 million
),
Current tax assets
(
$22 million
),
Noncurrent deferred tax assets and other noncurrent tax assets
(
$135 million
),
Noncurrent deferred tax liabilities
(
$2.7 billion
) and
Other taxes payable
(
$3.0 billion
). In
2014
, included in
Income taxes payable
(
$13 million
),
Current tax assets
(
$27 million
),
Noncurrent deferred tax assets and other noncurrent tax assets
(
$196 million
),
Noncurrent deferred tax liabilities
(
$2.4 billion
) and
Other taxes payable
(
$3.5 billion
).
|
•
|
Interest related to our unrecognized tax benefits is recorded in accordance with the laws of each jurisdiction and is recorded in
Provision for taxes on income
in our consolidated statements of income. In
2015
, we recorded net interest expense of
$71 million
. In
2014
, we recorded net interest expense of
$40 million
; and in
2013
, we recorded net interest income of
$16 million
primarily as a result of settling certain tax positions with the U.S. and various foreign tax authorities. Gross accrued interest totaled
$714 million
as of
December 31, 2015
(reflecting a decrease of approximately
$5 million
as a result of cash payments) and gross accrued interest totaled
$643 million
as of
December 31, 2014
(reflecting a decrease of approximately
$18 million
as a result of cash payments). In
2015
, these amounts were included in
Current tax asset
s
(
$12 million
) and
Other taxes payable
(
$702 million
). In
2014
, these amounts were included in
Current tax asset
s (
$15 million
) and
Other taxes payable
(
$628 million
). Accrued penalties are not significant. See also
Note 5A.
|
•
|
With respect to Pfizer Inc., the IRS has issued a Revenue Agent
’
s Report (RAR) for tax years 2009-2010. We are not in agreement with the RAR and are currently appealing certain disputed issues. Tax years 2011-2013 are currently under audit. Tax years 2014 and 2015 are open, but not under audit. All other tax years are closed.
|
•
|
With respect to Hospira, Inc., the IRS is auditing 2010-2011 and 2012-2013. Tax years 2014-2015 (through date of acquisition) are open but not under audit. All other tax years are closed. The open tax years and audits for Hospira, Inc. and its subsidiaries are not considered material to Pfizer.
|
92
|
|
2015 Financial Report
|
|
|
|
(a)
|
Taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that will be held indefinitely.
|
The following table provides the changes, net of tax, in
Accumulated other comprehensive income/(loss)
:
|
||||||||||||||||||||||||
|
|
Net Unrealized Gain/(Losses)
|
|
Benefit Plans
|
|
|
||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
Foreign Currency Translation Adjustments
|
|
|
Derivative Financial Instruments
|
|
|
Available-For-Sale Securities
|
|
|
Actuarial Gains/(Losses)
|
|
|
Prior Service (Costs)/ Credits and Other
|
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
||||||
Balance, January 1, 2013
|
|
$
|
(177
|
)
|
|
$
|
(161
|
)
|
|
$
|
236
|
|
|
$
|
(6,110
|
)
|
|
$
|
259
|
|
|
$
|
(5,953
|
)
|
Other comprehensive income/(loss)
(a)
|
|
(440
|
)
|
|
240
|
|
|
(86
|
)
|
|
2,887
|
|
|
54
|
|
|
2,655
|
|
||||||
Sale of 19.8% of subsidiary through an IPO
(b)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Balance, December 31, 2013
|
|
(590
|
)
|
|
79
|
|
|
150
|
|
|
(3,223
|
)
|
|
313
|
|
|
(3,271
|
)
|
||||||
Other comprehensive income/(loss)
(a)
|
|
(2,099
|
)
|
|
438
|
|
|
(372
|
)
|
|
(2,432
|
)
|
|
419
|
|
|
(4,045
|
)
|
||||||
Balance, December 31, 2014
|
|
(2,689
|
)
|
|
517
|
|
|
(222
|
)
|
|
(5,654
|
)
|
|
733
|
|
|
(7,316
|
)
|
||||||
Other comprehensive income/(loss)
(a)
|
|
$
|
(3,174
|
)
|
|
$
|
(96
|
)
|
|
$
|
(5
|
)
|
|
$
|
921
|
|
|
$
|
148
|
|
|
$
|
(2,206
|
)
|
Balance, December 31, 2015
|
|
$
|
(5,863
|
)
|
|
$
|
421
|
|
|
$
|
(227
|
)
|
|
$
|
(4,733
|
)
|
|
$
|
880
|
|
|
$
|
(9,522
|
)
|
(a)
|
Amounts do not include foreign currency translation adjustments attributable to noncontrolling interests of
$26 million
loss in
2015
,
$3 million
gain in
2014
and
$62 million
loss in
2013
.
|
(b)
|
Relates to Zoetis (our former Animal Health subsidiary). See
Note 2D.
|
2015 Financial Report
|
|
93
|
|
|
|
The following table provides additional information about certain of our financial assets and liabilities:
|
||||||||
|
|
As of December 31,
|
||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
||
Selected financial assets measured at fair value on a recurring basis
(a)
|
|
|
|
|
||||
Trading funds and securities
(b)
|
|
$
|
287
|
|
|
$
|
105
|
|
Available-for-sale debt securities
(c)
|
|
32,078
|
|
|
39,762
|
|
||
Money market funds
|
|
934
|
|
|
2,174
|
|
||
Available-for-sale equity securities
(c)
|
|
603
|
|
|
397
|
|
||
Derivative financial instruments in a receivable position
(d)
:
|
|
|
|
|
||||
Interest rate swaps
|
|
837
|
|
|
801
|
|
||
Foreign currency swaps
|
|
135
|
|
|
593
|
|
||
Foreign currency forward-exchange contracts
|
|
559
|
|
|
547
|
|
||
|
|
35,433
|
|
|
44,379
|
|
||
Other selected financial assets
|
|
|
|
|
|
|
||
Held-to-maturity debt securities, carried at amortized cost
(c), (e)
|
|
1,388
|
|
|
7,255
|
|
||
Private equity securities, carried at equity-method or at cost
(e), (f)
|
|
1,336
|
|
|
1,993
|
|
||
|
|
2,724
|
|
|
9,248
|
|
||
Total selected financial assets
|
|
$
|
38,157
|
|
|
$
|
53,627
|
|
Selected financial liabilities measured at fair value on a recurring basis
(a)
|
|
|
|
|
|
|
||
Derivative financial instruments in a liability position
(g)
:
|
|
|
|
|
|
|
||
Interest rate swaps
|
|
$
|
139
|
|
|
$
|
17
|
|
Foreign currency swaps
|
|
1,489
|
|
|
594
|
|
||
Foreign currency forward-exchange contracts
|
|
81
|
|
|
78
|
|
||
|
|
1,709
|
|
|
689
|
|
||
Other selected financial liabilities
(h)
|
|
|
|
|
|
|
||
Short-term borrowings, carried at historical proceeds, as adjusted
(e)
|
|
10,160
|
|
|
5,141
|
|
||
Long-term debt, carried at historical proceeds, as adjusted
(i), (j)
|
|
28,818
|
|
|
31,541
|
|
||
|
|
38,978
|
|
|
36,682
|
|
||
Total selected financial liabilities
|
|
$
|
40,687
|
|
|
$
|
37,371
|
|
(a)
|
We use a market approach in valuing financial instruments on a recurring basis. For additional information, see
Note 1E.
All of our financial assets and liabilities measured at fair value on a recurring basis use Level 2 inputs in the calculation of fair value, except less than
1%
that use Level 1 inputs.
|
(b)
|
As of
December 31, 2015
, trading funds and securities are composed of
$100 million
of trading equity funds,
$102 million
of trading debt funds, and
$85 million
of trading equity securities. As of
December 31, 2014
, trading securities of
$105 million
is composed of debt and equity securities. The trading equity securities as of
December 31, 2015
and the trading debt and equity securities as of
December 31, 2014
are held in trust for benefits attributable to the former Pharmacia Savings Plus Plan.
|
(c)
|
Generally, gross unrealized gains and losses are not significant. Unrealized losses related to 2015 available-for-sale debt securities are
$593 million
and unrealized gains are
$44 million
. The vast majority of investments in an unrealized loss position relate to the foreign exchange impact on foreign currency denominated securities, which are hedged with cross-currency swaps. We have the intent and ability to hold such investments to maturity.
|
(d)
|
Designated as hedging instruments, except for certain contracts used as offsets; namely, foreign currency forward-exchange contracts with fair values of
$136 million
as of
December 31, 2015
; and foreign currency forward-exchange contracts with fair values of
$159 million
as of
December 31, 2014
.
|
(e)
|
Short-term borrowings include foreign currency short-term borrowings with fair values of
$547 million
as of
December 31, 2015
, which are used as hedging instruments. The differences between the estimated fair values and carrying values of held-to-maturity debt securities, private equity securities at cost and short-term borrowings not measured at fair value on a recurring basis were not significant as of
December 31, 2015
or
December 31, 2014
. The fair value measurements of our held-to-maturity debt securities and our short-term borrowings are based on Level 2 inputs, using a market approach. The fair value measurements of our private equity securities carried at cost are based on Level 3 inputs.
|
(f)
|
Our private equity securities represent investments in the life sciences sector.
|
(g)
|
Designated as hedging instruments, except for certain contracts used as offsets; namely, foreign currency swaps with fair values of
$234 million
and foreign currency forward-exchange contracts with fair values of
$59 million
as of
December 31, 2015
; and foreign currency swaps with fair values of
$121 million
and foreign currency forward-exchange contracts with fair values of
$54 million
as of
December 31, 2014
.
|
(h)
|
Some carrying amounts may include adjustments for discount or premium amortization or for the effect of hedging the interest rate fair value risk associated with certain financial liabilities by interest rate swaps.
|
(i)
|
Includes foreign currency debt with fair values of
$560 million
as of
December 31, 2014
, which are used as hedging instruments.
|
(j)
|
The fair value of our long-term debt (not including the current portion of long-term debt) was
$32.7 billion
as of
December 31, 2015
and
$36.6 billion
as of
December 31, 2014
. The fair value measurements for our long-term debt are based on Level 2 inputs, using a market approach. Generally, the difference between the fair value of our long-term debt and the amount reported on the consolidated balance sheet is due to a decline in relative market interest rates since the debt issuance.
|
94
|
|
2015 Financial Report
|
|
|
|
•
|
Trading equity securities—quoted market prices.
|
•
|
Trading debt securities—observable market interest rates.
|
•
|
Available-for-sale debt securities—third-party matrix-pricing model that uses significant inputs derived from or corroborated by observable market data and credit-adjusted interest rate yield curves. Loan-backed, receivable-backed, and mortgage-backed securities are valued by third-party models that use significant inputs derived from observable market data like prepayment rates, default rates, and recovery rates.
|
•
|
Money market funds—observable Net Asset Value prices.
|
•
|
Available-for-sale equity securities—third-party pricing services that principally use a composite of observable prices.
|
•
|
Derivative financial instruments (assets and liabilities)—third-party matrix-pricing model that uses significant inputs derived from or corroborated by observable market data. Where applicable, these models discount future cash flow amounts using market-based observable inputs, including interest rate yield curves, and forward and spot prices for currencies. The credit risk impact to our derivative financial instruments was not significant.
|
•
|
Held-to-maturity debt securities—third-party matrix-pricing model that uses significant inputs derived from or corroborated by observable market data and credit-adjusted interest rate yield curves.
|
•
|
Private equity securities, excluding equity-method investments—application of the implied volatility associated with an observable biotech index to the carrying amount of our portfolio.
|
•
|
Short-term borrowings and long-term debt—third-party matrix-pricing model that uses significant inputs derived from or corroborated by observable market data and our own credit rating.
|
(a)
|
As of
December 31, 2015
, derivative instruments at fair value include interest rate swaps (
$2 million
), foreign currency swaps (
$46 million
) and foreign currency forward-exchange contracts (
$538 million
) and, as of
December 31, 2014
, include interest rate swaps (
$34 million
), foreign currency swaps (
$494 million
) and foreign currency forward-exchange contracts (
$531 million
).
|
(b)
|
As of
December 31, 2015
, derivative instruments at fair value include interest rate swaps (
$835 million
), foreign currency swaps (
$89 million
) and foreign currency forward-exchange contracts (
$20 million
) and, as of
December 31, 2014
, include interest rate swaps (
$767 million
), foreign currency swaps (
$99 million
) and foreign currency forward-exchange contracts (
$15 million
).
|
(c)
|
At
December 31, 2015
, derivative instruments at fair value include interest rate swaps (
$5 million
), foreign currency swaps (
$560 million
) and foreign currency forward-exchange contracts (
$80 million
) and, as of
December 31, 2014
, include interest rate swaps (
$1 million
), foreign currency swaps (
$13 million
) and foreign currency forward-exchange contracts (
$78 million
).
|
(d)
|
At
December 31, 2015
, derivative instruments at fair value include interest rate swaps (
$134 million
), foreign currency swaps (
$928 million
) and foreign currency forward-exchange contracts (
$1 million
) and, as of
December 31, 2014
, include interest rate swaps (
$16 million
) and foreign currency swaps (
$581 million
).
|
2015 Financial Report
|
|
95
|
|
|
|
The following table provides the contractual maturities, or as necessary, the estimated maturities, of the available-for-sale and held-to-maturity debt securities:
|
||||||||||||||||||||
|
|
Years
|
|
December 31,
2015 |
|
|||||||||||||||
(MILLIONS OF DOLLARS)
|
|
Within 1
|
|
|
Over 1
to 5
|
|
|
Over 5
to 10
|
|
|
Over 10
|
|
|
Total
|
|
|||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Western European, Asian and other government debt
(a)
|
|
$
|
9,795
|
|
|
$
|
1,549
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
11,352
|
|
Corporate debt
(b)
|
|
3,153
|
|
|
4,728
|
|
|
1,804
|
|
|
43
|
|
|
9,729
|
|
|||||
U.S. government debt
|
|
920
|
|
|
1,358
|
|
|
156
|
|
|
—
|
|
|
2,433
|
|
|||||
Western European, Scandinavian and other government agency debt
(a)
|
|
1,861
|
|
|
214
|
|
|
2
|
|
|
—
|
|
|
2,078
|
|
|||||
Supranational debt
(a)
|
|
947
|
|
|
352
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
|||||
Federal Home Loan Mortgage Corporation and Federal National Mortgage Association asset-backed securities
|
|
2
|
|
|
2,143
|
|
|
33
|
|
|
—
|
|
|
2,178
|
|
|||||
Reverse repurchase agreements
(c)
|
|
875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|||||
Government National Mortgage Association and other U.S. government guaranteed asset-backed securities
|
|
266
|
|
|
478
|
|
|
19
|
|
|
—
|
|
|
763
|
|
|||||
Other asset-backed debt
(d)
|
|
490
|
|
|
830
|
|
|
46
|
|
|
5
|
|
|
1,370
|
|
|||||
Held-to-maturity debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Western European government debt
(a)
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||
Time deposits, corporate debt
and other
(b)
|
|
1,270
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|||||
Total debt securities
|
|
$
|
19,693
|
|
|
$
|
11,655
|
|
|
$
|
2,069
|
|
|
$
|
49
|
|
|
$
|
33,466
|
|
(a)
|
Issued by governments, government agencies or supranational entities, as applicable, all of which are investment-grade.
|
(b)
|
Issued by a diverse group of corporations, largely consisting of financial institutions, virtually all of which are investment-grade.
|
(c)
|
Involving U.S. securities.
|
(d)
|
Includes loan-backed, receivable-backed, and mortgage-backed securities, all of which are investment-grade and in senior positions in the capital structure of the security. Loan-backed securities are collateralized by senior secured obligations of a diverse pool of companies or student loans, and receivable-backed securities are collateralized by credit cards receivables. Mortgage-backed securities are collateralized by diversified pools of residential and commercial mortgages. These securities are valued by third party models that use significant inputs derived from observable market data like prepayment rates, default rates, and recovery rates.
|
96
|
|
2015 Financial Report
|
|
|
|
The following table provides the components of our senior unsecured long-term debt:
|
||||||||||
|
|
|
|
As of December 31,
|
||||||
(MILLIONS OF DOLLARS)
|
|
Maturity Date
|
|
2015
|
|
|
2014
|
|
||
6.20%
(a)
|
|
March 2019
|
|
$
|
3,276
|
|
|
$
|
3,264
|
|
7.20%
(a)
|
|
March 2039
|
|
2,856
|
|
|
2,902
|
|
||
4.75% euro
(b)
|
|
June 2016
|
|
—
|
|
|
2,424
|
|
||
5.75% euro
(b)
|
|
June 2021
|
|
2,172
|
|
|
2,419
|
|
||
6.50%
U.K
. pound
(b)
|
|
June 2038
|
|
2,202
|
|
|
2,316
|
|
||
5.95%
(c)
|
|
April 2037
|
|
2,057
|
|
|
2,083
|
|
||
2.10%
(c)
|
|
May 2019
|
|
1,515
|
|
|
1,507
|
|
||
4.55% euro
(d)
|
|
May 2017
|
|
1,041
|
|
|
1,201
|
|
||
5.50%
(b)
|
|
February 2016
|
|
—
|
|
|
1,018
|
|
||
Notes and other debt with a weighted-average interest rate of 2.83%
(f)
|
|
2017–2020
|
|
6,152
|
|
|
5,161
|
|
||
Notes and other debt with a weighted-average interest rate of 5.18%
(e)
|
|
2021–2044
|
|
7,547
|
|
|
6,698
|
|
||
Foreign currency notes and other foreign currency debt with a weighted-
average interest rate of 2.84%
(g)
|
|
2016
|
|
—
|
|
|
547
|
|
||
Long-term debt
|
|
|
|
$
|
28,818
|
|
|
$
|
31,541
|
|
Current portion of long-term debt (not included above)
|
|
|
|
$
|
3,720
|
|
|
$
|
3,011
|
|
(a)
|
Instrument is redeemable by us at any time at the greater of
100%
of the principal amount of the notes or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus
0.50%
, plus, in each case, accrued and unpaid interest.
|
(b)
|
Instrument is redeemable by us at any time at the greater of
100%
of the principal amount of the notes or the sum of the present values of the remaining scheduled payments of principal and interest discounted at a comparable government bond rate plus
0.20%
. plus, in each case, accrued and unpaid interest.
|
(c)
|
The instrument is redeemable by us at any time at the greater of
100%
of the principal amount of the notes or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus
0.25%
for the
5.95%
notes and
0.07%
for the
2.10%
notes, plus, in each case, accrued and unpaid interest.
|
(d)
|
The instrument is redeemable by us at any time at the greater of
100%
of the principal amount of the notes or the price at which the gross redemption yield on the notes would be equal to the gross redemption yield of a comparable European government bond (selected at the discretion of the Trustee) on the basis of the middle market price of such European government bond.
|
(e)
|
Contains debt issuances with a weighted-average maturity of approximately
15 years
, and the majority of which are redeemable by us at any time at the greater of
100%
of the principal amount of the notes or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus a weighted average of
0.20%
, plus, in each case, accrued and unpaid interest.
|
(f)
|
Contains debt issuances with a weighted-average maturity of approximately
two years
, and the majority of which are redeemable by us at any time at the greater of
100%
of the principal amount of the notes or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus a weighted average of
0.12%
, plus, in each case, accrued and unpaid interest.
|
(g)
|
At December 31, 2015, the debt issuances have been reclassified to
Current portion of long-term debt
.
|
The following table provides the maturity schedule of our
Long-term debt
outstanding as of December 31, 2015:
|
||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
After 2020
|
|
|
Total
|
|
||||||
Maturities
|
|
$
|
4,412
|
|
|
$
|
2,400
|
|
|
$
|
4,807
|
|
|
$
|
364
|
|
|
$
|
16,835
|
|
|
$
|
28,818
|
|
2015 Financial Report
|
|
97
|
|
|
|
•
|
We record in
Other comprehensive income/(loss)
the effective portion of the gains or losses on foreign currency forward-exchange contracts and foreign currency swaps that are designated as cash flow hedges and reclassify those amounts, as appropriate, into earnings in the same period or periods during which the hedged transaction affects earnings.
|
•
|
We recognize the gains and losses on foreign currency forward-exchange contracts and foreign currency swaps that are used to offset the same foreign currency assets or liabilities immediately into earnings along with the earnings impact of the items they generally offset. These contracts essentially take the opposite currency position of that reflected in the month-end balance sheet to counterbalance the effect of any currency movement.
|
•
|
We recognize the gain and loss impact on foreign currency swaps and foreign currency forward-exchange contracts designated as hedges of our net investments in earnings in three ways: over time—for the periodic net swap payments; immediately—to the extent of any change in the difference between the foreign exchange spot rate and forward rate; and upon sale or substantial liquidation of our net investments—to the extent of change in the foreign exchange spot rates.
|
•
|
We record in
Other comprehensive income/(loss)
the foreign exchange gains and losses related to foreign exchange-denominated debt designated as a hedge of our net investments in foreign subsidiaries and reclassify those amounts into earnings upon the sale or substantial liquidation of our net investments.
|
•
|
We recognize the gains and losses on interest rate swaps that are designated as fair value hedges in earnings upon the recognition of the change in fair value of the hedged risk. We recognize the offsetting earnings impact of fixed-rate debt attributable to the hedged risk also in earnings.
|
98
|
|
2015 Financial Report
|
|
|
|
The following table provides information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk:
|
||||||||||||||||||||||||
|
|
Amount of
Gains/(Losses)
Recognized in OID
(a), (b), (c)
|
|
Amount of Gains/(Losses)
Recognized in OCI
(Effective Portion)
(a), (d)
|
|
Amount of Gains/(Losses)
Reclassified from
OCI into OID
(Effective Portion)
(a), (d)
|
||||||||||||||||||
|
|
As of December 31,
|
||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||
Derivative Financial Instruments in Cash Flow Hedge Relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency swaps
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(826
|
)
|
|
$
|
(799
|
)
|
|
$
|
(613
|
)
|
|
$
|
(808
|
)
|
Foreign currency forward-exchange contracts
|
|
—
|
|
|
—
|
|
|
1,028
|
|
|
823
|
|
|
980
|
|
|
332
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Financial Instruments in Net Investment Hedge Relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward-exchange contracts
|
|
(1
|
)
|
|
—
|
|
|
256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Financial Instruments Not Designated as Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward-exchange contracts
|
|
(42
|
)
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency swaps
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Derivative Financial Instruments in Net Investment Hedge Relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency short-term borrowings
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
||||||
All other net
|
|
(16
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
(64
|
)
|
|
$
|
160
|
|
|
$
|
461
|
|
|
$
|
135
|
|
|
$
|
367
|
|
|
$
|
(477
|
)
|
(a)
|
OID = Other (income)/deductions—net,
included in
Other (income)/deductions—net
in the consolidated statements of income
.
OCI = Other comprehensive income/(loss), included in the
consolidated statements of comprehensive income
.
|
(b)
|
Also includes gains and losses attributable to derivative instruments designated and qualifying as fair value hedges, as well as the offsetting gains and losses attributable to the hedged items in such hedging relationships.
|
(c)
|
There was no significant ineffectiveness for any period presented.
|
(d)
|
For derivative financial instruments in cash flow hedge relationships, the effective portion is included in
Other comprehensive income/(loss)––Unrealized holding gains on derivative financial instruments, net
. For derivative financial instruments in net investment hedge relationships and for foreign currency debt designated as hedging instruments, the effective portion is included in
Other comprehensive income/(loss)––Foreign currency translation adjustments.
|
2015 Financial Report
|
|
99
|
|
|
|
The following table provides the components of
Inventories
:
|
||||||||
|
|
As of December 31,
|
||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
||
Finished goods
|
|
$
|
2,714
|
|
|
$
|
1,905
|
|
Work in process
|
|
3,932
|
|
|
3,248
|
|
||
Raw materials and supplies
|
|
867
|
|
|
510
|
|
||
Inventories
(a)
|
|
$
|
7,513
|
|
|
$
|
5,663
|
|
Noncurrent inventories not included above
(b)
|
|
$
|
594
|
|
|
$
|
425
|
|
(a)
|
Increase primarily due to the acquisition of Hospira inventories, which were recorded at fair value. For additional information, see
Note 2A
.
|
(b)
|
Included in
Other noncurrent assets
. There are no recoverability issues associated with these amounts.
|
The following table provides the components of
Property, plant and equipment
:
|
|||||||||||
|
|
Useful Lives
|
|
|
As of December 31,
|
||||||
(MILLIONS OF DOLLARS)
|
|
(Years)
|
|
|
2015
|
|
|
2014
|
|
||
Land
|
|
—
|
|
|
$
|
588
|
|
|
$
|
529
|
|
Buildings
|
|
33-50
|
|
|
9,604
|
|
|
9,355
|
|
||
Machinery and equipment
|
|
8-20
|
|
|
10,933
|
|
|
9,671
|
|
||
Furniture, fixtures and other
|
|
3-12 1/2
|
|
|
4,351
|
|
|
4,162
|
|
||
Construction in progress
|
|
—
|
|
|
1,791
|
|
|
1,271
|
|
||
|
|
|
|
27,268
|
|
|
24,988
|
|
|||
Less: Accumulated depreciation
|
|
|
|
13,502
|
|
|
13,226
|
|
|||
Property, plant and equipment
(a)
|
|
|
|
$
|
13,766
|
|
|
$
|
11,762
|
|
(a)
|
The increase in total property, plant and equipment is primarily due to the acquisition of Hospira (see
Note 2A
) and capital additions, partially offset by depreciation and, to a much lesser extent, impairments, disposals and the impact of foreign exchange.
|
The following table provides the components of
Identifiable intangible assets
:
|
||||||||||||||||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Identifiable
Intangible
Assets, less
Accumulated
Amortization
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Identifiable
Intangible
Assets, less
Accumulated
Amortization
|
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed technology rights
|
|
$
|
77,613
|
|
|
$
|
(47,193
|
)
|
|
$
|
30,419
|
|
|
$
|
70,946
|
|
|
$
|
(44,694
|
)
|
|
$
|
26,252
|
|
Brands
|
|
1,973
|
|
|
(928
|
)
|
|
1,044
|
|
|
1,951
|
|
|
(855
|
)
|
|
1,096
|
|
||||||
Licensing agreements and other
|
|
1,619
|
|
|
(918
|
)
|
|
701
|
|
|
991
|
|
|
(832
|
)
|
|
159
|
|
||||||
|
|
81,205
|
|
|
(49,040
|
)
|
|
32,165
|
|
|
73,887
|
|
|
(46,381
|
)
|
|
27,506
|
|
||||||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brands and other
|
|
7,021
|
|
|
|
|
|
7,021
|
|
|
7,273
|
|
|
|
|
|
7,273
|
|
||||||
In-process research and development
|
|
1,171
|
|
|
|
|
|
1,171
|
|
|
387
|
|
|
|
|
|
387
|
|
||||||
|
|
8,192
|
|
|
|
|
|
8,192
|
|
|
7,660
|
|
|
|
|
|
7,660
|
|
||||||
Identifiable intangible assets
(a)
|
|
$
|
89,396
|
|
|
$
|
(49,040
|
)
|
|
$
|
40,356
|
|
|
$
|
81,547
|
|
|
$
|
(46,381
|
)
|
|
$
|
35,166
|
|
(a)
|
The increase in
I
dentifiable intangible assets, less accumulated amortization
,
is primarily due to assets acquired as part of the acquisition of Hospira and Baxter’s portfolio of marketed vaccines, partially offset by amortization, impairments and the impact of foreign exchange. For information about the assets acquired as part of the acquisition of Hospira and Baxter’s portfolio of marketed vaccines, see
Note 2A.
For information about impairments of intangible assets, see
Note 4.
|
100
|
|
2015 Financial Report
|
|
|
|
Our identifiable intangible assets are associated with the following, as a percentage of total identifiable intangible assets, less accumulated amortization:
|
||||||||||||
|
|
December 31, 2015
|
||||||||||
|
|
GIP
|
|
VOC
|
|
GEP
|
|
WRD
|
||||
Developed technology rights
|
|
22
|
%
|
|
29
|
%
|
|
49
|
%
|
|
—
|
|
Brands, finite-lived
|
|
—
|
|
|
81
|
%
|
|
19
|
%
|
|
—
|
|
Brands, indefinite-lived
|
|
—
|
|
|
70
|
%
|
|
30
|
%
|
|
—
|
|
In-process research and development
|
|
2
|
%
|
|
10
|
%
|
|
85
|
%
|
|
3
|
%
|
The following table provides the annual amortization expense expected for the years 2016 through 2020:
|
||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||
Amortization expense
|
|
$
|
3,885
|
|
|
$
|
3,780
|
|
|
$
|
3,666
|
|
|
$
|
3,386
|
|
|
$
|
2,419
|
|
2015 Financial Report
|
|
101
|
|
|
|
The following table provides the components of and changes in the carrying amount of
Goodwill
:
|
||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
GIP
|
|
|
VOC
|
|
|
GEP
|
|
|
Total
|
|
||||
Balance, January 1, 2014
|
|
$
|
13,210
|
|
|
$
|
11,559
|
|
|
$
|
17,750
|
|
|
$
|
42,519
|
|
Additions
(a)
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||
Other
(b)
|
|
(178
|
)
|
|
(161
|
)
|
|
(236
|
)
|
|
(575
|
)
|
||||
Balance, December 31, 2014
|
|
13,032
|
|
|
11,398
|
|
|
17,639
|
|
|
42,069
|
|
||||
Additions
(c)
|
|
—
|
|
|
39
|
|
|
7,284
|
|
|
7,323
|
|
||||
Other
(b)
|
|
(343
|
)
|
|
(317
|
)
|
|
(489
|
)
|
|
(1,149
|
)
|
||||
Balance, December 31, 2015
|
|
$
|
12,689
|
|
|
$
|
11,120
|
|
|
$
|
24,433
|
|
|
$
|
48,242
|
|
(a)
|
Reflects the acquisition of InnoPharma. For additional information, see
Note 2A.
|
(b)
|
Primarily reflects the impact of foreign exchange.
|
(c)
|
GEP additions relate to our acquisition of Hospira and are subject to change until we complete the recording of the assets acquired and liabilities assumed from Hospira. For additional information, see
Note 2A.
|
The following table provides the annual cost (including, for 2013, costs reported as part of discontinued operations) and changes in
Other comprehensive income/(loss)
for our benefit plans:
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
|
U.S.
Qualified
(a)
|
|
U.S.
Supplemental
(Non-Qualified)
(b)
|
|
International
(c)
|
|
Postretirement
Plans
(d)
|
||||||||||||||||||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||||||||
Service cost
|
|
$
|
287
|
|
|
$
|
253
|
|
|
$
|
301
|
|
|
$
|
22
|
|
|
$
|
20
|
|
|
$
|
26
|
|
|
$
|
186
|
|
|
$
|
199
|
|
|
$
|
216
|
|
|
$
|
55
|
|
|
$
|
55
|
|
|
$
|
61
|
|
Interest cost
|
|
676
|
|
|
697
|
|
|
666
|
|
|
54
|
|
|
57
|
|
|
67
|
|
|
307
|
|
|
394
|
|
|
378
|
|
|
117
|
|
|
169
|
|
|
166
|
|
||||||||||||
Expected return on plan assets
|
|
(1,089
|
)
|
|
(1,043
|
)
|
|
(999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(418
|
)
|
|
(459
|
)
|
|
(407
|
)
|
|
(53
|
)
|
|
(63
|
)
|
|
(55
|
)
|
||||||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Actuarial losses
|
|
346
|
|
|
63
|
|
|
355
|
|
|
44
|
|
|
29
|
|
|
51
|
|
|
122
|
|
|
97
|
|
|
129
|
|
|
38
|
|
|
6
|
|
|
46
|
|
||||||||||||
Prior service credits
|
|
(5
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(146
|
)
|
|
(57
|
)
|
|
(44
|
)
|
||||||||||||
Curtailments
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(20
|
)
|
|
(31
|
)
|
|
(7
|
)
|
|
(11
|
)
|
||||||||||||
Settlements
|
|
556
|
|
|
52
|
|
|
113
|
|
|
34
|
|
|
28
|
|
|
40
|
|
|
81
|
|
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Special termination benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Net periodic benefit costs reported in
Income
|
|
773
|
|
|
16
|
|
|
429
|
|
|
153
|
|
|
132
|
|
|
182
|
|
|
277
|
|
|
254
|
|
|
317
|
|
|
(21
|
)
|
|
102
|
|
|
163
|
|
||||||||||||
(Income)/cost reported in
Other comprehensive income/(loss)
(e)
|
|
(396
|
)
|
|
2,768
|
|
|
(3,044
|
)
|
|
(143
|
)
|
|
163
|
|
|
(255
|
)
|
|
(542
|
)
|
|
260
|
|
|
(569
|
)
|
|
(540
|
)
|
|
(174
|
)
|
|
(736
|
)
|
||||||||||||
(Income)/cost recognized in
Comprehensive income
|
|
$
|
378
|
|
|
$
|
2,784
|
|
|
$
|
(2,615
|
)
|
|
$
|
10
|
|
|
$
|
294
|
|
|
$
|
(73
|
)
|
|
$
|
(265
|
)
|
|
$
|
514
|
|
|
$
|
(252
|
)
|
|
$
|
(560
|
)
|
|
$
|
(72
|
)
|
|
$
|
(573
|
)
|
(a)
|
2015 v. 2014
––
The increase in net periodic benefit costs for our U.S. qualified pension plans was primarily driven by (i) higher settlement activity related to participants accepting the lump-sum option made in an offer to certain plan participants to elect a lump-sum payment to settle Pfizer’s pension obligation with those participants, or to elect an early annuity, and (ii) the increase in the amounts amortized for actuarial losses resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation (which increased the amount of deferred actuarial losses), and, to a lesser extent, a 2014 change in mortality assumptions (reflecting a longer life expectancy for plan participants). The aforementioned increases were partially offset by (i) a greater expected return on plan assets resulting from an increased plan asset base due to a voluntary contribution of
$1.0 billion
made at the beginning of January 2015, which in turn was partially offset by a decrease in the expected rate of return on plan assets from
8.5%
to
8.3%
and (ii) lower interest costs resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation.
|
102
|
|
2015 Financial Report
|
|
|
|
(b)
|
2015 v. 2014
––
The increase in net periodic benefit costs for our U.S. supplemental (non-qualified) pension plans was primarily driven by (i) an increase in the amounts amortized for actuarial losses resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation, and (ii) higher settlement activity.
|
(c)
|
2015 v. 2014
––
The increase in net periodic benefit costs for our international pension plans was primarily driven by (i) a decrease in the expected return on plan assets due to a lower expected rate of return on plan assets, (ii) an increase in the amounts amortized for actuarial losses resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation, and (iii) higher settlement charges due to the settlement of a pension plan in Sweden. The aforementioned increase in net periodic benefit costs was partially offset by the decrease in interest cost resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation.
|
(d)
|
2015 v. 2014
––
The decrease in net periodic benefit costs for our postretirement plans was primarily driven by (i) the increase in the amounts amortized for prior service credits and (ii) an increase in curtailment gain resulting from the implementation of changes to certain retiree medical benefits to adopt programs eligible for the Medicare Part D plan subsidy, as allowed under the employer group waiver plan, and another plan change to establish benefit caps for certain plan participants, as well as (iii) a decrease in interest cost resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation. The aforementioned decreases were partially offset by an increase in actuarial losses resulting from the decrease, in 2014, in the discount rate used to determine the benefit obligation.
|
(e)
|
For details of the changes in
Other comprehensive income/(loss),
see the benefit plan activity in the consolidated statements of comprehensive income.
|
2015 Financial Report
|
|
103
|
|
|
|
The following table provides the weighted-average actuarial assumptions of our benefit plans:
|
|||||||||
(PERCENTAGES)
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted-average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. qualified pension plans
|
|
4.5
|
%
|
|
4.2
|
%
|
|
5.2
|
%
|
U.S. non-qualified pension plans
|
|
4.5
|
%
|
|
4.0
|
%
|
|
4.8
|
%
|
International pension plans
|
|
3.1
|
%
|
|
3.0
|
%
|
|
3.9
|
%
|
Postretirement plans
|
|
4.5
|
%
|
|
4.2
|
%
|
|
5.1
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. qualified pension plans
|
|
2.8
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
U.S. non-qualified pension plans
|
|
2.8
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
International pension plans
|
|
2.6
|
%
|
|
2.7
|
%
|
|
2.9
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. qualified pension plans
|
|
4.2
|
%
|
|
5.2
|
%
|
|
4.3
|
%
|
U.S. non-qualified pension plans
|
|
4.0
|
%
|
|
4.8
|
%
|
|
3.9
|
%
|
International pension plans
|
|
3.0
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
Postretirement plans
|
|
4.2
|
%
|
|
5.1
|
%
|
|
4.1
|
%
|
Expected return on plan assets:
|
|
|
|
|
|
|
|||
U.S. qualified pension plans
|
|
8.3
|
%
|
|
8.5
|
%
|
|
8.5
|
%
|
International pension plans
|
|
5.5
|
%
|
|
5.8
|
%
|
|
5.6
|
%
|
Postretirement plans
|
|
8.3
|
%
|
|
8.5
|
%
|
|
8.5
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. qualified pension plans
|
|
2.8
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
U.S. non-qualified pension plans
|
|
2.8
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
International pension plans
|
|
2.7
|
%
|
|
2.9
|
%
|
|
3.1
|
%
|
(a
)
|
In 2015 Pfizer started using separate healthcare cost trend rates for U.S. postretirement plan participants based on their age (
6.5%
for plan participants up to the age of 65, and
7.9%
for plan participants age 65 and over). The rate shown in the table is a blended rate, for ease of comparison.
|
104
|
|
2015 Financial Report
|
|
|
|
The following table provides an analysis of the changes in our benefit obligations, plan assets and funded status of our benefit plans:
|
||||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
|
|
|
||||||||||||||||||||||||||
|
|
U.S. Qualified
(a)
|
|
U.S. Supplemental
(Non-Qualified)
(b)
|
|
International
(c)
|
|
Postretirement
Plans
(d)
|
||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||||
Change in benefit obligation
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit obligation, beginning
|
|
$
|
16,575
|
|
|
$
|
13,976
|
|
|
$
|
1,481
|
|
|
$
|
1,341
|
|
|
$
|
10,796
|
|
|
$
|
10,316
|
|
|
$
|
3,168
|
|
|
$
|
3,438
|
|
Service cost
|
|
287
|
|
|
253
|
|
|
22
|
|
|
20
|
|
|
186
|
|
|
197
|
|
|
55
|
|
|
55
|
|
||||||||
Interest cost
|
|
676
|
|
|
697
|
|
|
54
|
|
|
57
|
|
|
307
|
|
|
393
|
|
|
117
|
|
|
169
|
|
||||||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
8
|
|
|
79
|
|
|
75
|
|
||||||||
Plan amendments
|
|
62
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
(54
|
)
|
|
(497
|
)
|
|
(692
|
)
|
||||||||
Changes in actuarial assumptions and other
|
|
(774
|
)
|
|
2,653
|
|
|
(70
|
)
|
|
218
|
|
|
(273
|
)
|
|
1,346
|
|
|
(185
|
)
|
|
447
|
|
||||||||
Foreign exchange impact
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(938
|
)
|
|
(794
|
)
|
|
(20
|
)
|
|
(10
|
)
|
||||||||
Acquisitions/divestitures/other, net
|
|
542
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
19
|
|
|
(55
|
)
|
|
49
|
|
|
—
|
|
||||||||
Curtailments
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(127
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||||||
Settlements
|
|
(2,034
|
)
|
|
(308
|
)
|
|
(93
|
)
|
|
(96
|
)
|
|
(499
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||||||
Special termination benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||||||
Benefits paid
|
|
(412
|
)
|
|
(697
|
)
|
|
(65
|
)
|
|
(58
|
)
|
|
(389
|
)
|
|
(408
|
)
|
|
(300
|
)
|
|
(309
|
)
|
||||||||
Benefit obligation, ending
(e)
|
|
14,926
|
|
|
16,575
|
|
|
1,343
|
|
|
1,481
|
|
|
9,214
|
|
|
10,796
|
|
|
2,463
|
|
|
3,168
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value of plan assets, beginning
|
|
12,706
|
|
|
12,869
|
|
|
—
|
|
|
—
|
|
|
8,588
|
|
|
8,250
|
|
|
762
|
|
|
741
|
|
||||||||
Actual gain/(loss) on plan assets
|
|
(124
|
)
|
|
819
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
1,046
|
|
|
(3
|
)
|
|
45
|
|
||||||||
Company contributions
|
|
1,000
|
|
|
23
|
|
|
158
|
|
|
154
|
|
|
558
|
|
|
316
|
|
|
84
|
|
|
210
|
|
||||||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
8
|
|
|
79
|
|
|
75
|
|
||||||||
Foreign exchange impact
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(602
|
)
|
|
(594
|
)
|
|
—
|
|
|
—
|
|
||||||||
Acquisitions/divestitures, net
|
|
496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||||
Settlements
|
|
(2,034
|
)
|
|
(308
|
)
|
|
(93
|
)
|
|
(96
|
)
|
|
(499
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||||||
Benefits paid
|
|
(412
|
)
|
|
(697
|
)
|
|
(65
|
)
|
|
(58
|
)
|
|
(389
|
)
|
|
(408
|
)
|
|
(300
|
)
|
|
(309
|
)
|
||||||||
Fair value of plan assets, ending
|
|
11,633
|
|
|
12,706
|
|
|
—
|
|
|
—
|
|
|
7,959
|
|
|
8,588
|
|
|
622
|
|
|
762
|
|
||||||||
Funded status—Plan assets less than benefit obligation
|
|
$
|
(3,292
|
)
|
|
$
|
(3,869
|
)
|
|
$
|
(1,343
|
)
|
|
$
|
(1,481
|
)
|
|
$
|
(1,255
|
)
|
|
$
|
(2,208
|
)
|
|
$
|
(1,841
|
)
|
|
$
|
(2,406
|
)
|
(a)
|
The favorable change in the funded status of our U.S. qualified plans was primarily due to (i) the plan gains resulting from the increase in the discount rate, and (ii) a
$1 billion
voluntary contribution to the plans, partially offset by (i) the net impact of the acquisition of Hospira and (ii) a decrease in the actual return on assets.
|
(b)
|
Our U.S. supplemental (non-qualified) plans are generally not funded and these obligations, which are substantially greater than the annual cash outlay for these liabilities, will be paid from cash generated from operations. The decrease in the benefit obligation is primarily due to an increase in the discount rate.
|
(c)
|
The favorable change in the international plans’ funded status was primarily due to (i) plan gains related to favorable changes in actuarial assumptions and experience, (ii) an increase in company contributions to plan assets and (iii) foreign exchange impacts.
|
(d)
|
The favorable change in the funded status of our postretirement plans was primarily due to (i) plan gains resulting from favorable changes in plan assumptions and an increase in the discount rate, and (ii) the impact of a plan amendment approved in June 2015 that introduced a cap on costs for certain groups within the plan, partially offset by (i) the reduced company contributions as the result of reimbursements received for eligible prescription drug expenses for certain retirees and (ii) the acquisition of Hospira.
|
(e)
|
For the U.S. and international pension plans, the benefit obligation is the projected benefit obligation (PBO). For the postretirement plans, the benefit obligation is the accumulated postretirement benefit obligation (ABO). The ABO for all of our U.S. qualified pension plans was
$14.8 billion
in
2015
and
$16.3 billion
in
2014
. The ABO for our U.S. supplemental (non-qualified) pension plans was
$1.3 billion
in
2015
and
$1.4 billion
in
2014
. The ABO for our international pension plans was
$8.8 billion
in
2015
and
$10.3 billion
in
2014
.
|
2015 Financial Report
|
|
105
|
|
|
|
The following table provides information as to how the funded status is recognized in our consolidated balance sheets:
|
||||||||||||||||||||||||||||||||
|
|
As of December 31,
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
|
|
|
||||||||||||||||||||||||||
|
|
U.S. Qualified
|
|
U.S. Supplemental
(Non-Qualified) |
|
International
|
|
Postretirement
Plans |
||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||||
Noncurrent assets
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
572
|
|
|
$
|
509
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
(b)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
(136
|
)
|
|
(25
|
)
|
|
(45
|
)
|
|
(31
|
)
|
|
(27
|
)
|
||||||||
Noncurrent liabilities
(c)
|
|
(3,292
|
)
|
|
(3,869
|
)
|
|
(1,216
|
)
|
|
(1,345
|
)
|
|
(1,801
|
)
|
|
(2,671
|
)
|
|
(1,809
|
)
|
|
(2,379
|
)
|
||||||||
Funded status
|
|
$
|
(3,292
|
)
|
|
$
|
(3,869
|
)
|
|
$
|
(1,343
|
)
|
|
$
|
(1,481
|
)
|
|
$
|
(1,255
|
)
|
|
$
|
(2,208
|
)
|
|
$
|
(1,841
|
)
|
|
$
|
(2,406
|
)
|
(a)
|
Included primarily in
Other noncurrent assets
.
|
(b)
|
Included in
Accrued compensation and related items
.
|
(c)
|
Included in
Pension benefit obligations, net
and
Postretirement benefit obligations
,
net,
as appropriate.
|
(a)
|
The accumulated actuarial losses primarily represent the impact of changes in discount rates and other assumptions that result in cumulative changes in our projected benefit obligations, as well as the cumulative difference between the expected return and actual return on plan assets. These accumulated actuarial losses are recognized in
Accumulated other comprehensive loss
and are amortized into net periodic benefit costs primarily over the average remaining service period for active participants, using the corridor approach. The average amortization periods utilized are
8.2
years for our U.S. qualified plans,
8.1
years for our U.S. supplemental (non-qualified) plans,
17
years for our international plans, and
9.5 years
for our postretirement plans.
|
106
|
|
2015 Financial Report
|
|
|
|
The following table provides the components of plan assets:
|
||||||||||||||||||||||||||||||||
|
|
|
|
Fair Value
(a)
|
|
|
|
Fair Value
(a)
|
||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
As of December 31, 2015
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
As of December 31, 2014
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
U.S. qualified pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
417
|
|
|
$
|
81
|
|
|
$
|
336
|
|
|
$
|
—
|
|
|
$
|
756
|
|
|
$
|
84
|
|
|
$
|
672
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Global equity securities
|
|
3,720
|
|
|
3,717
|
|
|
2
|
|
|
1
|
|
|
3,394
|
|
|
3,391
|
|
|
2
|
|
|
1
|
|
||||||||
Equity commingled funds
|
|
951
|
|
|
—
|
|
|
825
|
|
|
126
|
|
|
1,647
|
|
|
—
|
|
|
1,500
|
|
|
147
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt securities
|
|
2,866
|
|
|
3
|
|
|
2,861
|
|
|
2
|
|
|
3,013
|
|
|
—
|
|
|
3,008
|
|
|
5
|
|
||||||||
Government and agency obligations
|
|
989
|
|
|
—
|
|
|
989
|
|
|
—
|
|
|
1,124
|
|
|
—
|
|
|
1,124
|
|
|
—
|
|
||||||||
Fixed income commingled funds
|
|
222
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
242
|
|
|
—
|
|
||||||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Partnership investments
(b)
|
|
1,120
|
|
|
—
|
|
|
129
|
|
|
991
|
|
|
1,156
|
|
|
—
|
|
|
198
|
|
|
958
|
|
||||||||
Insurance contracts
|
|
259
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|
—
|
|
||||||||
Other commingled funds
(c)
|
|
1,089
|
|
|
—
|
|
|
—
|
|
|
1,089
|
|
|
1,096
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
||||||||
Total
|
|
11,633
|
|
|
3,801
|
|
|
5,623
|
|
|
2,209
|
|
|
12,706
|
|
|
3,475
|
|
|
7,024
|
|
|
2,207
|
|
||||||||
International pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
207
|
|
|
14
|
|
|
193
|
|
|
—
|
|
|
331
|
|
|
25
|
|
|
306
|
|
|
—
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Global equity securities
|
|
901
|
|
|
815
|
|
|
85
|
|
|
—
|
|
|
1,781
|
|
|
1,674
|
|
|
107
|
|
|
—
|
|
||||||||
Equity commingled funds
|
|
2,218
|
|
|
16
|
|
|
2,119
|
|
|
83
|
|
|
1,851
|
|
|
19
|
|
|
1,832
|
|
|
—
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt securities
|
|
653
|
|
|
171
|
|
|
481
|
|
|
—
|
|
|
773
|
|
|
183
|
|
|
590
|
|
|
—
|
|
||||||||
Government and agency obligations
|
|
1,224
|
|
|
109
|
|
|
1,114
|
|
|
—
|
|
|
1,213
|
|
|
140
|
|
|
1,073
|
|
|
—
|
|
||||||||
Fixed income commingled funds
|
|
1,216
|
|
|
37
|
|
|
1,142
|
|
|
37
|
|
|
1,037
|
|
|
44
|
|
|
969
|
|
|
24
|
|
||||||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Partnership investments
(b)
|
|
58
|
|
|
—
|
|
|
6
|
|
|
52
|
|
|
61
|
|
|
—
|
|
|
6
|
|
|
55
|
|
||||||||
Insurance contracts
|
|
257
|
|
|
—
|
|
|
21
|
|
|
236
|
|
|
425
|
|
|
1
|
|
|
150
|
|
|
274
|
|
||||||||
Other
(c)
|
|
1,227
|
|
|
59
|
|
|
370
|
|
|
798
|
|
|
1,116
|
|
|
46
|
|
|
326
|
|
|
744
|
|
||||||||
Total
|
|
7,959
|
|
|
1,222
|
|
|
5,531
|
|
|
1,206
|
|
|
8,588
|
|
|
2,132
|
|
|
5,359
|
|
|
1,097
|
|
||||||||
U.S. postretirement plans
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
18
|
|
|
1
|
|
|
17
|
|
|
—
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Global equity securities
|
|
64
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
||||||||
Equity commingled funds
|
|
16
|
|
|
—
|
|
|
14
|
|
|
2
|
|
|
44
|
|
|
—
|
|
|
40
|
|
|
4
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt securities
|
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
||||||||
Government and agency obligations
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||||||
Fixed income commingled funds
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Partnership investments
(b)
|
|
19
|
|
|
—
|
|
|
2
|
|
|
17
|
|
|
30
|
|
|
—
|
|
|
5
|
|
|
25
|
|
||||||||
Insurance contracts
|
|
429
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
437
|
|
|
—
|
|
|
437
|
|
|
—
|
|
||||||||
Other commingled funds
(c)
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||||||
Total
|
|
$
|
622
|
|
|
$
|
64
|
|
|
$
|
521
|
|
|
$
|
38
|
|
|
$
|
762
|
|
|
$
|
90
|
|
|
$
|
614
|
|
|
$
|
58
|
|
(a)
|
Fair values are determined based on valuation inputs categorized as Level 1, 2 or 3 (see
Note 1E
).
|
(b)
|
Primarily includes investments in private equity, private debt, public equity limited partnerships, and, to a lesser extent, real estate and venture capital.
|
(c)
|
Primarily includes, for U.S. plan assets, investments in hedge funds and, to a lesser extent, real estate and, for international plan assets, investments in real estate and hedge funds.
|
(d)
|
Reflects postretirement plan assets, which support a portion of our U.S. retiree medical plans.
|
2015 Financial Report
|
|
107
|
|
|
|
The following table provides an analysis of the changes in our more significant investments valued using significant unobservable inputs:
|
||||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
|
U.S. Qualified Pension Plans
|
|
International Pension Plans
|
||||||||||||||||||||||||||||
|
|
Partnership investments
|
|
Other commingled funds
|
|
Insurance contracts
|
|
Other
|
||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||||
Fair value, beginning
|
|
$
|
958
|
|
|
$
|
932
|
|
|
$
|
1,096
|
|
|
$
|
715
|
|
|
$
|
274
|
|
|
$
|
300
|
|
|
$
|
744
|
|
|
$
|
500
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets held, ending
|
|
84
|
|
|
104
|
|
|
(8
|
)
|
|
47
|
|
|
16
|
|
|
23
|
|
|
25
|
|
|
47
|
|
||||||||
Assets sold during the period
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
8
|
|
||||||||
Purchases, sales and settlements, net
|
|
(51
|
)
|
|
(78
|
)
|
|
35
|
|
|
341
|
|
|
(17
|
)
|
|
(20
|
)
|
|
73
|
|
|
254
|
|
||||||||
Transfer into/(out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||||
Exchange rate changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(29
|
)
|
|
(47
|
)
|
|
(46
|
)
|
||||||||
Fair value, ending
|
|
$
|
991
|
|
|
$
|
958
|
|
|
$
|
1,089
|
|
|
$
|
1,096
|
|
|
$
|
236
|
|
|
$
|
274
|
|
|
$
|
798
|
|
|
$
|
744
|
|
•
|
Cash and cash equivalents, Equity commingled funds, Fixed-income commingled funds––observable prices.
|
•
|
Global equity securities—quoted market prices.
|
•
|
Government and agency obligations, Corporate debt securities—observable market prices.
|
•
|
Other investments—principally unobservable inputs that are significant to the estimation of fair value. These unobservable inputs could include, for example, the investment managers’ assumptions about earnings multiples and future cash flows.
|
(a)
|
Actual percentage of plan assets in Other Investments for 2015 includes
$259 million
related to a group fixed annuity insurance contract that was executed by legacy Wyeth for certain members of its defined benefit plans prior to Pfizer acquiring the company in 2009, and
$129 million
related to an investment in a partnership whose primary holdings are public equity securities.
|
108
|
|
2015 Financial Report
|
|
|
|
The following table provides the expected future cash flow information related to our benefit plans:
|
||||||||||||||||
|
|
Pension Plans
|
|
|
||||||||||||
(MILLIONS OF DOLLARS)
|
|
U.S. Qualified
|
|
U.S. Supplemental
(Non-Qualified)
|
|
International
|
|
Postretirement Plans
|
|
|||||||
Expected employer contributions:
|
|
|
|
|
|
|
|
|
||||||||
2016
(a)
|
|
$
|
1,000
|
|
|
$
|
126
|
|
|
$
|
170
|
|
|
$
|
(9
|
)
|
Expected benefit payments:
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
$
|
1,000
|
|
|
$
|
126
|
|
|
$
|
350
|
|
|
$
|
198
|
|
2017
|
|
1,655
|
|
|
121
|
|
|
348
|
|
|
205
|
|
||||
2018
|
|
985
|
|
|
125
|
|
|
352
|
|
|
208
|
|
||||
2019
|
|
947
|
|
|
110
|
|
|
359
|
|
|
208
|
|
||||
2020
|
|
959
|
|
|
114
|
|
|
370
|
|
|
207
|
|
||||
2021–2025
|
|
4,517
|
|
|
512
|
|
|
1,959
|
|
|
1,001
|
|
(a)
|
For the U.S. qualified plans, the
$1.0 billion
voluntary contribution was paid in January 2016. For the U.S. postretirement plans, the Internal Revenue Code 401(h) reimbursement in January 2016 totaling
$198 million
is expected to exceed the payments.
|
2015 Financial Report
|
|
109
|
|
|
|
(a)
|
Includes approximately
151 million
shares purchased for
$5.2 billion
pursuant to the accelerated share repurchase agreement as well as other share repurchases through year-end 2015.
|
110
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
111
|
|
|
|
The following table provides data related to all RSU activity:
|
||||||||||||
(MILLIONS OF DOLLARS)
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
|
2014
|
|
|
2013
|
|
|||||
Total fair value of shares vested
|
|
$
|
371
|
|
|
$
|
401
|
|
|
$
|
379
|
|
Total compensation cost related to nonvested RSU awards not yet recognized, pre-tax
|
|
$
|
279
|
|
|
$
|
255
|
|
|
$
|
239
|
|
Weighted-average period over which RSU cost is expected to be recognized (years)
|
|
1.8
|
|
|
1.8
|
|
|
1.8
|
|
(a)
|
Determined using a constant dividend yield during the expected term of the option.
|
(b)
|
Determined using the interpolated yield on U.S. Treasury zero-coupon issues.
|
(c)
|
Determined using implied volatility, after consideration of historical volatility.
|
(d)
|
Determined using historical exercise and post-vesting termination patterns.
|
(a)
|
Market price of underlying Pfizer common stock less exercise price.
|
(b)
|
The number of options expected to vest takes into account an estimate of expected forfeitures.
|
112
|
|
2015 Financial Report
|
|
|
|
(a)
|
Determined using a constant dividend yield during the expected term of the TSRU.
|
(b)
|
Determined using the interpolated yield on U.S. Treasury zero-coupon issues.
|
(c)
|
Determined using implied volatility, after consideration of historical volatility.
|
2015 Financial Report
|
|
113
|
|
|
|
The following table summarizes all TSRU activity during 2015:
|
|
|
|||||||||
|
|
Share Units
(Thousands)
|
|
|
Weighted-Average
Grant-Date
Fair Value
Per Share Unit
|
|
|
Weighted-Average
Grant Price
Per Share Unit
|
|
||
Nonvested, December 31, 2014
|
|
20,935
|
|
|
$
|
5.29
|
|
|
$
|
26.40
|
|
Granted
|
|
6,394
|
|
|
6.66
|
|
|
34.54
|
|
||
Vested
|
|
(8,050
|
)
|
|
4.51
|
|
|
21.22
|
|
||
Forfeited
|
|
(1,212
|
)
|
|
6.22
|
|
|
31.44
|
|
||
Nonvested, December 31, 2015
|
|
18,067
|
|
|
$
|
6.07
|
|
|
$
|
31.27
|
|
(a)
|
In 2015, we settled
4,247,428
share units with a weighted-average grant price of
$17.69
per share unit.
|
The following table provides data related to all TSRU activity:
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS, EXCEPT PER TSRU AMOUNTS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Weighted-average grant-date fair value per TSRU
|
|
$
|
6.66
|
|
|
$
|
6.51
|
|
|
$
|
5.14
|
|
Total compensation cost related to nonvested TSRU grants not yet recognized, pre-tax
|
|
$
|
29
|
|
|
$
|
30
|
|
|
$
|
31
|
|
Weighted-average period over which TSRU cost is expected to be recognized (years)
|
|
1.8
|
|
|
1.8
|
|
|
1.6
|
|
114
|
|
2015 Financial Report
|
|
|
|
The following table provides data related to all PSA activity:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total fair value of shares vested
|
|
$
|
14
|
|
|
$
|
39
|
|
|
$
|
40
|
|
Total compensation cost related to nonvested PSA grants not yet recognized, pre-tax
|
|
$
|
24
|
|
|
$
|
21
|
|
|
$
|
25
|
|
Weighted-average period over which PSA cost is expected to be recognized (years)
|
|
1.9
|
|
|
1.7
|
|
|
1.7
|
|
The following table provides the detailed calculation of
Earnings per common share (EPS):
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(IN MILLIONS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
EPS Numerator––Basic
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
|
$
|
6,975
|
|
|
$
|
9,119
|
|
|
$
|
11,410
|
|
Less: Net income attributable to noncontrolling interests
|
|
26
|
|
|
32
|
|
|
30
|
|
|||
Income from continuing operations attributable to Pfizer Inc.
|
|
6,949
|
|
|
9,087
|
|
|
11,380
|
|
|||
Less: Preferred stock dividends––net of tax
|
|
1
|
|
|
1
|
|
|
2
|
|
|||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
6,948
|
|
|
9,086
|
|
|
11,378
|
|
|||
Discontinued operations––net of tax
|
|
11
|
|
|
48
|
|
|
10,662
|
|
|||
Less: Discontinued operations––net of tax, attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
39
|
|
|||
Discontinued operations––net of tax, attributable to Pfizer Inc. common shareholders
|
|
11
|
|
|
48
|
|
|
10,623
|
|
|||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
6,959
|
|
|
$
|
9,134
|
|
|
$
|
22,001
|
|
EPS Numerator––Diluted
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations attributable to Pfizer Inc. common shareholders and assumed conversions
|
|
$
|
6,948
|
|
|
$
|
9,087
|
|
|
$
|
11,380
|
|
Discontinued operations––net of tax, attributable to Pfizer Inc. common shareholders and assumed conversions
|
|
11
|
|
|
48
|
|
|
10,623
|
|
|||
Net income attributable to Pfizer Inc. common shareholders and assumed conversions
|
|
$
|
6,960
|
|
|
$
|
9,135
|
|
|
$
|
22,003
|
|
EPS Denominator
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of common shares outstanding––Basic
|
|
6,176
|
|
|
6,346
|
|
|
6,813
|
|
|||
Common-share equivalents: stock options, stock issuable under employee compensation plans, convertible preferred stock and accelerated share repurchase agreement
|
|
81
|
|
|
78
|
|
|
82
|
|
|||
Weighted-average number of common shares outstanding––Diluted
|
|
6,257
|
|
|
6,424
|
|
|
6,895
|
|
|||
Stock options that had exercise prices greater than the average market price of our common stock issuable under employee compensation plans
(a)
|
|
50
|
|
|
44
|
|
|
43
|
|
(a)
|
These common stock equivalents were outstanding for the years ended
December 31, 2015
,
2014
and
2013
, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.
|
The future minimum rental commitments under non-cancelable operating leases follow:
|
||||||||||||||||||||||||
(MILLIONS OF DOLLARS)
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
After 2020
|
|
||||||
Lease commitments
|
|
$
|
202
|
|
|
$
|
196
|
|
|
$
|
170
|
|
|
$
|
143
|
|
|
$
|
119
|
|
|
$
|
1,002
|
|
2015 Financial Report
|
|
115
|
|
|
|
•
|
Patent litigation, which typically involves challenges to the coverage and/or validity of our patents on various products, processes or dosage forms. We are the plaintiff in the vast majority of these actions. An adverse outcome in actions in which we are the plaintiff could result in a loss of patent protection for the drug at issue, a significant loss of revenues from that drug and impairments of any associated assets.
|
•
|
Product liability and other product-related litigation, which can include personal injury, consumer, off-label promotion, securities, antitrust and breach of contract claims, among others, often involves highly complex issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters.
|
•
|
Commercial and other matters, which can include merger-related and product-pricing claims and environmental claims and proceedings, can involve complexities that will vary from matter to matter.
|
•
|
Government investigations, which often are related to the extensive regulation of pharmaceutical companies by national, state and local government agencies in the U.S. and in other countries.
|
116
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
117
|
|
|
|
118
|
|
2015 Financial Report
|
|
|
|
•
|
Personal Injury Actions
|
•
|
Antitrust Actions
|
•
|
Whistleblower Action
|
•
|
Antitrust Actions
|
2015 Financial Report
|
|
119
|
|
|
|
•
|
Personal Injury Actions
|
120
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
121
|
|
|
|
122
|
|
2015 Financial Report
|
|
|
|
•
|
The selling, informational and administrative expenses were allocated using proportional allocation methods based on associated selling costs, revenues or product-specific costs, as applicable.
|
•
|
The research and development expenses were allocated based on product-specific R&D costs or revenue metrics, as applicable.
|
Innovative Products Business
|
|
Established Products Business
|
||
Global Innovative Pharmaceutical segment:
GIP focuses on developing and commercializing novel, value-creating medicines that significantly improve patients’ lives. Key therapeutic areas include inflammation/immunology, cardiovascular/metabolic, neuroscience/pain and rare diseases and include leading brands, such as Xeljanz, Eliquis, Lyrica (U.S. and Japan), Enbrel (outside the U.S. and Canada) and Viagra (U.S. and Canada).
|
|
Global Vaccines, Oncology and Consumer Healthcare segment:
VOC focuses on the development and commercialization of vaccines and products for oncology and consumer healthcare. Consumer Healthcare manufactures and markets several well known, over-the-counter (OTC) products. Each of the three businesses in VOC operates as a separate, global business, with distinct specialization in terms of the science and market approach necessary to deliver value to consumers and patients.
|
|
Global Established Pharmaceutical segment:
GEP includes legacy brands that have lost or will soon lose market exclusivity in both developed and emerging markets, branded generics, generic sterile injectable products, biosimilars and infusion systems.
|
2015 Financial Report
|
|
123
|
|
|
|
•
|
WRD, which is generally responsible for research projects until proof-of-concept is achieved and then for transitioning those projects to the appropriate operating segment for possible clinical and commercial development. R&D spending may include upfront and milestone payments for intellectual property rights. This organization also has responsibility for certain science-based and other platform-services organizations, which provide technical expertise and other services to the various R&D projects. WRD is also responsible for facilitating all regulatory submissions and interactions with regulatory agencies, including all safety-event activities.
|
•
|
Pfizer Medical, which, during the years 2013 through 2015, was responsible for the provision of medical information to healthcare providers, patients and other parties, transparency and disclosure activities, clinical trial results publication, grants for healthcare quality improvement and medical education, partnerships with global public health and medical associations, regulatory inspection readiness reviews, internal audits of Pfizer-sponsored clinical trials and internal regulatory compliance processes.
|
•
|
Corporate, representing platform functions (such as worldwide technology, global real estate operations, legal, finance, human resources, worldwide public affairs, compliance and worldwide procurement) and certain compensation and other corporate costs, such as interest income and expense, and gains and losses on investments.
|
•
|
Other unallocated costs, representing overhead expenses associated with our manufacturing and commercial operations not directly attributable to an operating segment.
|
•
|
Certain transactions and events such as (i) purchase accounting adjustments, where we incur expenses associated with the amortization of fair value adjustments to inventory, intangible assets and property, plant and equipment; (ii) acquisition-related costs, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company; and (iii) certain significant items, which include non-acquisition-related restructuring costs, as well as costs incurred for legal settlements, asset impairments and disposals of assets or businesses, including, as applicable, any associated transition activities.
|
(a)
|
Income from continuing operations before provision for taxes on income.
|
(b)
|
Certain production facilities are shared. Depreciation is allocated based on estimates of physical production. Amounts here relate solely to the depreciation and amortization associated with continuing operations.
|
(c)
|
On September 3, 2015, we acquired Hospira. Commencing from the acquisition date, and in accordance with our domestic and international reporting periods, our consolidated statement of income for the year ended
December 31, 2015
reflects four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations. See
Note 2A
for additional information.
|
(d)
|
Other business activities includes the revenues and operating results of Pfizer CentreSource, our contract manufacturing and bulk pharmaceutical chemical sales operation, which in 2015 includes the revenues and expenses related to our manufacturing and supply agreements with Zoetis. Other business activities also includes the costs managed by our WRD organization and our Pfizer Medical organization.
|
(e)
|
For a description, see the “Other Costs and Business Activities” section above.
|
(f)
|
Certain significant items are substantive, unusual items that, either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis.
|
124
|
|
2015 Financial Report
|
|
|
|
The following table provides revenues by geographic area:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
United States
(a)
|
|
$
|
21,704
|
|
|
$
|
19,073
|
|
|
$
|
20,274
|
|
Developed Europe
(a), (b)
|
|
9,714
|
|
|
11,719
|
|
|
11,739
|
|
|||
Developed Rest of World
(a), (c)
|
|
6,298
|
|
|
7,314
|
|
|
8,346
|
|
|||
Emerging Markets
(a), (d)
|
|
11,136
|
|
|
11,499
|
|
|
11,225
|
|
|||
Revenues
|
|
$
|
48,851
|
|
|
$
|
49,605
|
|
|
$
|
51,584
|
|
(a)
|
On September 3, 2015, we acquired Hospira. Commencing from the acquisition date, and in accordance with our domestic and international reporting periods, our consolidated statement of income for the year ended
December 31, 2015
reflects four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations. See
Note 2A
for additional information.
|
(b)
|
Developed Europe region includes the following markets: Western Europe, Finland and the Scandinavian countries. Revenues denominated in euros were
$7.4 billion
in
2015
,
$9.0 billion
in
2014
and
$8.9 billion
in
2013
.
|
(c)
|
Developed Rest of World region includes the following markets: Australia, Canada, Japan, New Zealand and South Korea.
|
(d)
|
Emerging Markets region includes, but is not limited to, the following markets: Asia (excluding Japan and South Korea), Latin America, Africa, Eastern Europe, Central Europe, the Middle East and Turkey.
|
(a)
|
Reflects legacy Hospira amounts in 2015 commencing on the Hospira acquisition date, September 3, 2015.
|
(b)
|
Developed Europe region includes the following markets: Western Europe, Finland and the Scandinavian countries.
|
(c)
|
Developed Rest of World region includes the following markets: Australia, Canada, Japan, New Zealand, and South Korea.
|
(d)
|
Emerging Markets region includes, but is not limited to, the following markets: Asia (excluding Japan and South Korea), Latin America, Africa, Eastern Europe, Central Europe, the Middle East and Turkey.
|
2015 Financial Report
|
|
125
|
|
|
|
126
|
|
2015 Financial Report
|
|
|
|
The following table provides detailed revenue information:
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(MILLIONS OF DOLLARS)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
INNOVATIVE PRODUCTS BUSINESS
(a)
|
|
$
|
26,758
|
|
|
$
|
24,005
|
|
|
$
|
23,602
|
|
GIP
(a)
|
|
$
|
13,954
|
|
|
$
|
13,861
|
|
|
$
|
14,317
|
|
Lyrica GIP
(b)
|
|
3,655
|
|
|
3,350
|
|
|
2,965
|
|
|||
Enbrel (Outside the U.S. and Canada)
|
|
3,333
|
|
|
3,850
|
|
|
3,774
|
|
|||
Viagra GIP
(c)
|
|
1,297
|
|
|
1,181
|
|
|
1,180
|
|
|||
BeneFIX
|
|
752
|
|
|
856
|
|
|
832
|
|
|||
Chantix/Champix
|
|
671
|
|
|
647
|
|
|
648
|
|
|||
Genotropin
|
|
617
|
|
|
723
|
|
|
772
|
|
|||
Refacto AF/Xyntha
|
|
533
|
|
|
631
|
|
|
602
|
|
|||
Xeljanz
|
|
523
|
|
|
308
|
|
|
114
|
|
|||
Toviaz
|
|
267
|
|
|
288
|
|
|
236
|
|
|||
BMP2
|
|
232
|
|
|
228
|
|
|
209
|
|
|||
Somavert
|
|
218
|
|
|
229
|
|
|
217
|
|
|||
Rapamune
|
|
197
|
|
|
339
|
|
|
350
|
|
|||
Alliance revenue GIP
(d) (o)
|
|
1,254
|
|
|
762
|
|
|
1,878
|
|
|||
All other GIP
(e)
|
|
405
|
|
|
469
|
|
|
540
|
|
|||
VOC
(a)
|
|
$
|
12,803
|
|
|
$
|
10,144
|
|
|
$
|
9,285
|
|
Prevnar family
(f)
|
|
6,245
|
|
|
4,464
|
|
|
3,974
|
|
|||
Sutent
|
|
1,120
|
|
|
1,174
|
|
|
1,204
|
|
|||
Ibrance
|
|
723
|
|
|
—
|
|
|
—
|
|
|||
Xalkori
|
|
488
|
|
|
438
|
|
|
282
|
|
|||
Inlyta
|
|
430
|
|
|
410
|
|
|
319
|
|
|||
FSME-IMMUN/TicoVac
|
|
104
|
|
|
—
|
|
|
—
|
|
|||
All other V/O
(e)
|
|
298
|
|
|
211
|
|
|
164
|
|
|||
Consumer Healthcare
|
|
3,395
|
|
|
3,446
|
|
|
3,342
|
|
|||
ESTABLISHED PRODUCTS BUSINESS
(g)
|
|
$
|
21,587
|
|
|
$
|
25,149
|
|
|
$
|
27,619
|
|
Legacy Established Products
(h)
|
|
$
|
11,745
|
|
|
$
|
13,016
|
|
|
$
|
14,089
|
|
Lipitor
|
|
1,860
|
|
|
2,061
|
|
|
2,315
|
|
|||
Premarin family
|
|
1,018
|
|
|
1,076
|
|
|
1,092
|
|
|||
Norvasc
|
|
991
|
|
|
1,112
|
|
|
1,229
|
|
|||
Xalatan/Xalacom
|
|
399
|
|
|
495
|
|
|
589
|
|
|||
Zoloft
|
|
374
|
|
|
423
|
|
|
469
|
|
|||
Relpax
|
|
352
|
|
|
382
|
|
|
359
|
|
|||
EpiPen
|
|
339
|
|
|
294
|
|
|
273
|
|
|||
Effexor
|
|
288
|
|
|
344
|
|
|
440
|
|
|||
Zithromax/Zmax
|
|
275
|
|
|
311
|
|
|
387
|
|
|||
Xanax/Xanax XR
|
|
224
|
|
|
253
|
|
|
276
|
|
|||
Cardura
|
|
210
|
|
|
263
|
|
|
296
|
|
|||
Neurontin
|
|
196
|
|
|
210
|
|
|
216
|
|
|||
Diflucan
|
|
181
|
|
|
208
|
|
|
238
|
|
|||
Tikosyn
|
|
179
|
|
|
141
|
|
|
119
|
|
|||
Depo-Provera
|
|
170
|
|
|
201
|
|
|
191
|
|
|||
Unasyn
|
|
118
|
|
|
96
|
|
|
84
|
|
|||
All other Legacy Established Products
(e), (o)
|
|
4,571
|
|
|
5,145
|
|
|
5,516
|
|
|||
Peri-LOE Products
(i)
|
|
$
|
5,326
|
|
|
$
|
8,855
|
|
|
$
|
10,151
|
|
Lyrica GEP
(b)
|
|
1,183
|
|
|
1,818
|
|
|
1,629
|
|
|||
Zyvox
|
|
883
|
|
|
1,352
|
|
|
1,353
|
|
|||
Celebrex
|
|
830
|
|
|
2,699
|
|
|
2,918
|
|
|||
Pristiq
|
|
715
|
|
|
737
|
|
|
698
|
|
|||
Vfend
|
|
682
|
|
|
756
|
|
|
775
|
|
|||
Viagra GEP
(c)
|
|
411
|
|
|
504
|
|
|
701
|
|
|||
Revatio
|
|
260
|
|
|
276
|
|
|
307
|
|
|||
All other Peri-LOE Products
(e)
|
|
362
|
|
|
714
|
|
|
1,770
|
|
|||
Sterile Injectable Pharmaceuticals
(j)
|
|
$
|
3,944
|
|
|
$
|
3,277
|
|
|
$
|
3,378
|
|
Medrol
|
|
402
|
|
|
381
|
|
|
398
|
|
|||
Sulperazon
|
|
339
|
|
|
354
|
|
|
309
|
|
|||
Fragmin
|
|
335
|
|
|
364
|
|
|
359
|
|
|||
Tygacil
|
|
304
|
|
|
323
|
|
|
358
|
|
|||
All other Sterile Injectable Pharmaceuticals
(e)
|
|
2,563
|
|
|
1,855
|
|
|
1,954
|
|
|||
Infusion Systems
(k)
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Biosimilars
(l)
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other Established Products
(m)
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
OTHER
(n)
|
|
$
|
506
|
|
|
$
|
451
|
|
|
$
|
364
|
|
Revenues
|
|
$
|
48,851
|
|
|
$
|
49,605
|
|
|
$
|
51,584
|
|
Total Lyrica
(b)
|
|
$
|
4,839
|
|
|
$
|
5,168
|
|
|
$
|
4,595
|
|
Total Viagra
(c)
|
|
$
|
1,708
|
|
|
$
|
1,685
|
|
|
$
|
1,881
|
|
Total Alliance revenues
(o)
|
|
$
|
1,312
|
|
|
$
|
957
|
|
|
$
|
2,628
|
|
2015 Financial Report
|
|
127
|
|
|
|
(a)
|
The Innovative Products business is composed of
two
operating segments: GIP and VOC.
|
(b)
|
Lyrica revenues from all of Europe, Russia, Turkey, Israel and Central Asia countries are included in Lyrica-GEP. All other Lyrica revenues are included in Lyrica-GIP. Total Lyrica revenues represent the aggregate of worldwide revenues from Lyrica-GIP and Lyrica-GEP.
|
(c)
|
Viagra revenues from the U.S. and Canada are included in Viagra-GIP. All other Viagra revenues are included in Viagra-GEP. Total Viagra revenues represent the aggregate of worldwide revenues from Viagra-GIP and Viagra-GEP.
|
(d)
|
Includes Eliquis, Rebif and Enbrel (in the U.S. and Canada through October 31, 2013).
|
(e)
|
All other GIP and All other V/O are a subset of GIP and VOC, respectively. All other Legacy Established Products, All other Peri-LOE Products and All other Sterile Injectable Pharmaceuticals are subsets of Established Products.
|
(f)
|
In 2015, all revenues were composed of Prevnar 13/Prevenar 13. In 2014 and 2013, revenues were composed of the Prevnar family of products, which included Prevnar 13/Prevenar 13 and, to a much lesser extent, Prevenar (7-valent).
|
(g)
|
The Established Products business consists of GEP, which includes all legacy Hospira commercial operations. Commencing from the acquisition date, September 3, 2015, and in accordance with our domestic and international reporting periods, our consolidated statement of income, primarily GEP’s operating results, for the year ended
December 31, 2015
reflects four months of legacy Hospira U.S. operations and three months of legacy Hospira international operations.
|
(h)
|
Legacy Established Products include products that lost patent protection (excluding Sterile Injectable Pharmaceuticals and Peri-LOE Products).
|
(i)
|
Peri-LOE Products include products that have recently lost or are anticipated to soon lose patent protection. These products primarily include Celebrex, Zyvox and Revatio in most developed markets, Lyrica in the EU, Pristiq in the U.S. and Inspra in the EU.
|
(j)
|
Sterile Injectable Pharmaceuticals include generic injectables and proprietary specialty injectables (excluding Peri-LOE Products).
|
(k)
|
Infusion Systems include Medication Management Systems products composed of infusion pumps and related software and services, as well as I.V. Infusion Products, including large volume I.V. solutions and their associated administration sets.
|
(l)
|
Biosimilars include Inflectra (biosimilar infliximab), Nivestim (biosimilar filgrastim) and Retacrit (biosimilar epoetin zeta) in certain international markets.
|
(m)
|
Includes legacy Hospira’s One-to-One contract manufacturing and bulk pharmaceutical chemical sales organizations.
|
(n)
|
Other includes revenues from Pfizer CentreSource, our contract manufacturing and bulk pharmaceutical chemical sales organization, and revenues related to our manufacturing and supply agreements with Zoetis.
|
(o)
|
Total Alliance revenues represent the aggregate of worldwide revenues from Alliance revenues GIP and Alliance revenues GEP, which is included in All other Legacy Established Products.
|
128
|
|
2015 Financial Report
|
|
|
|
2015 Financial Report
|
|
129
|
|
|
|
Quarter
|
||||||||||||||
(MILLIONS OF DOLLARS, EXCEPT PER COMMON SHARE DATA)
|
|
First
|
|
Second
|
|
Third
(a)
|
|
Fourth
(b)
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
10,864
|
|
|
$
|
11,853
|
|
|
$
|
12,087
|
|
|
$
|
14,047
|
|
Costs and expenses
(c)
|
|
7,722
|
|
|
8,228
|
|
|
8,808
|
|
|
13,976
|
|
||||
Restructuring charges and certain acquisition-related costs
(d), (e)
|
|
60
|
|
|
86
|
|
|
581
|
|
|
425
|
|
||||
Income/(loss) from continuing operations before provision for taxes on income
|
|
3,082
|
|
|
3,539
|
|
|
2,697
|
|
|
(354
|
)
|
||||
Provision/(benefit) for taxes on income
|
|
706
|
|
|
905
|
|
|
567
|
|
|
(188
|
)
|
||||
Income/(loss) from continuing operations
|
|
2,376
|
|
|
2,635
|
|
|
2,130
|
|
|
(166
|
)
|
||||
Discontinued operations—net of tax
|
|
5
|
|
|
1
|
|
|
8
|
|
|
(3
|
)
|
||||
Net income/(loss) before allocation to noncontrolling interests
|
|
2,381
|
|
|
2,635
|
|
|
2,139
|
|
|
(169
|
)
|
||||
Less: Net income attributable to noncontrolling interests
|
|
6
|
|
|
9
|
|
|
9
|
|
|
3
|
|
||||
Net income/(loss) attributable to Pfizer Inc.
|
|
$
|
2,376
|
|
|
$
|
2,626
|
|
|
$
|
2,130
|
|
|
$
|
(172
|
)
|
Earnings/(loss) per common share—basic:
|
|
|
|
|
|
|
|
|
||||||||
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
0.38
|
|
|
$
|
0.43
|
|
|
$
|
0.34
|
|
|
$
|
(0.03
|
)
|
Discontinued operations—net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income/(loss) attributable to Pfizer Inc. common shareholders
|
|
$
|
0.38
|
|
|
$
|
0.43
|
|
|
$
|
0.35
|
|
|
$
|
(0.03
|
)
|
Earnings/(loss) per common share—diluted:
|
|
|
|
|
|
|
|
|
||||||||
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
0.38
|
|
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
(0.03
|
)
|
Discontinued operations—net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income/(loss) attributable to Pfizer Inc. common shareholders
|
|
$
|
0.38
|
|
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends paid per common share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
Stock prices
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
35.45
|
|
|
$
|
35.53
|
|
|
$
|
36.46
|
|
|
$
|
36.07
|
|
Low
|
|
$
|
31.01
|
|
|
$
|
33.21
|
|
|
$
|
28.47
|
|
|
$
|
30.64
|
|
(a)
|
In accordance with our domestic and international reporting periods, our consolidated statement of income for the third quarter of 2015 reflects one month of legacy Hospira U.S. operations but do not include any financial results from legacy Hospira international operations.
|
(b)
|
In accordance with our domestic and international reporting periods, our consolidated statement of income for the fourth quarter of 2015 reflects three months of legacy Hospira global operations.
|
(c)
|
The fourth quarter of
2015
historically reflects higher costs in
Cost of sales, Selling, informational and administrative expenses
and
Research and development expenses.
The fourth quarter of 2015 includes (i) charges of $878 million related to Venezuela resulting from foreign currency loss (
$806 million
) and an inventory impairment charge ($72 million); (ii) a charge of $784.6 million for an agreement in principle to settle claims relating to Protonix;
(iii) charges of $491 million related to pension settlements; (iv) a benefit of $306 million resulting from a change in the profit deferred in inventory relating to inventory that had not been sold to third parties; and (v) a charge of $245 million related to the write-down of assets to net realizable value, which is primarily recorded in
Other
(
income)/deductions
––
net.
|
(d)
|
The third quarter of 2015 reflects (i) restructuring charges of $469 million for employee termination costs, asset impairments and other exit costs largely associated with our acquisition of Hospira; (ii) transaction costs, such as banking, legal, accounting and other similar services, directly related to our acquisition of Hospira of $64 million; and (iii) integration costs, representing external, incremental costs directly related to integrating acquired businesses, and primarily include expenditures for consulting and the integration of systems and processes of $48 million, largely related to our acquisition of Hospira.
|
(e)
|
The fourth quarter of 2015 reflects (i) restructuring charges of
$256 million
for employee termination costs, asset impairments and other exit costs, which are largely associated with our acquisition of Hospira; (ii) transaction costs, such as banking, legal, accounting and other similar services, directly related to our pending combination with Allergan plc (Allergan) and our acquisition of Hospira of
$52 million
; and (iii) integration costs, representing external, incremental costs directly related to integrating acquired businesses, and primarily include expenditures for consulting and the integration of systems and processes, of
$116 million
, primarily related to our acquisition of Hospira.
|
130
|
|
2015 Financial Report
|
|
|
|
Quarter
|
||||||||||||||
(MILLIONS OF DOLLARS, EXCEPT PER COMMON SHARE DATA)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
11,353
|
|
|
$
|
12,773
|
|
|
$
|
12,361
|
|
|
$
|
13,118
|
|
Costs and expenses
(a)
|
|
8,448
|
|
|
8,689
|
|
|
8,793
|
|
|
11,185
|
|
||||
Restructuring charges and certain acquisition-related costs
(b)
|
|
58
|
|
|
81
|
|
|
(19
|
)
|
|
130
|
|
||||
Income from continuing operations before provision/(benefit) for taxes on income
|
|
2,847
|
|
|
4,003
|
|
|
3,587
|
|
|
1,803
|
|
||||
Provision/(benefit) for taxes on income
|
|
582
|
|
|
1,082
|
|
|
911
|
|
|
545
|
|
||||
Income from continuing operations
|
|
2,265
|
|
|
2,921
|
|
|
2,676
|
|
|
1,257
|
|
||||
Discontinued operations—net of tax
|
|
73
|
|
|
—
|
|
|
(3
|
)
|
|
(21
|
)
|
||||
Net income before allocation to noncontrolling interests
|
|
2,338
|
|
|
2,921
|
|
|
2,672
|
|
|
1,236
|
|
||||
Less: Net income attributable to noncontrolling interests
|
|
9
|
|
|
9
|
|
|
6
|
|
|
8
|
|
||||
Net income attributable to Pfizer Inc.
|
|
$
|
2,329
|
|
|
$
|
2,912
|
|
|
$
|
2,666
|
|
|
$
|
1,228
|
|
Earnings per common share—basic:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
$
|
0.20
|
|
Discontinued operations—net of tax
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
0.36
|
|
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
$
|
0.20
|
|
Earnings per common share—diluted:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.20
|
|
Discontinued operations—net of tax
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
0.36
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends paid per common share
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Stock prices
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
32.96
|
|
|
$
|
32.69
|
|
|
$
|
31.31
|
|
|
$
|
33.12
|
|
Low
|
|
$
|
29.66
|
|
|
$
|
28.77
|
|
|
$
|
27.87
|
|
|
$
|
27.51
|
|
(a)
|
The fourth quarter of
2014
reflects historically higher costs in
Cost of sales,
Selling, informational and administrative expenses
and
Research and development expenses
.
|
(b)
|
The fourth quarter of
2014
reflects higher employee termination costs.
|
2015 Financial Report
|
|
131
|
|
|
|
|
|
Year Ended/As of December 31,
(a)
|
||||||||||||||||||
(MILLIONS, EXCEPT PER COMMON SHARE DATA)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Revenues
(b)
|
|
$
|
48,851
|
|
|
$
|
49,605
|
|
|
$
|
51,584
|
|
|
$
|
54,657
|
|
|
$
|
61,035
|
|
Income from continuing operations
(b)
|
|
6,975
|
|
|
9,119
|
|
|
11,410
|
|
|
9,021
|
|
|
7,860
|
|
|||||
Total assets
(b), (c)
|
|
167,460
|
|
|
167,566
|
|
|
170,415
|
|
|
182,974
|
|
|
184,629
|
|
|||||
Long-term obligations
(b), (c), (d)
|
|
73,064
|
|
|
74,357
|
|
|
73,801
|
|
|
77,758
|
|
|
79,287
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per common share—basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
1.13
|
|
|
$
|
1.43
|
|
|
$
|
1.67
|
|
|
$
|
1.21
|
|
|
$
|
1.00
|
|
Discontinued operations—net of tax
(e)
|
|
—
|
|
|
0.01
|
|
|
1.56
|
|
|
0.75
|
|
|
0.28
|
|
|||||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
1.13
|
|
|
$
|
1.44
|
|
|
$
|
3.23
|
|
|
$
|
1.96
|
|
|
$
|
1.28
|
|
Earnings per common share—diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to Pfizer Inc. common shareholders
|
|
$
|
1.11
|
|
|
$
|
1.41
|
|
|
$
|
1.65
|
|
|
$
|
1.20
|
|
|
$
|
0.99
|
|
Discontinued operations—net of tax
(e)
|
|
—
|
|
|
0.01
|
|
|
1.54
|
|
|
0.74
|
|
|
0.28
|
|
|||||
Net income attributable to Pfizer Inc. common shareholders
|
|
$
|
1.11
|
|
|
$
|
1.42
|
|
|
$
|
3.19
|
|
|
$
|
1.94
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid per common share
|
|
$
|
1.12
|
|
|
$
|
1.04
|
|
|
$
|
0.96
|
|
|
$
|
0.88
|
|
|
$
|
0.80
|
|
(a)
|
Reflects the acquisition of Hospira on September 3, 2015 and the acquisition of King on January 31, 2011.
|
(b)
|
All amounts reflect the June 24, 2013 disposition of Zoetis and its presentation as a discontinued operation in all periods prior to 2014 presented.
|
(c)
|
All amounts reflect the retrospective adoption of a new accounting standard as of December 31, 2015 that requires all deferred tax assets and liabilities to be classified as noncurrent in the balance sheet. See Notes to Consolidated Financial Statements––
Note 1B. Adoption of New Accounting Standards.
|
(d)
|
Defined as
Long-term debt, Pension benefit obligations, net, Postretirement benefit obligations, net, Noncurrent deferred tax liabilities, Other taxes payable
and
Other noncurrent liabilities.
|
(e)
|
Includes (i) the Animal Health (Zoetis) business through June 24, 2013, the date of disposal, (ii) the Nutrition business through November 30, 2012, the date of disposal and (iii) the Capsugel business through August 1, 2011, the date of disposal.
|
132
|
|
2015 Financial Report
|
|
|
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
PFIZER
|
|
$100.0
|
|
$128.8
|
|
$155.1
|
|
195.7
|
|
$206.1
|
|
$220.7
|
PEER GROUP
|
|
$100.0
|
|
$115.0
|
|
$129.2
|
|
171.8
|
|
$193.2
|
|
$196.0
|
S&P 500
|
|
$100.0
|
|
$102.1
|
|
$118.4
|
|
156.8
|
|
$178.2
|
|
$180.7
|
2015 Financial Report
|
|
133
|
Company
|
Where Incorporated or Organized
|
A. H. Robins (Philippines) Company, Inc.
|
Philippines
|
Agouron Pharmaceuticals, Inc.
|
California
|
AH Robins LLC
|
Delaware
|
AHP Holdings B.V.
|
Netherlands
|
AHP Manufacturing B.V.
|
Netherlands
|
Alacer Corp.
|
California
|
Alpharma Holdings Inc.
|
Delaware
|
Alpharma Pharmaceuticals LLC
|
Delaware
|
Alpharma Specialty Pharma Inc.
|
Delaware
|
Alpharma USHP Inc.
|
Delaware
|
American Food Industries LLC
|
Delaware
|
Ayerst-Wyeth Pharmaceuticals LLC
|
Delaware
|
BINESA 2002, S.L.
|
Spain
|
Bioren, LLC
|
Delaware
|
BioRexis Pharmaceutical LLC
|
Delaware
|
Blue Whale Re Ltd.
|
Vermont
|
C.E. Commercial Holdings C.V.
|
Netherlands
|
C.E. Commercial Investments C.V.
|
Netherlands
|
C.E. Holdings Europe C.V.
|
Netherlands
|
C.P. Pharmaceuticals International C.V.
|
Netherlands
|
CICL Corporation
|
Delaware
|
COC I Corporation
|
Delaware
|
Coley Pharmaceutical GmbH
|
Germany
|
Coley Pharmaceutical Group, Inc.
|
Delaware
|
Continental Pharma, Inc.
|
Belgium
|
CovX Research LLC
|
Delaware
|
Covx Technologies Ireland Limited
|
Ireland
|
Cyanamid de Argentina S.A.
|
Delaware
|
Cyanamid de Colombia, S.A.
|
Delaware
|
Cyanamid Inter-American Corporation
|
Delaware
|
Distribuidora Mercantil Centro Americana, S.A.
|
Delaware
|
Encysive Pharmaceuticals Inc.
|
Delaware
|
Esperion LUV Development, Inc.
|
Delaware
|
Excaliard Pharmaceuticals, Inc.
|
Delaware
|
Farminova Produtos Farmaceuticos de Inovacao, Lda.
|
Portugal
|
Farmitalia Carlo Erba Limited
|
United Kingdom
|
Farmogene Productos Farmaceuticos Lda
|
Portugal
|
Ferrosan A/S
|
Denmark
|
Ferrosan Holding A/S
|
Denmark
|
Ferrosan International A/S
|
Denmark
|
Ferrosan S.R.L.
|
Romania
|
FoldRx Pharmaceuticals, Inc.
|
Delaware
|
Fort Dodge Animal Health Limited
|
Uganda
|
Fort Dodge Manufatura Ltda.
|
Brazil
|
FPZ AG
|
Germany
|
FPZ Deutschland den Rϋcken Stärken GmbH
|
Germany
|
Furina Limited
|
Ireland
|
G. D. Searle & Co. Limited
|
United Kingdom
|
G. D. Searle International Capital LLC
|
Delaware
|
G. D. Searle LLC
|
Delaware
|
Genetics Institute, LLC
|
Delaware
|
GenTrac, Inc.
|
Wisconsin
|
GI Europe, Inc.
|
Delaware
|
GI Japan, Inc.
|
Delaware
|
Greenstone LLC
|
Delaware
|
Haptogen Limited
|
United Kingdom
|
HBAF Ltd.
|
Bahamas
|
Hospira
|
Ireland
|
Hospira (China) Enterprise Management Co. Ltd.
|
People’s Republic of China
|
Hospira Adelaide Pty Ltd
|
Australia
|
Hospira Argentina S.R.L.
|
Argentina
|
Hospira Aseptic Services Limited
|
United Kingdom
|
Hospira Australia Pty Ltd
|
Australia
|
Hospira Austria GmbH
|
Austria
|
Hospira Bahamas (Australia) Holdings Ltd.
|
Bahamas
|
Hospira Bahamas (Donegal) Corp.
|
Bahamas
|
Hospira Bahamas (Ireland) Corp.
|
Bahamas
|
Hospira Bahamas (Irish Manufacturing) Ltd.
|
Bahamas
|
Hospira Bahamas Beck Ltd.
|
Bahamas
|
Hospira Bahamas Biologics Ltd.
|
Bahamas
|
Hospira Bahamas International Holdings Ltd.
|
Bahamas
|
Hospira Benelux BVBA
|
Belgium
|
Hospira Boulder, Inc.
|
Delaware
|
Hospira Chile Limitada
|
Chile
|
Hospira Costa Rica Ltd.
|
Bahamas
|
Hospira Czech Republic, s.r.o.
|
Czech Republic
|
Hospira Deutschland GmbH
|
Germany
|
Hospira Enterprises B.V.
|
Netherlands
|
Hospira Finland Oy
|
Finland
|
Hospira Fleet Services, LLC
|
Delaware
|
Hospira France SAS
|
France
|
Hospira Healthcare B.V.
|
Netherlands
|
Hospira Healthcare Corporation
|
Canada
|
Hospira Healthcare India Private Limited
|
India
|
Hospira Holding Ltd.
|
Bahamas
|
Hospira Holdings (S.A.) Pty Ltd
|
Australia
|
Hospira Ireland Holdings
|
Ireland
|
Hospira Ireland Sales Limited
|
Ireland
|
Hospira Italia S.r.l.
|
Italy
|
Hospira Japan Co., Ltd.
|
Japan
|
Hospira Korea Co. Ltd
|
Republic of Korea
|
Hospira Limitada
|
Colombia
|
Hospira Limited
|
Hong Kong
|
Hospira Ltd.
|
Bahamas
|
Hospira Malaysia Sdn Bhd
|
Malaysia
|
Hospira Nordic AB
|
Sweden
|
Hospira NZ Limited
|
New Zealand
|
Hospira Peru SRL
|
Peru
|
Hospira Philippines, Inc.
|
Philippines
|
Hospira Portugal LDA
|
Portugal
|
Hospira Productos Farmaceuticos y Hospitalarios, S.L.
|
Spain
|
Hospira Produtos Hospitalares Ltda.
|
Brazil
|
Hospira Pte. Ltd.
|
Singapore
|
Hospira Pty Limited
|
Australia
|
Hospira Puerto Rico, LLC
|
Delaware
|
Hospira S.p.A.
|
Italy
|
Hospira Schweiz GmbH
|
Switzerland
|
Hospira Singapore Pte Ltd
|
Singapore
|
Hospira Slovakia, s.r.o.
|
Slovakia
|
Hospira UK Limited
|
United Kingdom
|
Hospira Worldwide, Inc.
|
Delaware
|
Hospira Zagreb d.o.o.
|
Croatia
|
Hospira, Inc.
|
Delaware
|
Hospira, S. de R.L. de C.V.
|
Mexico
|
Industrial Santa Agape, S.A.
|
Guatemala
|
InnoPharma Licensing, LLC
|
Delaware
|
InnoPharma, Inc.
|
Delaware
|
Innovative Drug Delivery Systems, Inc.
|
Delaware
|
Instituto Pasteur de Lisboa Virginio Leitao Vieira dos Santos & Filhos S.A.
|
Portugal
|
International Affiliated Corporation LLC
|
Delaware
|
Invicta Farma, S.A.
|
Spain
|
IP Pharmaceuticals India Private Limited
|
India
|
Javelin Pharmaceuticals, Inc.
|
Delaware
|
JMI-Daniels Pharmaceuticals, Inc.
|
Florida
|
John Wyeth & Brother Limited
|
United Kingdom
|
Kiinteistö oy Espoon Pellavaniementie 14
|
Finland
|
King Pharmaceuticals Holdings LLC
|
Delaware
|
King Pharmaceuticals LLC
|
Delaware
|
King Pharmaceuticals Research and Development, Inc.
|
Delaware
|
Korea Pharma Holding Company Limited
|
Hong Kong
|
Laboratoires Pfizer, S.A.
|
Morocco
|
Laboratorios Parke Davis, S.L.
|
Spain
|
Laboratorios Pfizer Ltda.
|
Brazil
|
Laboratórios Pfizer, Lda.
|
Portugal
|
Laboratorios Wyeth LLC
|
Pennsylvania
|
Laboratorios Wyeth S.A.
|
Peru
|
Laboratorios Wyeth S.A.
|
Venezuela
|
Mayne Pharma IP Holdings (Euro) Pty Ltd
|
Australia
|
Meridian Medical Technologies Limited
|
United Kingdom
|
Meridian Medical Technologies, Inc.
|
Delaware
|
Minarik Limited
|
Ireland
|
Monarch Pharmaceuticals, Inc.
|
Tennessee
|
MTG Divestitures LLC
|
Delaware
|
Neusentis Limited
|
United Kingdom
|
NextWave Pharmaceuticals Incorporated
|
Delaware
|
Nordic Sales Group AS
|
Norway
|
PAH USA IN8 LLC
|
Delaware
|
Parke Davis Limited
|
Hong Kong
|
Parke Davis Productos Farmaceuticos Lda
|
Portugal
|
Parke, Davis & Company LLC
|
Michigan
|
Parkedale Pharmaceuticals, Inc.
|
Michigan
|
Parke-Davis Manufacturing Corp.
|
Delaware
|
P-D Co., LLC
|
Delaware
|
Peak Enterprises LLC
|
Delaware
|
PF Americas Holding C.V.
|
Netherlands
|
PF Asia Manufacturing Coöperatief U.A.
|
Netherlands
|
PF PR Holdings C.V.
|
Netherlands
|
PF PRISM C.V.
|
Netherlands
|
PF PRISM Holdings S.a.r.l.
|
Luxembourg
|
PF Prism S.á.r.l.
|
Luxembourg
|
PFE Holdings G.K.
|
Japan
|
PFE Pfizer Holdings 1 LLC
|
Delaware
|
PFE PH 1 LLC
|
Delaware
|
PFE PHAC Inc.
|
Delaware
|
PFE PUC Mexico 1 LLC
|
Delaware
|
PFE PUC Mexico 2 LLC
|
Delaware
|
PFE Wyeth Holdings LLC
|
Delaware
|
PFE Wyeth-Ayerst (Asia) LLC
|
Delaware
|
Pfizer
|
France
|
Pfizer (China) Research and Development Co. Ltd.
|
People’s Republic of China
|
Pfizer (H.K.) Holding Limited
|
Hong Kong
|
Pfizer (Malaysia) Sdn Bhd
|
Malaysia
|
Pfizer (Perth) Pty Limited
|
Australia
|
Pfizer (Thailand) Limited
|
Thailand
|
Pfizer (Wuhan) Research and Development Co. Ltd.
|
People’s Republic of China
|
Pfizer AB
|
Sweden
|
Pfizer Africa & Middle East for Pharmaceuticals, Veterinarian Products & Chemicals S.A.E.
|
Egypt
|
Pfizer Afrique de L'Ouest
|
Senegal
|
Pfizer AG
|
Switzerland
|
Pfizer Animal Health MA EEIG
|
United Kingdom
|
Pfizer ApS
|
Denmark
|
Pfizer AS
|
Norway
|
Pfizer Asia Manufacturing Pte. Ltd.
|
Singapore
|
Pfizer Asia Pacific Pte Ltd.
|
Singapore
|
Pfizer Atlantic Holdings S.a.r.l.
|
Luxembourg
|
Pfizer Australia Holdings B.V.
|
Netherlands
|
Pfizer Australia Holdings Pty Limited
|
Australia
|
Pfizer Australia Investments Pty. Ltd.
|
Australia
|
Pfizer Australia Pty Limited
|
Australia
|
Pfizer B.V.
|
Netherlands
|
Pfizer Baltic Holdings B.V.
|
Netherlands
|
Pfizer BH D.o.o.
|
Bosnia and Herzegovina
|
Pfizer Biofarmacêutica, Sociedade Unipessoal Lda
|
Portugal
|
Pfizer Biologics Ireland Holdings Limited
|
Ireland
|
Pfizer Biotech Corporation
|
Taiwan
|
Pfizer Biotechnology Ireland
|
Ireland
|
Pfizer Bolivia S.A.
|
Bolivia
|
Pfizer Business Enterprises C.V.
|
Netherlands
|
Pfizer Canada Inc.
|
Canada
|
Pfizer CentreSource Asia Pacific Pte. Ltd.
|
Singapore
|
Pfizer Chile S.A.
|
Chile
|
Pfizer Cia. Ltda.
|
Ecuador
|
Pfizer Colombia Spinco I LLC
|
Pennsylvania
|
Pfizer Commercial Holdings Coöperatief U.A.
|
Netherlands
|
Pfizer Consumer Healthcare AB
|
Sweden
|
Pfizer Consumer Healthcare GmbH
|
Germany
|
Pfizer Consumer Healthcare Ltd.
|
United Kingdom
|
Pfizer Consumer Manufacturing Italy S.r.l.
|
Italy
|
Pfizer Cork Limited
|
Ireland
|
Pfizer Corporation
|
Panama
|
Pfizer Corporation Austria Gesellschaft m.b.H.
|
Austria
|
Pfizer Corporation Hong Kong Limited
|
Hong Kong
|
Pfizer Costa Rica PFE, Sociedad de Responsabilidad Limitada
|
Costa Rica
|
Pfizer Croatia d.o.o.
|
Croatia
|
Pfizer Deutschland GmbH
|
Germany
|
Pfizer Deutschland PFE Holding GmbH
|
Germany
|
Pfizer Development LP
|
United Kingdom
|
Pfizer Development Services (UK) Limited
|
United Kingdom
|
Pfizer Domestic Ventures Limited
|
Jersey
|
Pfizer Dominicana PFE, SRL
|
Dominican Republic
|
Pfizer Dominicana, S.R.L
|
Dominican Republic
|
Pfizer East India B.V.
|
Netherlands
|
Pfizer Eastern Investments B.V.
|
Netherlands
|
Pfizer Egypt S.A.E.
|
Egypt
|
Pfizer Enterprise Holdings B.V.
|
Netherlands
|
Pfizer Enterprises LLC
|
Delaware
|
Pfizer Enterprises SARL
|
Luxembourg
|
Pfizer ESP Pty Ltd
|
Australia
|
Pfizer Europe Finance B.V.
|
Netherlands
|
Pfizer Europe Holdings SARL
|
Luxembourg
|
Pfizer Europe MA EEIG
|
United Kingdom
|
Pfizer Export Company
|
Ireland
|
Pfizer Finance International Holdings C.V.
|
Netherlands
|
Pfizer Finance Share Service (Dalian) Co., Ltd.
|
People’s Republic of China
|
Pfizer Financial Services N.V./S.A.
|
Belgium
|
Pfizer France International Investments
|
France
|
Pfizer Free Zone Panama PFE S. De R.L.
|
Panama
|
Pfizer Free Zone Panama, S. de R.L.
|
Panama
|
Pfizer GEP, S.L.
|
Spain
|
Pfizer Germany B.V. & Co. KG
|
Germany
|
Pfizer Germany Partner B.V.
|
Netherlands
|
Pfizer Global Holdings B.V.
|
Netherlands
|
Pfizer Global Supply Japan Inc.
|
Japan
|
Pfizer Global Trading
|
Ireland
|
Pfizer Group Luxembourg Sarl
|
Luxembourg
|
Pfizer Gulf FZ-LLC
|
United Arab Emirates
|
Pfizer H.C.P. Corporation
|
New York
|
Pfizer Health AB
|
Sweden
|
Pfizer Health Solutions Inc.
|
Delaware
|
Pfizer Healthcare Holdings Company Unlimited
|
Jersey
|
Pfizer Healthcare Ireland
|
Ireland
|
Pfizer Hellas, A.E.
|
Greece
|
Pfizer Himalaya Holdings Coöperatief U.A.
|
Netherlands
|
Pfizer HK Service Company Limited
|
Hong Kong
|
Pfizer Holding France
|
France
|
Pfizer Holding Ventures
|
Ireland
|
Pfizer Holdings Americas Corporation
|
Delaware
|
Pfizer Holdings Corporation
|
Delaware
|
Pfizer Holdings Europe
|
Ireland
|
Pfizer Holdings G.K.
|
Japan
|
Pfizer Holdings International Corporation
|
Delaware
|
Pfizer Holdings International Luxembourg (PHIL) Sarl
|
Luxembourg
|
Pfizer Holdings North America SARL
|
Luxembourg
|
Pfizer Holdings Turkey Limited
|
Jersey
|
Pfizer Ilaclari Limited Sirketi
|
Turkey
|
Pfizer Innovations AB
|
Sweden
|
Pfizer Innovations LLC
|
Russia
|
Pfizer Innovative Supply Point International SPRL
|
Belgium
|
Pfizer International Business Europe
|
Ireland
|
Pfizer International LLC
|
New York
|
Pfizer International Luxembourg Sarl
|
Luxembourg
|
Pfizer International Markets Coöperatief U.A.
|
Netherlands
|
Pfizer International Operations
|
France
|
Pfizer International S. de R.L.
|
Panama
|
Pfizer International Trading (Shanghai) Limited
|
People’s Republic of China
|
Pfizer Investment Capital
|
Ireland
|
Pfizer Investment Co. Ltd.
|
People’s Republic of China
|
Pfizer Investment Holdings S.a.r.l.
|
Luxembourg
|
Pfizer Ireland Investments Limited
|
Ireland
|
Pfizer Ireland PFE Holding 1 LLC
|
Delaware
|
Pfizer Ireland PFE Holding 2 LLC
|
Delaware
|
Pfizer Ireland Pharmaceuticals
|
Ireland
|
Pfizer Ireland Ventures
|
Ireland
|
Pfizer Italia S.r.l.
|
Italy
|
Pfizer Italy Group Holding S.r.l.
|
Italy
|
Pfizer Japan Inc.
|
Japan
|
Pfizer Laboratories (Pty) Limited
|
South Africa
|
Pfizer Laboratories Limited
|
Kenya
|
Pfizer Laboratories PFE (Pty) Ltd
|
South Africa
|
Pfizer Leasing Ireland Limited
|
Ireland
|
Pfizer Leasing UK Limited
|
United Kingdom
|
Pfizer Limitada
|
Angola
|
Pfizer Limited
|
Tanzania
|
Pfizer Limited
|
Uganda
|
Pfizer Limited
|
Taiwan
|
Pfizer Limited
|
United Kingdom
|
Pfizer Limited
|
India
|
Pfizer LLC
|
Russia
|
Pfizer Luxco Holdings Sarl
|
Luxembourg
|
Pfizer Luxembourg Global Holdings SARL
|
Luxembourg
|
Pfizer Luxembourg SARL
|
Luxembourg
|
Pfizer Manufacturing Austria G.m.b.H.
|
Austria
|
Pfizer Manufacturing Belgium N.V.
|
Belgium
|
Pfizer Manufacturing Deutschland GmbH
|
Germany
|
Pfizer Manufacturing Deutschland Grundbesitz GmbH & Co. KG
|
Germany
|
Pfizer Manufacturing Deutschland PFE GmbH
|
Germany
|
Pfizer Manufacturing Holdings LLC
|
Delaware
|
Pfizer Manufacturing Ireland
|
Ireland
|
Pfizer Manufacturing LLC
|
Delaware
|
Pfizer Manufacturing Services
|
Ireland
|
Pfizer Medical Technology Group (Belgium) N.V.
|
Belgium
|
Pfizer Medicamentos Genericos e Participacoes Ltda.
|
Brazil
|
Pfizer Mexico Luxco SARL
|
Luxembourg
|
Pfizer Mexico, S.A. de C.V.
|
Mexico
|
Pfizer Middle East for Pharmaceuticals, Animal Health and Chemicals S.A.E.
|
Egypt
|
Pfizer Namibia (Proprietary) Limited
|
Namibia
|
Pfizer New Zealand Limited
|
New Zealand
|
Pfizer Norge AS
|
Norway
|
Pfizer North American Holdings Inc.
|
Delaware
|
Pfizer OTC B.V.
|
Netherlands
|
Pfizer Overseas Distribution
|
Belgium
|
Pfizer Overseas LLC
|
Delaware
|
Pfizer Oy
|
Finland
|
Pfizer Pakistan Limited
|
Pakistan
|
Pfizer Parke Davis
|
Philippines
|
Pfizer Parke Davis (Thailand) Ltd.
|
Thailand
|
Pfizer Parke Davis Sdn. Bhd.
|
Malaysia
|
Pfizer PFE (Malaysia) SDN. BHD.
|
Malaysia
|
Pfizer PFE (Thailand) Limited
|
Thailand
|
Pfizer PFE ApS
|
Denmark
|
Pfizer PFE Argentina Holding 2 B.V.
|
Netherlands
|
Pfizer PFE Argentina Holding B.V.
|
Netherlands
|
Pfizer PFE Argentina SRL
|
Argentina
|
Pfizer PFE Asia Pacific Pte. Ltd.
|
Singapore
|
Pfizer PFE AsiaPac Holding B.V.
|
Netherlands
|
Pfizer PFE Australia Holding B.V.
|
Netherlands
|
Pfizer PFE Australia Pty Ltd
|
Australia
|
Pfizer PFE Austria Gesellschaft m.b.H
|
Austria
|
Pfizer PFE B.V.
|
Netherlands
|
Pfizer PFE Baltic Holdings B.V.
|
Netherlands
|
Pfizer PFE Belgium SPRL
|
Belgium
|
Pfizer PFE Brazil Holding S.à r.l.
|
Luxembourg
|
Pfizer PFE CIA. Ltda.
|
Ecuador
|
Pfizer PFE Colombia Holding 2 Corporation
|
Delaware
|
Pfizer PFE Colombia Holding Corp.
|
Delaware
|
Pfizer PFE Colombia S.A.S.
|
Colombia
|
Pfizer PFE Commercial Holdings LLC
|
Delaware
|
Pfizer PFE Corporation Hong Kong Limited
|
Hong Kong
|
Pfizer PFE Eastern Investments B.V.
|
Netherlands
|
Pfizer PFE Finland Oy
|
Finland
|
Pfizer PFE France
|
France
|
Pfizer PFE France Holdco 2 S.à r.l.
|
Luxembourg
|
Pfizer PFE France Holdco S.à r.l.
|
Luxembourg
|
Pfizer PFE Germany Holding 2 S.á.r.l.
|
Luxembourg
|
Pfizer PFE Germany Holding S.á.r.l.
|
Luxembourg
|
Pfizer PFE Global Holdings B.V.
|
Netherlands
|
Pfizer PFE Group Luxembourg S.à r.l.
|
Luxembourg
|
Pfizer PFE Hellas E.P.E.
|
Greece
|
Pfizer PFE Hong Kong Holding 3 B.V.
|
Netherlands
|
Pfizer PFE İlaçları Anonim Şirketi
|
Turkey
|
Pfizer PFE Ireland 1 B.V.
|
Netherlands
|
Pfizer PFE Ireland 2 B.V.
|
Netherlands
|
Pfizer PFE Ireland Holdco S.à r.l.
|
Luxembourg
|
Pfizer PFE Ireland Pharmaceuticals Holding 1 Coöperatief U.A.
|
Netherlands
|
Pfizer PFE Ireland Pharmaceuticals Holding 2 Coöperatief U.A.
|
Netherlands
|
Pfizer PFE Italy Group Holding Coöperatief U.A.
|
Netherlands
|
Pfizer PFE Italy Holdco 2 S.à r.l.
|
Luxembourg
|
Pfizer PFE Italy Holdco S.à r.l.
|
Luxembourg
|
Pfizer PFE Korea Holding 1 B.V.
|
Netherlands
|
Pfizer PFE Korea Holding 2 B.V.
|
Netherlands
|
Pfizer PFE Korlátolt Felelősségű Társaság
|
Hungary
|
Pfizer PFE Luxembourg Holding 1 S.à r.l.
|
Luxembourg
|
Pfizer PFE Luxembourg Holding 2 S.à r.l.
|
Luxembourg
|
Pfizer PFE Luxembourg Holding 3 S.à r.l.
|
Luxembourg
|
Pfizer PFE Luxembourg Holding 4 S.à r.l.
|
Luxembourg
|
Pfizer PFE Luxembourg S.à r.l.
|
Luxembourg
|
Pfizer PFE Mexico Holding 1 B.V.
|
Netherlands
|
Pfizer PFE Mexico Holding 2 B.V.
|
Netherlands
|
Pfizer PFE Netherlands Holding 1 C.V.
|
Netherlands
|
Pfizer PFE New Zealand
|
New Zealand
|
Pfizer PFE New Zealand Holding B.V.
|
Netherlands
|
Pfizer PFE Norway Holding S.à r.l.
|
Luxembourg
|
Pfizer PFE Peru S.R.L.
|
Peru
|
Pfizer PFE Pharmaceuticals Holding B.V.
|
Netherlands
|
Pfizer PFE Pharmaceuticals Israel Holding LLC
|
Delaware
|
Pfizer PFE Pharmaceuticals Israel Ltd.
|
Israel
|
Pfizer PFE PHIL Holdco S.à r.l.
|
Luxembourg
|
Pfizer PFE PHIL UAE Holding 1 B.V
|
Netherlands
|
Pfizer PFE PHIL UAE Holding 2 B.V
|
Netherlands
|
Pfizer PFE PHIL UAE Holding 3 B.V
|
Netherlands
|
Pfizer PFE PHIL UAE Holding 4 B.V.
|
Netherlands
|
Pfizer PFE Philippines Holding 1 B.V.
|
Netherlands
|
Pfizer PFE Philippines Holding 2 B.V.
|
Netherlands
|
Pfizer PFE PILSA Holdco S.à r.l.
|
Luxembourg
|
Pfizer PFE Poland Holding BV
|
Netherlands
|
Pfizer PFE Polska sp.z.o.o.
|
Poland
|
Pfizer PFE Private Limited
|
Singapore
|
Pfizer PFE Service Company Holding Coöperatief U.A.
|
Netherlands
|
Pfizer PFE Servicios Mexico, S. de R.L. C.V.
|
Mexico
|
Pfizer PFE Singapore Holding Coöperatief U.A.
|
Netherlands
|
Pfizer PFE Singapore Pte. Ltd.
|
Singapore
|
Pfizer PFE South Africa Holding B.V.
|
Netherlands
|
Pfizer PFE Spain B.V.
|
Netherlands
|
Pfizer PFE Spain Holding, S.L.
|
Spain
|
Pfizer PFE Spain Holdings LLC
|
Delaware
|
Pfizer PFE Sweden Holding 2 S.á.r.l.
|
Luxembourg
|
Pfizer PFE Sweden Holding S.á.r.l.
|
Luxembourg
|
Pfizer PFE Switzerland GmbH
|
Switzerland
|
Pfizer PFE Switzerland Holding GmbH
|
Switzerland
|
Pfizer PFE Trading Polska sp z.o.o.
|
Poland
|
Pfizer PFE Turkey Holding 1 B.V.
|
Netherlands
|
Pfizer PFE Turkey Holding 2 B.V.
|
Netherlands
|
Pfizer PFE UK Limited
|
United Kingdom
|
Pfizer PFE US Holdings 1 LLC
|
Delaware
|
Pfizer PFE US Holdings 2 LLC
|
Delaware
|
Pfizer PFE US Holdings 3 LLC
|
Delaware
|
Pfizer PFE US Holdings 4 LLC
|
Delaware
|
Pfizer PFE US Holdings 5 LLC
|
Delaware
|
Pfizer PFE US Holdings 6 LLC
|
Delaware
|
Pfizer PFE, Inc.
|
Philippines
|
Pfizer PFE, spol. s r.o.
|
Czech Republic
|
Pfizer PGM
|
France
|
Pfizer PGRD
|
France
|
Pfizer Pharm Algerie
|
Algeria
|
Pfizer Pharma GmbH
|
Germany
|
Pfizer Pharma PFE GmbH
|
Germany
|
Pfizer Pharmaceutical (Wuxi) Co., Ltd.
|
People's Republic of China
|
Pfizer Pharmaceutical Trading Limited Liability Company (a/k/a Pfizer Kft. or Pfizer LLC)
|
Hungary
|
Pfizer Pharmaceuticals B.V.
|
Netherlands
|
Pfizer Pharmaceuticals Global Coöperatief U.A.
|
Netherlands
|
Pfizer Pharmaceuticals Israel Ltd.
|
Israel
|
Pfizer Pharmaceuticals Korea Limited
|
Republic of Korea
|
Pfizer Pharmaceuticals Limited
|
Cayman Islands
|
Pfizer Pharmaceuticals LLC
|
Delaware
|
Pfizer Pharmaceuticals Ltd.
|
People's Republic of China
|
Pfizer Pharmaceuticals Tunisie Sarl
|
Tunisia
|
Pfizer Pigments Inc.
|
Delaware
|
Pfizer Polska Sp. z.o.o.
|
Poland
|
Pfizer Precision Holdings SARL
|
Luxembourg
|
Pfizer Prev - Sociedade de Previdencia Privada
|
Brazil
|
Pfizer Private Limited
|
Singapore
|
Pfizer Production LLC
|
Delaware
|
Pfizer Products Inc.
|
Connecticut
|
Pfizer Products India Private Limited
|
India
|
Pfizer Research (NC), Inc.
|
Delaware
|
Pfizer Romania SRL
|
Romania
|
Pfizer S.A.
|
Peru
|
Pfizer S.A. (Belgium)
|
Belgium
|
Pfizer S.A.S.
|
Colombia
|
Pfizer S.G.P.S. Lda.
|
Portugal
|
Pfizer S.R.L.
|
Argentina
|
Pfizer S.r.l.
|
Italy
|
Pfizer Saidal Manufacturing
|
Algeria
|
Pfizer Santé Familiale
|
France
|
Pfizer Saudi Limited
|
Saudi Arabia
|
Pfizer Seiyaku K.K.
|
Japan
|
Pfizer Service Company BVBA
|
Belgium
|
Pfizer Service Company Ireland
|
Ireland
|
Pfizer Services 1
|
France
|
Pfizer Services LLC
|
Delaware
|
Pfizer Shared Services
|
Ireland
|
Pfizer Shareholdings Intermediate SARL
|
Luxembourg
|
Pfizer Shareholdings Luxembourg SARL
|
Luxembourg
|
Pfizer Singapore Trading Pte. Ltd.
|
Singapore
|
Pfizer Spain Holdings Coöperatief U.A.
|
Netherlands
|
Pfizer Specialities Ghana
|
Ghana
|
Pfizer Specialties Limited
|
Nigeria
|
Pfizer Specialty UK Limited
|
United Kingdom
|
Pfizer Sweden Partnership KB
|
Sweden
|
Pfizer Trading Polska sp.z.o.o.
|
Poland
|
Pfizer Transactions Ireland
|
Ireland
|
Pfizer Transactions LLC
|
Delaware
|
Pfizer Transactions Luxembourg SARL
|
Luxembourg
|
Pfizer Transport LLC
|
Delaware
|
Pfizer Tunisie SA
|
Tunisia
|
Pfizer Ukraine LLC
|
Ukraine
|
Pfizer Vaccines LLC
|
Delaware
|
Pfizer Venezuela, S.A.
|
Venezuela
|
Pfizer Ventures LLC
|
Delaware
|
Pfizer Warner Lambert Luxembourg SARL
|
Luxembourg
|
Pfizer Worldwide Services
|
Ireland
|
Pfizer Zona Franca PFE Holding LLC
|
Delaware
|
Pfizer Zona Franca, S.A.
|
Costa Rica
|
Pfizer, Inc.
|
Philippines
|
Pfizer, S.A.
|
Costa Rica
|
Pfizer, S.A. de C.V.
|
Mexico
|
Pfizer, S.L.
|
Spain
|
Pfizer, spol. s r.o.
|
Czech Republic
|
Pharmacia & Upjohn Company LLC
|
Delaware
|
Pharmacia & Upjohn Company, Inc.
|
Delaware
|
Pharmacia & Upjohn LLC
|
Delaware
|
Pharmacia & Upjohn, S.A. de C.V.
|
Mexico
|
Pharmacia Brasil Ltda.
|
Brazil
|
Pharmacia GmbH
|
Germany
|
Pharmacia Hepar LLC
|
Delaware
|
Pharmacia Holding AB
|
Sweden
|
Pharmacia Inter-American LLC
|
Pennsylvania
|
Pharmacia International B.V.
|
Netherlands
|
Pharmacia Laboratories Limited
|
United Kingdom
|
Pharmacia Limited
|
United Kingdom
|
Pharmacia LLC
|
Delaware
|
Pharmacia Nostrum, S.A.
|
Spain
|
PHIVCO Corp.
|
Delaware
|
PHIVCO Holdco S.à r.l.
|
Luxembourg
|
PHIVCO Luxembourg SARL
|
Luxembourg
|
PN Mexico LLC
|
Delaware
|
PowderJect Research Limited
|
United Kingdom
|
PowderJect Vaccines, Inc.
|
Delaware
|
PowderMed Limited
|
United Kingdom
|
Productos Farmaceuticos PFE Bolivia S.A.
|
Bolivia
|
PT. Pfizer Indonesia
|
Indonesia
|
PT. Pfizer Parke Davis
|
Indonesia
|
Purepac Pharmaceutical Holdings, Inc.
|
Delaware
|
PZR Ltd.
|
United Kingdom
|
PZR Property Limited
|
United Kingdom
|
RedVax GmbH
|
Switzerland
|
Renrall LLC
|
Wyoming
|
Rinat Neuroscience Corp.
|
Delaware
|
Rivepar
|
France
|
RMV Produtos Veterinarios Ltda.
|
Brazil
|
Roerig Produtos Farmaceuticos, Lda.
|
Portugal
|
Roerig S.A.
|
Chile
|
Roerig, S.A.
|
Venezuela
|
Sao Cristovao Participacoes Ltda.
|
Brazil
|
Searle Laboratorios, Lda.
|
Portugal
|
Servicios P&U, S. de R.L. de C.V.
|
Mexico
|
Sherama Limited
|
Ireland
|
Shiley LLC
|
California
|
Sinergis Farma-Produtos Farmaceuticos, Lda.
|
Portugal
|
Site Realty, Inc.
|
Delaware
|
Solinor LLC
|
Delaware
|
Soumillon Limited
|
Ireland
|
Sugen, Inc.
|
Delaware
|
Tabor LLC
|
Delaware
|
The Pfizer Incubator LLC
|
Delaware
|
Thiakis Limited
|
United Kingdom
|
Upjohn Laboratorios Lda.
|
Portugal
|
US Oral Pharmaceuticals Pty Ltd
|
Australia
|
Vesterålens Naturprodukter A/S
|
Denmark
|
Vesterålens Naturprodukter AB
|
Sweden
|
Vesterålens Naturprodukter AS
|
Norway
|
Vesterålens Naturprodukter OY
|
Finland
|
Vicuron Holdings LLC
|
Delaware
|
Vicuron Pharmaceuticals Italy S.r.l.
|
Italy
|
Vinci Farma, S.A.
|
Spain
|
Warner Lambert del Uruguay S.A.
|
Uruguay
|
Warner Lambert Ilac Sanayi ve Ticaret Limited Sirketi
|
Turkey
|
Warner-Lambert (Tanzania), Limited
|
Tanzania
|
Warner-Lambert (Thailand) Limited
|
Thailand
|
Warner-Lambert Company AG
|
Switzerland
|
Warner-Lambert Company LLC
|
Delaware
|
Warner-Lambert Guatemala, Sociedad Anonima
|
Guatemala
|
Warner-Lambert, S.A.
|
Delaware
|
Whitehall International Inc.
|
New York
|
Whitehall Laboratories Inc.
|
Delaware
|
W-L LLC
|
Delaware
|
Wyeth (Asia) Limited
|
Delaware
|
Wyeth (Thailand) Ltd.
|
Thailand
|
Wyeth AB
|
Sweden
|
Wyeth Advertising Inc.
|
New York
|
Wyeth Australia Pty. Limited
|
Australia
|
Wyeth Ayerst Inc.
|
Delaware
|
Wyeth Ayerst SARL
|
Luxembourg
|
Wyeth Consumer Healthcare LLC
|
Pennsylvania
|
Wyeth Europa Limited
|
United Kingdom
|
Wyeth Farma, S.A.
|
Spain
|
Wyeth Holdings LLC
|
Maine
|
Wyeth Industria Farmaceutica Ltda.
|
Brazil
|
Wyeth KFT.
|
Hungary
|
Wyeth Lederle S.r.l.
|
Italy
|
Wyeth Lederle Vaccines S.A.
|
Belgium
|
Wyeth LLC
|
Delaware
|
Wyeth Pakistan Limited
|
Pakistan
|
Wyeth Pharmaceutical Co., Ltd.
|
People's Republic of China
|
Wyeth Pharmaceuticals Company
|
Puerto Rico
|
Wyeth Pharmaceuticals FZ-LLC
|
United Arab Emirates
|
Wyeth Pharmaceuticals Inc.
|
Delaware
|
Wyeth Pharmaceuticals India Private Limited
|
India
|
Wyeth Pharmaceuticals Limited
|
Ireland
|
/s/ IAN C. READ
|
|
|
Ian C. Read
|
|
|
Chairman and Chief Executive Officer
|
|
/s/ FRANK A. D'AMELIO
|
|
|
Frank A. D'Amelio
|
|
|
Executive Vice President, Business Operations and Chief Financial Officer
|
|
/s/ IAN C. READ
|
|
|
Ian C. Read
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
February 29, 2016
|
|
|
/s/ FRANK A. D'AMELIO
|
|
|
Frank A. D'Amelio
|
|
|
Executive Vice President, Business Operations and
Chief Financial Officer
|
|
|
|
|
|
February 29, 2016
|
|
|