ITEM 1. BUSINESS
GENERAL
Pfizer Inc. (the "Company") is a diversified, research-based health care company with global operations. The Company discovers, develops, manufactures and sells technology-intensive products in four business segments: Health Care, which includes a broad range of prescription pharmaceuticals, orthopedic implants, medical devices and surgical equipment; Animal Health, which includes animal health products and feed supplements; Consumer Health Care, which includes a variety of nonprescription drugs and personal care products; and Food Science, which includes ingredients for the food and beverage industries. Additionally, the Company's Financial Subsidiaries include a banking operation in Europe and a small captive insurance operation.
COMPARATIVE SEGMENT AND GEOGRAPHIC DATA
Comparative segment and geographic data for the three years ended December 31, 1994 are set forth on pages 35 and 36, and in the Note "Financial Subsidiaries" on page 42 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 1994 and are incorporated herein by reference.
HEALTH CARE
The Company's Health Care business is comprised of pharmaceuticals and hospital products. The Company competes with numerous other health care companies in the discovery and development of new, technologically advanced pharmaceutical and hospital products; in seeking use of its products by the medical profession; and in the sale of its product lines to wholesale and retail outlets, public and private hospitals, managed care organizations, government and the medical profession.
Methods of competition in health care vary with the product category. There are a significant number of innovative companies in the field. A critical factor in most markets in which the Company competes is the ability to offer technological advances over competitive products. The productivity of scientific discovery and clinical development efforts is central to long-term operational success since there are many companies that specialize in marketing products that no longer have patent or regulatory protection. Other important factors in these markets include the ability to transfer knowledge of technological advances to the medical community, product quality, prompt delivery and price.
The United States pharmaceutical marketplace has in recent years experienced intensified price competition, brought about by a range of market forces, including: new product development, increased generic competition, growth of managed care organizations and legislation requiring pharmaceutical companies to provide rebates and discounts to government purchasers. Similar competitive forces, in varying degrees, have also been present in various other countries in which the Company operates.
Prescription pharmaceutical and hospital products, both in the United States and abroad, are promoted directly to physicians, as well as to a variety of managed care organizations. Pharmaceutical products are distributed in large part to wholesale and retail outlets, hospitals, clinics and managed care organizations. Hospital products are generally sold directly to medical institutions and, in some cases, through distributors and surgical supply dealers.
PHARMACEUTICALS
The Company's worldwide pharmaceutical products are comprised primarily of drugs which fall into the following major therapeutic classes: cardiovascular agents, anti-infectives, central nervous system agents, anti-inflammatories and anti-diabetes agents. In 1994, pharmaceuticals made up 70%
of the Company's consolidated net sales, an increase from 69% in 1993 and 63% in 1992. Increases in both United States and international pharmaceutical revenues in 1994 were principally the result of strong sales of products launched in the 1990s, including Norvasc (amlodipine besylate), Cardura (doxazosin mesylate), Diflucan (fluconazole), Zithromax (azithromycin) and Zoloft (sertraline).
Cardiovascular products are the Company's largest therapeutic product line accounting for 29% of the Company's consolidated 1994 net sales, an increase from 27% in 1993 and 23% in 1992. These products realized sales growth of 20% in 1994, including an 85% increase in sales of Norvasc, an intrinsically once-a-day calcium channel blocker for hypertension and angina, as well as a 27% increase in sales of Cardura, an alpha blocker for hypertension. A supplemental New Drug Application for the use of Cardura in the treatment of benign prostatic hyperplasia ("BPH") was approved by the United States Food and Drug Administration ("FDA") in February 1995. Sales of Procardia XL (nifedipine GITS), a once-a-day calcium channel blocker for hypertension and angina, increased by less than 1% in 1994. The Company's U.S. cardiovascular sales grew 12% and international sales of cardiovascular agents rose 38% in 1994.
Worldwide anti-infective sales increased 7% in 1994 on the strength of Diflucan and Zithromax. U.S. anti-infective sales grew 14% while international sales rose by 3%. Diflucan, an antifungal agent, is indicated for use in a variety of fungal infections including certain types which afflict AIDS and immunosuppressed cancer patients. The product also received U.S. approval for the indication of vaginal candidiasis in 1994. Diflucan posted a sales increase of 14% in 1994 and Zithromax, an oral antibiotic, posted a sales increase of 43%. Total anti-infective sales accounted for 21% of the Company's consolidated 1994 net sales, compared to 22% in 1993 and 20% in 1992.
Sales of Pfizer's central nervous system agents rose 46% in 1994, reflecting increased sales of Zoloft, an anti-depressant introduced in the U.S. in 1992. Central nervous system agents grew to 13% of 1994 net pharmaceutical sales and 9% of the Company's consolidated 1994 net sales.
The Company's anti-inflammatory agents, including Feldene (piroxicam), accounted for less than 10% of the Company's consolidated 1994 net sales.
The Company's anti-diabetes agents, including Glucotrol (glipizide) and Glucotrol XL (glipizide GITS), a sustained release anti-diabetic approved in the U.S. in 1994, accounted for less than 10% of the Company's consolidated 1994 net sales.
The Company currently is seeking approval by the FDA for the following products for the indications listed:
In addition, the Company has marketing rights in the United States and Japan to XOMA Corporation, Inc.'s E5, a monoclonal antibody for the treatment of gram negative sepsis, which is undergoing FDA regulatory review.
To date, Diflucan has been launched in 62 countries and regulatory approvals have been obtained in 16 additional countries. Norvasc has been launched in 74 countries and approvals have been obtained in 14 additional countries. Cardura has been launched in 23 countries and approvals have been obtained in 35 additional countries. In addition, Cardura for BPH has been approved in five countries. Zithromax has been launched in 38 countries and approvals have been obtained in 24 additional countries. Zoloft has been launched in 31 countries for depression. Approvals have been obtained in an additional 16 countries. Applications for regulatory approval for the OCD indication have been made worldwide and approvals have been obtained in four additional countries, although it has not yet been launched in these countries. In addition to the United States, where regulatory approval is being sought for both the osteo- and rheumatoid arthritis indications, regulatory approvals for Enablex capsules for rheumatoid arthritis have been applied for in 29 countries and have been obtained in two countries. No launches of Enablex have yet taken place.
HOSPITAL PRODUCTS
The Company's Hospital Products Group consists of two divisions -- Howmedica and Medical Devices. Howmedica manufactures and markets orthopedic implants. Medical Devices consists of three core businesses -- Valleylab, Schneider, and American Medical Systems and two smaller businesses -- Strato/Infusaid and Biomedical Sensors.
Howmedica's reconstructive hip, knee and bone cement products are used to replace joints which have deteriorated as a result of disease or injury. Major product lines are P.C.A. Hips, ABG Hips, Duracon Knees and Simplex Bone Cement. Howmedica's trauma products are used by orthopedic surgeons to aid in trauma surgery and in setting fractures and include the Gamma Nail, Luhr System and Alta System.
Schneider, an international leader in angioplasty catheters, is also a market leader in vascular and non-vascular stent applications. In March 1995, the Company acquired NAMIC U.S.A. Corporation ("NAMIC"), a Company that designs, manufactures and markets a broad range of single-patient use medical products, primarily for use in the diagnosis of atherosclerotic cardiovascular disease. NAMIC's product lines complement those of Schneider and are expected to expand the opportunities for this business. Valleylab is a worldwide leader in electrosurgical devices. Valleylab continues to invest in new product lines to enhance patient and physician safety. American Medical Systems is a leader in impotence and incontinence implants. Its major product development activities in 1994 were focused on new therapies for the treatment of BPH and urological strictures.
The merger and the consolidation of operations of Strato Medical Corporation, a supplier of implantable vascular access ports, and Infusaid, an innovator of implantable infusion pumps, were completed in 1994. The combined operation will focus on advanced drug delivery systems. Biomedical Sensors grew in 1994 reflecting the full year launch of the Paratrend 7 intravascular continuous blood gas monitoring system, incorporating both electrochemical and fiberoptic technology.
ANIMAL HEALTH
The Company's Animal Health Group discovers, develops, manufactures and sells animal health products for the prevention and treatment of diseases in livestock, poultry and other animals. The principal products are: Dectomax (doramectin), the Company's new antiparasitic which was first launched in 1993 and is now available in much of Latin America, South Africa and the United Kingdom; Terramycin LA-200 (oxytetracycline) (marketed as TM/LA outside of North America), a broad-spectrum injectable antibiotic; the Banminth (pyrantel tartrate), Nemex (pyrantel pamoate) and Paratect (morantel tartrate) anthelmintics; Coxistac and Posistac (salinomycin) anticoccidials primarily for poultry; Terramycin (oxytetracycline), a broad-spectrum antibiotic used for a variety of
animal diseases; Mecadox (carbadox), an antibacterial for pigs; and Advocin (danofloxacin), the Company's new antibacterial for treating respiratory diseases in livestock and poultry. Aviax (semduramicin), a potent, broad-spectrum ionophore anticoccidial used to prevent coccidiosis in poultry, is to be launched in 1995. Aviax is currently under regulatory review in many countries, with approvals already received in a number of countries, including the United States and Japan. In 1995, the Animal Health Group plans a total of 49 new market launches of Dectomax, Advocin and Aviax.
Animal health and nutrition products are sold through drug wholesalers, distributors, retail outlets and directly to users, including feed manufacturers, animal producers and veterinarians. Methods of competition with respect to animal health products vary somewhat but include product innovation, service, price, quality and effective transfer of technological advances to the market through advertising and promotion.
In January 1995, the Company acquired the SmithKline Beecham Animal Health ("SBAH") business. SBAH is a world leader in animal vaccines and companion animal health products, which complement the Company's existing animal health business in terms of product, species and regional sales coverage. SBAH's principal products are Stafac (virginiamycin), a feed additive anti-infective for poultry, cattle and swine; Valbazen (albendazole), a bovine parasiticide; Filaribits (diethylcarbamazine citrate), a pet parasiticide; and a variety of vaccines including BoviShield, Leukocell, RespiSure and Vanguard.
A substantial number of other companies manufacture and sell one or more similar products for animal health use. There are hundreds of producers of animal health products throughout the world. The Company is a significant manufacturer of injectable antibiotics, anthelmintics and anticoccidial products for food animals. With the acquisition of SBAH, the Company became a significant manufacturer of biologicals and pet products as well.
CONSUMER HEALTH CARE
The Company's Consumer Health Care Group's products include proprietary health items, baby care products and toiletries, Plax pre-brushing dental rinse, and a number of products sold only in selected international markets, including Vanart hair care products in Mexico and Migraleve over-the-counter ("OTC") migraine medication and the TCP line of antiseptic and germicidal products marketed primarily in the United Kingdom.
Among the better-known OTC brands manufactured and marketed by Consumer Health Care are Visine (tetrahydrozoline HCl) eyedrops, Ben-Gay topical analgesics, Desitin diaper rash ointments, Unisom (doxylamine succinate) sleep aids, Plax pre-brushing dental rinse, Rid anti-lice products and Barbasol shave creams and gels. Line extensions introduced in recent years include: Unisom SleepGels, soft liquid-filled gels with a maximum-strength sleep aid formula, Daily Care from Desitin, a lotion for the prevention of diaper rash and new formulations of Rid and Plax.
Many other OTC companies, large and small, manufacture and sell one or more similar consumer products. The Company is a significant competitor in this extensive OTC market, and its principal methods of competition include product quality, product innovation, customer satisfaction, broad distribution capabilities, significant advertising and promotion and price. In general, the winning and retaining of consumer acceptance of the Company's consumer products involve heavy expenditures for advertising, promotion and marketing.
FOOD SCIENCE
The Company's Food Science Group serves the global food processing industry with innovative food ingredients to meet worldwide trends toward convenient and healthful foods. Specialty ingredients with quality parameters of appeal, taste and freshness, coupled with Food Science's technical,
application and discovery skills, serve the needs of the worldwide food industry. Food Science's longer-term goals are linked to the Company's healthcare strategies by targeting a new generation of food ingredients to allow better health maintenance through diet.
Food Science's specialty ingredients include: "lite" food ingredients such as Litesse (polydextrose); flavors (veltols); food protectants (erythorbates); and brewery ingredients. Currently under development are products for calorie control utilizing bulking agents; products for fat replacement and reduced calorie intake from fats; high temperature fat substitutes; intense sweeteners; food protectants; and flavors. In October 1994, Food Science acquired certain assets of Flavor Technology Inc., a company that specializes in the design, customization and manufacture of proprietary flavorings.
The Food Science business competes with other organizations for sales of most of its ingredients as well as substitute products. Some of these organizations produce and sell products that are either identical to, or serve the same function as, ingredients marketed by Food Science. The number of competitors varies with each particular ingredient. Methods of competition vary by ingredient but include innovation and quality, prompt delivery, ability to meet exacting specifications, technical service and cost.
FINANCIAL SUBSIDIARIES
In 1992, the Company completed the transfer of its international banking operations from Puerto Rico to the Republic of Ireland. This subsidiary, Pfizer International Bank Europe (PIBE), operates under a full banking license from the Central Bank of Ireland. This reorganization and transfer was made in anticipation of the integration and unification of the European Union's financial markets. PIBE makes loans and accepts deposits in U.S. dollars in international markets and is an active Euromarket lender with a portfolio of loans, floating rate notes and Euronotes of high quality corporations and sovereigns. Loans are made primarily on a short- and medium-term basis, with floating interest rates.
The Company's insurance operation, The Kodiak Company Limited, reinsures certain assets, inland transport and marine cargo of Pfizer subsidiaries.
INTERNATIONAL OPERATIONS
Outside the United States, the Company has significant operations, both direct and through distributors that, in general, parallel its United States businesses. The Company's international businesses are subject, in varying degrees, to a number of risks inherent in carrying on business in certain countries outside the United States, including possible nationalization, expropriation and other restrictive government actions such as capital regulations. In addition, changes in the values of currencies take place from time to time and can be either favorable or unfavorable to the net income and net assets of the Company. It is impossible to predict future changes in foreign exchange values or the effect they will have on the Company. The Company actively manages its foreign exchange risk through routine transactional hedging programs. In addition, from time to time, the Company engages in hedging programs designed to protect selected balance sheet positions and future cash flow exposures. Further information with respect to the financial instruments used to carry out these hedging programs is incorporated by reference to the note entitled "Financial Instruments and Concentrations of Credit Risk" found on pages 42 and 43 of the Annual Report to Shareholders for the fiscal year ended December 31, 1994.
TAX MATTERS
For tax years beginning after December 31, 1993, the Omnibus Budget Reconciliation Act of 1993 ("OBRA") reduced by 40% the benefits accruing to the Company under Section 936 of the Internal
Revenue Code (the "Puerto Rico tax credit"). Such tax benefits will decline an additional 5% per year through 1998. For tax years beginning after December 31, 1997, the Puerto Rico tax credit will be fixed at 40% of the level allowed prior to the enactment of OBRA.
The Internal Revenue Service ("IRS") is currently auditing the years 1987 through 1989. In October 1994, the Company received a Notice of Proposed Adjustments from the IRS. The proposed adjustments relate primarily to the tax accounting treatment of certain swaps and related transactions undertaken by the Company in 1987 and 1988. These transactions resulted in the receipt of cash in those years, which the Company duly reported as income for tax purposes. In 1989 (in Notice 89-21), the IRS announced that it believed cash received in certain swap transactions should be reported as income for tax purposes over the life of the swaps, rather than when received. In the case of the Company, this would cause some of the income to be reported in years subject to the Tax Reform Act of 1986. The IRS proposed adjustment involves approximately $72 million in federal taxes for the years 1987 through 1989, plus interest. If the proposed adjustment is carried through to the maturity of the transactions in 1992, an additional tax deficiency of approximately $86 million, plus interest, would result. The Company disagrees with the proposed adjustment and continues to believe that its tax accounting treatment for the transactions in question was proper.
While it is impossible to determine the final disposition, the Company is of the opinion that the ultimate resolution of this matter should not have a material adverse effect on the financial position or the results of operations of the Company.
The Company has satisfactorily resolved all issues with the Internal Revenue Service for the years through 1986. The Company believes that its accrued tax liabilities are adequate for all open years.
PATENTS AND RESEARCH
The Company owns or is licensed under a number of patents relating to its products and manufacturing processes which, in the aggregate, are believed to be of material importance in its business. Based on current product sales, and in view of the vigorous competition with products sold by others, the Company does not consider any single patent or related group of patents to be significant in relation to the enterprise as a whole, except for the Procardia XL, Zithromax, Diflucan, Zoloft and Norvasc patents. Procardia XL employs a novel drug delivery system developed and patented by Alza Corporation. The Company holds an exclusive license to use this delivery system with nifedipine until 2003. Zithromax is a novel, broad spectrum macrolide antibiotic patented by Pliva and exclusively licensed to the Company for sales and marketing in all major countries of the world. The U.S. product patent on Zithromax (azithromycin) expires in 2005. The Company holds patents relating to Diflucan, Zoloft, and Norvasc.
The Company spent in excess of $1.1 billion in 1994, $974 million in 1993, and $863 million in 1992 on Company-sponsored research and development throughout the world. In 1995, the Company plans to spend approximately $1.4 billion on research and development. In 1991, the Company also established Pfizer Research and Development Company (PRDCO) in Ireland. In 1992, the Company provided PRDCO with an initial capitalization of approximately $1 billion to enable PRDCO to engage in research and development through a cost-sharing arrangement with Pfizer Ltd. (a Pfizer U.K. subsidiary) in exchange for PRDCO's receiving a portion of property rights relating to the development of specific products.
Competition in research, involving the development of new products and processes and the improvement of existing products and processes, is particularly significant and results from time to time in product and process obsolescence. The development of new and improved products is important to the Company's success in all areas of its business.
EMPLOYEES
Approximately 40,800 persons were employed by the Company, as of December 31, 1994, throughout the world as follows: United States, 15,700; Europe, 11,600; Asia, 7,500; Canada/Latin America, 4,500; and Africa/Middle East, 1,500. The Company has a good relationship with its employees.
REGULATION
Most of the Company's businesses are subject to varying degrees of governmental regulation in the countries in which operations are conducted. Such regulation in the United States involves a more complex product approval process than in many other countries and therefore often results in later marketing clearances and a corresponding increase in the expense of introducing new products in the United States. In many international markets, prices of pharmaceuticals are controlled by the government.
The 1990 Omnibus Budget Reconciliation Act requires pharmaceutical companies to extend rebates to state Medicaid agencies based on each state's reimbursement of pharmaceutical products under the Medicaid program. The Veterans Health Care Act, passed in 1992, requires manufacturers to provide discounts on purchases of pharmaceutical products by the Department of Veterans Affairs (DVA) and by certain entities funded by the Public Health Service. The Company's net sales in 1994 were reduced by Medicaid rebates and rebates under related state programs which amounted to $74 million. In addition, in 1994, Pfizer provided $56 million in discounts to the federal government, primarily to the DVA and the Department of Defense, for drugs purchased in accordance with the Veterans Health Care Act.
In 1990, the FDA announced a call for data for ingredients contained in products bearing anti-plaque and related claims. The call for data is part of the FDA's ongoing review, begun in 1972, of over-the-counter drug products. The FDA is taking this administrative approach to evaluate the safety and efficacy of anti-plaque products and has not proceeded further with regard to 1989 regulatory letters it issued to the Company and several other manufacturers of products bearing anti-plaque claims. The Company submitted its response to the call for data relating to Plax, its pre-brushing dental rinse, on June 17, 1991. This filing, as well as filings of other manufacturers, is still under review and is currently being considered by an FDA Advisory Panel.
On January 1, 1995, the new European Medicines Evaluation Agency ("EMEA") instituted a new drug-approval process for the member states of the European Union ("EU"). The EMEA provides two new drug-approval procedures. A "centralized procedure" allows for a single central approval that is valid in all EU states. A "decentralized procedure" provides for approval in all EU states through recognition of a first approval in one member state. The centralized procedure must be used for all biotechnology products (including products derived from recombinant DNA technology, hybridoma and monoclonal antibody methods) and is available at the applicant's option for other products. While it is envisioned that it will take several years for EMEA to be fully operational, it is expected that a harmonized, centralized regulatory agency in Europe would offer benefits to the human and veterinary drug industries.
During 1994, Congress continued debate on reform of the U.S. health care system. While numerous health care reform bills were introduced, including the Administration's "Health Security Act," Congress was unable to reach consensus on an approach to health care reform. Health care has been identified by the current Republican Congressional majority as a long-term priority item. The focus in Congress on balancing the Federal budget may have a more immediate impact on health care, however, if the Medicare and Medicaid programs are targeted for significant cuts. Medicaid managed care systems driven by budget concerns are already under consideration in several states. If the Medicare and Medicaid programs implement managed care systems that severely restrict the access of program participants to innovative new medicines, this could have a significant adverse effect on the Company.
RAW MATERIALS AND ENERGY
Raw materials essential to the business of the Company and its subsidiaries are generally obtainable from multiple sources. The Company did not experience any significant restrictions on availability of raw materials or supplies during the last year and none is expected in 1995. Energy was available to the Company in sufficient quantities to meet Company requirements and this condition is expected to continue in 1995.
ENVIRONMENT
Certain of the Company's operations are affected by Federal, State and local laws and regulations relating to environmental quality. The Company has made and intends to continue to make the necessary expenditures for environmental protection. Compliance with such laws and regulations is not expected to have a material adverse effect on the financial position or the results of operations of the Company.
ITEM 2.
ITEM 2. PROPERTIES
Following is a summary description of the Company's principal plants and properties:
Groton Plant and Research Laboratories -- These facilities are located in Groton, Connecticut, and surrounding towns, on approximately 649 acres, and include a number of buildings of one to eight stories, containing approximately 3,250,000 square feet of floor space either existing or under construction.
Principal products produced at Groton are bulk pharmaceuticals, specialty chemicals and food ingredients. Since acquiring the plant in 1946, the Company has made major improvements, including construction of production facilities, a powerhouse and generating equipment and a large research complex adjacent to the plant. In 1992, major improvements to plant facilities were initiated, including a process effluent and waste water treatment facility and a major pharmaceutical capacity replacement project. Both projects are expected to be completed by 1996. In the research complex, construction of significant new buildings is continuing, with major enlargement (116,000 square feet) of the pharmaceutical research and development facilities. These improvements are also scheduled for completion by 1996. Construction was completed in 1993 on several research expansions including a 156,000-square-foot drug-safety building addition, a 30,000-square-foot central-utilities building, and a 442,000-square-foot parking facility.
Brooklyn Plant -- The Company's site in Brooklyn, New York, is on approximately 17 acres, including a number of buildings containing approximately 888,000 square feet of floor space. The primary operations, pharmaceutical dosage-form manufacturing and packaging, are housed in an eight-story production facility containing 545,000 square feet.
Vigo Plant and Research Facility -- These facilities, located in Vigo County near Terre Haute, Indiana, are on a site of approximately 2,100 acres owned in fee and consist of a number of buildings of
one to five stories containing approximately 740,000 square feet of floor space. Principal products produced at this plant are pharmaceutical products, bulk antibiotics, polydextrose and chymosin. Animal health research is also performed on this site.
Barceloneta Plant -- Pfizer Pharmaceuticals Inc. is located on an 89-acre property owned by the Company at Barceloneta, Puerto Rico. An additional 151 acres of land adjacent to this property were purchased in 1991 for future utilization. Acquisition of an adjacent 9-acre site was recently approved. The facilities contain four major manufacturing buildings (of two to four floors) and twelve support buildings with a total approximate area of 403,000 square feet of floor space; and ten additional facilities (tank farms, electrical substations, cooling towers, etc.) with an approximate area of 81,000 square feet, for a total plant facilities area of approximately 484,000 square feet. The plant houses organic synthesis manufacturing, pharmaceutical dosage-form manufacturing and packaging facilities and the required service areas, such as bulk and drum liquid storage, laboratories, utilities, engineering shops, employee services and administration.
Other U.S. Locations -- The Company also operates 15 other production facilities in the United States and has five regional sales and distribution centers in various parts of the country which are owned in fee.
The Company's world headquarters is located at 235 East 42nd Street, New York, NY. The Company owns this 33-story office building which contains approximately 650,000 square feet. The building stands on slightly less than one acre of land which is leased under an agreement expiring in 2057. In 1983, the Company purchased a nine-story office building located at 219 East 42nd Street, containing approximately 263,400 square feet which is immediately adjacent to the Company's headquarters. The Company also leases additional office space in New York City consisting of approximately 111,000 square feet.
Outside the United States -- The Company's major manufacturing facilities outside the United States are located in Australia, Belgium, Brazil, France, Germany, Great Britain, India, Ireland, Italy, Japan, Mexico and Spain. The plants in these twelve countries have an aggregate of over two million square feet of floor space. Other plants are located in over 17 additional countries located in various parts of the world.
Sandwich -- A large medicinal and animal health research unit is located in Sandwich, England, where an 82,000-square-foot clinical-sciences building became operational in 1993 and a 99,000-square-foot animal-sciences building became operational in early 1994. Construction is in progress on a 97,000-square-foot pharmaceutical sciences building due for occupancy in 1996 and also on a 120,000-square-foot administration and services building which is scheduled for completion in early 1995. An effluent treatment plant is also under construction at this location.
Ringaskiddy -- The Ringaskiddy facility in Ireland comprises three important bulk organic synthesis manufacturing plants, two of which are now in full operation. The third has just been completed and is scheduled for startup in early 1995. Ringaskiddy manufactures the majority of bulk products required by the International Pharmaceuticals Group in its worldwide dosage-form operations. These manufacturing plants are computer controlled and among them provide considerable flexibility in supplying both the current and foreseeable requirements for the Group. Ringaskiddy's manufacturing operations are self-supported by a modern and efficient infrastructure, providing such services as utilities, quality assurance, environmental treatment systems and maintenance.
Nagoya -- The Nagoya facility in Japan encompasses several significant individual operations in addition to its research function. Fermentation, bulk organic synthesis and dosage-form manufacturing are important to the supply of the Company's operations in Japan (the country with the second largest sales after the United States) as well as elsewhere in the world. Various facilities on the site are computer controlled and, similar to Ringaskiddy, the manufacturing operations are self-supported by utility services, quality assurance, environmental treatment systems and maintenance functions.
In addition to the facilities outlined above, research laboratories also exist in France and Germany.
The Company's major manufacturing facilities in the U.S. and the other locations referred to above manufacture various products for all of the Company's businesses. These properties are maintained in good operating condition and the manufacturing facilities have capacities considered adequate to meet the Company's needs.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in a number of claims and litigations, including product liability claims and litigations considered normal in the nature of its businesses. These include suits involving various pharmaceutical and hospital products that allege either reaction to or injury from use of the product.
As previously disclosed, numerous claims have been brought against the Company and Shiley Incorporated, a wholly owned subsidiary, alleging either personal injury from fracture of 60(degree) or 70(degree) Shiley Convexo-Concave (C/C) heart valves, or anxiety that properly functioning implanted valves might fracture in the future or, in a few cases, personal injury from a prophylactic replacement of a functioning valve.
In an attempt to resolve all claims alleging anxiety that properly functioning valves might fracture in the future, the Company entered into a settlement agreement in January 1992 in Bowling v. Shiley et al., a case brought in the United States District Court for the Southern District of Ohio that establishes a worldwide settlement class of people with C/C heart valves and their spouses, except those who elect to exclude themselves. The settlement provides for a Consultation Fund of $90 to $140 million (depending on the number of claims filed) from which valve recipients who make claims will receive payments that are intended to cover their cost of consultation with cardiologists or other health care providers with respect to their valves. The settlement agreement establishes a second fund of at least $75 million to support C/C valve-related research, including the development of techniques to identify valve recipients who may have significant risk of fracture, and to cover the unreimbursed medical expenses that valve recipients may incur for certain procedures related to the valves. The Company's obligation as to coverage of these unreimbursed medical expenses is not subject to any dollar limitation. Following a hearing on the fairness of the settlement, it was approved by the court on August 19, 1992. An appeal of the court's approval of the settlement was dismissed on December 20, 1993 by the United States Court of Appeals for the Sixth Circuit. A motion for rehearing en banc was denied on March 8, 1994, and the U.S. Supreme Court denied a writ of certiorari on October 4, 1994. It is expected that most of the costs arising from the Bowling class settlement will be covered by insurance and the proceeds of the sale of certain product lines of the Shiley businesses in 1992. Of approximately 900 implantees (and spouses of some of them) who opted out of the Bowling settlement class, eight have cases pending; approximately 792 have been resolved; and approximately 100 have never filed a case or claim.
Several claims relating to elective reoperations of valve recipients are currently pending. Some of these claims relate to elective reoperations covered by the Bowling class settlement described above, and, therefore, the claimants are entitled to certain benefits in accordance with the settlement. Such claimants, if they irrevocably waive all of the benefits of the settlement, may pursue separate litigation to recover damages in spite of the class settlement. The Company is defending these claims.
Generally, the plaintiffs in all of the pending heart valve litigations discussed above seek money damages. Based on the experience of the Company in defending these claims to date, including available insurance and reserves, the Company is of the opinion that these actions should not have a material adverse effect on the financial position or the results of operations of the Company.
On September 30, 1993, Dairyland Insurance Co., a carrier providing excess liability coverage ("excess carrier") in the early 1980s, commenced an action in the California Superior Court in Orange County, seeking a declaratory judgment that it was not obligated to provide insurance coverage for
Shiley heart valve liability claims. On October 8, 1993, Pfizer filed cross-complaints against Dairyland and filed third-party complaints against 73 other excess carriers who sold excess liability policies covering periods from 1978 to 1985, seeking damages and declaratory judgments that they are obligated to pay for defense and indemnity to the extent not paid by other carriers.
The Company's operations are subject to federal, state and local environmental laws and regulations. Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA" or "Superfund"), the Company has been designated as a potentially responsible party by the United States Environmental Protection Agency with respect to certain waste sites with which the Company may have had direct or indirect involvement. Similar designations have been made by some state environmental agencies under applicable state superfund laws. Such designations are made regardless of the extent of the Company's involvement. There are also claims that the Company is a potentially responsible party or participant with respect to several waste sites in Canada. Such claims have been made by the filing of a complaint, the issuance of an administrative directive or order, or the issuance of a notice or demand letter. These claims are in various stages of administrative or judicial proceedings. They include demands for recovery of past governmental costs and for future investigative or remedial actions. In many cases, the dollar amount of the claim is not specified. In most cases, claims have been asserted against a number of other entities for the same recovery or other relief as was asserted against the Company. The Company is currently participating in remedial action at a number of sites under federal, state and local laws.
To the extent possible with the limited amount of information available at this time, the Company has evaluated its responsibility for costs and related liability with respect to the above sites and is of the opinion that the Company's liability with respect to these sites should not have a material adverse effect on the financial position or the results of operations of the Company. In arriving at this conclusion, the Company has considered, among other things, the payments that have been made with respect to the sites in the past; the factors, such as volume and relative toxicity, ordinarily applied to allocate defense and remedial costs at such sites; the probable costs to be paid by the other potentially responsible parties; total projected remedial costs for a site, if known; existing technology; and the currently enacted laws and regulations. The Company anticipates that a portion of these costs and related liability will be covered by available insurance.
Through the early 1970s, Pfizer (Minerals Division) and Quigley Company, Inc., a wholly owned subsidiary, sold a minimal amount of one construction product and several refractory products containing some asbestos. These sales were discontinued thereafter. Although these sales represented a minor market share, the Company has been named as one of a number of defendants in numerous lawsuits. These actions, and actions related to the Company's sale of talc products in the past, claim personal injury resulting from exposure to asbestos-containing products, and nearly all seek general and punitive damages. In these actions, the Company or Quigley is typically one of a number of defendants, and both are members of the Center for Claims Resolution (the "CCR"), a joint defense organization that is defending these claims. The Company and Quigley are responsible for varying percentages of defense and liability payments for all members of the CCR. Prior to September 1990, the cases involving talc products were defended by the CCR, but the Company is now overseeing its own defense of these actions. A number of cases alleging property damage from asbestos-containing products installed in buildings have also been brought against Pfizer.
On January 15, 1993, a class action complaint and settlement agreement were filed in the United States District Court for the Eastern District of Pennsylvania involving all personal injury claims by persons who have been exposed to asbestos-containing products, but who have not yet filed a personal injury action against the 20 members of the CCR. The settlement agreement establishes a claims-processing mechanism that will provide historic settlement values upon proof of impaired medical condition as well as claims-processing rates over 10 years. In addition, the shares allocated to the CCR members eliminate joint and several liability. The court has determined that the settlement is fair and reasonable. Subsequently, the court entered an injunction enforcing its determination. An appeal from that injunction is pending in the United States Court of Appeals for the Third Circuit.
Concurrently with the filing of the future claims class action, the CCR settled approximately 16,360 personal injury cases on behalf of Pfizer and Quigley. It is the CCR's intention to settle remaining and opt-out cases and claims on a similar basis to past settlements. The total pending number of cases as of December 31, 1994 is 14,543 asbestos cases against Quigley, 5,643 asbestos cases against Pfizer Inc. and 147 talc cases against Pfizer Inc.
Costs incurred by the Company in defending the asbestos personal injury claims and the property damage claims, as well as settlements and damage awards in connection therewith, are largely insured against under policies issued by several primary insurance carriers and a number of excess carriers. The Company believes that its costs incurred in defending and ultimately disposing of the asbestos personal injury claims, as well as the property damage claims, will be largely covered by insurance policies issued by carriers that have agreed to provide coverage, subject to deductibles, exclusions, retentions and policy limits. In connection with the future claims settlement, the defendants have commenced a third-party action against their respective excess insurance carriers that have not agreed to provide coverage seeking a declaratory judgment that (a) the future claims settlement is fair and reasonable as to the carriers; (b) the carriers had adequate notice of the future claims class settlement; and (c) the carriers are obligated to provide coverage for asbestos personal injury claims. Based on the Company's experience in defending the claims to date and the amount of insurance coverage available, the Company is of the opinion that the actions should not ultimately have a material adverse effect on the financial position or the results of operations of the Company.
In connection with the divestiture of Minerals Technologies Inc. (MTI), to which the net assets of the Pfizer Minerals and the Quigley businesses were transferred, Pfizer and Quigley agreed to indemnify MTI against any liability with respect to products manufactured and sold prior to October 30, 1992, as well as against liability for certain environmental matters.
The Company has been named, together with numerous other manufacturers of brand name prescription drugs and certain companies that distribute brand name prescription drugs, in suits brought by retail pharmacy companies in federal and state courts. The federal cases consist principally of a class action by retail pharmacies (including approximately 30 named plaintiffs), as well as additional actions by approximately 1,900 individual retail pharmacies (the "individual actions"). These cases, all of which have been or are in the process of being transferred to the United States District Court for the Northern District of Illinois and coordinated for pretrial purposes, allege that the defendant drug manufacturers have violated the Sherman Act in that they have unlawfully agreed with each other (and, as alleged in some cases, with wholesalers) not to extend to retail pharmacy companies the same discounts allegedly extended to managed care companies, mail order pharmacies and certain other institutional purchasers. In addition, the individual actions also allege violations of the Robinson-Patman Act in that the manufacturers allegedly have unlawfully discriminated against retail pharmacy companies by not extending them such discounts.
The federal court has certified a class consisting of all persons or entities who, since October 15, 1989, bought prescription brand name drugs from any manufacturer or wholesaler defendant, but specifically excluding government entities, mail order pharmacies, HMOs, hospitals, clinics and nursing homes. The federal court had denied a motion for certification made by a purported class of Alabama consumers (in a case that was originally filed in state court, then removed to federal court). In the state cases, motions for class certification are anticipated, except in one Alabama action still in state court, where plaintiffs have stated that they intend to amend their complaint to withdraw their class allegations.
The Company believes that these cases are without merit and is vigorously defending them.
FDA administrative proceedings relating to Plax are pending, principally an industry-wide call for data on all anti-plaque products by the FDA. The call for data notice specified that products that have been marketed for a material time and to a material extent may remain on the market pending FDA review of the data, provided the manufacturer has a good faith belief that the product is generally recognized as safe and effective and is not misbranded. The Company believes that Plax satisfied these
requirements and prepared a response to the FDA's request, which was filed on June 17, 1991. This filing, as well as the filings of other manufacturers, is still under review and is currently being considered by an FDA Advisory Committee.
A consolidated class action on behalf of persons who allegedly purchased Pfizer common stock during the March 24, 1989 through February 26, 1990 period is pending in the United States District Court for the Southern District of New York. This lawsuit, which commenced on July 13, 1990, alleges that the Company and certain officers and former directors and officers violated federal securities law by failing to disclose potential liability arising out of personal injury suits involving Shiley heart valves and seeks damages in an unspecified amount. The defendants in this action believe that the suit is without merit and are vigorously defending it. A derivative action commenced on April 2, 1990 against certain directors and officers and former directors and officers alleging breaches of fiduciary duty and other common law violations in connection with the manufacture and distribution of Shiley heart valves is pending in the Superior Court, Orange County, California. The complaint seeks, among other forms of relief, damages in an unspecified amount. The defendants in the action believe that the suit is without merit and are vigorously defending it.
On January 28, 1993, a purported class action entitled Kearse v. Pfizer Inc. and Howmedica Inc. was commenced in the United States District Court for the Northern District of Ohio. Howmedica Inc. ("Howmedica") is a wholly owned subsidiary of the Company. The action sought monetary and injunctive relief, including medical monitoring, on behalf of patients implanted with the Howmedica P.C.A. one-piece acetabular hip component, which was manufactured by Howmedica from 1983 to 1990. The complaint alleged that the prostheses were defectively designed and manufactured and posed undisclosed risks to implantees. On August 3, 1993, a virtually identical purported class action, Bradshaw/Davids v. Pfizer Inc. and Howmedica Inc., was brought and the Kearse case was subsequently voluntarily dismissed. The district court has denied the plaintiffs' motion to certify the case as a class action. The Company believes that the suit is without merit and is vigorously defending it.
During 1994, seven purported class actions were filed against American Medical Systems ("AMS") in federal courts in South Carolina (later transferred to Minnesota), California, Minnesota (2), Indiana, Ohio and Louisiana. In January 1995, an additional purported class action was filed in state court in Louisiana, replicating the federal suit. The California and Indiana suits and one Minnesota suit also name Pfizer Inc. as a defendant, based on its ownership of AMS. The suits seek monetary and injunctive relief on the basis of allegations that implantable penile prostheses are prone to unreasonably high rates of mechanical failure and/or various autoimmune diseases as a result of silicone materials. On September 30, 1994, the federal Judicial Panel on Multidistrict Litigation denied the various plaintiffs' motions to consolidate or coordinate the cases for pretrial proceedings. On February 28, 1995, the Court in the Ohio suit conditionally granted plaintiffs' motion for class certification and on March 3, 1995, the Court in the California suit denied plaintiffs' motion for class certification. The Company believes the suits are without merit and is vigorously defending them.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to the "Quarterly Consolidated Statement of Income (Unaudited)" found on page 53 and to page 58 of the Annual Report to Shareholders for the fiscal year ended December 31, 1994.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
SELECTED CONSOLIDATED STATEMENT OF INCOME DATA
SELECTED CONSOLIDATED BALANCE SHEET DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information required by this item is incorporated by reference to the "Financial Review" on pages 26 through 33 of the Annual Report to Shareholders for the fiscal year ended December 31, 1994.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated by reference to the "Independent Auditors' Report" found on page 34 and to pages 35 through 53 of the Annual Report to Shareholders for the fiscal year ended December 31, 1994.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with regard to the Directors of the Company, including those of the following Executive Officers who are Directors, is incorporated by reference to pages 3 through 7 of the Company's Proxy Statement dated March 16, 1995.
The Board of Directors elects officers at its first meeting after each annual meeting of shareholders. The Board may also elect officers from time to time throughout the year. Elected officers of the Company hold office until their successors are chosen or until their earlier death, resignation or removal.
BUSINESS EXPERIENCE OF NON-DIRECTOR OFFICERS
BRIAN W. BARRETT
Mr. Barrett joined Pfizer Canada in 1966, where he served in various financial positions, including Chief Financial Officer of the Canadian subsidiary. In 1971, he was appointed Assistant Controller of Pfizer International in New York; in 1973, Director of International Planning and in 1976, Director of Planning. In 1980, Mr. Barrett was appointed Vice President -- Corporate Strategic Planning; in 1983, he became Vice President -- Finance for Pfizer International; in 1985, President -- Africa/ Middle East and in 1991, President -- Asia/Canada. In 1992, Mr. Barrett was elected Vice President of the Company. He assumed the responsibilities of his present position, President, Northern Asia, Australasia and Canada -- International Pharmaceuticals Group, in 1993.
M. KENNETH BOWLER
Mr. Bowler joined the Company in 1989, and has been Vice President -- Federal Government Relations since 1990. He formerly served as Staff Director for the House Ways and Means Committee.
C. L. CLEMENTE
Mr. Clemente joined the Company in 1964 and has served as Vice President; General Counsel and Secretary, Pfizer International, Inc. He has also held the position of Vice President of Coty, formerly Pfizer's fragrance and cosmetic division. In 1983, he was named Associate General Counsel of Pfizer Inc. In 1986, he was elected Vice President; General Counsel and Secretary of the Company. He became a member of the Corporate Management Committee of the Company in 1991. In 1992, he was elected Senior Vice President -- Corporate Affairs; Secretary and Corporate Counsel.
BRUCE R. ELLIG
Mr. Ellig joined the Company in 1960. He progressed through a number of positions of increasing responsibility in the Corporate Personnel Division including Vice President -- Compensation and Benefits in 1978 and Vice President -- Employee Relations in 1983. In 1985, he was elected Vice President -- Personnel of the Company.
DONALD F. FARLEY
Mr. Farley joined the Company in 1965 as Production Engineer for the Chemical Division. After serving in a number of positions of increasing responsibility within the Chemical Division, he was named its Vice President, Operations in 1982. In 1986 he became Senior Vice President of the Division, and in 1988, Executive Vice President -- Specialty Chemicals. In 1992, Mr. Farley was named President of the Food Science Group and in February 1993 was elected a Vice President of the Company.
DAVID M. FITZGERALD
Mr. Fitzgerald joined the Company's Howmedica division in 1970 as Controller. In 1974, he was promoted to Corporate Controller of Howmedica. He served as Assistant General Manager and Vice President -- General Manager and in 1980 he assumed responsibility for Howmedica's worldwide orthopedics operations. In 1982, he was appointed Senior Vice President of Howmedica. In 1984, he became President of Howmedica and Senior Vice President of Hospital Products. In 1988, he became Executive Vice President of the Hospital Products Group. In 1992, Mr. Fitzgerald was elected Vice President of the Company.
GEORGE A. FORCIER
Dr. Forcier joined the Company in 1966 as Analytical Research Chemist for the Company's Medical Research Laboratories. In 1970, he was named Project Leader, in 1979 Manager, and in 1981, Assistant Director of the Analytical Research Department. In 1986, he was named Director of the Analytical Research and Development Department and in 1991, he became Group Director. Dr. Forcier was elected Vice President -- Quality Control of the Company, effective January 1, 1994.
P. NIGEL GRAY
Mr. Gray joined the Company in 1975 as Export Sales Manager for Howmedica U.K., Ltd. in England and progressed through a number of positions of increasing responsibility before being named Vice President, Marketing for Howmedica Europe in 1983. In 1987, Mr. Gray became Senior Vice President and General Manager of Howmedica International in Staines, England, then President of Howmedica International in 1992. In 1993, he came to New York as Executive Vice President of the Company's Hospital Products Division and President of the Medical Devices Division and in October 1994, he was elected a Vice President of the Company.
WILLIAM E. HARVEY
Mr. Harvey joined the Company in 1966 as Assistant to the Treasurer of Pfizer International. In 1969, he was appointed Assistant Treasurer, International and in 1981, he became Assistant Treasurer of the Company. In 1990, Mr. Harvey was elected Vice President; Treasurer of the Company and served in this capacity until his retirement on December 31, 1994.
GARY N. JORTNER
Mr. Jortner joined the Company in 1973 as a Systems Analyst for Pfizer Pharmaceuticals. In 1974, he transferred to product management and progressed through a series of promotions that resulted in his being named Group Product Manager for Pfizer Labs in 1978. In 1981, he became Vice President of Marketing for Pfizer Labs. In 1986, he was promoted to Vice President of Operations for Labs. In 1991, he was named Vice President and General Manager, Pfizer Labs Division. In 1992, Mr. Jortner was elected Vice President of the Company. In 1994, he was named Vice President; Group Vice President, Disease Management -- U.S. Pharmaceuticals Group.
KAREN L. KATEN
Ms. Katen joined the Company in 1974 as a Marketing Associate for Pfizer Pharmaceuticals. Beginning in 1975, she progressed through a number of positions of increasing responsibility in the Roerig product management group which resulted in her being named Group Product Manager in 1978. In 1980, she transferred to Pfizer Labs as a Group Product Manager and later became Director, Product Management. In 1983, she returned to Roerig as Vice President -- Marketing. In 1986, she was named Vice President and General Manager -- Roerig Division. In 1992, she was elected Vice President of the Company. In May 1993, Ms. Katen became Executive Vice President of the U.S. Pharmaceuticals Group.
ALAN G. LEVIN
Mr. Levin joined the Company in 1987 as Senior Operations Auditor for the Controllers Division, and in 1988 joined the Treasurer's Division as Controller, Pfizer International Bank. He became Director -- Finance, International in 1991 and in 1993 was named Senior Director -- Finance, Asia. On January 1, 1995, Mr. Levin was elected Treasurer of the Company.
HENRY A. MCKINNELL
Dr. McKinnell joined the Company in 1971. In 1977, he became Vice President -- Area Manager for Pfizer Asia. In 1979, he became Executive Vice President and in 1981, President of Pfizer Asia. In 1984, Dr. McKinnell was named Vice President -- Corporate Strategic Planning and in 1986, he was elected a Vice President of the Company. In 1990, Dr. McKinnell became the Company's Chief Financial Officer and was named Vice President -- Finance of the Company. In 1992, he became a member of the Corporate Management Committee of the Company. In that same year, he became Executive Vice President of the Company and President of the Company's Hospital Products Group, in addition to remaining the Company's Chief Financial Officer.
BROWER A. MERRIAM
Mr. Merriam joined the Company in 1969 as Country Manager for Peru, and in 1971, he was appointed Country Manager for Argentina. In 1973, he was appointed President of Pfizer Latin America. He was appointed Director of Pfizer International in 1984, and in 1988 assumed the position of President for Latin America, Southeast Asia, Indo-Pacific and Canada. In 1990, he was appointed Executive Vice President of Pfizer International. In 1991, he became Executive Vice President of the Animal Health Group and in 1992 was appointed its President. Mr. Merriam was elected a Vice President of the Company in 1992.
JOHN C. MESLOH
Mr. Mesloh joined Howmedica, Inc. as Controller in 1973. In 1974, he was appointed Vice President -- Finance and Treasurer of Howmedica, and in 1980 he was elected Corporate Controller of the Company. In 1989, Mr. Mesloh was elected Vice President of the Company. Mr. Mesloh was elected Vice President, Corporate Purchasing, effective January 1993.
VICTOR P. MICATI
Mr. Micati joined the Company in 1965 as a Management Candidate for Pfizer Labs. Beginning in 1966, he progressed through a number of positions of increasing responsibility in the Pfizer Labs Division, which resulted in his being named Vice President -- Marketing in 1971. In 1972 he became Vice President of Pharmaceutical Development for International Pharmaceuticals. In 1980, he was named Executive Vice President of the European Management Center. He returned to the International Pharmaceutical Division in 1984 as Senior Vice President, and in 1990 was named President, Pfizer Europe. In 1992, Mr. Micati was elected Vice President of the Company.
PAUL S. MILLER
Mr. Miller joined the Company in 1971 and was appointed an Assistant Secretary and Assistant General Counsel in 1975. In 1983, he was named Associate General Counsel. In 1986, he became Secretary of the Corporate Management Committee and in that same year he was elected Vice President; General Counsel of the Company. He became a member of the Corporate Management Committee of the Company in 1991. In 1992, Mr. Miller was elected Senior Vice President -- General Counsel of the Company.
GEORGE M. MILNE, JR.
Dr. Milne joined the Company in 1970 as a Research Scientist. In 1973, he was named Senior Research Scientist and progressed through a number of positions of increasing responsibility which resulted in his being named Vice President, Research and Development Operations in 1985. In 1988, Dr. Milne became Senior Vice President, Research and Development, and in September 1993, he was elected Vice President of the Company and President, Central Research.
ROBERT NEIMETH
Mr. Neimeth joined the Company in 1962 as a management trainee, subsequently serving as Country Manager, Nigeria, as Vice President, Pharmaceutical Development in Asia, and then as President of Pfizer Asia from 1972 to 1977. He then served as Vice President and Director of Operations for Pfizer Labs in the U.S. In 1980 he became President, Pfizer Europe and, in 1983, Mr. Neimeth became a Vice President of the Company. In 1984, he was also elected Executive Vice President of Pfizer International Subsidiaries and assumed supervision of the pharmaceutical business in Africa and the Middle East, in addition to his responsibilities in Europe. In 1990, he was named President, Pfizer International Subsidiaries. In 1991, he became Chairman, President and Chief Executive Officer of Pfizer International. He also became a member of the Corporate Management Committee of the Company in 1991. In 1992, he was elected Executive Vice President of the Company, and President, International Pharmaceuticals Group. In this capacity, Mr. Neimeth supervises the Company's International Pharmaceutical and worldwide Animal Health operations.
JOHN F. NIBLACK
Dr. Niblack joined the Company in 1967 and held various management positions in new-drug discovery operations before being appointed in 1984 as Vice President, Medicinal Products Research and in 1986 as Executive Vice President, Central Research. In 1990, Dr. Niblack was named President -- Central Research and elected a Vice President of the Company. In September 1993, Dr. Niblack was elected Executive Vice President -- Research and Development, and became a member of the Corporate Management Committee of the Company.
WILLIAM J. ROBISON
Mr. Robison joined the Company in 1961 as a Sales Representative for Pfizer Labs. After serving in a number of positions of increasing responsibility in the Labs division, he was appointed Vice President of Sales in 1980, and Senior Vice President, Pfizer Labs in 1986. In 1990 he was appointed Vice President and General Manager of Pratt Pharmaceuticals, and in 1992 assumed his present position as President of the Consumer Health Care Group. In 1992, Mr. Robison was also elected Vice President of the Company.
HERBERT V. RYAN
Mr. Ryan joined the Company in 1962 as Supervisor, Capital Assets. In 1964 he was named Supervisor, Corporate Ledger and in 1966 became Director, Corporate Accounting. In 1981 he was appointed Assistant Controller, Corporate Accounting. In 1993, Mr. Ryan was elected Controller.
CRAIG SAXTON
Dr. Saxton joined the Company in 1976 as Clinical Projects Director for the Central Research Division of Pfizer Ltd. in Sandwich, England. In 1981, he was named Senior Associate Medical Director for the International Division of Pfizer Inc., and in 1982 became the Division's Vice President, Medical Director. Dr. Saxton became Senior Vice President, Clinical Research and Development for the Central Research Division in 1988. In September 1993, he was named Executive Vice President -- Central Research and was elected a Vice President of the Company.
GERALD H. SCHULZE
Mr. Schulze joined the Company in 1971 as a Medical Service Representative for Roerig. He served in a number of positions of increasing responsibility in the Pharmaceuticals and International divisions before being named Vice President -- Business Development for the Consumer Products division in 1985. In 1987, he was named Vice President -- Business Development for Hospital Products, and in 1988, became that division's Senior Vice President. In 1992, he was elected a Vice President of the Company and was named Executive Vice President for the Hospital Products Group
and President of the Medical Devices Division. In November 1993, Mr. Schulze was elected Vice President, Corporate Strategic Planning of the Company. In October 1994, he was elected Vice President, Pharmaceutical Planning.
ROBERT L. SHAFER
Mr. Shafer joined the Company in 1966 as Assistant to the Director of Government Relations. In 1967, he became Associate Director of Government Relations and in 1968, Director of Government Relations. In 1973, Mr. Shafer was elected a Vice President of the Company. In 1982, he was elected Vice President -- Public Affairs.
DAVID L. SHEDLARZ
Mr. Shedlarz joined the Company in 1976 as Senior Financial Analyst for the Pharmaceuticals Division. After serving in a number of positions of increasing responsibility, he was named Production Controller in 1979 and Assistant Group Controller in 1981. In 1984, he became Group Controller and in 1989 was named Vice President of Finance for the Pharmaceuticals Group. In 1992, Mr. Shedlarz was elected Vice President -- Finance of the Company.
FREDERICK W. TELLING
Dr. Telling joined the Company in 1977 as Associate Personnel Manager for the Pharmaceuticals Division and progressed through a number of positions of increasing responsibility before being named Director of Planning for the Pharmaceuticals Division in 1981. In 1987, he was named the Vice President of Planning and Policy, and in 1994, Senior Vice President of Planning and Policy for the Company's U.S. Pharmaceuticals Group. In October 1994, Dr. Telling was elected Vice President, Corporate Strategic Planning and Policy.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information with regard to executive compensation is incorporated by reference to pages 8 through 19 of the Company's Proxy Statement dated March 16, 1995.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with regard to security ownership of certain beneficial owners and management is incorporated by reference to pages 2 through 7 of the Company's Proxy Statement dated March 16, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with regard to certain relationships and related transactions is incorporated by reference to pages 20 and 21 of the Company's Proxy Statement dated March 16, 1995.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following is a list of all Financial Statement Schedules and Exhibits filed as a part of this Annual Report.
(a)(1) Financial Statements
See Part II
(a)(2) Financial Statement Schedule
Schedules not listed above have been omitted for the reason that they are inapplicable or not required or the information is given elsewhere in the financial statements. The financial statements of unconsolidated subsidiaries are omitted on the basis that these subsidiaries, considered in the aggregate, would not constitute a significant subsidiary.
(a)(3) Exhibits
(b) The Company filed a report on Form 8-K dated December 13, 1994.
Exhibits to the Form 10-K are available upon request at the charges set out below. Requests should be directed to C. L. Clemente, Secretary, Pfizer Inc., 235 East 42nd Street, New York, N.Y. 10017.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pfizer Inc. (Registrant)
By /s/ C.L. CLEMENTE
----------------------------------- C.L. Clemente (Secretary)
Dated: March 23, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
PFIZER INC. AND SUBSIDIARY COMPANIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
The following trademarks, found in this report, are among those used by Pfizer Inc.
CARDURA (DOXAZOSIN MESYLATE) DIFLUCAN (FLUCONAZOLE) ENABLE (TENIDAP) ENABLEX (TENIDAP) E5 (ANTI-ENDOTOXIN ANTIBODY) FELDENE (PIROXICAM) GLUCOTROL (GLIPIZIDE) GLUCOTROL XL (GLIPIZIDE GITS) NORVASC (AMLODIPINE BESYLATE) PROCARDIA (NIFEDIPINE) PROCARDIA XL (NIFEDIPINE GITS) REACTINE (CETIRIZINE) UNASYN (SULBACTAM/AMPICILLIN) ZITHROMAX (AZITHROMYCIN) ZOLOFT (SERTRALINE) ABG ALTA DURACON GAMMA LUHR PARATREND P.C.A. SIMPLEX LITESSE (POLYDEXTROSE) ADVOCIN (DANOFLOXACIN) AVIAX (SEMDURAMICIN) BANMINTH (PYRANTEL TARTRATE) BOVISHIELD COXISTAC (SALINOMYCIN) DECTOMAX (DORAMECTIN) FILARIBITS (DIETHYLCARBAMAZINE CITRATE) LEUKOCELL MECADOX (CARBADOX) NEMEX (PYRANTEL PAMOATE) RESPISURE STAFAC (VIRGINIAMYCIN) TERRAMYCIN LA-200 (OXYTETRACYCLINE) TM/LA (OXYTETRACYCLINE) PARATECT (MORANTEL TARTRATE) POSISTAC (SALINOMYCIN) VALBAZEN (ALBENDAZOLE) VANGUARD BARBASOL BEN-GAY DAILY CARE FROM DESITIN DESITIN PLAX RID UNISOM (DOXYLAMINE SUCCINATE) UNISOM SLEEPGELS VISINE (TETRAHYDROZOLINE HCI)
EXHIBIT INDEX