15(a)(1) Financial Statements. The following consolidated financial statements, related notes, report of independent
registered public accounting firm and supplementary data from our 2012 Financial Report are incorporated by reference into Item 8 of Part II of this 2012 Form 10-K:
• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
• Consolidated Statements of Income
15(a)(2) Financial Statement Schedules. Schedules are omitted because they are not required or because the information is provided elsewhere in the financial statements. The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.
15(a)(3) Exhibits. These exhibits are available upon request. Requests should be directed to our Corporate Secretary, Pfizer Inc., 235 East 42nd Street, New York, NY 10017-5755. The exhibit numbers preceded by an asterisk (*) indicate exhibits filed with this 2012 Form 10-K. All other exhibit numbers indicate exhibits filed by incorporation by reference. Exhibit numbers 10.1 through 10.24 are management contracts or compensatory plans or arrangements.
3.1 Our Restated Certificate of Incorporation dated April 12, 2004, is incorporated by reference from our 10-Q report 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 10-Q report for the period ended July 2, 2006 (File No. 001-03619).
3.3 Our By-laws, as amended April 22, 2010, are incorporated by reference from our 10-Q report for the period ended April 4, 2010 (File No. 001-03619).
4.1 Indenture, dated as of January 30, 2001, between us and The Chase Manhattan Bank, is incorporated by reference from our 8-K report filed on January 30, 2001 (File No. 001-03619).
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 10-Q report for the period ended June 28, 2009 (File No. 001-03619).
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 8-K report filed on June 3, 2009 (File No. 001-03619).
4.4 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.
4.5 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.
4.6 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 10-K report (File No. 001-01225).
40
4.7 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 8-K report filed on November 15, 2005 (File No. 001-01225).
4.8 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 8-K report filed on March 28, 2007 (File No. 001-01225).
4.9 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 8-K report filed on November 3, 2009 (File No. 001-03619).
4.10 Except as set forth in Exhibits 4.1-9 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 10-K Report (File No. 001-03619).
10.3 Form of Stock Option Grant Notice and Summary of Key Terms is incorporated by reference from our 10-Q report for the period ended September 26, 2004 (File No. 001-03619).
10.4 Form of Performance-Contingent Share Award Grant Notice is incorporated by reference from our 10-Q report 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 10-K Report (File No. 001-03619).
*10.7 Amended and Restated Nonfunded Deferred Compensation and Supplemental Savings Plan.
*10.8 Executive Annual Incentive Plan.
*10.9 Amended and Restated Deferred Compensation Plan.
10.10 Non-Employee Directors’ Retirement Plan (frozen as of October 1996) is incorporated by reference from our 1996 10-K report (File No. 001-03619).
10.11 Restricted Stock Plan for Non-Employee Directors is incorporated by reference from our 1996 10-K report (File No.
001-03619).
10.12 Amended and Restated Wyeth Supplemental Employee Savings Plan (effective as of January 1, 2005), together with all material Amendments is incorporated by reference from our 2011 10-K Report (File No. 001-03619).
10.13 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 10-K Report (File No. 001-03619).
10.14 Wyeth Directors’ Deferral Plan (as amended through December 15, 2007) is incorporated by reference from Wyeth’s 2007 10-K report (File No. 001-01225).
10.15 The form of Indemnification Agreement with each of our non-employee Directors is incorporated by reference from our 1996 10-K report (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.
41
10.16 The form of Indemnification Agreement with each of the Named Executive Officers identified in our 2013 Proxy Statement is incorporated by reference from our 1997 10-K report (File No. 001-03619).
10.17 Letter to Frank A. D’Amelio regarding replacement pension benefit dated August 22, 2007 is incorporated by reference from our 8-K report filed on August 22, 2007 (File No. 001-03619).
10.18 Executive Severance Plan is incorporated by referenced from our 8-K report filed on February 20, 2009 (File No. 001-03619).
10.19 Annual Retainer Unit Award Plan (for Non-Employee Directors) (frozen as of March 1, 2006) as amended, is incorporated by reference from our 2008 10-K report (File No. 001-03619).
10.20 Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, as amended, is incorporated by reference from our 10-Q report for the period ended July 3, 2011 (File No. 001-03619).
10.21 Form of Special Award Letter Agreement is incorporated by reference from our 8-K report filed on October 28, 2009 (File No. 001-03619).
10.22 Offer Letter to G. Mikael Dolsten, dated April 6, 2009, is incorporated by reference from our 10-Q report for the period ended April 3, 2011 (File No. 001-03619).
10.23 Offer Letter to Geno J. Germano, dated April 6, 2009, is incorporated by reference from our 10-Q report for the period ended April 3, 2011 (File No. 001-03619).
10.24 Warner-Lambert Company 1996 Stock Plan, as amended, is incorporated by reference from Warner-Lambert's 1999 10-K report (File No. 001-03608).
*12 Computation of Ratio of Earnings to Fixed Charges.
*13 Portions of the 2012 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
42
SIGNATURES
Under the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report was signed on behalf of the Registrant by the authorized person named below.
We, the undersigned directors and officers of Pfizer Inc., hereby severally constitute Amy W. Schulman and Matthew Lepore, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Under the requirements of the Securities Exchange Act of 1934, this report was signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
Signature Title Date
/ S / C ONST ANCE J. H ORNER
Constance J. Horner
Director February 28, 2013
/ S / S UZANNE N ORA J OHNSON
Suzanne Nora Johnson
Director February 28, 2013
/ S / J AMES M. K ILT S
James M. Kilts
Director February 28, 2013
/ S / G EORGE A. L ORCH
George A. Lorch
Director February 28, 2013
/ S / J OHN P. M ASCOT T E
John P. Mascotte
Director February 28, 2013
/ S / S T EPHEN W. S ANGER
Stephen W. Sanger
Director February 28, 2013
/ S / M ARC T ESSIER -L AVIGNE
Marc Tessier-Lavigne
Director February 28, 2013
44
Exhibit 10.5
On behalf of all our stakeholders, I want to thank you for the important role you play in Pfizer’s continued success. I am pleased to inform you that on February 23, 2012, Pfizer’s Compensation Committee of the Board of Directors approved the following grant under Pfizer’s Executive Long-Term Incentive Program (“Program”). Performance Share Awards (“PSAs”) N/A «PFE_PS» Grant Date – February 23, 2012
Vesting Date* – February 23, 2015
Performance Period: January 1, 2012 through December 31, 2014
Restricted Stock Units (“RSUs”) N/A «RSU» Grant Date – February 23, 2012 Vesting Date* – February 23, 2015
*This is also referred to as the date the restrictions lapse.
The enclosed Points of Interest document provides you with more detailed information about your grant and contains general information about the Program, applicable income tax consequences, and points of contact. This long-term incentive grant is governed by the terms and conditions set forth in this letter, the Points of Interest document and the Pfizer Inc 2004 Stock Plan, as amended and restated. It is important for you to read these materials, and it is recommended that you consult a qualified financial or tax advisor before making any decisions regarding the disposition of the stock resulting from the vesting of these awards.
These awards help you build ownership in Pfizer and a greater stake in the Company’s future success. I have great confidence in Pfizer’s future, and I look forward to working with you toward that future.
Sincerely, Ian C. Read Chairman and
Chief Executive Officer
Exhibit 10.7 PFIZER INC NONFUNDED DEFERRED COMPENSATION AND SUPPLEMENTAL SAVINGS PLAN
Amended and Restated as of January 1, 2012
SECTION 1 . CONTINUATION AND PURPOSE OF THE PLAN .
1.1 Continuation . There is hereby continued for the benefit of Members an unfunded plan of deferred compensation known as the “Pfizer Inc Nonfunded Deferred Compensation and Supplemental Savings Plan.”
1.2 Purpose . The purpose of this Plan is to provide a means by which an Eligible Employee may, in certain
circumstances, elect to defer receipt of a portion of his “Regular Earnings,” and such other deferrals as determined by the Company in accordance with Section 4.2.
1.3 Description of the Plan . The Plan became effective July 1, 1983, was amended and restated effective February 1, 2002, and was again amended and restated effective January 1, 2008, except as otherwise provided herein, to reflect: (i) the merger of Pharmacia Savings Plus Plan into the Plan, and (ii) the enactment of Code Section 409A and corresponding regulations, and (iii) certain other administrative design changes. The provisions of this restated and amended Plan shall govern Accounts on and after January 1, 2008 except with respect to Grandfathered Amounts. Except as specifically otherwise provided herein, the Grandfathered Amounts for Members who were Participants in the Pharmacia Savings Plus Plan on December 31, 2004 shall be governed by the provisions of the Pharmacia Savings Plus Plan as amended and restated effective July 1, 2002; the Grandfathered Amounts with respect to Members in this Plan on December 31, 2004, shall be governed by the provisions of this Plan as amended and restated effective February 1, 2002; and, for the period from January 1, 2005 through December 31, 2007 the provisions of this amended and restated Plan shall govern, except to the extent the provisions of this Plan are inconsistent with the administrative practices, policies, election forms and participant communications designed for reasonable good faith compliance with Code Section 409A during that interim period, which are incorporated herein by reference. The Plan was further amended and restated effective January 1, 2012 (except where provided otherwise) (i) to reflect the implementation of the Retirement Savings Contribution under the Pfizer Savings Plan that is eligible to be contributed to the Plan for a Member, effective January 1, 2011, and (ii) to provide that Members in the Pfizer Savings Plan for Residents of Puerto Rico are eligible to participate in the Plan as a result of the enactment of the Internal Revenue Code for a New Puerto Rico and certain other clarifying amendments.
For purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, the Plan shall be treated as two separate, unfunded plans. One plan shall be an “excess benefit plan” within the meaning of Section 3(36) of ERISA, and shall be comprised of accruals under the Plan that are made solely because of the applicable limitations under Section 415 of the Code, plus earnings thereon. All other accruals under the Plan, plus earnings thereon, shall be treated as made under a separate “top-hat” plan maintained by the Company primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, within the meanings of Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA. The Company shall be able to separately account for excess benefit plan accruals and earnings thereon, top-hat plan accruals and earnings thereon, and Special Accruals and earnings thereon.
SECTION 2 . DEFINITIONS .
The following words and phrases as used in this Plan have the following means:
2.1 Account . The term “Account” shall mean a Member’s individual account(s), as described in Section 5.1 of the Plan.
2.2 Annual Enrollment . The term “Annual Enrollment” shall mean the time period, as determined by the Committee in its sole and absolute discretion, prior to the beginning of a Plan Year in which Eligible Employees can elect to enroll or change their deferral elections under the Plan with respect to Regular Earnings expected to be earned in the next succeeding Plan Year.
Notwithstanding the foregoing, the Annual Enrollment period for any Plan Year shall not extend beyond December 31 st of the Plan Year immediately preceding the Plan Year that the election is with respect to.
2.3 Beneficiary . The term “Beneficiary” means the beneficiary on file for this Plan, or if none is on file, the person or entity who is the “Beneficiary” under the Qualified Plan, and with respect to Grandfathered Amounts under the Pharmacia Savings Plus Plan, the person or entity who is the “beneficiary” under the rules of that plan.
2.4 Board of Directors . The term “Board of Directors” means the Board of Directors of the Company.
2.5 Code . The term “Code” means the Internal Revenue Service Code of 1986, as amended.
2.6 Committee . The term “Committee” means the Committee, as described in the Qualified Plan, or any other person or entity that the Committee has authorized to act on its behalf under the Plan.
2.7 Company . The term “Company” means Pfizer Inc, a Delaware corporation, and any successor corporation.
2.8 Controlled Group. The term “Controlled Group” means the Company and any other entity with which the Company would be considered a single employer under Code section 414 (b) or (c), provided that, in applying Code sections 1563(a)(1), (2) and (3) and for purposes of determining a controlled group of corporations under section 414(b), "50 percent " shall be used instead of "80 percent", and in applying Treas. Reg. section 1.414(c)-2 for purposes of determining trades or businesses that are under common control for purposes of Code section 414(c), "50 percent" shall be used instead of "80 percent" each place it appears in Treas. Reg. section 1.414(c)-2. In addition, solely for purposes of determining a Separation from Service, the foregoing sentence shall be applied by using 30 percent instead of 50 percent.
2.9 Disability . Prior to January 1, 2012, the term “Disability” means a disability where the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that (i) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, and (ii) also satisfies the requirements of a "Disability" as defined under the Qualified Plan.
Effective as of January 1, 2012, a Member will be considered to have incurred a “Disability” for all purposes under the Plan if the Member’s Disability as set forth in the preceding paragraph relates to an illness, injury or impairment for which the Member was on an approved leave of absence in accordance with a Company short-term disability program and such leave commenced prior to January 1, 2012 (including if such Member subsequently returns to work and then goes out on another approved leave relating to the same illness, injury or impairment as of or after January 1, 2012).
2.10 Eligible Employee . The term “Eligible Employee” means any “Member” as defined under a Qualified Plan who:
(i) (a) in the year he or she first becomes eligible to participate in the Plan (as determined in accordance with consistent rules established by the Committee in its sole and absolute discretion and in accordance with Section 409A) in any month of that year: (1) is projected to receive Compensation (as defined in the Qualified Plan) for that Plan Year in excess of the limitation of Section 401(a)(17) of the Code or Section 1081.01(a)(12) of the PR Code or whose account under the Qualified Plan is projected to be credited during that Plan Year with “annual additions,” as defined in Section 415(c)(2) of the Code or Section 1081.01(a)(11) of the PR Code equal to the maximum permitted under Section 415(c)(1)(A) of the Code or Section 1081.01(a)(11) of the PR Code, respectively;
and (2) who is an employee of an Employer who: (A) has reached the point in time when he or she has been projected to have Compensation (as defined in the Qualified Plan) in excess of the Limitation under Section 401(a)(17) of the Code or Section 1081.01(a) (12) of the PR Code, or (B) has reached the point in time when he or she has Compensation (as defined in the Qualified Plan) equal to the amount of Compensation at which point he or she was projected to reach the Section 415(c)(2) or Section 1081.01(a)(11) of the PR Code Limitation on annual additions under the Qualified Plan; or (b) in any subsequent year an Eligible Employee who in any prior year was an Eligible Employee under the Plan and who the Company determines in an Annual Enrollment (based on elections in effect and salary projections on the last business day of the calendar year of the Annual Enrollment (or as otherwise determined based on consistent rules established by the Committee in its sole and absolute discretion and in accordance with Section 409A) is expected to have annualized Compensation for the subsequent Plan Year in excess of the limitation of Section 401(a)(17) of the Code or Section 1081.01(a)(12) of the PR Code, or is expected in the next succeeding Plan Year to have his or her Account under the Qualified Plan credited with annual additions in excess of the maximum amount permitted under Section 415(c)(1)(A) of the Code or Section 1081.01(a)(11) of the PR Code and who is an Employee and has an election to defer Excess Regular Earnings under the Plan in effect at the time he or she had been projected to reach the limitation under Section 401(a)(17) or Section 1081.01(a)(12) of the PR Code or Section 415(c)(1)(A) of the Code or Section 1081.01(a)(11) of the PR Code;
(ii) who receives a Retirement Savings Contribution under a Qualified Plan for that Plan Year and (A) is projected to receive Compensation in excess of the Limitations of Section 401(a)(17) of the Code or Section 1081.01(a)(12) of the PR Code, or (B) whose Account under a Qualified Plan is projected to be credited during that Plan Year with annual additions in excess of the maximum amount permitted under Section 415(c)(1)(A) of the Code or Section 1081.01(a)(11) of the PR Code, or
(iii) any other person who is a member of a select group of management or highly compensated employees of the Company and who is designated by the Committee or an authorized officer of the Company (or his or her delegate) as an Eligible Employee to receive accruals under the Plan in accordance with Article 4.
2.11 ELT . The term “ELT” means the Chief Executive Officer of the Company and the team composed of his or her direct
2.11 ELT . The term “ELT” means the Chief Executive Officer of the Company and the team composed of his or her direct