Edgar Filing: PFIZER INC

a50269079.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2012

TRANSITION REPORT PURSUANT TO SECTION 13

OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

COMMISSION FILE NUMBER 1-3619

----

PFIZER INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State of Incorporation)

13-5315170

(I.R.S. Employer Identification No.)

235 East 42nd Street, New York, New York 10017

(Address of principal executive offices) (zip code)

(212) 733-2323

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES X NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES X NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large Accelerated filer X

Accelerated filer

Non-accelerated filer

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES NO X

At May 7, 2012, 7,488,136,070 shares of the issuer’s voting common stock were outstanding.

FORM 10-Q

For the Quarterly Period Ended

April 1, 2012

Table of Contents

PART I. FINANCIAL INFORMATION	Page

Item 1.
Financial Statements

Condensed Consolidated Statements of Income for the three months ended April 1, 2012 and April 3, 2011	3

Condensed Consolidated Statements of Comprehensive Income for the three months ended April 1, 2012 and April 3, 2011	4

Condensed Consolidated Balance Sheets as of April 1, 2012 and December 31, 2011	5

Condensed Consolidated Statements of Cash Flows for the three months ended April 1, 2012 and April 3, 2011	6

Notes to Condensed Consolidated Financial Statements	7

Review Report of Independent Registered Public Accounting Firm	40

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations	41

Item 3.
Quantitative and Qualitative Disclosures About Market Risk	75

Item 4.
Controls and Procedures	75

PART II. OTHER INFORMATION

Item 1.
Legal Proceedings	76

Item 1A.
Risk Factors	76

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds	77

Item 3.
Defaults Upon Senior Securities	77

Item 4.
Mine Safety Disclosures	77

Item 5.
Other Information	77

Item 6.
Exhibits	77

Signature	78

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended
(millions, except per common share data)	April 1, 2012		April 3, 2011

Revenues	$	15,405	$	16,502

Costs and expenses:
Cost of sales(a)		2,974		3,693
Selling, informational and administrative expenses(a)		4,133		4,503
Research and development expenses(a)		2,072		2,091
Amortization of intangible assets		1,420		1,376
Restructuring charges and certain acquisition-related costs		596		894
Other deductions––net		1,657		827
Income from continuing operations before provision for taxes on income		2,553		3,118
Provision for taxes on income		750		894
Income from continuing operations		1,803		2,224
Discontinued operations––net of tax		––		10
Net income before allocation to noncontrolling interests		1,803		2,234
Less: Net income attributable to noncontrolling interests		9		12
Net income attributable to Pfizer Inc.	$	1,794	$	2,222

Earnings per common share––basic:
Income from continuing operations attributable to Pfizer Inc. common shareholders	$	0.24	$	0.28
Discontinued operations––net of tax		––		––
Net income attributable to Pfizer Inc. common shareholders	$	0.24	$	0.28

Earnings per common share––diluted:
Income from continuing operations attributable to Pfizer Inc. common shareholders	$	0.24	$	0.28
Discontinued operations––net of tax		––		––
Net income attributable to Pfizer Inc. common shareholders	$	0.24	$	0.28

Weighted-average shares––Basic		7,537		7,982
Weighted-average shares––Diluted		7,598		8,035

Cash dividends paid per common share	$	0.22	$	0.20

(a)	Exclusive of amortization of intangible assets, except as disclosed in Note 9B. Goodwill and Other Intangible Assets: Other Intangible Assets.

See accompanying Notes to Condensed Consolidated Financial Statements.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended
(millions of dollars)	April 1, 2012			April 3, 2011

Net income before allocation to noncontrolling interests	$	1,803		$	2,234

Other Comprehensive Income
Foreign currency translation adjustments	$	263		$	1,589
Reclassification adjustments(a)		––			(7	)
		263			1,582

Unrealized holding gains/(losses) on derivative financial instruments		427			307
Reclassification adjustments for realized gains(a)		(300	)		(510	)
		127			(203	)

Unrealized holding gains/(losses) on available-for-sale securities		80			(36	)
Reclassification adjustments for realized losses(a)		17			10
		97			(26	)

Benefit plans: Actuarial gains/(losses)		1			––
Reclassification adjustments related to amortization(b)		117			70
Reclassification adjustments related to curtailments and settlements, net(b)		120			51
Other		15			(87	)
		253			34

Benefit plans: Prior service (costs)/credits and other		––			1
Reclassification adjustments related to amortization(b)		(19	)		(18	)
Reclassification adjustments related to curtailments and settlements, net(b)		(9	)		(11	)
Other		(2	)		(3	)
		(30	)		(31	)

Other comprehensive income, before tax		710			1,356
Tax expense/(benefit) on other comprehensive income(c)		204			(28	)
Other comprehensive income before allocation to noncontrolling interests	$	506		$	1,384

Comprehensive Income
Comprehensive income before allocation to noncontrolling interests	$	2,309		$	3,618
Less: Comprehensive income attributable to noncontrolling interests		8			16
Comprehensive income attributable to Pfizer Inc.	$	2,301		$	3,602

(a)	Reclassified into Other deductions—net in the Condensed Consolidated Statements of Income.

(b)	Generally reclassified into Cost of sales, Selling, informational and administrative expenses, and Research and development expenses in the Condensed Consolidated Statements of Income.

(c)	See Note 5B. Tax Matters: Taxes on Items of Other Comprehensive Income.

See accompanying Notes to Condensed Consolidated Financial Statements.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions of dollars)	April 1, 2012			Dec. 31, 2011
	(Unaudited)
Assets
Cash and cash equivalents	$	2,934		$	3,182
Short-term investments		21,038			23,270
Accounts receivable, less allowance for doubtful accounts		14,182			13,608
Inventories		7,189			6,969
Taxes and other current assets		9,361			9,441
Assets of discontinued operations and other assets held for sale		159			101
Total current assets		54,863			56,571
Long-term investments		10,632			9,814
Property, plant and equipment, less accumulated depreciation		16,192			16,938
Goodwill		45,252			45,067
Identifiable intangible assets, less accumulated amortization		52,801			53,833
Taxes and other noncurrent assets		5,943			5,779
Total assets	$	185,683		$	188,002

Liabilities and Shareholders’ Equity
Short-term borrowings, including current portion of long-term debt	$	5,526		$	4,018
Accounts payable		3,091			3,836
Dividends payable		1			1,796
Income taxes payable		1,930			1,013
Accrued compensation and related items		1,752			2,169
Other current liabilities		14,794			15,237
Total current liabilities		27,094			28,069

Long-term debt		33,543			34,931
Pension benefit obligations		6,181			6,355
Postretirement benefit obligations		3,346			3,344
Noncurrent deferred tax liabilities		19,739			19,597
Other taxes payable		6,984			6,886
Other noncurrent liabilities		5,119			6,199
Total liabilities		102,006			105,381

Commitments and Contingencies

Preferred stock		43			45
Common stock		446			445
Additional paid-in capital		71,786			71,423
Employee benefit trusts		(2	)		(3	)
Treasury stock		(33,519	)		(31,801	)
Retained earnings		48,124			46,210
Accumulated other comprehensive loss		(3,622	)		(4,129	)
Total Pfizer Inc. shareholders’ equity		83,256			82,190
Equity attributable to noncontrolling interests		421			431
Total shareholders’ equity		83,677			82,621
Total liabilities and shareholders’ equity	$	185,683		$	188,002

See accompanying Notes to Condensed Consolidated Financial Statements.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
(millions of dollars)	April 1, 2012			April 3, 2011

Operating Activities:
Net income before allocation to noncontrolling interests	$	1,803		$	2,234
Adjustments to reconcile net income before allocation to noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		2,252			2,104
Share-based compensation expense		130			122
Asset write-offs and impairment charges		650			182
Deferred taxes from continuing operations		(404	)		(120	)
Benefit plan contributions in excess of expense		(71	)		(383	)
Other non-cash adjustments, net		(28	)		(19	)
Other changes in assets and liabilities, net of acquisitions and divestitures		(1,558	)		522
Net cash provided by operating activities		2,774			4,642

Investing Activities:
Purchases of property, plant and equipment		(254	)		(250	)
Purchases of short-term investments		(6,344	)		(3,352	)
Proceeds from redemptions and sales of short-term investments		8,119			2,553
Net proceeds from redemptions and sales of short-term investments with original maturities of 90 days or less		623			5,983
Purchases of long-term investments		(1,184	)		(1,932	)
Proceeds from redemptions and sales of long-term investments		302			888
Acquisitions, net of cash acquired		(782	)		(3,169	)
Other investing activities		(29	)		4
Net cash provided by investing activities		451			725

Financing Activities:
Proceeds from short-term borrowings		1,561			2,682
Principal payments on short-term borrowings		––			(1,636	)
Net payments on short-term borrowings with original maturities of 90 days or less		(1,791	)		(584	)
Principal payments on long-term debt		(3	)		(3,878	)
Purchases of common stock		(1,659	)		(1,430	)
Cash dividends paid		(1,650	)		(1,591	)
Other financing activities		35			33
Net cash used in financing activities		(3,507	)		(6,404	)
Effect of exchange-rate changes on cash and cash equivalents		34			32
Net decrease in cash and cash equivalents		(248	)		(1,005	)
Cash and cash equivalents at beginning of period		3,182			1,735

Cash and cash equivalents at end of period	$	2,934		$	730

Supplemental Cash Flow Information:
Cash paid/(refunded) during the period for:
Income taxes	$	451		$	(134	)
Interest		508			687

See accompanying Notes to Condensed Consolidated Financial Statements.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation and Significant Accounting Policies

A. Basis of Presentation

We prepared the condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (U.S. GAAP) can be condensed or omitted. Balance sheet amounts and operating results for subsidiaries operating outside the U.S. are as of and for the three-month periods ended February 26, 2012, and February 27, 2011. We have made certain reclassification adjustments to conform prior-period amounts to the current presentation, primarily related to certain inventories (see Note 8. Inventories) and the reclassification of certain investments (See Note 7. Financial Instruments).

On August 1, 2011, we completed the sale of our Capsugel business. In connection with our decision to sell our Capsugel business, we show the operating results of Capsugel as Discontinued operations––net of tax for the three months ended April 3, 2011 (see Note 2B. Acquisitions and Divestitures: Divestitures).

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.

We are responsible for the unaudited financial statements included in this document. The financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2011.

B. Adoption of New Accounting Standards

The provisions of the following new accounting and disclosure standards were adopted as of January 1, 2012:

●

Presentation of comprehensive income in financial statements. As a result of adopting this new standard, we have presented a separate Condensed Consolidated Statement of Comprehensive Income.

●

An amendment to the guidelines on the measurement and disclosure of fair value that is consistent between U.S. GAAP and International Financial Reporting Standards. The adoption of this new standard did not have a significant impact on our financial statements.

C. Fair Value

Our fair value methodologies depend on the following types of inputs:

●

Quoted prices for identical assets or liabilities in active markets (Level 1 inputs).

●

Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable (Level 2 inputs).

●

Unobservable inputs that reflect estimates and assumptions (Level 3 inputs).

A single estimate of fair value can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions.

Note 2. Acquisitions and Divestitures

A. Acquisitions

Alacer Corp.

On February 26, 2012, we completed our acquisition of Alacer Corp., a privately owned company that manufactures, markets and distributes Emergen-C, a line of effervescent, powdered drink mix vitamin supplements that is the largest-selling branded vitamin C line in the U.S. In connection with this acquisition, we recorded approximately $250 million in Identifiable intangible assets, consisting primarily of the Emergen-C indefinite-lived brand, $86 million in net deferred tax liabilities and approximately $130 million in Goodwill. The allocation of the consideration transferred has not been finalized.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Ferrosan Holding A/S

On December 1, 2011, we completed our acquisition of the consumer healthcare business of Ferrosan Holding A/S (Ferrosan), a Danish company engaged in the sale of science-based consumer healthcare products, including dietary supplements and lifestyle products, primarily in the Nordic region and the emerging markets of Russia and Central and Eastern Europe. Due to the fact that financial information included in our fiscal year 2011 consolidated financial statements for our subsidiaries operating outside the U.S. is as of and for the year ended November 30, this acquisition is reflected in our condensed consolidated financials in the first fiscal quarter of 2012. Our acquisition of Ferrosan’s consumer healthcare business increases our presence in dietary supplements with a new set of brands and pipeline products. Also, we believe that the acquisition allows us to expand the marketing of Ferrosan’s brands through Pfizer’s global footprint and provide greater distribution and scale for certain Pfizer brands, such as Centrum and Caltrate, in Ferrosan’s key markets. In connection with this acquisition, we recorded approximately $480 million in Identifiable intangible assets, consisting of indefinite-lived and finite-lived brands, $124 million in net deferred tax liabilities, and approximately $230 million in Goodwill. The allocation of the consideration transferred has not been finalized.

B. Divestitures

On August 1, 2011, we completed the sale of our Capsugel business for approximately $2.4 billion in cash. In connection with the decision to sell, the operating results associated with the Capsugel business are classified as Discontinued operations––net of tax in the condensed consolidated statements of income for the three months ended April 3, 2011.

The components of Discontinued operations—net of tax, virtually all of which relate to our former Capsugel business, follow:

	Three Months Ended
(millions of dollars)	April 3, 2011
Revenues	$	177
Pre-tax income from discontinued operations	$	28
Provision for taxes on income(a)		(18	)
Income from discontinued operations––net of tax	$	10
Discontinued operations––net of tax	$	10

(a)	Deferred tax amounts are not significant.

The net cash flows of our discontinued operations for each of the categories of operating, investing and financing activities are not significant for the three months ended April 3, 2011.

Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives

We incur significant costs in connection with acquiring businesses and restructuring and integrating acquired businesses and in connection with our global cost-reduction and productivity initiatives. For example:

●

for our cost-reduction and productivity initiatives, we typically incur costs and charges associated with site closings and other facility rationalization actions, workforce reductions and the expansion of shared services, including the development of global systems; and

●

for our acquisition activity, we typically incur costs that can include transaction costs, integration costs (such as expenditures for consulting and the integration of systems and processes) and restructuring charges, related to employees, assets and activities that will not continue in the combined company.

All of our businesses and functions can be impacted by these actions, including sales and marketing, manufacturing and research and development, as well as functions such as information technology, shared services and corporate operations.

Since the acquisition of Wyeth on October 15, 2009, our cost-reduction initiatives announced on January 26, 2009, but not completed as of December 31, 2009, were incorporated into a comprehensive plan to integrate Wyeth’s operations to generate cost savings and to capture synergies across the combined company. In addition, on February 1, 2011, we announced a new productivity initiative to accelerate our strategies to improve innovation and overall productivity in R&D by prioritizing areas with the greatest scientific and commercial promise, utilizing appropriate risk/return profiles and focusing on areas with the highest potential to deliver value in the near term and over time.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The components of costs associated with cost-reduction/productivity initiatives and acquisition activity follow:

	Three Months Ended
(millions of dollars)	April 1, 2012		April 3, 2011

Transaction costs(a)	$	––	$	10
Integration costs(b)		100		179
Restructuring charges(c):
Employee termination costs		267		667
Asset impairments		218		25
Other		11		13
Restructuring charges and certain acquisition-related costs		596		894
Additional depreciation––asset restructuring, recorded in our condensed consolidated statements of income as follows(d):
Cost of sales		79		172
Selling, informational and administrative expenses		2		7
Research and development expenses		259		64
Total additional depreciation––asset restructuring		340		243
Implementation costs, recorded in our condensed consolidated statements of income as follows(e):
Selling, informational and administrative expenses		15		––
Research and development expenses		48		10
Total implementation costs		63		10
Total costs associated with cost-reduction initiatives and acquisition activity	$	999	$	1,147

(a)	Transaction costs represent external costs directly related to acquired businesses and primarily include expenditures for banking, legal, accounting and other similar services.

(b)	Integration costs represent external, incremental costs directly related to integrating acquired businesses, and primarily include expenditures for consulting and the integration of systems and processes.

(c)

From the beginning of our cost-reduction and transformation initiatives in 2005 through April 1, 2012, Employee termination costs represent the expected reduction of the workforce by approximately 59,400 employees, mainly in manufacturing and sales and research, of which approximately 46,300 employees have been terminated as of April 1, 2012. Employee termination costs are generally recorded when the actions are probable and estimable and include accrued severance benefits, pension and postretirement benefits, many of which may be paid out during periods after termination. Asset impairments primarily include charges to write down property, plant and equipment to fair value. Other primarily includes costs to exit certain assets and activities.

The restructuring charges for the three months ended April 1, 2012 are associated with the following:

●

Primary Care operating segment ($3 million), Specialty Care and Oncology operating segment ($3 million), Established Products and Emerging Markets operating segment ($3 million), Animal Health and Consumer Healthcare operating segment ($5 million), research and development operations ($12 million), manufacturing operations ($152 million) and Corporate ($318 million).

The restructuring charges for the three months ended April 3, 2011 are associated with the following:

●

Primary Care operating segment ($46 million), Specialty Care and Oncology operating segment ($35 million), Established Products and Emerging Markets operating segment ($4 million), Animal Health and Consumer Healthcare operating segment ($10 million), Nutrition operating segment ($2 million), research and development operations ($422 million), manufacturing operations ($75 million) and Corporate ($111 million).

(d)	Additional depreciation––asset restructuring represents the impact of changes in the estimated useful lives of assets involved in restructuring actions.

(e)	Implementation costs represent external, incremental costs directly related to implementing our non-acquisition-related cost-reduction and productivity initiatives.

The asset impairment charges included in restructuring charges in the first quarter of 2012 are based on an estimate of fair value for the related assets. A description follows:

				Fair Value(a)
(millions of dollars)	April 1, 2012			Level 1	Level 2			Level 3	Impairment

Long-lived assets held-for-sale (b)	$	112	$	—	$	112	$	—	$	218

(a)	See Note 1C. Basis of Presentation and Significant Accounting Policies: Fair Value.

(b)

Reflects property, plant and equipment and other long-lived assets written down to their fair value of $112 million, less costs to sell of $2 million (a net of $110 million), in the first quarter of 2012. The impairment charges of $218 million are included in Restructuring charges and certain acquisition-related costs. Fair value is determined primarily using a market approach, with various inputs, such as recent sales transactions.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The components of restructuring charges follow:

	Costs Incurred		Activity		Accrual
(millions of dollars)		2005-2012	Through April 1, 2012(a)		As of April 1, 2012(b)

Employee termination costs	$	10,869	$	8,638	$	2,231
Asset impairments		2,782		2,782		––
Other		1,033		949		84
Total restructuring charges	$	14,684	$	12,369	$	2,315

(a)	Includes adjustments for foreign currency translation.

(b)	Included in Other current liabilities ($1.4 billion) and Other noncurrent liabilities ($891 million).

Note 4. Other Deductions—Net

The components of Other deductions––net follow:

	Three Months Ended
(millions of dollars)	April 1, 2012			April 3, 2011

Interest income(a)	$	(81	)	$	(105	)
Interest expense(a)		390			458
Net interest expense		309			353
Royalty-related income		(97	)		(171	)
Net gains on asset disposals		(7	)		(12	)
Certain legal matters, net(b)		814			501
Certain asset impairment charges(c)		432			157
Other, net		206			(1	)
Other deductions––net	$	1,657		$	827

(a)	Interest income decreased in 2012 due to lower interest rates earned on investments. Interest expense decreased in 2012 due to lower long- and short-term debt balances and the effective conversion of some fixed-rate liabilities to floating-rate liabilities by using interest rate swaps.

(b)

In 2012, primarily relates to a $450 million charge in connection with an agreement-in-principle to settle a lawsuit by Brigham Young University related to Celebrex and charges for hormone-replacement therapy litigation. In 2011, primarily relates to charges for hormone-replacement therapy litigation (see Note 12. Commitments and Contingencies).

(c)

In 2012, primarily includes intangible asset impairments of approximately $395 million reflecting (i) $297 million of in-process research and development (IPR&D) that targeted autoimmune and inflammatory diseases, (ii) $45 million related to our Consumer Healthcare indefinite-lived brand, Robitussin, and (iii) $53 million of developed technology rights comprising the impairments of two assets. See also the table below. In 2011, relates to IPR&D for the treatment of a certain autoimmune and inflammatory disease. The impairment charges reflect, among other things, the impact of new scientific findings for IPR&D, and an increased competitive environment for Robitussin.

The intangible asset impairment charges included in Other deductions––net in the first quarter of 2012 are based on an estimate of fair value for the related assets. A description follows:

			Fair Value(a)
(millions of dollars)	April 1, 2012		Level 1		Level 2		Level 3		Impairment

Intangible assets – IPR&D	$	––	$	––	$	––	$	––	$	297
Intangible assets – Other		516		––		––		516		98
Total(b)(c)	$	516	$	––	$	––	$	516	$	395

(a)	See Note 1C. Basis of Presentation and Significant Accounting Policies: Fair Value.

(b)

Reflects intangible assets written down to their fair value of $516 million in the first quarter of 2012. The impairment charges of $395 million are included in Other deductions––net. When we are required to determine the fair value of intangible assets other than goodwill, we use an income approach, specifically the multi-period excess earnings method, also known as the discounted cash flow method. We start with a forecast of all the expected net cash flows associated with the asset, which includes the application of a terminal value for indefinite-lived assets, and then we apply an asset-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the projections and the impact of technological risk associated with in-process research and development assets, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

(c)	Included in Identifiable intangible assets, less accumulated amortization.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5. Tax Matters

A. Taxes on Income from Continuing Operations

Our effective tax rate for continuing operations was 29.4% for the first quarter of 2012, compared to 28.7% for the first quarter of 2011. The higher tax rate for the first quarter of 2012 is primarily due to a change in the jurisdictional mix of earnings and the impact of the expiration of the U.S. research and development tax credit.

B. Taxes on Items of Other Comprehensive Income

The components of taxes on Other comprehensive income follow:

	Three Months Ended
(millions of dollars)	April 1, 2012			April 3, 2011

Taxes on Other Comprehensive Income
Foreign currency translation adjustments(a)	$	67		$	40

Unrealized holding gains/(losses) on derivative financial instruments		159			126
Reclassification adjustments for realized gains		(115	)		(194	)
		44			(68	)

Unrealized gains/(losses) on available-for-sale securities		14			(3	)
Reclassification adjustments for realized losses		7			1
		21			(2	)

Benefit plans: Actuarial gains/(losses)		––			––
Reclassification adjustments related to amortization		44			25
Reclassification adjustments related to curtailments and settlements, net		43			19
Other		(1	)		(27	)
		86			17

Benefit plan: Prior service (costs)/credits and other		––			––
Reclassification adjustments related to amortization		(8	)		(7	)
Reclassification adjustments related to curtailments and settlements, net		(4	)		(4	)
Other		(2	)		(4	)
		(14	)		(15	)

Tax expense/(benefit) on other comprehensive income	$	204		$	(28	)

(a)	Taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries.

C. Tax Contingencies

We are subject to income tax in many jurisdictions, and a certain degree of estimation is required in recording the assets and liabilities related to income taxes. All of our tax positions are subject to audit by the local taxing authorities in each tax jurisdiction. These tax audits can involve complex issues, interpretations and judgments and the resolution of matters may span multiple years, particularly if subject to negotiation or litigation. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but our estimates of unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variation from such estimates could materially affect our financial statements in the period of settlement or when the statutes of limitations expire, as we treat these events as discrete items in the period of resolution.

The United States is one of our major tax jurisdictions and we are regularly audited by the U.S. Internal Revenue Service (IRS):

●

With respect to Pfizer Inc., tax years 2006-2010 are currently under audit. Tax years 2011-2012 are not yet under audit. All other tax years are closed.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

●

With respect to Wyeth, tax years 2006 through the Wyeth acquisition date (October 15, 2009) are currently under audit. All other tax years are closed.

●

With respect to King Pharmaceuticals, Inc. (King), tax year 2008 is currently under audit, and for Alpharma Inc. (a subsidiary of King) tax years 2005-2007 are currently under audit. Tax years 2009 through the date of acquisition (January 31, 2011) are open but not under audit. All other tax years are closed. The open tax years and audits for King and its subsidiaries are not considered material to Pfizer.

In addition to the open audit years in the U.S., we have open audit years in other major tax jurisdictions, such as Canada (1998-2012), Japan (2006-2012), Europe (2002-2012, primarily reflecting Ireland, the United Kingdom, France, Italy, Spain and Germany) and Puerto Rico (2007-2012).

Note 6. Accumulated Other Comprehensive Income/(Expense), Excluding Noncontrolling Interests

Changes, net of tax, in accumulated other comprehensive income/(expense) follow:

	Net Unrealized Gain/(Losses)							Benefit Plans
(millions of dollars)	Currency Translation Adjustment And Other		Derivative Financial Instruments			Available For-Sale Securities		Actuarial Gains/(Losses)			Prior Service (Costs)/ Credits And Other			Accumulated Other Comprehensive Income/(Expense)

Balance, January 1, 2012	$	944	$	(361	)	$	46	$	(5,120	)	$	362		$	(4,129	)
Other comprehensive income/(expense)(a)		197		83			76		167			(16	)		507
Balance, April 1, 2012	$	1,141	$	(278	)	$	122	$	(4,953	)	$	346		$	(3,622	)

(a)	Amounts do not include foreign currency translation adjustments attributable to noncontrolling interests of $1 million loss for the first quarter of 2012.

Note 7. Financial Instruments

A. Selected Financial Assets and Liabilities

Information about certain of our financial assets and liabilities follows:

(millions of dollars)	April 1, 2012		Dec. 31, 2011
Selected financial assets measured at fair value on a recurring basis(a) :
Trading securities(b)	$	138	$	154
Available-for-sale debt securities(c)		27,855		29,179
Available-for-sale money market funds(d)		1,639		1,727
Available-for-sale equity securities, excluding money market funds(c)		371		317
Derivative financial instruments in receivable positions(e):
Interest rate swaps		825		1,033
Foreign currency forward-exchange contracts		240		349
Foreign currency swaps		93		17
Total		31,161		32,776
Other selected financial assets(f):
Held-to-maturity debt securities, carried at amortized cost(c)		1,591		1,587
Private equity securities, carried at equity method or at cost(g)		1,010		1,020
Total		2,601		2,607
Total selected financial assets	$	33,762	$	35,383
Financial liabilities measured at fair value on a recurring basis(a):
Derivative financial instruments in a liability position(h):
Foreign currency swaps	$	539	$	1,396
Foreign currency forward-exchange contracts		278		355
Interest rate swaps		26		14
Total		843		1,765
Other financial liabilities(i):
Short-term borrowings, carried at historical proceeds, as adjusted(f)		5,526		4,018
Long-term debt, carried at historical proceeds, as adjusted(j), (k)		33,543		34,931
Total		39,069		38,949
Total selected financial liabilities	$	39,912	$	40,714

(a)

We use a market approach in valuing financial instruments on a recurring basis. See also Note 1C. Basis of Presentation and Significant Accounting Policies: Fair Value. All of our financial assets and liabilities measured at fair value on a recurring basis use Level 2 inputs in the calculation of fair value, except that included in available-for-sale equity securities, excluding money market funds, are $131 million as of April 1, 2012 and $85 million as of December 31, 2011 of investments that use Level 1 inputs in the calculation of fair value, and $16 million as of April 1, 2012 and $25 million as of December 31, 2011 that use Level 3 inputs.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(b)	Trading securities are held in trust for legacy business acquisition severance benefits.
(c)	Gross unrealized gains and losses are not significant.
(d)	Includes approximately $625 million as of April 1, 2012 and December 31, 2011 of money market funds held in escrow to secure certain of Wyeth’s payment obligations under its 1999 Nationwide Class Action Settlement Agreement, which relates to litigation against Wyeth concerning its former weight-loss products, Redux and Pondimin. The amount also includes $372 million as of April 1, 2012 and $357 million as of December 31, 2011 of money market funds held in trust in connection with the asbestos litigation involving Quigley Company, Inc., a wholly owned subsidiary.
(e)	Designated as hedging instruments, except for certain foreign currency contracts used as offsets; namely, foreign currency forward-exchange contracts with fair values of $123 million and foreign currency swaps with fair values of $16 million at April 1, 2012; and foreign currency forward-exchange contracts with fair values of $169 million and interest rate swaps with fair values of $8 million at December 31, 2011.
(f)	The differences between the estimated fair values and carrying values of these financial assets and liabilities not measured at fair value on a recurring basis were not significant as of April 1, 2012 or December 31, 2011. Held-to-maturity debt securities and our short-term and long-term debt fair value are based on Level 2 valuations using a market approach. Fair value measurements for private equity securities are based on Level 3 valuations using a market approach.
(g)	Our private equity securities represent investments in the life sciences sector.
(h)	Designated as hedging instruments, except for certain foreign currency contracts used as offsets; namely, foreign currency forward-exchange contracts with fair values of $190 million and foreign currency swaps with fair values of $99 million at April 1, 2012; and foreign currency forward-exchange contracts with fair values of $141 million and foreign currency swaps with fair values of $123 million at December 31, 2011.
(i)	Some carrying amounts may include adjustments for discount or premium amortization or for the effect of interest rate swaps designated as hedges.
(j)	Includes foreign currency debt with fair values of $855 million at April 1, 2012 and $919 million at December 31, 2011, which are used as hedging instruments.
(k)	The fair value of our long-term debt is $38.6 billion at April 1, 2012 and $40.1 billion at December 31, 2011.

These selected financial assets and liabilities are presented in the Condensed Consolidated Balance Sheets as follows:

(millions of dollars)	April 1, 2012		Dec. 31, 2011
Assets:
Cash and cash equivalents	$	934	$	900
Short-term investments		21,038		23,270
Long-term investments		10,632		9,814
Taxes and other current assets(a)		294		357
Taxes and other noncurrent assets(b)		864		1,042
Total	$	33,762	$	35,383
Liabilities:
Short-term borrowings, including current portion of long-term debt	$	5,526	$	4,018
Other current liabilities(c)		283		459
Long-term debt		33,543		34,931
Other noncurrent liabilities(d)		560		1,306
Total	$	39,912	$	40,714

(a)	As of April 1, 2012, derivative instruments at fair value include foreign currency forward-exchange contracts ($240 million), foreign currency swaps ($33 million) and interest rate swaps ($21 million) and, at December 31, 2011, include foreign currency forward-exchange contracts ($349 million) and interest rate swaps ($8 million).
(b)	As of April 1, 2012, derivative instruments at fair value include interest rate swaps ($804 million) and foreign currency swaps ($60 million) and, at December 31, 2011, include interest rate swaps ($1.0 billion) and foreign currency swaps ($17 million).
(c)	At April 1, 2012, derivative instruments at fair value include foreign currency forward-exchange contracts ($278 million) and foreign currency swaps ($5 million) and, at December 31, 2011, include foreign currency forward-exchange contracts ($355 million) and foreign currency swaps ($104 million).
(d)	At April 1, 2012, derivative instruments at fair value include foreign currency swaps ($534 million) and interest rate swaps ($26 million) and, at December 31, 2011, include foreign currency swaps ($1.3 billion) and interest rate swaps ($14 million).

There were no significant impairments of financial assets recognized in the first three months of 2012 or 2011.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

B. Investments in Debt Securities

The contractual maturities of the available-for-sale and held-to-maturity debt securities follow:

	Years
(millions of dollars)	Within 1		Over 1 to 5		Over 5 to 10		Total as of April 1, 2012
Available-for-sale debt securities:
Western European, Scandinavian and other government debt	$	9,744	$	1,567	$	––	$	11,311
Corporate debt(a)		2,606		2,546		382		5,534
U.S. Government debt		4,395		––		257		4,652
Western European, Scandinavian and other government agency debt		2,195		305		––		2,500
Federal Home Loan Mortgage Corporation and Federal National Mortgage Association asset-backed securities		––		2,270		1		2,271
Supranational debt		1,149		438		––		1,587
Held-to-maturity debt securities:
Certificates of deposit and other		1,202		381		8		1,591
Total debt securities	$	21,291	$	7,507	$	648	$	29,446

(a)	Largely issued by above-investment-grade institutions in the financial services sector.

C. Short-Term Borrowings

Short-term borrowings include amounts for commercial paper of $2.7 billion as of April 1, 2012 and December 31, 2011, respectively.

D. Derivative Financial Instruments and Hedging Activities

Foreign Exchange Risk

As of April 1, 2012, the aggregate notional amount of foreign exchange derivative financial instruments hedging or offsetting foreign currency exposures is $46.8 billion. The derivative financial instruments primarily hedge or offset exposures in the euro, Japanese yen and U.K. pound. The maximum length of time over which we are hedging future foreign exchange cash flow relates to our $2.4 billion U.K. pound debt maturing in 2038.

Interest Rate Risk

As of April 1, 2012, the aggregate notional amount of interest rate derivative financial instruments is $12.3 billion. The derivative financial instruments primarily hedge U.S. dollar and euro fixed-rate debt.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk follows:

	Amount of Gains/(Losses) Recognized in OID(a) (b) (c)						Amount of Gains/(Losses) Recognized in OCI (Effective Portion)(a) (d)				Amount of Gains/(Losses) Reclassified from OCI into OID (Effective Portion)(a) (d)
(millions of dollars)	April 1, 2012			April 3, 2011			April 1, 2012		April 3, 2011		April 1, 2012		April 3, 2011
Three Months Ended

Derivative Financial Instruments in Cash Flow Hedge Relationships
Foreign currency swaps	$	––		$	––		$	428	$	305	$	300	$	506

Derivative Financial Instruments in Net Investment Hedge Relationships
Foreign currency swaps		(1	)		2			125		33		––		––

Derivative Financial Instruments Not Designated as Hedges
Foreign currency forward-exchange contracts		(127	)		(197	)		––		––		––		––
Foreign currency swaps		(23	)		30			––		––		––		––

Non-Derivative Financial Instruments in Net Investment Hedge Relationships
Foreign currency short-term borrowings		––			––			––		43		––		––
Foreign currency long-term debt		––			––			50		28		––		––
All other net		(1	)		(1	)		9		2		––		4
Total	$	(152	)	$	(166	)	$	612	$	411	$	300	$	510

(a)	OID = Other (income)/deductions—net, included in the income statement account, Other deductions—net. OCI = Other comprehensive income/(loss), included in the balance sheet account Accumulated other comprehensive loss.
(b)	Also includes gains and losses attributable to the hedged risk in fair value hedge relationships.
(c)	There was no significant ineffectiveness in the first quarters of 2012 or 2011.
(d)	Amounts presented represent the effective portion of the gain or loss. For derivative financial instruments in cash flow hedge relationships, the effective portion is included in Other comprehensive income/(loss)–– unrealized holding gains/(losses) on derivative financial instruments. For derivative financial instruments in net investment hedge relationships and for foreign currency debt designated as hedging instruments, the effective portion is included in Other comprehensive income/(loss)––foreign currency translation adjustments.

For information about the fair value of our derivative financial instruments, and the impact on our Condensed Consolidated Balance Sheets, see Note 7A. Financial Instruments: Selected Financial Assets and Liabilities above. Certain of our derivative instruments are covered by associated credit-support agreements that have credit-risk-related contingent features designed to reduce our counterparties’ exposure to our risk of defaulting on amounts owed. As of April 1, 2012, the aggregate fair value of these derivative instruments that are in a liability position is $287 million, for which we have posted collateral of $297 million in the normal course of business. These features include the requirement to pay additional collateral in the event of a downgrade in our debt ratings. If there had been a downgrade to below an A rating by S&P or the equivalent rating by Moody’s Investors Service, on April 1, 2012, we would have been required to post an additional $111 million of collateral to our counterparties. The collateral advanced receivables are reported in Cash and cash equivalents.

E. Credit Risk

On an ongoing basis, we review the creditworthiness of counterparties to our foreign exchange and interest rate agreements and do not expect to incur a significant loss from failure of any counterparties to perform under the agreements. There are no significant concentrations of credit risk related to our financial instruments with any individual counterparty. As of April 1, 2012, we had $2.8 billion due from a well-diversified, highly rated group (S&P ratings of mostly A+ or better) of bank counterparties around the world. See Note 7B. Financial Instruments: Investments in Debt Securities above for a distribution of our investments.

In general, there is no requirement for collateral from customers. However, derivative financial instruments are executed under master netting agreements with financial institutions. These agreements contain provisions that provide for the ability for collateral payments, depending on levels of exposure, our credit rating and the credit rating of the counterparty. As of April 1, 2012, we received cash collateral of $460 million against various counterparties. The collateral primarily supports the approximate fair value of our derivative contracts. With respect to the collateral received, the obligations are reported in Short-term borrowings, including current portion of long-term debt.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 8. Inventories

The components of inventories follow:

(millions of dollars)	April 1, 2012		Dec. 31, 2011

Finished goods	$	2,939	$	2,543
Work-in-process		3,315		3,541
Raw materials and supplies		935		885
Total inventories	$	7,189	$	6,969
Noncurrent portion not included above(a)	$	755	$	800

(a)	Included in Taxes and other noncurrent assets. There are no recoverability issues associated with these amounts.

Note 9. Goodwill and Other Intangible Assets

A. Goodwill

The components and changes in the carrying amount of goodwill follow:

(millions of dollars)	Primary Care			Specialty Care and Oncology			Established Products and Emerging Markets			Animal Health and Consumer Healthcare			Nutrition		Total

Balance, December 31, 2011	$	6,229		$	17,097		$	18,746		$	2,497		$	498	$	45,067
Additions(a)		—			—			—			361			—		361
Other(b)		(24	)		(66	)		(73	)		(17	)		4		(176	)
Balance, April 1, 2012	$	6,205		$	17,031		$	18,673		$	2,841		$	502	$	45,252

(a)	Related to our acquisitions of Alacer and Ferrosan, see Note 2A. Acquisitions and Divestitures: Acquisitions.
(b)	Primarily reflects the impact of foreign exchange.

B. Other Intangible Assets

Balance Sheet Information

The components of identifiable intangible assets follow:

	April 1, 2012							December 31, 2011
(millions of dollars)	Gross Carrying Amount		Accumulated Amortization			Identifiable Intangible Assets, less Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Identifiable Intangible Assets, less Accumulated Amortization
Finite-lived intangible assets:
Developed technology rights	$	73,127	$	(33,447	)	$	39,680	$	73,088	$	(32,013	)	$	41,075
Brands		1,938		(709	)		1,229		1,678		(687	)		991
License agreements		440		(246	)		194		425		(215	)		210
Other		651		(398	)		253		623		(362	)		261
Total finite-lived intangible assets		76,156		(34,800	)		41,356		75,814		(33,277	)		42,537
Indefinite-lived intangible assets:
Brands		10,480		—			10,480		10,027		—			10,027
In-process research and development		892		—			892		1,197		—			1,197
Trademarks		73		—			73		72		—			72
Total indefinite-lived intangible assets		11,445		—			11,445		11,296		—			11,296
Total identifiable intangible assets(a)	$	87,601	$	(34,800	)	$	52,801	$	87,110	$	(33,277	)	$	53,833

(a)

The decrease is primarily related to amortization, as well as impairment charges (see Note 4. Other Deductions—Net), partially offset by the assets acquired as part of the acquisitions of Ferrosan and Alacer (see Note 2A. Acquisitions and Divestitures: Acquisitions) and the impact of foreign exchange.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of April 1, 2012, our identifiable intangible assets are associated with the following, as a percentage of identifiable intangible assets, less accumulated amortization:

●	Developed Technology Rights: Specialty Care (65%); Established Products (17%); Primary Care (14%); Animal Health (2%); Oncology (1%); and Nutrition (1%)

●	Brands, finite-lived: Consumer Healthcare (66%); Established Products (23%); and Animal Health (11%)

●	Brands, indefinite-lived: Consumer Healthcare (53%); Established Products (25%); and Nutrition (22%)

●	IPR&D: Worldwide Research and Development (43%); Specialty Care (19%); Primary Care (19%); Established Products (10%); Oncology (7%); and Animal Health (2%)

There are no percentages for our Emerging Markets business unit as it is a geographic-area unit, not a product-based unit. The carrying value of the assets associated with our Emerging Markets business unit is included within the assets associated with the other four biopharmaceutical business units.

Amortization

Amortization expense related to acquired intangible assets that contribute to our ability to sell, manufacture, research, market and distribute products, compounds and intellectual property is included in Amortization of intangible assets as it benefits multiple business functions. Amortization expense related to acquired intangible assets that are associated with a single function is included in Cost of sales, Selling, informational and administrative expenses and Research and development expenses, as appropriate. Total amortization expense for finite-lived intangible assets was $1.5 billion and $1.4 billion for the first quarter of 2012 and 2011, respectively.

Impairment Charges

For information about impairments of intangible assets, see Note 4. Other Deductions––Net.

For IPR&D assets, the risk of failure is significant and there can be no certainty that these assets ultimately will yield a successful product. The nature of the biopharmaceutical business is high-risk and, as such, we expect that many of these IPR&D assets will become impaired and be written off at some time in the future.

Note 10. Pension and Postretirement Benefit Plans

The components of net periodic benefit costs follow:

	Pension Plans
	U.S. Qualified(a)						U.S. Supplemental (Non-Qualified)(b)						International(c)						Postretirement Plans
(millions of dollars)	April 1, 2012			April 3, 2011			April 1, 2012			April 3, 2011			April 1, 2012			April 3, 2011			April 1, 2012			April 3, 2011
Three Months Ended:
Service cost	$	96		$	90		$	10		$	9		$	55		$	62		$	18		$	17
Interest cost		183			185			17			19			103			111			46			49
Expected return on plan assets		(245	)		(221	)		––			––			(108	)		(109	)		(9	)		(9	)
Amortization of:
Actuarial losses		80			35			11			9			18			21			8			4
Prior service credits		(3	)		(2	)		(1	)		(1	)		(2	)		(1	)		(12	)		(14	)
Curtailments and settlements––net		44			17			13			12			(10	)		(2	)		(11	)		(6	)
Special termination benefits		5			5			10			7			2			3			2			––
Net periodic benefit costs	$	160		$	109		$	60		$	55		$	58		$	85		$	42		$	41

(a)	The increase in net periodic benefit costs in the first three months of 2012, compared to the first three months of 2011, for our U.S. qualified plans was primarily driven by a decrease in the discount rate and lower than expected actual returns during 2011 and higher settlement charges associated with ongoing restructuring initiatives.

	The increase in net periodic benefit costs in the first three months of 2012, compared to the first three months of 2011, for our U.S. supplemental (non-qualified) pension plans was primarily driven by higher special termination benefits.
(b)	The decrease in net periodic benefit costs in the first three months of 2012, compared to the first three months of 2011, for our international pension plans was primarily driven by changes in assumptions in our U.K. plans in 2011 and higher curtailment gains associated with ongoing restructuring initiatives.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the first quarter of 2012, we contributed from our general assets: $20 million to our U.S. qualified plans, $83 million to our U.S. supplemental (non-qualified) pension plans, $116 million to our international pension plans and $172 million to our postretirement plans.

During 2012, we expect to contribute from our general assets a total of $20 million to our U.S. qualified pension plans, $137 million to our U.S. supplemental (non-qualified) pension plans, $432 million to our international pension plans and $364 million to our postretirement plans. Contributions expected to be made for 2012 are inclusive of amounts contributed during the first quarter of 2012. The international pension plan, postretirement plan and U.S. supplemental (non-qualified) pension plan contributions from our general assets include direct employer benefit payments.

Note 11. Earnings Per Share Attributable to Common Shareholders

Basic and diluted earnings per share (EPS) were computed using the following data:

	Three Months Ended
(millions)	April 1, 2012		April 3, 2011

EPS Numerator––Basic:
Income from continuing operations	$	1,803	$	2,224
Less: Net income attributable to noncontrolling interests		9		12
Income from continuing operations attributable to Pfizer Inc.		1,794		2,212
Less: Preferred stock dividends––net of tax		––		––
Income from continuing operations attributable to Pfizer Inc. common shareholders		1,794		2,212
Discontinued operations––net of tax		––		10
Net income attributable to Pfizer Inc. common shareholders	$	1,794	$	2,222

EPS Numerator––Diluted:
Income from continuing operations attributable to Pfizer Inc. common shareholders and assumed conversions	$	1,794	$	2,212
Discontinued operations––net of tax		––		10
Net income attributable to Pfizer Inc. common shareholders and assumed conversions	$	1,794	$	2,222

EPS Denominator:
Weighted-average number of common shares outstanding––Basic		7,537		7,982
Common-share equivalents: stock options, stock issuable under employee compensation plans andconvertible preferred stock		61		53
Weighted-average number of common shares outstanding––Diluted		7,598		8,035

Stock options that had exercise prices greater than the average market price of our commonstock issuable under employee compensation plans(a)		223		290

(a)	These common stock equivalents were outstanding during the first quarter of 2012 and 2011, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

Note 12. Commitments and Contingencies

We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business. For a discussion of our tax contingencies, see Notes to Condensed Consolidated Financial Statements––Note 5C. Tax Matters: Tax Contingencies.

LEGAL PROCEEDINGS

Our non-tax contingencies include, among others, the following:

●

Patent litigation, which typically involves challenges to the coverage and/or validity of our patents on various products or processes. We are the plaintiff in the vast majority of these actions. An adverse outcome in actions in which we are the plaintiff could result in a loss of patent protection for the drug at issue, a significant loss of revenues from that drug and impairments of any associated assets.

●

Product liability and other product-related litigation, which can include personal injury, consumer, off-label promotion, securities-law, antitrust and breach of contract claims, among others, often involves highly complex issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

●

Commercial and other litigation, which can include merger-related and product-pricing claims and environmental claims and proceedings, can involve complexities that will vary from matter to matter.

●

Government investigations, which often are related to the extensive regulation of pharmaceutical companies by national, state and local government agencies in the U.S. and in other countries.

Certain of these contingencies could result in losses, including damages, fines and/or civil penalties, and/or criminal charges, which could be substantial.

We believe that our claims and defenses in these matters are substantial, but litigation is inherently unpredictable and excessive verdicts do occur. We do not believe that any of these matters will have a material adverse effect on our financial position. However, we could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flows in the period in which the amounts are paid and/or accrued.

We have accrued for losses that are both probable and reasonably estimable. Substantially all of these contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.

Amounts recorded for legal and environmental contingencies can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions.

The principal pending matters to which we are a party are discussed below. In determining whether a pending matter is a principal matter, we consider both quantitative and qualitative factors in order to assess materiality, such as, among other things, the amount of damages and the nature of any other relief sought in the proceeding, if such damages and other relief are specified; our view of the merits of the claims and of the strength of our defenses; whether the action purports to be a class action and our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; any experience that we or, to our knowledge, other companies have had in similar proceedings; whether disclosure of the action would be important to a reader of our financial statements, including whether disclosure might change a reader’s judgment about our financial statements in light of all of the information about the Company that is available to the reader; the potential impact of the proceeding on our reputation; and the extent of public interest in the matter. In addition, with respect to patent matters, we consider, among other things, the financial significance of the product protected by the patent. As a result of considering qualitative factors in our determination of principal matters, there are some matters discussed below with respect to which management believes that the likelihood of possible loss in excess of amounts accrued is remote.

A. Patent Litigation

Like other pharmaceutical companies, we are involved in numerous suits relating to our patents, including but not limited to those discussed below. Most of the suits involve claims by generic drug manufacturers that patents covering our products, processes or dosage forms are invalid and/or do not cover the product of the generic manufacturer. Also, counterclaims, as well as various independent actions, have been filed claiming that our assertions of, or attempts to enforce, our patent rights with respect to certain products constitute unfair competition and/or violations of the antitrust laws. In addition to the challenges to the U.S. patents on a number of our products that are discussed below, we note that the patent rights to certain of our products are being challenged in various other countries.

ACTIONS IN WHICH WE ARE THE PLAINTIFF AND CERTAIN RELATED ACTIONS

Lipitor (atorvastatin)

In February 2012, our previously reported patent-infringement action related to Lipitor against Apotex Inc. in the U.S. District Court for the Northern District of Illinois was settled on terms that are not material to Pfizer.

In the U.K., while the basic patent for Lipitor expired in November 2011, the exclusivity period was extended by six months to May 6, 2012 by virtue of the supplementary protection certificate and pediatric extension. In September 2011, Dr. Reddy’s Laboratories (U.K.) Limited filed an action in the High Court of Justice seeking revocation of the six-month pediatric extension and damages resulting from the inability to launch its generic Lipitor product during the pediatric extension period in the U.K. and certain other EU markets. We are defending this action, which is based upon the interpretation of the European Union Pediatric Medicines Regulation.

PFIZER INC. AND SUBSIDIARY COMPANIES

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(UNAUDITED)

Viagra (sildenafil)

In March 2010, we brought a patent-infringement action in the U.S. District Court for the Eastern District of Virginia against Teva Pharmaceuticals USA, Inc. (Teva USA) and Teva Pharmaceutical Industries Ltd. (Teva Pharmaceutical Industries), which had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Viagra. Teva USA and Teva Pharmaceutical Industries assert the invalidity and non-infringement of the Viagra use patent, which (including the six-month pediatric exclusivity period resulting from the Company’s conduct of clinical studies to evaluate Revatio in the treatment of pediatric patients with pulmonary arterial hypertension; Viagra and Revatio have the same active ingredient, sildenafil) expires in 2020, but have not challenged the basic patent, which (including the six-month pediatric exclusivity period) expires in September 2012. In August 2011, the court ruled that our Viagra use patent is valid and infringed, thereby preventing Teva USA and Teva Pharmaceutical Industries from receiving approval for a generic version of Viagra before 2020. In September 2011, Teva USA and Teva Pharmaceutical Industries appealed the decision to the U.S. Court of Appeals for the Federal Circuit.

In October 2010, we filed a patent-infringement action with respect to Viagra in the U.S. District Court for the Southern District of New York against Apotex Inc. and Apotex Corp., Mylan Pharmaceuticals Inc. and Mylan Inc., Actavis, Inc. and Amneal Pharmaceuticals LLC. These generic manufacturers have filed abbreviated new drug applications with the FDA seeking approval to market their generic versions of Viagra. They assert the invalidity and non-infringement of the Viagra use patent, but have not challenged the basic patent.

In May and June 2011, respectively, Watson Laboratories Inc. (Watson) and Hetero Labs Limited (Hetero) notified us that they had filed abbreviated new drug applications with the FDA seeking approval to market their generic versions of Viagra. Each asserts the invalidity and non-infringement of the Viagra use patent. Neither has challenged the basic patent. In June and July 2011, respectively, we filed actions against Watson and Hetero in the U.S. District Court for the Southern District of New York asserting the validity and infringement of the use patent.

Sutent (sunitinib malate)

In May 2010, Mylan Pharmaceuticals Inc. notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Sutent and challenging on various grounds the Sutent basic patent, which expires in 2021, and two other patents, which expire in 2020 and 2021. In June 2010, we filed suit against Mylan Pharmaceuticals Inc. in the U.S. District Court for the District of Delaware asserting the infringement of those three patents.

Detrol and Detrol LA (tolterodine)

In January 2008, Impax Laboratories, Inc. (Impax) notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Detrol LA. Impax is challenging on various grounds the basic patent, which (including the six-month pediatric exclusivity period) expires in September 2012, and three formulation patents, which (including the six-month pediatric exclusivity period) expire in 2020. We filed an action against Impax in the U.S. District Court for the Southern District of New York asserting the infringement of the basic patent and two of the formulation patents. This action subsequently was transferred to the U.S. District Court for the District of New Jersey.

In March 2008 and May 2010, respectively, Sandoz, Inc., a division of Novartis AG (Sandoz), and Mylan Pharmaceuticals Inc. notified us that they had filed abbreviated new drug applications with the FDA seeking approval to market generic versions of Detrol LA. Mylan Pharmaceuticals Inc. asserts and Sandoz asserted the invalidity and/or non-infringement of three formulation patents for Detrol LA., but they did not challenge the basic patent. In June 2010, we filed actions against Sandoz and Mylan Pharmaceuticals Inc. in the U.S. District Court for the District of New Jersey asserting the infringement of two of the formulation patents. In March 2012, the action against Sandoz was settled on terms that are not material to Pfizer.

In April 2011, Impax notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Detrol. Impax asserts the non-infringement of the basic patent, which (including the six-month pediatric exclusivity period) expires in September 2012. In June 2011, we filed an action against Impax in the U.S. District Court for the District of New Jersey asserting infringement of the basic patent.

Lyrica (pregabalin)

Beginning in March 2009, several generic manufacturers notified us that they had filed abbreviated new drug applications with the FDA seeking approval to market generic versions of Lyrica capsules and, in the case of one generic manufacturer, Lyrica oral solution. Each of the generic manufacturers is challenging one or more of three patents for Lyrica: the basic patent, which expires in 2018, and two other patents, which expire in 2013 and 2018. Each of the generic manufacturers asserts the invalidity and/or the non-infringement of the patents subject to challenge. Beginning in April 2009, we filed actions against these generic manufacturers in the U.S. District Court for the District of Delaware asserting the infringement and validity of our patents for Lyrica. All of these cases have been consolidated in the District of Delaware.

PFIZER INC. AND SUBSIDIARY COMPANIES

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(UNAUDITED)

In November 2010, Novel Laboratories, Inc. (Novel) notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Lyrica oral solution and asserting the invalidity and/or infringement of our three patents for Lyrica referred to above. In January 2011, we filed an action against Novel in the U.S. District Court for the District of Delaware asserting the validity and infringement of all three patents.

Apotex Inc. notified us, in May and June 2011, respectively, that it had filed abbreviated new drug applications with the FDA seeking approval to market generic versions of Lyrica oral solution and Lyrica capsules. Apotex Inc. asserts the invalidity and non-infringement of the basic patent, as well as the seizure patent that expires in 2013. In July 2011, we filed an action against Apotex Inc. in the U.S. District Court for the District of Delaware asserting the validity and infringement of the challenged patents in connection with both of the abbreviated new drug applications.

In October 2011, Alembic Pharmaceuticals Limited (Alembic) notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Lyrica capsules and asserting the invalidity of the basic patent. In December 2011, we filed an action against Alembic in the U.S. District Court for the District of Delaware asserting the validity and infringement of the basic patent.

We also have filed patent-infringement actions in Canada against certain generic manufacturers who are seeking approval to market generic versions of Lyrica capsules in that country.

Zyvox (linezolid)

In December 2009, Teva Parenteral Medicines Inc. (Teva Parenteral) notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Zyvox. Teva Parenteral asserted the invalidity and non-infringement of the basic Zyvox patent, which (including the six-month pediatric exclusivity period) expires in 2015, and another patent that expires in 2021. In January 2010, we filed suit against Teva Parenteral in the U.S. District Court for the District of Delaware asserting the infringement of the basic patent. In January 2012, this action was settled on terms that are not material to Pfizer.

Protonix (pantoprazole sodium)

Wyeth has a license to market Protonix in the U.S. from Nycomed GmbH (Nycomed), which owns the patents relating to Protonix. The basic patent (including the six-month pediatric exclusivity period) for Protonix expired in January 2011.

Following their respective filings of abbreviated new drug applications with the FDA, Teva USA and Teva Pharmaceutical Industries, Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (collectively, Sun) and KUDCO Ireland, Ltd. (KUDCO Ireland) received final FDA approval to market their generic versions of Protonix 20mg and 40mg delayed-release tablets. Wyeth and Nycomed filed actions against those generic manufacturers in the U.S. District Court for the District of New Jersey, which subsequently were consolidated into a single proceeding, alleging infringement of the basic patent and seeking declaratory and injunctive relief. Following the court's denial of a preliminary injunction sought by Wyeth and Nycomed, Teva USA and Teva Pharmaceutical Industries and Sun launched their generic versions of Protonix tablets at risk in December 2007 and January 2008, respectively. Wyeth launched its own generic version of Protonix tablets in January 2008, and Wyeth and Nycomed filed amended complaints in the pending patent-infringement action seeking compensation for damages resulting from Teva USA’s, Teva Pharmaceutical Industries’ and Sun's at-risk launches.

In April 2010, the jury in the pending patent-infringement action upheld the validity of the basic patent for Protonix. In July 2010, the court upheld the jury verdict, but it did not issue a judgment against Teva USA, Teva Pharmaceutical Industries or Sun because of their other claims relating to the patent that still are pending. Wyeth and Nycomed will continue to pursue all available legal remedies against those generic manufacturers, including compensation for damages resulting from their at-risk launches.

Separately, Wyeth and Nycomed are defendants in purported class actions brought by direct and indirect purchasers of Protonix in the U.S. District Court for the District of New Jersey. Plaintiffs seek damages, on behalf of the respective putative classes, for the alleged violation of antitrust laws in connection with the procurement and enforcement of the patents for Protonix. These purported class actions have been stayed pending resolution of the underlying patent litigation in the U.S. District Court for the District of New Jersey.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Rapamune (sirolimus)

In March 2010, Watson and Ranbaxy Laboratories Limited (Ranbaxy) notified us that they had filed abbreviated new drug applications with the FDA seeking approval to market generic versions of Rapamune. Watson and Ranbaxy assert the invalidity and non-infringement of a method-of-use patent which (including the six-month pediatric exclusivity period) expires in 2014 and a solid-dosage formulation patent which (including the six-month pediatric exclusivity period) expires in 2018. In April 2010, we filed actions against Watson and Ranbaxy in the U.S. District Court for the District of Delaware and against Watson in the U.S. District Court for the Southern District of Florida asserting the infringement of the method-of-use patent. In June 2010, our action in the Southern District of Florida was transferred to the District of Delaware and consolidated with our pending action there.

Tygacil (tigecycline)

In October 2009, Sandoz notified Wyeth that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Tygacil. Sandoz asserts the invalidity and non-infringement of two of Wyeth’s patents relating to Tygacil, including the basic patent, which expires in 2016. In December 2009, Wyeth filed suit against Sandoz in the U.S. District Court for the District of Delaware asserting infringement of the basic patent.

Avinza (morphine sulfate)

King Pharmaceuticals, Inc. (King) and Elan Pharma International LTD (EPI) brought a patent-infringement action in the U.S. District Court for the District of New Jersey against Sandoz in July 2009 as the result of its abbreviated new drug application with the FDA seeking approval to market a generic version of Avinza. Sandoz is challenging a formulation patent for Avinza, which is owned by EPI, that expires in 2017.

EpiPen

King brought patent-infringement actions against Sandoz in the U.S. District Court for the District of New Jersey in July 2010 and against Teva Pharmaceutical Industries in the U.S. District Court for the District of Delaware in August 2009 as the result of their abbreviated new drug applications with the FDA seeking approval to market epinephrine injectable products. Sandoz is challenging and Teva Pharmaceutical Industries challenged two patents, which expire in 2025, covering the next generation autoinjector for use with epinephrine that is sold under the EpiPen brand name. In April 2012, the action against Teva Pharmaceutical Industries was settled. Under the settlement agreement, Teva Pharmaceutical Industries may launch its epinephrine injectable product on June 22, 2015 or earlier under certain circumstances, subject to approval by the FDA.

Embeda (morphine sulfate/naltrexone hydrochloride extended-release capsules)

In August 2011, Watson Laboratories Inc. – Florida (Watson Florida) notified us that it had filed an abbreviated new drug application with the FDA seeking approval to market a generic version of Embeda extended-release capsules. Watson Florida asserts the invalidity and non-infringement of three formulation patents that expire in 2027. In October 2011, we filed an action against Watson Florida in the U.S. District Court for the District of Delaware asserting the infringement of, and defending against the allegations of the invalidity of, the three formulation patents.

Torisel (temsirolimus)

In November 2011, Sandoz and Accord Healthcare, Inc. USA and certain of its affiliates (collectively, Accord) notified us that they had filed abbreviated new drug applications with the FDA seeking approval to market generic versions of Torisel. Sandoz and Accord assert the invalidity and non-infringement of two patents for Torisel, including the basic patent, which expires in 2014. In December 2011, we filed suit against Sandoz and Accord in the U.S. District Court for the District of Delaware asserting the infringement of, and defending against the allegation of the invalidity of, the basic patent.

ACTION IN WHICH WE ARE THE DEFENDANT AND A RELATED ACTION

ReFacto AF and Xyntha

In February 2008, Novartis Vaccines and Diagnostics, Inc. (Novartis) filed suit against Wyeth and a subsidiary of Wyeth in the U.S. District Court for the Eastern District of Texas alleging that Wyeth’s ReFacto AF and Xyntha products infringe two Novartis patents. Novartis’s complaint seeks damages, including treble damages, for alleged willful infringement. Wyeth and its subsidiary assert, among other things, the invalidity and non-infringement of the Novartis patents. In November 2009, Novartis added a third patent to its infringement claim against Wyeth and its subsidiary. In August 2010, Novartis granted Wyeth and its subsidiary a covenant not to sue on the third patent and withdrew that patent from its pending action.

In May 2008, a subsidiary of Wyeth filed suit in the U.S. District Court for the District of Delaware against Novartis seeking a declaration that the two Novartis patents initially asserted against Wyeth and its subsidiary in the action referred to in the preceding paragraph are invalid on the ground that the Wyeth subsidiary was the first to invent the subject matter. In February 2010, the District of Delaware declined to invalidate those two Novartis patents. In March 2010, the Wyeth subsidiary appealed the decision to the U.S. Court of Appeals for the Federal Circuit. In August 2011, the Federal Circuit affirmed the District Court’s decision. In November 2011, the Federal Circuit denied the Wyeth subsidiary’s petition for a rehearing. The Federal Circuit’s decision does not address the defenses that Wyeth and its subsidiary are asserting in the action referred to in the previous paragraph.

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B. Product Litigation

Like other pharmaceutical companies, we are defendants in numerous cases, including but not limited to those discussed below, related to our pharmaceutical and other products. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss.

Asbestos

●

Quigley

Quigley Company, Inc. (Quigley), a wholly owned subsidiary, was acquired by Pfizer in 1968 and sold products containing small amounts of asbestos until the early 1970s. In September 2004, Pfizer and Quigley took steps that were intended to resolve all pending and future claims against Pfizer and Quigley in which the claimants allege personal injury from exposure to Quigley products containing asbestos, silica or mixed dust. We recorded a charge of $369 million pre-tax ($229 million after-tax) in the third quarter of 2004 in connection with these matters.

In September 2004, Quigley filed a petition in the U.S. Bankruptcy Court for the Southern District of New York seeking reorganization under Chapter 11 of the U.S. Bankruptcy Code. In March 2005, Quigley filed a reorganization plan in the Bankruptcy Court that needed the approval of 75% of the voting claimants, as well as the Bankruptcy Court and the U.S. District Court for the Southern District of New York. In connection with that filing, Pfizer entered into settlement agreements with lawyers representing more than 80% of the individuals with claims related to Quigley products against Quigley and Pfizer. The agreements provide for a total of $430 million in payments, of which $215 million became due in December 2005 and has been and is being paid to claimants upon receipt by Pfizer of certain required documentation from each of the claimants. The reorganization plan provided for the establishment of a trust (the Trust) for the evaluation and, as appropriate, payment of all unsettled pending claims, as well as any future claims alleging injury from exposure to Quigley products.

In February 2008, the Bankruptcy Court authorized Quigley to solicit an amended reorganization plan for acceptance by claimants. According to the official report filed with the court by the balloting agent in July 2008, the requisite votes were cast in favor of the amended plan of reorganization.

The Bankruptcy Court held a confirmation hearing with respect to Quigley’s amended plan of reorganization that concluded in December 2009. In September 2010, the Bankruptcy Court declined to confirm the amended reorganization plan. As a result of the foregoing, Pfizer recorded additional charges for this matter of approximately $1.3 billion pre-tax (approximately $800 million after-tax) in 2010. Further, in order to preserve its right to address certain legal issues raised in the court’s opinion, in October 2010, Pfizer filed a notice of appeal and motion for leave to appeal the Bankruptcy Court’s decision denying confirmation.

In March 2011, Pfizer entered into a settlement agreement with a committee (the Ad Hoc Committee) representing approximately 40,000 claimants in the Quigley bankruptcy proceeding (the Ad Hoc Committee claimants). Consistent with the additional charges recorded in 2010 referred to above, the principal provisions of the settlement agreement provide for a settlement payment in two installments and other consideration, as follows:

●

the payment to the Ad Hoc Committee, for the benefit of the Ad Hoc Committee claimants, of a first installment of $500 million upon receipt by Pfizer of releases of asbestos-related claims against Pfizer Inc. from Ad Hoc Committee claimants holding $500 million in the aggregate of claims (Pfizer began paying this first installment in June 2011);

●

the payment to the Ad Hoc Committee, for the benefit of the Ad Hoc Committee claimants, of a second installment of $300 million upon Pfizer’s receipt of releases of asbestos-related claims against Pfizer Inc. from Ad Hoc Committee claimants holding an additional $300 million in the aggregate of claims following the earlier of the effective date of a revised plan of reorganization and April 6, 2013;

●

the payment of the Ad Hoc Committee’s legal fees and expenses incurred in this matter up to a maximum of $19 million (Pfizer began paying these legal fees and expenses in May 2011); and

PFIZER INC. AND SUBSIDIARY COMPANIES

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(UNAUDITED)

●

the procurement by Pfizer of insurance for the benefit of certain Ad Hoc Committee claimants to the extent such claimants with non-malignant diseases have a future disease progression to a malignant disease (Pfizer procured this insurance in August 2011).

Following the execution of the settlement agreement with the Ad Hoc Committee, Quigley filed a revised plan of reorganization and accompanying disclosure statement with the Bankruptcy Court in April 2011. Under the revised plan, and consistent with the additional charges recorded in 2010 referred to above, we expect to contribute an additional amount to the Trust, if and when the Bankruptcy Court confirms the plan, of cash and non-cash assets (including insurance proceeds) with a value in excess of $550 million. The Bankruptcy Court must find that the revised plan meets the requisite standards of the U.S. Bankruptcy Code before it confirms the plan. We expect that, if approved by claimants, confirmed by the Bankruptcy Court and the District Court and upheld on any subsequent appeal, the revised reorganization plan will result in the District Court entering a permanent injunction directing pending claims, as well as future claims, alleging personal injury from exposure to Quigley products to the Trust, subject to the recent decision of the Second Circuit discussed below. There is no assurance that the plan will be confirmed by the courts.

In April 2012, the U.S. Court of Appeals for the Second Circuit affirmed a ruling by the U.S. District Court for the Southern District of New York that the Bankruptcy Court’s preliminary injunction in the Quigley bankruptcy proceeding does not prohibit actions directly against Pfizer Inc. for alleged personal injury from exposure to Quigley products based on the “apparent manufacturer” theory of liability under Pennsylvania law. The Second Circuit’s decision is procedural and does not address the merits of the plaintiffs’ claims under Pennsylvania law. We are seeking reconsideration of the decision by the Second Circuit.

In a separately negotiated transaction with an insurance company in August 2004, we agreed to a settlement related to certain insurance coverage which provides for payments to an insurance proceeds trust established by Pfizer and Quigley over a ten-year period of amounts totaling $405 million. Most of these insurance proceeds, as well as other payments from insurers that issued policies covering Pfizer and Quigley, would be paid, following confirmation, to the Trust for the benefit of present unsettled and future claimants with claims arising from exposure to Quigley products.

●	Other Matters

Between 1967 and 1982, Warner-Lambert owned American Optical Corporation, which manufactured and sold respiratory protective devices and asbestos safety clothing. In connection with the sale of American Optical in 1982, Warner-Lambert agreed to indemnify the purchaser for certain liabilities, including certain asbestos-related and other claims. As of March 31, 2012, approximately 67,700 claims naming American Optical and numerous other defendants were pending in various federal and state courts seeking damages for alleged personal injury from exposure to asbestos and other allegedly hazardous materials. Warner-Lambert is actively engaged in the defense of, and will continue to explore various means to resolve, these claims.

Warner-Lambert and American Optical brought suit in state court in New Jersey against the insurance carriers that provided coverage for the asbestos and other allegedly hazardous materials claims related to American Optical. A majority of the carriers subsequently agreed to pay for a portion of the costs of defending and resolving those claims. The litigation continues against the carriers who have disputed coverage or how costs should be allocated to their policies, and the court held that Warner-Lambert and American Optical are entitled to payment from each of those carriers of a proportionate share of the costs associated with those claims. Under New Jersey law, a special allocation master was appointed to implement certain aspects of the court’s rulings.

Numerous lawsuits are pending against Pfizer in various federal and state courts seeking damages for alleged personal injury from exposure to products containing asbestos and other allegedly hazardous materials sold by Gibsonburg Lime Products Company (Gibsonburg). Gibsonburg was acquired by Pfizer in the 1960s and sold products containing small amounts of asbestos until the early 1970s.

There also is a small number of lawsuits pending in various federal and state courts seeking damages for alleged exposure to asbestos in facilities owned or formerly owned by Pfizer or its subsidiaries.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Celebrex and Bextra

●	Securities and ERISA Actions

Beginning in late 2004, actions, including purported class actions, were filed in various federal and state courts against Pfizer, Pharmacia Corporation (Pharmacia) and certain current and former officers, directors and employees of Pfizer and Pharmacia. These actions include (i) purported class actions alleging that Pfizer and certain current and former officers of Pfizer violated federal securities laws by misrepresenting the safety of Celebrex and Bextra, and (ii) purported class actions filed by persons who claim to be participants in the Pfizer or Pharmacia Savings Plan alleging that Pfizer and certain current and former officers, directors and employees of Pfizer or, where applicable, Pharmacia and certain former officers, directors and employees of Pharmacia, violated certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA) by selecting and maintaining Pfizer stock or Pharmacia stock as an investment alternative when it allegedly no longer was a suitable or prudent investment option. In June 2005, the federal securities and ERISA actions were transferred for consolidated pre-trial proceedings to a Multi-District Litigation (In re Pfizer Inc. Securities, Derivative and "ERISA" Litigation MDL-1688) in the U.S. District Court for the Southern District of New York. In the federal securities actions in the Multi-District Litigation, the court in March 2012 certified a class consisting of all persons who purchased or acquired Pfizer stock between October 31, 2000 and October 19, 2005.

●	Securities Action in New Jersey

In 2003, several purported class action complaints were filed in the U.S. District Court for the District of New Jersey against Pharmacia, Pfizer and certain former officers of Pharmacia. The plaintiffs seek damages, alleging that the defendants violated federal securities laws by misrepresenting the data from a study concerning the gastrointestinal effects of Celebrex. These cases were consolidated for pre-trial proceedings in the District of New Jersey (Alaska Electrical Pension Fund et al. v. Pharmacia Corporation et al.). In January 2007, the court certified a class consisting of all persons who purchased Pharmacia securities from April 17, 2000 through February 6, 2001 and were damaged as a result of the decline in the price of Pharmacia's securities allegedly attributable to the misrepresentations.

In October 2007, the court granted the defendants’ motion for summary judgment and dismissed the plaintiffs’ claims. In November 2007, the plaintiffs appealed the decision to the U.S. Court of Appeals for the Third Circuit. In January 2009, the Third Circuit vacated the District Court’s grant of summary judgment in favor of the defendants and remanded the case to the District Court for further proceedings. The Third Circuit also held that the District Court erred in determining that the class period ended on February 6, 2001, and directed that the class period end on August 5, 2001. In June 2009, the District Court stayed proceedings in the case pending a determination by the U.S. Supreme Court with regard to the defendants’ petition for certiorari seeking reversal of the Third Circuit’s decision. In May 2010, the U.S. Supreme Court denied the defendants’ petition for certiorari, and the case was remanded to the District Court for further proceedings.

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Other

Pfizer and several predecessor and affiliated companies, including Monsanto Company (Monsanto), are defendants in an action brought by Brigham Young University (BYU) and a BYU professor in the U.S. District Court for the District of Utah alleging, among other things, breach by Monsanto of a 1991 research agreement with BYU. Plaintiffs claim that research under that agreement led to the discovery of Celebrex and that, as a result, they are entitled to a share of the profits from Celebrex sales. Plaintiffs seek, among other things, compensatory and punitive damages and equitable relief. On April 28, 2012, the defendants reached an agreement-in-principle to settle this action for $450 million, and we recorded a charge in that amount in the first quarter of 2012. The agreement-in-principle followed mediation that began on April 27, 2012, in advance of a trial that was scheduled to begin in May 2012. Prior to that mediation, due to widely disparate views of the claims, the parties had not engaged in significant settlement discussions. Final resolution of the action is subject to the execution of a definitive settlement agreement.

Various Drugs: Off-Label Promotion Actions

●	Securities Action

In May 2010, a purported class action was filed in the U.S. District Court for the Southern District of New York against Pfizer and several of our current and former officers. The complaint alleges that the defendants violated federal securities laws by making or causing Pfizer to make false statements, and by failing to disclose or causing Pfizer to fail to disclose material information, concerning the alleged off-label promotion of certain pharmaceutical products, alleged payments to physicians to promote the sale of those products and government investigations related thereto. Plaintiffs seek damages in an unspecified amount. In March 2012, the court certified a class consisting of all persons who purchased Pfizer common stock in the U.S. or on U.S. stock exchanges between January 19, 2006 and January 23, 2009 and were damaged as a result of the decline in the price of Pfizer common stock allegedly attributable to the claimed violations.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

●	Actions by Health Care Service Corporation

In June 2010, Health