11-K 1 k11-00pfe_pr.htm 11-K Pfizer S&I Plan PR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 X 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2000

 

or

   

   

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from      to     

 

Commission file number 1-3619

   

A.

Full title of the Plan and the address of the Plan, if different from that of the issuer named below:

   
 

PFIZER SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES RESIDENT IN PUERTO RICO

   

B.

Name of issuer of the securities held pursuant to the Plan and the address of its principal executive offices:

   
 

PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017

 

 

PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 2000

 

     Total

Nonparticipant 
      Directed 

Participant 
   Directed 

Investments, at fair value:

     

 Pfizer Inc. common stock:

     

  Nonparticipant directed*, 527,781
   shares, cost $3,100,082;
   Participant directed*, 548,496
   shares, cost $5,719,733

$49,508,742

$24,277,935 

$25,230,807

 Other marketable securities**

3,595,318

-- 

3,595,318

 Interest-bearing deposits at cost
  which approximates fair value

     43,243

         -- 

      43,243

Total investments

53,147,303

24,277,935 

28,869,368

       

Interest and other miscellaneous
 receivable/(payable)

2,846

(173,132)

175,978

Contributions receivable:

     

 Employees

631,083

-- 

631,083

 Employers

    243,125

    243,125 

         --

       

Net assets available for plan
benefits--Note 7


$54,024,357
===========

$24,347,928 
=========== 

$29,676,429
===========

       
       
       

*  Investments represent 5% or more of the Plan's net assets available for plan    benefits.

** Individual investments are less than 5% of the Plan's net assets available for    plan benefits.

 

 

See Notes to Financial Statements which are an integral part of these financial statements.

 

 

PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999

 

      Total

Nonparticipant
      Directed

Participant 
   Directed 

Investments, at fair value:

     

 Pfizer Inc. common stock:

     

  Nonparticipant directed*, 531,688
   shares, cost $3,035,521;
   Participant directed*, 552,788
   shares, cost $5,232,261

$35,178,233

$17,246,902

$17,931,331 

 Other marketable securities**

2,946,106

--

2,946,106 

 Interest-bearing deposits at cost
  which approximates fair value

    124,620

     39,279

    85,341 

Total investments

38,248,959

17,286,181

20,962,778 

       

Interest and other miscellaneous
 receivable/(payable)

290

809

(519)

Contributions receivable:

     

 Employees

509,168

--

509,168 

 Employers

    197,034

    197,034

         -- 

       

Net assets available for plan
benefits--Note 7


$38,955,451
===========

$17,484,024
===========

$21,471,427 
=========== 

       
       
       

*  Investments represent 5% or more of the Plan's net assets available for plan    benefits.

** Individual investments are less than 5% of the Plan's net assets available for    plan benefits.

 

 

See Notes to Financial Statements which are an integral part of these financial statements.

PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 2000

 

      Total 

Nonparticipant 
      Directed 

Participant 
   Directed 

Net investment income:

     

 Cash dividends:

     

  Pfizer Inc. common stock

$   391,654 

$   190,772 

$   200,882 

  Other

121,967 

-- 

121,967 

 Interest

     28,989 

      5,619 

    23,370 

 

    542,610 

    196,391 

    346,219 

       

Realized gains on investments,
 net--Note 5:

     

  Pfizer Inc. common stock

965,610 

239,807 

725,803 

  Other marketable securities

     62,104 

         -- 

     62,104 

 

  1,027,714 

    239,807 

    787,907 

Unrealized appreciation of
 investments, net--Note 6

 13,573,450 

  6,966,473 

  6,606,977 

 

 15,143,774 

  7,402,671 

  7,741,103 

Contributions:

     

 Employees

5,090,986 

-- 

5,090,986 

 Employers

1,986,189 

1,986,189 

-- 

Withdrawals--Note 7

 (7,152,043)

 (2,524,956)

 (4,627,087)

 

    (74,868)

   (538,767)

    463,899 

Net increase

15,068,906 

6,863,904 

8,205,002 

Net assets available for plan
 benefits--Note 7:

     

  Beginning of year

 38,955,451 

 17,484,024 

 21,471,427 

  End of year

$54,024,357 
=========== 

$24,347,928 
=========== 

$29,676,429 
=========== 

       
       

 

See Notes to Financial Statements which are an integral part of these financial statements.

PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1999

 

      Total 

Nonparticipant 
      Directed 

Participant 
   Directed 

Net investment income:

     

 Cash dividends:

     

  Pfizer Inc. common stock

$   334,464 

$   165,465 

$   168,999 

  Other

130,811

-- 

130,811 

 Interest

    14,537 

      3,707 

     10,830 

 

479,812 

169,172 

310,640 

Investment management fees--Note 4

       (921)

         -- 

       (921)

 

    478,891 

    169,172 

    309,719 

Realized gains on investments,
 net--Note 5:

     

  Pfizer Inc. common stock

860,878 

531,312 

329,566 

  Other marketable securities

    133,885 

         -- 

    133,885 

 

    994,763 

    531,312 

    463,451 

Unrealized depreciation of
 investments, net--Note 6

(10,867,799)

 (5,503,997)

 (5,363,802)

 

 (9,394,145)

 (4,803,513)

 (4,590,632)

Contributions:

     

 Employees

4,786,715 

-- 

4,786,715 

 Employers

1,882,068 

1,882,068 

-- 

Withdrawals--Note 7

 (7,078,591)

 (2,638,472)

 (4,440,119)

 

   (409,808)

   (756,404)

    346,596 

Net decrease

 (9,803,953)

 (5,559,917)

 (4,244,036)

Net assets available for plan
 benefits--Note 7:

     

  Beginning of year

 48,759,404 

 23,043,941 

 25,715,463 

  End of year

$38,955,451 
=========== 

$17,484,024 
=========== 

$21,471,427 
=========== 

       
       

 

See Notes to Financial Statements which are an integral part of these financial statements.

PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999

Note 1 - Summary Plan Description

General - The Pfizer Savings and Investment Plan for Employees Resident in Puerto Rico (the "Plan") is a defined contribution savings plan which was adopted on February 1, 1990. Participation in the Plan is open to all eligible employees of the Puerto Rico branches of Pfizer Pharmaceuticals, LLC, a subsidiary of Pfizer Inc. (the "Company") and Pfizer Corporation, an indirect wholly-owned subsidiary of the Company (individually and collectively, the "Companies"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974.

Under Puerto Rico law, any qualified plan involving pretax contributions or involving a cash or deferred arrangement must comply with one of two nondiscrimination tests. For the fiscal year ended December 31, 2000, the Plan complied with both discrimination tests.

The following is a general description of certain provisions of the Plan. Refer to the Plan document for a complete description of the Plan.

Contributions - Each participant may make contributions on an after-tax basis and/or a before-tax basis (that is, choose to reduce his or her compensation and have the Companies contribute on his or her behalf). Before and after tax contributions are subject to certain restrictions under the Puerto Rico Income Tax Act of 1954, as amended. Contributions of up to 2% of compensation are matched 100% by the Companies and the next 4% is matched 50%. Employee contributions in excess of 6% are not matched.

Investment Options - Each participant in the Plan elects to have his or her contributions invested in any one or any combination of six investment funds. These funds are described below:

Fund A 

-

Intermediate U.S. Treasury notes and bonds

Fund B

-

A collective index fund of corporate common stocks that seeks to mirror the performance of the S&P 500 index

Fund C

-

Common stock of the Company

Fund E

-

An index mutual fund of common stocks of companies with market capitalization averaging approximately $500 million

Fund F

-

A collective index fund of common stocks of large, well-established companies whose price-to-book ratios are, as a whole, typically below the average for the S&P 500 index and whose dividends are typically higher than the average for the S&P 500 index

Fund G

-

A collective index fund of common stocks of large, well-established companies whose price-to-book ratios are, as a whole, typically above the average for the S&P 500 index and whose dividends are typically lower than the average for the S&P 500 index

 

 

The trustee of the Plan, Banco Popular de Puerto Rico, manages investments in certain investment funds and therefore, is deemed a related party. The Plan's trust agreement provides that any portion of any of the funds may, pending its permanent investment or distribution, be invested in short-term investments.

Eligibility and Vesting - Substantially all employees of the Companies who are resident in Puerto Rico are eligible to participate in the Plan beginning on the first payroll run of the following month, after date of hire, or the beginning of any month or payroll period thereafter. A participant is immediately vested in the full value of his or her accounts (i.e., participant and employer contributions).

Payment of Benefits - Upon separation from service, retirement, or disability, a participant may elect to receive a lump sum distribution currently or at any time up to the later of 13 months from separation or age 65, subject to the provisions of the plan. In the event of a participant's death, a spouse beneficiary may elect payment currently or defer payments until the later of when the participant would have reached age 65 or 13 months from date of death. A nonspouse beneficiary may defer payment up until 13 months from the date of death.

Withdrawals - A participant in the Plan may withdraw all or part of his or her account balance subject to the provisions of the Plan.

Termination - The Companies expect to continue the Plan indefinitely, but necessarily reserve the right to amend, suspend or discontinue it in whole or in part, at any time, by action of the Companies' Boards of Directors. In the event of termination of the Plan, each participant shall receive the full value of his or her account balance as though he or she had retired as of the date of such termination. No part of the invested assets established pursuant to the Plan will at any time revert to the Companies.

Note 2 - Summary of Significant Accounting Policies

Basis of Accounting - The financial statements of the Plan are prepared on the accrual basis of accounting. For treatment of benefits payable, refer to Note 7.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Investment Valuation - Pfizer Inc. common stock is valued at the closing market price on the last business day of the year. U. S. Government securities are recorded at fair value based on market or dealer quotes on the last business day of the year. Collective index funds and the mutual fund are recorded at fair value based on the closing market prices of the underlying investments held by the fund on the last business day of the year. Interest-bearing deposits are recorded at cost, which approximates fair value.

Security Transactions - Purchases and sales of securities are reflected on a trade-date basis. Realized gains and losses on sales of investments represent the difference between the net proceeds received and the cost of the investments (average cost if less than the entire investment is sold).

Unrealized Appreciation/(Depreciation) of Investments - Unrealized appreciation/(depreciation) of investments for the year represents the difference between the cost of the investments and their fair value at the end of the year. Additionally, it reflects the reversal of the unrealized appreciation/(depreciation) as of the end of the prior year.

Net Investment Income - Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned.

Note 3 - Income Taxes

No provision has been made for Puerto Rico income tax in reliance upon a determination letter issued by the Puerto Rico Department of Treasury, which states that the Plan meets the requirements of Section 165(a) of the Puerto Rico Income Tax Act of 1954 and that the trust established thereunder is entitled to exemption.

Effective January 1, 1997 and October 1, 1998, the Plan was amended and the Companies obtained another determination letter from the Puerto Rico Department of Treasury which states that the Plan still meets the above requirements. The Plan administrator and the Plan's legal and tax counsel believe that the Plan is designed and is currently being operated in compliance with all the applicable requirements. Therefore, no provision has been made for Puerto Rico income taxes.

Contributions made to the Plan by the Companies, including before-tax contributions made on the employees' behalf by the Companies and the appreciation on all funds in the employees' account, are not taxable to the employees under Puerto Rico income tax law while these amounts remain in the Plan.

Note 4 - Administrative Costs

Except for certain investment management fees, all costs and expenses of administering the Plan are assumed by the Companies. For the year ended December 31, 1999, management fees amounting to $921 were charged to the Plan. No management fees were charged to the Plan for the year ended December 31, 2000.

Note 5 - Realized Gains (Losses) on Investments

The aggregate net proceeds and cost used in the calculation of the net realized gains (losses) on investments are as follows:

 

              December 31, 2000              

 

Net Proceeds

      Cost

Realized Gains 
    (Losses)   

Pfizer Inc. common stock

$1,240,435

$  274,825

$  965,610 

Collective funds

148,125

76,705

71,420 

U.S. Government securities

9,880

12,140

(2,260)

Mutual fund

   234,799

   241,855

   (7,056)

 

$1,633,239
==========

$  605,525
==========

$1,027,714 
========== 

       
 

              December 31, 1999              

 

Net Proceeds

      Cost

Realized Gains 
    (Losses)   

Pfizer Inc. common stock

$1,064,305

$  203,427

$  860,878 

Collective funds

64,190

19,865

44,325 

U.S. Government securities

877,601

859,455

18,146 

Mutual fund

 1,807,558

 1,736,144

     71,414 

 

$3,813,654
==========

$2,818,891
==========

$  994,763 
=========== 

 

 

Note 6 - Unrealized Appreciation (Depreciation) of Investments

The change in the amount of unrealized appreciation/(depreciation) was as follows:

 

            Aggregate Unrealized           

 

December 31,
       2000 

December 31,
       1999 

Change 
 During 2000 

       

Pfizer Inc. common stock

$40,688,927 

$26,910,451 

$ 13,778,476 

Collective funds

406,116 

688,516 

(282,400)

U.S. Government securities

-- 

-- 

-- 

Mutual fund

     (2,073)

    (79,447)

      77,374 

 

$41,092,970 
=========== 

$27,519,520 
=========== 

$ 13,573,450 
============ 

 

            Aggregate Unrealized           

 

December 31,
       1999 

December 31,
       1998 

Change 
 During 1999 

       

Pfizer Inc. common stock

$26,910,451 

$37,769,032 

$(10,858,581)

Collective funds

688,516 

538,744 

149,772 

U.S. Government securities

-- 

29,586 

(29,586)

Mutual fund

    (79,447)

     49,957 

    (129,404)

 

$27,519,520 
=========== 

$38,387,319 
=========== 

$(10,867,799)
============ 

 

Note 7 - Withdrawals and Reconciliation with Form 5500

For financial statement purposes, participant withdrawals and distributions are recorded when paid rather than when processed and approved for payment. Therefore, the net assets available for Plan benefits as of December  31, 1999 do not reflect a reduction for the following benefits payable to participants who had requested withdrawals as of December 31, but which were not distributed until the subsequent year:

Nonparticipant directed fund

$11,222

Participant directed funds

 31,553

 

$42,775
=======

For the purpose of Form 5500, such withdrawals and distributions are recorded when processed and approved for payment. Therefore, benefits payable to participants who have requested withdrawals are reported as benefit expense on Form 5500 for those years.

SCHEDULE 1
PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2000

 

Interest
  Rate  

Maturity
  Date  

Number of
Shares or
  Units  

   Cost   

Fair
   Value   

Nonparticipant Directed

         

Pfizer Inc.* Common Stock

--

--

527,781

$3,100,082

$24,277,935

    Total nonparticipant
     directed investments

     


$3,100,082
==========


$24,277,935
===========

Participant Directed

         

Pfizer Inc.* Common Stock

--

--

548,496

$5,719,733

$25,230,807

           

Collective funds:

         

 The Northern Trust
  Company*, Stock Index
  Fund

--

--

8,633

$  603,511

$ 1,066,512

 The Northern Trust
  Company*, Growth Equity
  Index Fund

--

--

41,618

460,703

389,969

 The Northern Trust
  Company*, Value Index
  Fund

--

--

18,796

   370,521

    384,370

    Total collective funds

     

$1,434,735

$ 1,840,851

Mutual funds:

         

 Vanguard Fund

--

--

173,295

$1,728,090

$ 1,726,017

 The Northern Trust
  Company*, Small Company
  Index Mutual Fund

--

--

2,535

    26,925

     26,925

 The Northern Trust
  Company Short Term Fund

--

--

1,525

     1,525

      1,525

    Total mutual funds

     

$1,756,540

$ 1,754,467

Time Deposits:

         

 Banco Popular de Puerto
  Rico*

5.88%

--

--

$    9,222

$     9,222

 Banco Popular de Puerto
  Rico*

5.88%

--

--

6,208

6,208

 Banco Popular de Puerto
  Rico*

5.88%

--

--

764

764

 Banco Popular de Puerto
  Rico*

5.88%

--

--

1,433

1,433

 Banco Popular de Puerto
  Rico*

5.88%

--

--

5,902

5,902

 Banco Popular de Puerto
  Rico*

5.88%

--

--

13,912

13,912

 Banco Popular de Puerto
  Rico*

5.88%

--

--

     5,802

      5,802

    Total time deposits

     

$   43,243

$    43,243

           

    Total participant
    directed investments

     


$8,954,251
==========

$28,869,368
===========

*Party-in-interest

         

See accompanying independent auditors' report.

 

SCHEDULE 2
PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 2000

Investments Purchased

Number of
Transactions

Number of
 Shares  

   Cost    

   

Interest-bearing  Deposit:

         

  Banco Popular de
   Puerto Rico, Time
   Deposits (1)

294

--

$9,426,391

   

Investments Disposed

Number of
Transactions

Number of
 Shares  

   Cost    

Fair
  Value   

Realized
Gain/
 (Loss) 

Interest-bearing
 Deposit:

         

  Banco Popular de
   Puerto Rico, Time
   Deposits (1)

116

--

$7,265,236

$7,265,236

--

 

         


(1) Banco Popular de Puerto Rico is a "party-in-interest" of the Plan.

 

 

See accompanying independent auditors' report.

INDEPENDENT AUDITORS' REPORT

 

To the Administrative Committee
Pfizer Savings and Investment Plan for
Employees Resident in Puerto Rico:

We have audited the accompanying statements of net assets available for plan benefits of the Pfizer Savings and Investment Plan for Employees Resident in Puerto Rico (the "Plan") as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes and (2) reportable transactions, as of and for the year ended December 31, 2000, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

 

KPMG LLP

June 8, 2001

Stamp No. 1673892 Puerto Rico
Society of Certified Public Accountants was
affixed to the record copy of this report.

 

SIGNATURES

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Savings and Investment Plan Committee have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

PFIZER SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES RESIDENT IN PUERTO RICO

 

By:  /s/ Louis Prado

 
 
 

Louis Prado
General Manager,
Pfizer Pharmaceuticals, Inc.
Chair, Savings and Investment
Plan Committee

 

Date:  June 29, 2001

 

 

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

 

To the Administrative Committee
Pfizer Savings and Investment Plan for
Employees Resident in Puerto Rico:

 

We consent to the use of our report included herein and incorporated by reference in the Registration Statement on Form S-8 dated November 18, 1991 (File No. 33-44053) of our report dated June 8, 2001, relating to the statements of net assets available for plan benefits of the Pfizer Savings and Investment Plan for Employees Resident in Puerto Rico as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended, which report appears in the December 31, 2000 annual report on Form 11-K of the Pfizer Savings and Investment Plan for Employees Resident in Puerto Rico.

/s/ KPMG LLP

 

KPMG LLP

 

San Juan, Puerto Rico
June 29, 2001