================================================================================
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 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
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
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
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
December 31, 1996
(thousands of dollars except unit values)
Non-Participant
Directed Participant Directed
-----------------------------------------------------------------------------------
Company Common
Total Stock Fund Fund A Fund B Fund C Fund D Loan Fund
------------------------------------------------------------------------------------------------
Investments, at fair value:
Pfizer Inc. common stock:
Company Common Stock
Fund, 9,845,884 shares,
cost $138,298; Fund C,
9,809,675 shares,
cost $206,233................. $1,631,412 $817,208 $ -- $ -- $814,204 $ -- $ --
Intermediate Treasury Bond Fund,
The Northern Trust Company,
cost $170,673................. 170,580 -- 170,580 -- -- -- --
Collective Stock Index Fund, The
Northern Trust Company, cost
$72,820....................... 147,468 -- -- 147,468 -- -- --
Other investments, at cost which
approximates fair value:
Loans to participants......... 39,385 -- -- -- -- -- 39,385
Cash and short-term securities 28,602 92 592 26 45 27,847 --
------------------------------------------------------------------------------------------------
Total investments............... 2,017,447 817,300 171,172 147,494 814,249 27,847 39,385
Interest receivable............... 3,406 2 3,281 -- 1 122 --
Contributions receivable from
employers, including amounts
collected from employees........ 9,154 2,698 1,362 21 4,992 81 --
------------------------------------------------------------------------------------------------
Net assets available for plan
benefits --Note 8............... $2,030,007 $820,000 $175,815 $147,515 $819,242 $28,050 $39,385
================================================================================================
Number of units outstanding at end
of year......................... 32,067,445 14,665,944 8,883,551 32,219,343 2,478,547
Unit Value--Note 1................ $25.38 $11.86 $16.49 $25.32 $11.27
See Notes to Financial Statements which are an integral
part of these financial statements.
1
PFIZER SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
December 31, 1995
(thousands of dollars except unit values)
Non-Participant
Directed Participant Directed
-----------------------------------------------------------------------------------
Company Common
Total Stock Fund Fund A Fund B Fund C Fund D Loan Fund
------------------------------------------------------------------------------------------------
Investments, at fair value:
Pfizer Inc. common stock:
Company Common Stock
Fund, 10,451,382 shares,
cost $132,164; Fund C,
10,048,630 shares,
cost $180,795................. $1,291,501 $658,437 $ -- $ -- $633,064 $ -- $ --
Intermediate Treasury Bond Fund,
The Northern Trust Company,
cost $137,223................. 140,002 -- 140,002 -- -- -- --
Collective Stock Index Fund, The
Northern Trust Company, cost
$59,403....................... 110,014 -- -- 110,014 -- -- --
Investment contracts with
insurance companies, at contract
value.......................... 41,089 -- 41,089 -- -- -- --
Other investments, at cost which
approximates fair value:
Loans to participants......... 31,707 -- -- -- -- -- 31,707
Cash and short-term securities 16,056 90 94 -- 69 15,803 --
------------------------------------------------------------------------------------------------
Total investments............... 1,630,369 658,527 181,185 110,014 633,133 15,803 31,707
Interest receivable............... 2,608 2 2,525 1 1 79 --
Contributions receivable from
employers, including amounts
collected from employees........ 8,338 2,554 1,788 1,492 2,143 361 --
------------------------------------------------------------------------------------------------
1,641,315 661,083 185,498 111,507 635,277 16,243 31,707
Payables arising from securities
purchased....................... (54) -- (1) (40) (13) -- --
------------------------------------------------------------------------------------------------
Net assets available for plan
benefits --Note 8............... $1,641,261 $661,083 $185,497 $111,467 $635,264 $16,243 $31,707
================================================================================================
Number of units outstanding at end
of year......................... 34,575,800 16,345,905 8,249,272 33,396,661 1,472,371
Unit Value--Note 1................ $18.96 $11.29 $13.40 $18.91 $10.69
See Notes to Financial Statements which are an integral
part of these financial statements.
2
PFIZER SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Year Ended December 31, 1996
(thousands of dollars)
Non-Participant
Directed Participant Directed
-----------------------------------------------------------------------------------
Company Common
Total Stock Fund Fund A Fund B Fund C Fund D Loan Fund
------------------------------------------------------------------------------------------------
Net investment income
Cash dividends:
Pfizer Inc. common stock...... $24,240 $12,184 $ -- $ -- $12,056 $ -- $ --
Other marketable
securities.................. 2,758 -- -- 2,758 -- -- --
Interest........................ 16,518 49 12,352 11 28 1,002 3,076
--------------------------------------------------------------------------------------------
43,516 12,233 12,352 2,769 12,084 1,002 3,076
Investment management fees--
Note 4.......................... (103) -- (58) (45) -- -- --
--------------------------------------------------------------------------------------------
43,413 12,233 12,294 2,724 12,084 1,002 3,076
--------------------------------------------------------------------------------------------
Realized gains (losses) on
investments, net-- Note 5
Pfizer Inc. common stock...... 92,482 48,444 -- -- 44,038 -- --
Other securities.............. (932) -- (1,174) 242 -- -- --
--------------------------------------------------------------------------------------------
91,550 48,444 (1,174) 242 44,038 -- --
--------------------------------------------------------------------------------------------
Unrealized appreciation (depreciation)
of investments,
net-- Note 6.................... 329,504 152,637 (2,872) 24,037 155,702 -- --
--------------------------------------------------------------------------------------------
464,467 213,314 8,248 27,003 211,824 1,002 3,076
--------------------------------------------------------------------------------------------
Contributions
Employees....................... 77,921 -- 11,612 14,987 50,537 785 --
Employers....................... 34,486 34,486 -- -- -- -- --
Withdrawals --Note 8.............. (188,128) (85,169) (26,090) (9,912) (63,769) (3,188) --
Loan transaction
transfers, net.................. -- (3,714) 1,841 1,810 (5,221) 682 4,602
Transfers at fair
value, net...................... -- -- (5,293) 2,160 (9,393) 12,526 --
--------------------------------------------------------------------------------------------
(75,721) (54,397) (17,930) 9,045 (27,846) 10,805 4,602
--------------------------------------------------------------------------------------------
Net increase (decrease)........... 388,746 158,917 (9,682) 36,048 183,978 11,807 7,678
Net assets available for plan
benefits--Note 8:
Beginning of year............... 1,641,261 661,083 185,497 111,467 635,264 16,243 31,707
--------------------------------------------------------------------------------------------
End of year..................... $2,030,007 $820,000 $175,815 $147,515 $819,242 $28,050 $39,385
============================================================================================
See Notes to Financial Statements which are an integral part of
these financial statements.
3
PFIZER SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Year Ended December 31, 1995
(thousands of dollars)
Non-Participant
Directed Participant Directed
-----------------------------------------------------------------------------------
Company Common
Total Stock Fund Fund A Fund B Fund C Fund D Loan Fund
------------------------------------------------------------------------------------------------
Net investment income
Cash dividends:
Pfizer Inc. common stock...... $21,180 $10,919 $ -- $ -- $10,261 $ -- $ --
Other marketable
securities.................. 2,333 -- -- 2,333 -- -- --
Interest........................ 15,605 38 12,351 29 86 939 2,162
------------------------------ -------------------------------------------------------------
39,118 10,957 12,351 2,362 10,347 939 2,162
Investment management fees--
Note 4.......................... (90) -- (57) (33) -- -- --
------------------------------ -------------------------------------------------------------
39,028 10,957 12,294 2,329 10,347 939 2,162
------------------------------ -------------------------------------------------------------
Realized gains (losses) on
investments, net-- Note 5
Pfizer Inc. common stock...... 40,853 20,137 -- -- 20,716 -- --
Other securities.............. 379 -- (638) 1,017 -- -- --
------------------------------ -------------------------------------------------------------
41,232 20,137 (638) 1,017 20,716 -- --
------------------------------ -------------------------------------------------------------
Unrealized appreciation of
investments, net-- Note 6....... 488,494 235,218 8,840 24,431 220,005 -- --
------------------------------ -------------------------------------------------------------
568,754 266,312 20,496 27,777 251,068 939 2,162
------------------------------ -------------------------------------------------------------
Contributions --Note 7
Employees....................... 132,035 -- 13,942 13,281 41,807 63,005 --
Employers....................... 32,068 32,068 -- -- -- -- --
Withdrawals --Note 8.............. (126,875) (51,631) (20,772) (8,374) (42,046) (4,052) --
Loan transaction
transfers, net.................. -- (753) (970) (545) (2,605) (144) 5,017
Transfers at fair
value, net...................... -- -- 15,806 11,572 21,559 (48,937) --
------------------------------ -------------------------------------------------------------
37,228 (20,316) 8,006 15,934 18,715 9,872 5,017
------------------------------ -------------------------------------------------------------
Net increase...................... 605,982 245,996 28,502 43,711 269,783 10,811 7,179
Net assets available for plan
benefits--Note 8:
Beginning of year............... 1,035,279 415,087 156,995 67,756 365,481 5,432 24,528
--------------------------------------------------------------------------------------------
End of year..................... $1,641,261 $661,083 $185,497 $111,467 $635,264 $16,243 $31,707
============================================================================================
See Notes to Financial Statements which are an integral
part of these financial statements.
4
PFIZER SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
Note 1 -- Summary Plan Description
General -- The Pfizer Savings and Investment Plan (the "Plan") is a
defined contribution plan which was originally adopted by Pfizer Inc. (the
"Company") in 1965 as the Pfizer Savings Plan and has been amended from time to
time since that date. Participation in the Plan is open to all eligible
employees of the Company and any corporation which, with the consent of the
Company, adopts the Plan ("Associate Companies"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974.
Effective December 31, 1992, all new contributions, in excess of
withdrawals and transfers, directed to Fund A of the Plan are invested in an
intermediate U.S. Treasury bond fund. In addition, as the investment contracts
with insurance companies in Fund A matured, the contracts' proceeds were
invested in an intermediate U.S. Treasury bond fund. As of June 3, 1996, all
investment contracts with insurance companies had matured and the proceeds were
invested in the bond fund.
Effective January 1, 1995, the Plan was amended to accept a rollover
contribution by a participant in certain instances (as defined in the Plan) and
to value a deceased participant's account as of the valuation date subsequent to
the receipt of the distribution election rather than the valuation date
preceding the decedent's death. Effective January 1, 1997, participants are
permitted to roll over into the Plan eligible distributions from other qualified
employer sponsored savings plans and conduit IRA's.
The following is a general description of certain provisions of the
Plan. Refer to the Plan agreement for a complete description.
Contributions -- Each participant may make contributions on an
after-tax basis and/or on a before-tax basis (that is, choose to reduce his or
her compensation and have the Company contribute on his or her behalf).
Before-tax contributions are subject to certain restrictions under the Internal
Revenue Code of 1986, as amended. Contributions of up to 2% of compensation are
matched 100% by the Company and the next 4% is matched 50%. Employee
contributions in excess of 6% are not matched.
Effective February 1, 1997, the definition of earnings eligible for
contributions was expanded to include overtime pay, premium pay and shift
differentials.
Investment options -- Each participant in the Plan elects to have his
or her contribution invested in any one or any combination of four investment
funds. These funds are comprised of the following:
Fund A -- Intermediate U.S. Treasury bonds and, prior to
June 3, 1996, investment contracts with insurance
companies (see General caption above for a
description of Fund A investments effective December
31, 1992).
Fund B -- An index fund of corporate common stocks.
Fund C -- Common stock of the Company.
Fund D -- U.S. Treasury and government agency money market
investments with maturities of less than one year.
5
PFIZER SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996 and 1995
Note 1 -- Summary Plan Description (Continued)
At December 31, 1996 and 1995, respectively, there were 13,476 and
13,033 employees participating in the Plan, some of whom had investments in more
than one employee investment fund. On the basis of allocations by the employees
of their contributions at December 31, 1996 and 1995, respectively, Fund A had
4,441 and 5,218 participating employees; Fund B, 5,044 and 4,802, Fund C, 11,535
and 10,828 and Fund D, 428 and 291.
All Company matching contributions are invested by the Trustee in a
fifth fund designated the "Company Common Stock Fund," which consists primarily
of common stock of the Company. These contributions are non-participant
directed.
The Plan's trust agreement provides that any portion of any of the five
funds may, pending its permanent investment or distribution, be invested in
short-term investments.
The net assets used to calculate the unit values disclosed on the
Statement of Net Assets Available for Plan Benefits as of December 31, 1996 and
1995, have been reduced by benefits payable as of that date. (See Note 8.)
Eligibility and Vesting -- Substantially all the domestic employees of
the Company, except those covered by a collective bargaining agreement, are
eligible to participate in the Plan beginning on the January 1 following their
date of employment, or the beginning of any month thereafter. A Participant is
immediately vested in the full value of his or her account (i.e., participants'
and employers' contributions).
Effective January 1, 1997, employees are immediately eligible to enroll
in the Plan.
Payment of Benefits -- Upon separation from service, retirement or
disability, a participant may elect to receive a lump sum distribution
immediately 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 immediately 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.
Loans --Plan participants are permitted to borrow against their vested
balance. The minimum amount a participant may borrow is $1,000 and the maximum
amount is the lesser of 50% of the vested account balance reduced by any current
outstanding loan balance or $50,000 reduced by the highest outstanding loan
balance in the preceding 12 months.
Under the terms of the Plan, loans must be repaid within five years,
unless the funds are used to purchase a primary residence. Primary residence
loans must be repaid over 10 or 15 years at the participant's option. The
interest rate on all loans is based on the prime rate plus 1%. Interest paid by
the participant is credited to the participant's account.
6
PFIZER SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996 and 1995
Note 1 -- Summary Plan Description (Continued)
Termination -- The Company expects to continue the Plan indefinitely,
but necessarily reserves the right to amend, suspend or discontinue it in whole
or in part at any time by action of the Company's Board 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 assets in the investment funds established
pursuant to the Plan will at any time revert to the Company.
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 8.
Investment Valuation -- Pfizer Inc. common stock is valued at the
closing market price on the last business day of the year. The investments in
the index fund of corporate common stocks and intermediate U.S. Treasury bond
fund are recorded at fair value based on the closing market prices of the
underlying investments of the respective fund as of the last business day of the
year. Loans to participants and cash and short-term securities are recorded at
cost which approximates fair value and the investment contracts with insurance
companies are recorded at contract 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.
Dividend Recognition -- Dividend income is recorded on the ex-dividend
date. Income from other investments is recorded as earned.
Note 3 -- Income Taxes
The Internal Revenue Service has determined and informed the Company
that the Plan and related trust as of May 26, 1994 were designed in accordance
with the applicable sections of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. 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 Federal income taxes.
Contributions made to the Plan by the Company, including before-tax
contributions made on the employee's behalf by the Company and the appreciation
on all funds in the employee's account, are not taxable to the employee under
Federal income tax law while these amounts remain in the Plan.
Note 4 -- Administrative Costs
Except for certain member transfer costs and the investment management
fees (Fund A and Fund B), all costs and expenses of administering the Plan are
borne by the Company.
7
PFIZER SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996 and 1995
Note 5 -- Realized Gains (Losses) on Investments
The aggregate net proceeds and carrying value used in the calculation
of the realized gains (losses) on investments are as follows:
Net Proceeds Realized Gains
and Withdrawals Cost (Losses)
----------------- ------------- ------------------
Pfizer Inc. Common Stock (thousands of dollars)
1996 $119,840 $27,358 $92,482
1995 58,802 17,949 40,853
Other Securities
1996 95,543 96,475 (932)
1995 31,833 31,454 379
Realized gains from the disposal of Pfizer Inc. common stock include
$62,371,000 in 1996 and $19,664,000 in 1995 related to shares distributed in
kind to participants who withdrew from the Plan on retirement or termination.
In addition, the 1996 net proceeds and withdrawal amounts include
$25,904,000 relating to the transfer of Plan assets of the former employees of
the Pfizer Food Science Group to the Cultor Food Science Retirement and Savings
Plan.
Note 6 -- Unrealized Appreciation (Depreciation) of Investments
The change in the amount of unrealized appreciation (depreciation) was
as follows:
Aggregate Unrealized
---------------------------------
December 31, December 31,
1996 1995 Change During 1996
--------------- --------------- ---------------------
(thousands of dollars)
Company Common Stock Fund............... $678,910 $526,273 $152,637
Fund A.................................. (93) 2,779 (2,872)
Fund B.................................. 74,648 50,611 24,037
Fund C.................................. 607,971 452,269 155,702
--------------- --------------- ---------------------
$1,361,436 $1,031,932 $329,504
=============== =============== =====================
Aggregate Unrealized
---------------------------------
December 31, December 31,
1995 1994 Change During 1995
--------------- --------------- ---------------------
(thousands of dollars)
Company Common Stock Fund............... $526,273 $291,055 $235,218
Fund A.................................. 2,779 (6,061) 8,840
Fund B.................................. 50,611 26,180 24,431
Fund C.................................. 452,269 232,264 220,005
--------------- --------------- ---------------------
$1,031,932 $543,438 $488,494
=============== =============== =====================
9
Note 7 -- Contributions
In 1995, contributions by participating employees of Pfizer Inc.
includes rollover contributions of $62,260,000 from the employees of the former
SmithKline Beecham animal health business that was acquired by the Company in
January 1995.
Note 8 -- 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, 1996 and 1995 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:
1996 1995
------------ ------------
(thousands of dollars)
Company Common Stock Fund..................... $6,364 $5,471
Fund A........................................ 1,933 871
Fund B........................................ 1,063 933
Fund C........................................ 3,580 3,735
Fund D........................................ 120 508
------------ ------------
$13,060 $11,518
============ ============
For the purposes of Form 5500, such withdrawals and distributions are
recorded when processed and approved for payment. Therefore, benefits payable to
participants who have requested withdrawals have been reported as benefit
expense on Form 5500 for those years.
9
SCHEDULE 1
PFIZER SAVINGS AND INVESTMENT PLAN
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
(thousands of dollars)
Number of
Interest Maturity Shares or
Rate Date Units Cost Fair Value
-------------- ------------- -------------- ------------ -------------
FUND A:
The Northern Trust Company, Intermediate
Treasury Bond Fund................................. -- -- 165,600,000 $170,673 $170,580
The Northern Trust Company, Short-Term Investment
Fund............................................... Various Various 591,920 592 592
============ =============
Total of Fund A.................................. $171,265 $171,172
============ =============
FUND B:
The Northern Trust Company, Collective
Stock Index Fund................................... -- -- 2,416,774 $72,820 $147,468
The Northern Trust Company, Short-Term Investment
Fund............................................... Various Various 26 26
------------ -------------
Total of Fund B.................................. $72,846 $147,494
============ =============
FUND C:
Pfizer Inc. Common Stock............................. -- -- 9,809,675 $206,233 $814,204
The Northern Trust Company, Short-Term Investment
Fund............................................... Various Various 45,252 45 45
============ =============
Total of Fund C.................................. $206,278 $814,249
============ =============
FUND D:
The Northern Trust Company, Government Short-Term
Investment Fund.................................... Various Various 27,847,462 $27,847 $27,847
============ =============
COMPANY COMMON STOCK FUND:
Pfizer Inc. Common Stock............................. -- -- 9,845,884 $138,298 $817,208
The Northern Trust Company, Short-Term Investment
Fund............................................... Various Various 92,168 92 92
------------ -------------
Total of Company Stock Fund...................... $138,390 $817,300
============ =============
LOAN FUND:
Loans to participants Various Various -- $39,385 $39,385
============ =============
10
SCHEDULE 2
PFIZER SAVINGS AND INVESTMENT PLAN
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1996
(thousands of dollars)
FUND C AND COMPANY
COMMON STOCK FUND:
Number of Number of
Transactions Shares Cost
--------------- -------------- ------------
Securities Purchased
Pfizer Inc. common stock................... 33 819,318 $58,966
Securities Disposed* Fair Value
Number of Number of of Disposed Realized
Transactions Shares Cost Shares Gains
--------------- -------------- ------------ -------------- ------------
Pfizer Inc. common stock................... 392 1,663,771 $27,358 $119,840 $92,482
- -----------
* Dispositions represent sales of stock and shares distributed in kind to
members who withdrew from the Plan on retirement or termination.
11
INDEPENDENT AUDITORS' REPORT
To the Savings and Investment Plan Committee
Pfizer Savings and Investment Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Pfizer Savings and Investment Plan (the Plan) as of
December 31, 1996 and 1995 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, 1996 and 1995 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, 1996 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 Peat Marwick LLP
KPMG PEAT MARWICK LLP
New York, New York
March 17, 1997
12
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
By: /s/ David L. Shedlarz
David L. Shedlarz
Senior Vice President and
Chief Financial Officer
Chair, Savings and Investment
Plan Committee
Date: March 27, 1997
13
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
To the Savings and Investment Plan Committee
Pfizer Savings and Investment Plan:
We consent to the use of our report dated March 17, 1997 included
herein and incorporated herein by reference in the Registration Statement on
Form S-8 dated January 24, 1991 (File No. 33-38708) which report relates to the
statements of net assets available for plan benefits of the Pfizer Savings and
Investment Plan as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for plan benefits for the years then ended, and
appears in the December 31, 1996 annual report on Form 11-K of the Pfizer
Savings and Investment Plan.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New York, New York
March 27, 1997