Pharmacia 11-K 2005

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, 2005

   

   

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:

   

PHARMACIA SAVINGS 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

PHARMACIA SAVINGS PLAN INDEX

   

 

Page

PLAN FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

3

Statements of Net Assets Available for Plan Benefits as of December 31, 2005 and 2004

4

Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2005 and 2004

5

Notes to Financial Statements

6

Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2005

23

Schedule H, line 4j - Schedule of Reportable Transactions for the year ended December 31, 2005

24

Signature

25

Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm

26

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Savings Plan Committee
Pharmacia Savings Plan:

We have audited the accompanying statements of net assets available for plan benefits of the Pharmacia Savings Plan (the Plan) as of December 31, 2005 and 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an 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 as of December 31, 2005 and 2004 and the changes in net assets available for plan benefits for the years then ended, in conformity with U.S. 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 schedule H, line 4i - schedule of assets (held at end of year) as of December 31, 2005 and schedule H, line 4j - schedule of reportable transactions for the year ended December 31, 2005 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit 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

Memphis, Tennessee
June 22, 2006

PHARMACIA SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

 

December 31,

(in thousands of dollars)

2005

2004

   

Assets:

Investments:

Pfizer Inc common stock

$

315,385

$

409,604

Pfizer Inc preferred stock

251,484

331,126

Common/collective trust funds

847,825

834,320

Fixed income investments

692,519

689,475

Mutual funds

632,858

611,390

2,740,071

2,875,915

Loans to participants

29,948

30,216

Total investments

2,770,019

2,906,131

   

Receivables:

Company contributions

11,841

53,001

Participant contributions

2,765

1,271

Dividends and interest receivable

2,757

3,089

Other receivables

--

1,343

Total receivables

17,363

58,704

Total assets

2,787,382

2,964,835

   

Liabilities:

Notes payable

30,614

59,720

Interest payable

14,700

48,866

Other payables

1,376

1,346

Total liabilities

46,690

109,932

   

Net assets available for plan benefits

$

2,740,692

$

2,854,903

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

PHARMACIA SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

Years ended December 31,

(in thousands of dollars)

2005 

  

2004 

   

Additions:

Additions to net assets attributed to:

Investment income/(loss):

Net appreciation/(depreciation) in fair value of investments

$    17,976 

$    (95,465)

Interest

35,321 

43,825 

Dividends

25,141 

21,295 

Interest on participants' loans

1,632 

1,635 

Total investment income/(loss)

80,070 

(28,710)

   

Contributions:

Participant

91,955 

99,439 

Rollovers

12,270 

38,181 

Company

36,324 

71,005 

Total contributions

140,549 

208,625 

Total additions

220,619 

179,915 

   

Deductions:

Deductions from net assets attributed to:

Benefits paid to participants

326,637 

371,167 

Administrative expenses

4,981 

4,832 

Interest on notes payable

3,212 

6,771 

Transfers out of Plan

-- 

6,987 

Total deductions

334,830 

389,757 

   

Net decrease

(114,211)

(209,842)

   

Net assets available for plan benefits:

Beginning of year

2,854,903 

3,064,745 

End of year

$2,740,692 

$2,854,903 

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

PHARMACIA SAVINGS PLAN
Notes to Financial Statements
December 31, 2005 and 2004

1.    Description of Plan

The following brief description of the Pharmacia Savings Plan (the "Plan") is provided only for general information. Participants should refer to the Plan Document for a more complete description of the Plan's provisions.

The Plan is a defined contribution plan with two component parts: a section 401(k) plan and a section 401(m) plan. The section 401(m) plan consists of Employee Stock Ownership Plan ("ESOP") funds (collectively, the Pharmacia ESOP Funds) and funds that do not constitute an ESOP. The Pharmacia ESOP Funds consist of a Preferred Employee Stock Ownership Plan (the "Preferred ESOP") and a Common Employee Stock Ownership Plan (the "Common ESOP"). The Plan covers substantially all domestic employees of Pfizer Inc (the "Company") not otherwise covered by another defined contribution plan of the Company.

 

The Plan is part of the Pharmacia Retirement Choice Program ("Choice Program") available to all employees, except those on long-term disability benefits, those employed by the Company in Puerto Rico, those covered under the Pre-Retirement Terminated Leave of Absence program or those covered under a specifically designated severance package. The Choice Program is made up of a traditional pension plan and a 401(k) savings plan. Under the Choice Program, eligible employees select either Option 1 which provides greater pension plan benefits or Option 2 which provides greater savings plan benefits.

 

Plan Administration

The Savings Plan Committee is responsible for administering the Plan operations in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Global Benefits Investment Committee is responsible for monitoring the Plan investments.

Administrative Expenses

The Plan pays certain outside service provider expenses (e.g., investment manager, recordkeeping and trustee fees) incurred in the operation of the Plan. Certain other expenses are paid by the Company.

Contributions

Participants (other than Puerto Rico participants) may elect to contribute on a before-tax or after-tax basis from 1% to 20%, in 1% increments, of their compensation, as defined in the Plan document.  Puerto Rico participants may elect to contribute on a before-tax basis or after-tax basis from 1% to 18%, in 1% increments, of their compensation, as defined in the Plan document. Contributions are subject to certain restrictions under the Internal Revenue Code of 1986, as amended, and for the Puerto Rico participants, contributions are also subject to certain additional restrictions under the Puerto Rico Internal Revenue Code of 1994, as amended. Participants who are eligible employees are permitted to roll over into the Plan eligible distributions from other qualified employer sponsored savings plans and conduit IRAs.

 

The Company matching contributions are the basis for allocating shares of the Preferred ESOP to participants' accounts in combination with a Common ESOP also sponsored by Pfizer. The Preferred Stock remains unallocated until it is distributed (allocated) to participant accounts in accordance with the ESOP loan payment schedule and the provisions of the Plan. Dividends paid to the participants' Preferred ESOP accounts are substituted for an allocation in Preferred ESOP Stock, the cash being used to fund subsequent ESOP loan payments.

For employees eligible for the Choice Program, the Company match depends on the amount of the participant's before-tax and after-tax contribution and whether Option 1 or Option 2 under the Choice Program is selected. Under both Options, the Company will match 100% of participant contributions, from 1% to 5% of compensation, as defined by the Plan. The match is allocated as a combination of the Preferred ESOP and the Common ESOP shares. The percentage split for the 2005 plan year was 100% to the Common ESOP from January 2005 to May 2005. In June 2005, the percentage split was changed to 75% to the Preferred ESOP and 25% to the Common ESOP.  Effective July 1, 2005, the percentage split was changed to 100% to the Preferred ESOP.  The percentage split for the 2004 plan year was 65% to the Preferred ESOP and 35% to the Common ESOP through July 31, 2004. Thereafter, the percentage split was 100% to the Common ESOP. The Preferred ESOP and Common ESOP will allocate shares of stock to participants such that, at the time of allocation, the total value of the shares allocated is equivalent to the Company match. Under Option 2 of the Choice Program there is an additional $0.25 to $1.00 Company match for each $1.00 contributed on the first 5% of eligible pay which is based on the participant's ages as follows:

-

Under age 35: $0.25 additional match

-

Age 35 - 44:  $0.50 additional match

-

Age 45 - 49:  $0.75 additional match

-

Age 50 and older: $1.00 additional match

   

The additional match under Option 2 is made in cash and allocated to the participant's current investment fund elections (not into the ESOP Stock Funds).

For Puerto Rico participants, the Company matches 100% of participant contributions, from 1% to 5% of compensation, in the form of preferred stock within the Preferred ESOP. The Preferred ESOP allocates shares of preferred stock to participants such that, at the time of allocation, the total value of the shares allocated is equivalent to the Company match.

The Company contributes to the Common and Preferred ESOP's cash amounts that are necessary to enable the Plan to make its regularly scheduled payments of principal and interest due on each ESOP's outstanding debt and to release stock to cover allocations to participant accounts. Company dividends paid to each ESOP and certain other funds are also used to repay the outstanding ESOP debt.

Participant Accounts

Each participant's account is credited with the participant's contributions and allocations of the Company's contributions, Plan earnings and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Participants are immediately vested in the full value of their account (i.e., participant's and Company's contributions).

Investment Options

Choice Program Participants

Participant contributions received by the Plan are invested at the direction of the participants in accordance with the terms of the Plan document.

Plan participants eligible for the Choice Program were provided with fund options as outlined below.

a)

Income Fund

b)

Core Bond Fund

c)

Value Stock Fund

d)

Large Company Stock Fund

e)

Growth Stock Fund

f)

Mid-Small Company Stock Fund

g)

International Stock Fund

h)

Pfizer Common Stock Fund

i)

Any combination of the above, provided that a minimum of five percent and a multiple of one percent is directed to each fund selected.

   

Participants may change their investment elections as often as once a day.

A self-directed brokerage account is an investment option. Participants can choose from about 9,500 mutual funds with varying degrees of potential risk and return.

In addition, the Plan includes four asset allocation funds, which allow Choice Program participants varying degrees of risk and return, including (in order of risk tolerance, least to greatest), the Conservative Portfolio Fund, the Moderate Portfolio Fund, the Moderately Aggressive Portfolio Fund, and the Aggressive Portfolio Fund.  Investments in the Core Bond Fund, Large Company Stock Fund, Mid-Small Company Stock Fund and the International Stock Fund are used in predetermined mixes to form the asset allocation funds. 

For Choice Program participants, Company matching contributions for up to the first 5% of compensation and earnings thereon are only posted to the Preferred ESOP Fund and Common ESOP Fund. Upon attaining age 50, participants are allowed to transfer the balance of the Company Matching Account into the other investment fund options.

Other Plan Participants

Investment fund options available to all Plan participants currently not included in the Choice Program (primarily participants employed in Puerto Rico) are listed below.

a)

Income Fund

b)

American Balanced Fund

c)

Indexed Stock Fund

d)

Neuberger Berman Guardian Fund

e)

American Century Ultra Fund

f)

Templeton Foreign Fund

g)

Pfizer Common Stock Fund

h)

Any combination of the above, provided that a minimum of five percent and a multiple of one percent is directed to each fund selected.

   

Participants may elect to transfer or allocate their participant contribution balances and earnings thereon to any of the above funds.

For Puerto Rico participants, Company matching contributions and earnings thereon are only posted to the Preferred ESOP Stock Fund. Upon completing ten years of employment service and attaining age 55, participants are allowed to transfer a portion of their Pfizer Common Stock Fund balance (i.e., pertaining to Company contributions and earnings thereon) and their Preferred ESOP Fund balance into the other investment fund options. For participants age 55-59 and for participants age 60 and older, 25% and 50% can be transferred to other investment funds, respectively. Those age 60 and older that have already diversified their current Pfizer Common Stock Fund balance 25%, may only diversify another 25%.

Effective January 1, 2006, the Plan was amended to lower the minimum age requirement for diversifying Company matching contributions out of the Pfizer preferred leveraged ESOP fund and/or the Pfizer common leveraged ESOP fund from age 55 to age 40. A participant who has attained age 40 may diversify up to 25% of their total units in the Pfizer preferred leveraged ESOP fund and/or the Pfizer common leveraged ESOP fund .  The amount of total units eligible for diversification increases 25% each 5 years through age 55 where the participant may diversify 100% of their units in the fund.  Participants who were age 50 as of December 31, 2005 will continue to be able to diversify 100% of their units as well as any future Company matching contributions.

The Northern Trust Company ("Northern Trust") is trustee for U.S. and Puerto Rico participants in the Plan. The Plan's trust agreement provides that any portion of any of the investment funds may, pending its permanent investment or distribution, be invested in short-term investments. To the extent any Plan assets are so invested, they are invested in funds managed by Northern Trust. Northern Trust is a related party to the Plan.

   

Loans to Participants

The Plan has a loan provision which allows participants to borrow from their fund accounts a minimum of five hundred dollars up to a maximum equal to the lesser of 50% of their vested account balance or fifty thousand dollars (reduced by the highest outstanding loan balance within the previous twelve months). Loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. Loans for the purchase of a home have a three thousand dollar minimum loan amount. The loans are secured by the balance in the participant's account and bear interest at a rate that is equal to the prime rate, as defined, at the beginning of the quarter in which the loan originates, plus 1%. Interest rates on outstanding loans ranged from 4.75% to 10.51% at December 31, 2005 and from 4.00% to 10.50% at December 31, 2004. Interest is credited to the account of the participant. Repayments may not necessarily be made to the same fund from which amounts were borrowed. Repayments are credited to the applicable funds based on the participant's investment elections at the time of repayment. In the event of termination, participants will have 90 days to repay the loan before the loan is taxed and penalized with an additional 10% tax.

 

Benefit Payments

Benefits are paid either in cash or in cash and common stock. Common stock is issued only with respect to the participant's accounts in the Pfizer Common Stock Fund and the ESOP Funds. Upon retirement or death, the full value of the participant's accounts is paid in either a lump sum or in installments.

 

In-Service Withdrawals

Participants may also elect to make in-service withdrawals from their account balances subject to the provisions of the Plan.

 

Plan Termination

The Company expects to continue the Plan indefinitely, but 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 or its authorized designee. In the event of termination of the Plan, each participant shall be entitled to the full value of his or her account balance as though 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 Company except otherwise permitted under ERISA.

 

2.    Summary of Accounting Policies

Basis of Accounting

The financial statements of the Plan have been prepared on the accrual basis of accounting, however, benefit payments are recorded when paid. 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. Actual results could differ from those estimates.

 

Investment Valuation

Common stock is valued at quoted market price as of the last business day of the Plan year. Shares of mutual funds are recorded at fair value based on the closing market prices obtained from national exchanges of the underlying investments of the respective fund as of the last business day of the year. Common/collective trust funds are stated at redemption value as determined by the trustees of such funds based upon the underlying securities stated at fair value. Investments in money market instruments are generally short-term and are valued at cost, which approximates market. Fixed income investments consist of synthetic investment contracts ("SICs") which are reported at their contract value by the insurance companies and underlying banks, respectively, because these investments have fully benefit-responsive features (see Note 5). Loans to participants, which are subject to various interest rates, are recorded at cost which approximates fair value.

 

Pfizer preferred stock is valued using the higher of the per-share equivalent stated value of $40.30 or the quoted market price of Pfizer common stock multiplied by 2.57486 on the last business day of the plan year (preferred stock share balances maintained by the plan's trustee and recordkeeper are on a basis equal to a multiple of 1,000 of the share balance and one-thousandth of the $40,300 stated value). Pfizer preferred stock was valued at $60.05 at December 31, 2005 and $69.24 at December 31, 2004 based on the closing Pfizer common stock price of $23.32 on December 31, 2005 and $26.89 on December 31, 2004.

The Plan presents in the statement of changes in net assets available for plan benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments.

Risks and Uncertainties

Investment securities, including Pfizer Inc. common and preferred stock, are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is possible that changes in their values could occur in the near term and such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for plan benefits.

Investment Transactions

Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis.

3.    Tax Status of the Plan

The Plan obtained its latest determination letter dated July 17, 2003 in which the Internal Revenue Service indicated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Company's tax counsel believe that the Plan is currently designed and being operated in material compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements.

4.    Investments

The following investments represent 5% or more of the plan's net assets.

 

 

December 31,

(in thousands of dollars)

 

2005

 

2004

   

Barclays Global Investors Equity Index Fund (12,644,754 and 13,857,852 units, respectively)

$

480,248

$

501,516

Pfizer Inc Common Stock (13,524,232  and 15,232,580 shares, respectively)*

315,385

409,604

AEGON Global wrap contract (synthetic investment contract)

392,586

392,752

Pfizer Inc Preferred Stock (4,188,187 and 4,782,419 shares, respectively)*

251,484

331,126

Barclays Global Investors Intermediate Government Credit Bond Fund (13,667,613 and 14,238,942 units, respectively)

232,213

238,075

Fidelity Growth Company Fund (3,044,652 and 3,224,903 units, respectively)

193,731

183,063

Dodge & Cox Stock Fund (1,317,586 and 1,299,969 units, respectively)

180,799

169,269

Barclays Capital Guardian International Non-U.S. Equity Fund (10,882,064 and 11,041,394 units, respectively)

196,639

165,510

   

*Nonparticipant-directed shares (See Note 6)

   

The plan's investments (including gains and losses on investments sold, as well as held during the year) appreciated/(depreciated) in value as follows:

 

Years ended December 31,

(in thousands of dollars)

2005 

 

2004 

   

Mutual funds

$

37,790 

$

47,090 

Pfizer Inc. common stock

(51,676)

(131,682)

Pfizer Inc. preferred stock

(41,200)

(107,418)

Common/collective trust funds

73,062 

96,545 

$

17,976 

$

(95,465)

5.    Investment Contracts with Insurance Companies

The Income Fund consists primarily of fully benefit-responsive SICs. The contract value of the SICs represents fair value of the underlying asset plus the contract value of the wrapper contract associated with the underlying asset. At December 31, 2005, the Plan held SICs with a contract value of $692 million.  In 2004, the Plan held SICs with a contract value of $689 million . Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investments at contract value.

There are no reserves against contract value for credit risk of the contract issuers or otherwise. The average portfolio yields were approximately 5% for 2005 and 6% for 2004. The crediting interest rates were approximately 5% for both 2005 and 2004. For SICs, the rate is based on a formula which consists of the yield to maturity, duration, and the book and market values. The rate for SICs is periodically reset, usually quarterly, and cannot be reset below 0%.

6.    Nonparticipant-directed Funds and Notes Payable

The Plan includes the following nonparticipant-directed funds: Pfizer Common Stock Fund, Preferred Leveraged ESOP and the Common Leveraged ESOP. These funds and their related activity were as follows:

Pfizer Common Stock Fund

Effective April 1, 1999, the Pfizer Common Stock Fund was added as an investment option into which participants can direct their contributions and/or transfer existing balances. However, certain Company contribution balances (and earnings thereon) within the Pfizer Common Stock Fund can only be transferred out of the fund into other investment options after participants satisfy certain age and service requirements. All assets and activity within this fund have been disclosed as nonparticipant-directed for purposes of this report.

Below are the net assets available for plan benefits and significant components of the changes in net assets available for plan benefits relating to the Pfizer Common Stock Fund:

 

December 31,

(in thousands of dollars)

 

2005

 

2004

  

Assets:

Investments:

Short-term investment funds

$

1,516

$

1,466

Pfizer Inc common stock

149,164

192,976

Loans to participants

--

51

Total investments

150,680

194,493

  

Receivables:

Company contributions

20

22

Participant contributions

60

877

Dividends and interest receivable

5

4

Total receivables

85

903

  

Net assets available for plan benefits

$

150,765

$

195,396

 

      

 

Years ended December 31,

(thousands of dollars)

2005 

 

2004

  

Additions/(reductions):

Additions/(reductions) to net assets attributed to:

Investment income/(loss):

Net depreciation in fair value of investments

$

(23,716)

$

(60,689)

Interest

156 

130 

Dividends

5,157 

4,988 

Total investment loss

(18,403)

(55,571)

  

Participant contributions

5,366 

7,163 

Company contributions

823 

984 

Participant loan repayments

777 

1,265 

Total additions/(reductions)

(11,437)

(46,159)

  

Deductions:

Deductions from net assets attributed to:

Benefits paid to participants

21,150 

34,155 

Participant loan transaction transfers, net

1,023 

1,675 

Administrative expenses

-- 

(63)

Transfers to/(from) investment funds, net

11,021 

(1,682)

Total deductions

33,194 

34,085 

  

Net decrease

(44,631)

(80,244)

  

Net assets available for plan benefits:

Beginning of year

195,396 

275,640 

End of year

$

150,765 

$

195,396 

    

Preferred Leveraged ESOP

On March 1, 1990, the preferred ESOP borrowed $275 million from the Bank of New York through the issuance of amortizing notes. These notes, which were guaranteed by the Company, matured in 2004 and previously paid interest at an annual rate of 9.79%. The remaining principal balance on these notes of $58.6 million was paid in its entirety on February 1, 2004.

As of March 1, 1990, the preferred ESOP issued a note to the Company in the amount of $25 million, which carried an interest rate of 6.25% per annum. The $25 million principal balance and unpaid interest was paid in its entirety on February 1, 2005. Unpaid interest relating to this note was $36.5 million at December 31, 2004. 

The preferred ESOP entered into a financing agreement with the Company on February 1, 1997 which provides access to up to $95 million in financing at the rate of 7.00% per annum. The preferred ESOP had drawings of $22 million with unpaid interest of $14.7 million outstanding as of December 31, 2005, and $22 million with unpaid interest of $12.3 million outstanding as of December 31, 2004.  Borrowings will be due no later than December 31, 2010.  No interest shall be due until the maturity date of any borrowings.

Projected principal loan payments on the Preferred ESOP debt at December 31, 2005 are as follows (in thousands):

Year

 

Amount

   

     2006

$

12,000

     2010

10,000

     Total

$

22,000

   

The Pfizer Inc preferred stock is maintained in the Preferred ESOP as unallocated. As principal and interest on the borrowings is paid, the preferred shares become available to be allocated to participants' accounts as Company matching contributions.

Following are the net assets available for plan benefits and significant components of the changes in net assets available for plan benefits relating to the Preferred ESOP:

December 31, 2005

(in thousands of dollars)

 

Allocated 

 

Unallocated

 

Total

   

Assets:

Investments:

Short-term investment funds

$

8,349

$

2,000

$

10,349

Pfizer Inc preferred stock, convertible

228,375

22,997

251,372

Total investments

236,724

24,997

261,721

   

Receivables:

Company contributions

--

11,438

11,438

Dividends and interest receivable

--

2,648

2,648

Total receivables

--

14,086

14,086

Total assets

236,724

39,083

275,807

   

Liabilities:

Notes payable

--

22,000

22,000

Interest payable

--

14,700

14,700

Other payables

17

--

17

Total liabilities

17

36,700

36,717

   

Net assets available for plan benefits

$

236,707

$

2,383

$

239,090

   

   

   

   

   

December 31, 2004

(in thousands of dollars)

 

Allocated

 

Unallocated

 

Total

   

Assets:

Investments:

Short-term investment funds

$

6,892 

$

3,976

$

10,868

Pfizer Inc preferred stock, convertible

265,793 

65,333

331,126

Total investments

272,685 

69,309

341,994

   

Receivables:

Company contributions

-- 

47,910

47,910

Dividends and interest receivable

-- 

3,023

3,023

Total receivables

-- 

50,933

50,933

Total assets

272,685 

120,242

392,927

   

Liabilities:

Notes payable

-- 

47,000

47,000

Interest payable

-- 

48,760

48,760

Other payables

92 

1

93

Total liabilities

92 

95,761

95,853

Net assets available for plan benefits

$

272,593 

$

24,481

$

297,074

     

 

Year ended December 31, 2005

(in thousands of dollars)

 

Allocated

 

Unallocated 

 

Total

   

Additions/(reductions):

Additions/(reductions) to net assets attributed to:

Investment income (loss):

Net depreciation in fair value of investments

$

(31,242)

$

(9,957)

$

(41,199)

Interest

152 

15 

167 

Dividends

9,442 

1,737 

11,179 

Total investment loss

(21,648)

(8,205)

(29,853)

   

Company contributions

1,549 

11,438 

12,987 

Allocation of 357,801 shares of Pfizer Inc preferred stock for Company matching contributions

22,707 

(22,707)

 

--

Total additions/(reductions)

2,608 

(19,474)

(16,866)

   

Deductions:

Deductions from net assets attributed to:

Benefits paid to participants

30,942 

--

30,942 

Participant loan transaction transfers, net

33 

--

33 

Transfers to/(from) other investment funds

7,519 

(97)

7,422 

Interest on notes payable

--

2,721 

2,721 

Total deductions

38,494 

2,624 

41,118 

   

Net decrease

(35,886)

(22,098)

(57,984)

   

Net assets available for plan benefits:

Beginning of year

272,593 

24,481 

297,074 

End of year

$

236,707 

$

2,383 

$

239,090 

   

   

 

Year ended December 31, 2004

(in thousands of dollars)

 

Allocated

 

Unallocated 

 

Total

   

Additions/(reductions):

Additions/(reductions) to net assets attributed to:

Investment income (loss):

Net depreciation in fair value of investment

$

(79,486)

$

(27,932)

$

(107,418)

Interest

55 

34 

89 

Dividends

10,130 

2,511 

12,641 

Total investment loss

(69,301)

(25,387)

(94,688)

   

Company contributions

1,400 

47,907 

49,307 

Allocation of 225,702 shares of Pfizer Inc preferred stock for Company matching contributions

20,364 

(20,364)

 

-- 

Total additions/(reductions)

(47,537)

2,156 

(45,381)

   

Deductions:

Deductions from net assets attributed to:

Benefits paid to participants

48,618 

-- 

48,618 

Participant loan transaction transfers, net

57 

-- 

57 

Transfers to other investment funds

3,175 

5,399 

8,574 

Interest on notes payable

-- 

5,859 

5,859 

Total deductions

51,850 

11,258 

63,108 

   

Net decrease

(99,387)

(9,102)

(108,489)

   

Net assets available for plan benefits:

Beginning of year

371,980 

33,583 

405,563 

End of year

$

272,593 

$

24,481 

$

297,074 

   

Common Leveraged ESOP

As of December 31, 2005 and 2004, the outstanding principal balance on the Common ESOP's external debt was $1.9 million and $3.8 million, respectively (carrying an interest rate of 8.13% and maturing on December 15, 2006). In addition, the Common ESOP carried a separate internal note payable to the Company. The outstanding principal balance of the internal note as of December 31, 2005 and 2004 was $6.7 million and $8.9 million, respectively (carrying an interest rate of 5.71% and maturing on December 15, 2006).

   

Projected principal loan payments on the Common ESOP debt at December 31, 2005 are as follows (in thousands):

   

Year

 

Amount

   

        2006

$

8,614

   

The proceeds of the borrowings were used to purchase Company common stock. The Pfizer Inc common stock is maintained in the Common ESOP as unallocated. This stock is released for allocation to participants' accounts in accordance with the terms of the Plan as interest and principal on the borrowings are paid.

Following are the net assets available for plan benefits and significant components of the changes in net assets available for plan benefits related to the Common Leveraged ESOP:

 

December 31, 2005

(in thousands of dollars)

 

Allocated

 

Unallocated

 

Total

   

Assets:

Investments:

Short-term investment funds

$

609

$

1,723 

$

2,332

Pfizer Inc common stock

165,528

618 

166,146

Total investments

166,137

2,341 

168,478

   

Receivables:

Company contributions

--

-- 

 

--

Dividends and interest receivable

2

10 

 

12

Total receivables

2

10 

 

12

Total assets

166,139

2,351 

168,490

   

Notes payable

--

8,614 

8,614

  Other payables

63

-- 

63

Total liabilities

63

8,614 

8,677

   

Net assets available for plan benefits

$

166,076

$

(6,263)

$

159,813

 

 

 

December 31, 2004

(in thousands of dollars)

 

Allocated

 

Unallocated

 

Total

   

Assets:

Investments:

Short-term investment funds

$

652

$

-- 

$

652

Pfizer Inc common stock

189,649

26,749

216,398

Total investments

190,301

26,749

217,050

   

Receivables:

Company contributions

1,111

2,433

 

3,544

Dividends and interest receivable

--

2

 

2

Total receivables

1,111

2,435

 

3,546

Total assets

191,412

29,184

220,596

   

Notes payable

--

12,720

12,720

Interest payable

--

106

106

Total liabilities

--

12,826

12,826

   

Net assets available for plan benefits

$

191,412

$

16,358

$

207,770

 

 

Year Ended December 31, 2005

(in thousands of dollars)

 

Allocated

 

Unallocated

 

Total

   

Additions/(reductions)

Additions/(reductions) to net assets attributed to:

Investment income (loss):

Net depreciation in fair value of investments

$

(26,337)

$

(1,623)

$

(27,960)

Interest

16 

119 

135 

Dividends

5,524 

187 

5,711 

Total investment loss

(20,797)

(1,317)

(22,114)

   

Company contributions

--

943 

943 

Allocation of 882,665 shares of Pfizer Inc common stock for Company matching contributions

21,756 

(21,756)

 

--

Total additions/(reductions)

959 

(22,130)

(21,171)

   

Deductions:

Deductions from net assets attributed to:

Benefits paid to participants

19,600 

--

19,600 

Loan to participants

26 

--

26 

Transfers to other investment funds

6,669 

--

6,669 

Interest on notes payable

--

491 

491 

Total deductions

26,295 

491 

26,786 

   

Net decrease

(25,336)

(22,621)

(47,957)

   

Net assets available for plan benefits:

Beginning of year

191,412 

16,358 

207,770 

End of year

$

166,076 

$

(6,263)

$

159,813 

   

   

 

Year Ended December 31, 2004

(in thousands of dollars)

 

Allocated

 

Unallocated 

 

Total

   

Additions/(reductions):

Additions/(reductions) to net assets attributed to:

Investment income (loss):

Net depreciation in fair value of investment

$

(59,778)

$

(11,215)

$

(70,993)

Interest

14 

22 

Dividends

4,782 

1,025 

5,807 

Total investment loss

(54,988)

(10,176)

(65,164)

   

Company contributions

732 

5,672 

6,404 

Allocation of 746,383 shares of Pfizer Inc common stock for Company matching contributions

23,643 

(23,643)

 

-- 

Total reductions

(30,613)

(28,147)

(58,760)

   

Deductions:

Deductions from net assets attributed to:

Benefits paid to participants

27,393 

-- 

27,393 

Loan to participants

21 

-- 

21 

Transfers to other investment funds

8,983 

-- 

8,983 

Interest on notes payable

-- 

913 

913 

Total deductions

36,397 

913 

37,310 

   

Net decrease

(67,010)

(29,060)

(96,070)

   

Net assets available for plan benefits:

Beginning of year

258,422 

45,418 

303,840 

End of year

$

191,412 

$

16,358 

$

207,770 

7.    Reconciliation of Financial Statements to Form 5500

Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date.

The following is a reconciliation of net assets available for plan benefits according to the financial statements to the Plan's Form 5500 filed for 2004 and expected to be filed for 2005.

 

 

December 31,

(in thousands of dollars)

 

2005 

 

2004 

   

Net assets available for plan benefits per the financial statements

$2,740,692

$2,854,903 

   

Amounts allocated to withdrawing participants

(584)

(214)

   

Net assets available for plan benefits per Form 5500

$2,740,108

$2,854,689 

   

The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500:

   

Years ended December 31,

(in thousands of dollars)

2005 

 

2004 

   

Benefits paid to participants per the financial statements

$326,637

$371,167 

Add: Amounts allocated to withdrawing participants at end of year

584

214 

   

Less: Amounts allocated to withdrawing participants at beginning of year   

(214)

(3,091)

Benefits paid to participants per Form 5500

$327,007

$368,290 

   

PHARMACIA SAVINGS PLAN
SCHEDULE H, Line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
(in thousands of dollars)

Identity of issue, borrower or similar party

 

Description of investment

 

Cost

 

Current Value

   

Corporate Stock - Preferred

*PFIZER INC

4,188,187 shares

$

168,834

$

251,484

   

Corporate Stock - Common

*PFIZER INC

13,524,232 shares

$

340,047

$

315,385

   

 

Common/Collective Trust

 

*COLLECTIVE SHORT-TERM INVESTMENT FUND

Money Market Fund

36,963

36,964

 

MFO BGI EQTY INDEX "T" FD

Com. Coll. fund: 12,644,754 units

353,211

480,247

 

MFO BGI EXTD MKT EQTY INDEX "K" FD

Com. Coll. fund: 3,825,692 units

96,603

133,975

 

MFO CAP GUARDIAN INTL NON-US EQTY

Com. Coll. Fund: 10,882,064 units

133,896

196,639

 

Total Common/Collective Trusts

$

620,673

$

847,825

 

   

 

Registered Investment Companies

 

MFD FIDELITY GROWTH COMPANY FUND

Mutual fund: 3,044,652 units

158,386

193,731

 

MFO AMER BALANCED FD INC CAP OPEN END FD

Mutual fund: 66,842 units

1,105

1,191

 

MFO BGI INTERMEDIATE GOVERNMENT CREDIT BOND FUND

Com. Coll. Fund: 13,667,613 units

211,875

232,213

 

MFO AMERN CENTY ULTRA INV FD

 Mutual fund: 78,022 units

2,239

2,347

 

MFO DODGE & COX STOCK FD OPEN END FD

Mutual fund: 1,317,586 units

141,254

180,799

 

MFO NEUBERGER & BERMAN GUARDIAN EQTY FD

Mutual fund:96,706 units

1,521

1,725

 

MFO TEMPLETON FDS INC FGN FD CL A

Mutual fund:53,609 units

594

680

 

Total Registered Investment Companies

$

516,974

$

612,686

 

   

 

 

 

 

 

Self-Directed Brokerage Account

 

 

$

20,172

 

   

 

 

 

Synthetic Investment Contracts

 

 

 

Monumental Life Ins. Co ABS Insurance Contract

Wrapper Contract

 

(788)

 

Contract No. MDA00349TR

Global Wrap

 

75,374

 

Total Contract Value

74,586

74,586

 

Interest rate: 5.19%

 

   

 

Rabobank Nederland (1 contract)

Wrapper Contract

(788)

 

Contract No. UP060101

Global Wrap

75,374

 

Total Contract Value

74,586

74,586

 

Interest rate: 5.19%

 

   

 

UBS AG (1 contract)

Wrapper Contract

(788)

 

Contract No. 3080

Global Wrap

75,374

 

Total Contract Value

74,586

74,586

 

Interest rate: 5.19%

 

   

 

AIG Financial Products Corp. Landesbank (1 contract)

Wrapper Contract

(788)

 

Contract No. 541686

Global Wrap

75,374

 

Total Contract Value

74,586

74,586

 

Interest rate: 5.20%

 

   

 

AEGON Global Wrap

Wrapper Contract

1,589

 

Contract No. CDA0003TR

Global Wrap

392,586

 

Total Contract Value

394,175

394,175

 

Blended Interest Rate: 5.06%

 

   

 

Total Synthetic Investment Contracts - Contract Value

$

692,519

$

692,519

 

   

 

 

*Participant Loans

3,786 Loans,

 

 

Interest rate: 4.75% - 10.51%

 

 

Maturity date range:
   May 2006 - Nov. 2015

$

29,948

$

29,948

 

   

 

 

 

Grand Total

$

2,368,995

$

2,770,019

 

   

 

 

 

* Party-in-Interest as defined by ERISA

 

 

 

See accompanying report of independent registered pubic accounting firm.

 PHARMACIA SAVINGS PLAN
SCHEDULE H, 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 2005
(in thousands of dollars)

(a)
Identity of
party involved

 

(b)
Description
of asset

 

(c)
Purchase
price

 

(d)
Selling
price

 

(g)
Cost
of asset

 

(h)
Current
value of
asset on
transaction
date

 

(i)
Net gain/
(loss)

   

Pfizer Inc*

Common stock; 53 purchases

$

49,176

$

--

$

49,176

$

49,176

$

--

   

Pfizer Inc*

Common stock;  119 sales

$

--

$

80,948

$

81,254

$

80,948

$

(306)

   

   

*Party-in-interest as defined by ERISA

See accompanying report of independent registered pubic accounting firm.

SIGNATURE

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

PHARMACIA SAVINGS PLAN

   

By:  /s/ Richard A. Passov               

   

   

   

Richard A. Passov
Chair, Savings Plan Committee

Date:  June 29, 2006

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBIC ACCOUNTING FIRM

 

To the Savings Plan Committee
Pharmacia Savings Plan:

We consent to incorporation by reference in the Registration Statement on Form S-8 dated April 16, 2003 (File No. 333-104582) of our report dated June 22, 2006, relating to the statements of net assets available for plan benefits of the Pharmacia Savings Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for plan benefits for the years then ended, and the related supplemental schedule H, line 4i - schedule of assets (held at end of year) as of December 31, 2005 and schedule H, line 4j -  schedule of reportable transactions for the year-ended December 31, 2005, which report appears in the December 31, 2005 annual report on Form 11-K of the Pharmacia Savings Plan.

/s/ KPMG LLP

Memphis, Tennessee
June 22, 2006