What is the main purpose of this 8-K/A filing?

This filing serves as an amendment to a previous 8-K report. Its primary purpose is to provide investors with unaudited pro forma condensed combined financial statements, illustrating the financial impact of Pfizer's merger with Pharmacia Corporation as if the merger had occurred on specific past dates (January 1, 2002, for the income statement and December 31, 2002, for the balance sheet).

How were Pharmacia shareholders compensated in the merger?

Pharmacia Corporation's common stock shareholders received 1.4 shares of Pfizer Inc. common stock for each share of Pharmacia common stock they held. Pharmacia preferred stock was converted into Pfizer preferred stock with similar rights.

What is the estimated purchase price of the Pharmacia acquisition?

The estimated total purchase price for Pharmacia Corporation was approximately $55.767 billion, as detailed in the filing. This includes the value of Pfizer common stock, preferred stock, stock options, share awards, and transaction costs.

How is the acquisition accounted for, and what are the key accounting implications?

The acquisition is accounted for using the purchase method, with Pfizer as the acquirer. This means Pharmacia's assets and liabilities were recorded at their fair values at the time of the merger. The excess of the purchase price over the fair value of net assets acquired resulted in the recognition of significant goodwill. Additionally, identifiable intangible assets (like product rights, brands, and technology) were recorded. The in-process research and development of Pharmacia, valued at $5.277 billion, was immediately expensed in accordance with accounting rules.

PFE 8-K SEC Disclosure — Jun 30, 2003

Summary

This filing is an amendment (8-K/A) to Pfizer Inc.'s prior Current Report, filed on June 30, 2003, providing pro forma financial information for the year ended December 31, 2002, following its merger with Pharmacia Corporation. The merger, completed on April 16, 2003, involved Pharmacia becoming a wholly-owned subsidiary of Pfizer, with Pharmacia common stock shareholders receiving 1.4 shares of Pfizer common stock for each Pharmacia share. This amendment specifically includes unaudited pro forma condensed combined statements of income and balance sheets, reflecting the financial impact of the merger as if it had occurred on January 1, 2002, and December 31, 2002, respectively. The pro forma data is presented for informational purposes and is based on the purchase method of accounting, with Pfizer as the acquirer, and includes significant goodwill and intangible assets arising from the transaction.

Key Highlights

1Pfizer Inc. completed its merger with Pharmacia Corporation on April 16, 2003, with Pharmacia becoming a wholly-owned subsidiary.
2Pharmacia common stock holders received 1.4 shares of Pfizer common stock for each share they owned.
3This 8-K/A filing provides unaudited pro forma condensed combined financial statements (Statement of Income and Balance Sheet) for the year ended December 31, 2002, to illustrate the merger's impact.
4The merger was accounted for using the purchase method, with Pfizer as the acquirer, and an estimated purchase price of approximately $56 billion.
5Significant goodwill and identifiable intangible assets (including product rights, brands, and core technology) were recorded as a result of the acquisition.
6The pro forma combined Statement of Income for 2002 shows combined revenues of $44.998 billion and net income from continuing operations of $9.601 billion.
7The pro forma combined Balance Sheet as of December 31, 2002, shows total assets of $125.096 billion and total liabilities and shareholders' equity of $125.096 billion.

PFIZER INC 8-K/A Report (Jun 30, 2003)

Summary

Key Highlights

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