Pfizer, Inc. · NYSE:PFE
Pfizer — Merger or Acquisition (May 2013)
31 slides from Pfizer's merger presentation, May 23, 2013
Slide 1: Pfizer Inc. Zoetis Exchange Offer Road Show Overview Presentation
Filed2013 Pursuant Subject Commission Animal May by:Health Company: to Pfizer Rule File Industry Inc.Investor 425 No.: Pfizer under 333-188750 and Inc. the Zoetis Road Securities Show Overview Presentation Act of 1933, as amended
Slide 2: The Exchange Offer
THE Issuer: Up Offer 7% Target 0.9898 Maximum Pricing Expiration: Exchange J.P. Dealer *Minimum representing to based Morgan EXCHANGE to 400,985,000 Discount Managers: Zoetis shares Period: Exchange: on /Condition: Exchange Ticker: Expected Securities average Inc. of Pfizer’s Expected on ZTS & (“ZTS
Slide 3: Forward-Looking Statements and Non-GAAP Financial Information
FORWARD-LOOKING This presentation regulatory infectious including Annual considerable uncertainties. substantial NON-GAAP We believe should GAAP 3in the use presentation appendix. not financial these non-GAAP Report fluctuations diseases actions, be risks is reliance FINANCIAL non-GAAP The considere
Slide 4: Additional Information
ADDITIONAL Zoetis information AND MAKING whether The located documents .4www.zoetisexchange.com, prospectus, IN has atinvestors ITS 100 ANY filed filed about ENTIRETY FaINFORMATION documents Street, with INVESTMENT registration should Pfizer, theN.E., SEC, participate Zoetis, THE arelated website Wa
Slide 5: Key Zoetis Investment Highlights
KEY 87654321ZOETIS Track Global Established Highly Leader High-quality Experienced INVESTMENT record leader in diversified direct new direct management of products inproduct profitable sales anpresence by attractive HIGHLIGHTS and product, delivered development marketing, revenue team inand both spe
Slide 6: Animal Health Industry: Large, Growing, Attractive Financial Profile
ANIMALGROWING INDUSTRY LARGE, GLOBAL DIVERSE GROWTH 6DRIVERSHEALTH DIFFERENT HEALTH FROM – KEYHUMAN TAKEAWAYS PROFILE INDUSTRY ATTRACTIVE FINANCIAL DIMENSIONS SUPPORTED ACROSS MULTIPLE BY STRONG FUNDAMENTALS
Slide 7: Key Drivers of Animal Health Market Growth
ANIMAL KEY LIVESTOCK Global Economic Increased animal 7Productivity DRIVERS protein population demand HEALTH development, improvements COMPANION medicalization OFfor growth MARKET Increased particularly Unmet ANIMAL GROWTH ownership medical in emerging and needs markets
Slide 8: Favorable Animal Health Market Dynamics vs. Human Health
ANIMAL FAVORABLE Direct relationships Veterinarians Sustained lower productivity Multiple with 8regional distinct generics selling needs species R&D HEALTH Large of Pet Limited MARKET 3rd Brand owners producers party influence loyalty payors DYNAMICS pressure / VS. HUMAN HEALTH
Slide 9: Our Diverse Business Model
OUR REVENUE BY Top products: 2% 16% 18% 29% 25% 61% United Europe, Middle Canada America Asia (Fish *Other Based 3% GEOGRAPHY* three 12% 41% 35% Pacific and DIVERSE non-pharma States East and Africa on (CLAR) 20% Sheep) 9% 39% 17% 2012 REVENUE Latin (APAC) (EuAfME) (US) and 14% 26% BUSINESS Revenue
Slide 10: Core Strategies Will Drive Strong and Sustainable Growth
•CORE 10 Leverage Further Pursue Remain Continue Expand STRATEGIES new penetrate into the to ourpartner product provide complementary direct emerging of local development high-quality WILL choice presence markets DRIVE businesses for access products and and STRONG value-added strong to become and ne
Slide 11: Financial Overview
Financial Overview
Slide 12: Strong Revenue Base and Growth
STRONG ZOETIS ($MILLIONS) KAH (PERCENT) 79 $4,233 $2,760 $3,582 +18% +30% 2,681 2010A 5% 7% Fort th Government Alpharma Largest Reported 30% 23% -3% % 3% 12 Acquisition: ,Foreign Growth Divested 718 2009 3% -1% Dodge 18% 9% FDAH 2,864 2011A 329 -4% Animal 1% REVENUE BASE 0% Revenue 2% acquired ORGAN
Slide 13: Track Record of Adjusted Gross Margin and Expense Improvement
TRACK 64% 2,264 1,759 ADJUSTED % 52% 44% 40% 1,437 422 2009 Adjusted 13 measures. Gross Revenue 418 63% 49% 43% 38% 2010 2,652 659 1,768 RECORD Margin Gross 63% 692 2011 2,787 1,846 TOTAL GROSS 63% Margin 2012 1,845 OF 63% OPERATING MARGIN Q1 MARGIN and 2012 Adjusted Q1 (USD IMPROVEMENT 2013 EXPENSE
Slide 14: Track Record of Adjusted EBITDA Margin Improvement
TRACK ADJUSTED % 22% 15% 940 426 •2009 –COMMENTARY Adjusted 14 Adjusted Scale Gross Operating Revenue 1079 617 25% 17% 2010 resulting margin 259 RECORD EBITDA 25% EBITDA 2011 expense 314 EBITDA 29% improvement 2012 from isOF margin leverage calculated Q1 the (USD MARGIN 2012 recent improvement Milli
Slide 15: Adjusted First Quarter Income Statement Highlights
ADJUSTED First 2013* Foreign Revenues Exchange as Deductions1 Adjusted 1*Millions tax 2accounting 15Adjusted arate percent Quarter 2012* and Operational Tax Cost SG&A R&D Interest Other Net $1,090 ofcost adjustments, adjusted of dollars, INCOME Change Income1 Rate1 of revenues Expenses1 (Income) ofE
Slide 16: Segment Performance: US
US Revenues $209 $ion Mill $240 siLivestock $400 $500 Earnings1 $234 1Q12 $0 $100 $200 7% Defined on $200 $300 SEGMENT Growth s$454 $245 Mill 1Q13 $185 asCompanion $217 $425 income 8% Growth $PERFORMANCE $400 before Animal provision for taxes on income 16
Slide 17: Segment Performance: EuAfME
EuAfME $300 Revenues $400 Earnings1 5% 4% 13% 1Defined 2Operational Reported Operational2 Reported $275SEGMENT $300as$290 income growth Growth Growth Growth before isPERFORMANCE 16% defined provision Operational2 as growth for taxes Growth excluding on income the impact of foreign exchange 17
Slide 18: Segment Performance: CLAR
CLAR Revenues $171 $138 siLivestock $200 $250 $Earnings1 Mill $54 1Q12 $0 $50 1% 4% 1Defined 2Operational on $100 $150 Reported Operational2 $52 s$173 $139 1Q13 ion SEGMENT as Companion $150 income growth Decline $35 Growth PERFORMANCE before $32 is4% Animal defined Mill 9% Reported provision Operat
Slide 19: Segment Performance: APAC
APAC $174 $Revenues siLivestock $200 $250 Earnings1 Mill 1Q12 $0 $50 1% 2% 1Defined 2Operational on $100 $150 Reported Operational2 $126 $$175 1Q13 $100 SEGMENT as $127 Companion s $75 income ion growth Growth $150 $71 Growth PERFORMANCE before is6% $48 Animal defined 6% Reported $48 provision Opera
Slide 20: 2013 Guidance
2013Rate Revenues Tax Reported Adjusted Certain Full-year 1Non-GAAP excluding (including 20 GUIDANCE Significant on Cost SG&A R&D Interest Other Diluted 2013 $4.425B purchase changes Adjusted adjusted of guidance Expense1 (Income) Expense1 Sales Expense1 EPS1 EPS –to Items2 accounting $4.525B the Ne
Slide 21: Key Zoetis Q1 2013 Takeaways
KEY ZOETIS Q1 •2013 Assumes Annual First Quarterly 2013: TAKEAWAYS Guidance: quarter guidance aresults blend results are of reflects represent actual subject our exchange to confidence a some solid rates start variability infor inthe effect the diversity related year, during showing toofmany the our
Slide 22: Key Zoetis Investment Highlights
KEY 321ZOETISINVESTMENT Global leader Established Highly HIGHLIGHTS inproduct direct diversifiedanpresence attractive by inand product, bygrowing both emergingindustry markets andand developed markets 87654 Track Experienceddirect Leaderrecord in new High-quality of sales products and profitable man
Slide 23: Appendix
APPENDIX
Slide 24: Reconciliation of GAAP Reported to Non-GAAP Adjusted Information 2012
RECONCILIATION GAAP Certain 2012 in Revenues Cost Gross Selling, Research Amortization Restructuring Other Total Income/(loss) Interest Provision Income NetUSD income of Operating (Income) Profit Purchase Sales Expense before from millions general & for $4,336 attributable Development $2,773 as cont
Slide 25: Reconciliation of GAAP Reported to Non-GAAP Adjusted Information 2011
RECONCILIATION GAAP Certain 2011 in Revenues Cost Gross Selling, Research Amortization Restructuring Other Total Income/(loss) Interest Provision Income NetUSD income of Operating (Income) Profit Purchase Sales Expense before from millions general & for $4,233 attributable Development $2,581 as cont
Slide 26: Reconciliation of GAAP Reported to Non-GAAP Adjusted Information 2010
RECONCILIATION GAAP Certain 2010 in Revenues Cost Gross Selling, Research Amortization Restructuring Other Total Income/(loss) Interest Provision Income NetUSD income of Operating (Income) Profit Purchase Sales Expense before from millions general & for $3,582 attributable Development $2,138 as cont
Slide 27: Reconciliation of GAAP Reported to Non-GAAP Adjusted Information 2009
RECONCILIATION GAAP Certain 2009 in Revenues Cost Gross Selling, Research Amortization Restructuring Other Total Income/(loss) Interest Provision Income Net 27 USD income of Operating (Income) Profit Purchase Sales Expense before from millions general & for $2,760 attributable Development $1,682 as
Slide 28: Reconciliation 1Q 2013 GAAP Reported to Non-GAAP Adjusted Information
RECONCILIATION 1Q GAAP Certain in Revenues Cost Gross Selling, Research Amortization Restructuring Other Total Income/(loss) Interest Income Provision NetUSD 2013 income of Operating (Income) Profit Purchase Sales Expense before millions general &for $1,090 attributable Development $688 as taxes 402
Slide 29: Reconciliation 1Q 2012 GAAP Reported to Non-GAAP Adjusted Information
RECONCILIATION 1Q GAAP Certain in Revenues Cost Gross Selling, Research Amortization Restructuring Other Total Income/(loss) Interest Provision Income NetUSD 2012 income of Operating (Income) Profit Purchase Sales Expense before from millions general & for $1,047 attributable Development $654 as con
Slide 30: Reconciliation of Net Income to Adjusted EBITDA
RECONCILIATION 2009 in Interest Taxes Depreciation Amortization % Interest, Adjusted significant 30 USD of revenue –108 2012 26 millions taxes, Net EBITDA 183 items 37;86 Income 15.4% 17 36 1Q depreciation, 264 103 2009 19 and 31 2012 $426 is 372 20 817.2% 117 is OF calculated $189 22 2010 18 aand 7
Slide 31: Forward-Looking Statements
Forward-Looking Statements Statements in this communication relating to matters that are not historical facts are “forward-looking” statements, and reflect Zoetis’s and Pfizer’s current views with respect to, among other things, future events and performance. Forward-looking statements are generally