Bond Pfitzer 5.6% ( US717081DT70 ) in USD

Pfitzer

99.974 % ▼

United States

US717081DT70 ( in USD )

5.6% per year ( payment 2 times a year)

15/09/2040

Prospectus brochure of the bond Pfizer US717081DT70 en USD 5.6%, maturity 15/09/2040

1 000 USD

494 769 000 USD

717081DT7

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/09/2025 ( In 75 days )

Pfizer is a multinational pharmaceutical and biotechnology company headquartered in New York City that researches, develops, manufactures, and markets drugs and vaccines globally.

Pfizer Inc. issued a USD 494,769,000 bond (CUSIP: 717081DT7, ISIN: US717081DT70) maturing September 15, 2040, with a 5.6% coupon rate, paying semi-annually, currently trading at 99.91%, minimum purchase 1000, rated A by S&P and A2 by Moody's.

Final Prospectus
424B3 1 d79604d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-206758

PROSPECTUS

Pfizer Inc.
Offers to Exchange
All Outstanding Hospira, Inc. Notes of the Series Specified Below
and Solicitation of Consents to Amend the Related Indenture and Notes

Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, and including the
annexes hereto, this "prospectus") and the related amended and restated letter of transmittal and consent (as it may be supplemented and amended from time
to time, the "letter of transmittal and consent"), we are offering to exchange (the "exchange offers") any and all validly tendered and accepted notes of the
following series issued by Hospira, Inc. ("Hospira") for notes to be issued by us as described, and for the consideration summarized, in the table below.

Series of Notes Issued
by Hospira to be
Aggregate
Series of Notes to
Exchanged
Principal
be Issued by Us
Early
Total
(Collectively, the
Amount
(Collectively, the
Exchange
Participation
Consideration
CUSIP No.

"Hospira Notes")

($mm)
"Pfizer Notes")

Consideration(1)(2)
Premium(1)(2)
(1)(2)(3)

Pfizer Notes
Pfizer Notes
Pfizer Notes
(principal
(principal
(principal

amount) Cash
amount)

amount) Cash
441060AJ9
6.05% Notes due 2017 $
550 6.05% Notes due 2017 $
970 $
1 $
30 $
1,000 $
1
441060AM2
5.20% Notes due 2020 $
350 5.20% Notes due 2020 $
970 $
1 $
30 $
1,000 $
1
441060AN0
5.80% Notes due 2023 $
350 5.80% Notes due 2023 $
970 $
1 $
30 $
1,000 $
1
441060AL4
5.60% Notes due 2040 $
500 5.60% Notes due 2040 $
970 $
1 $
30 $
1,000 $
1

(1) Consideration per $1,000 principal amount of Hospira Notes validly tendered and accepted for exchange, subject to any rounding as described herein.
(2) The term "Pfizer Notes" in this column refers, in each case, to the series of Pfizer Notes corresponding to the series of Hospira Notes of like tenor and
coupon.
(3) Includes the Early Participation Premium payable for Hospira Notes validly tendered prior to the Early Consent Date described below and not validly
withdrawn.
In exchange for each $1,000 principal amount of Hospira Notes that is validly tendered prior to 5:00 p.m., New York City time, on
September 17, 2015, unless extended (the "Early Consent Date") and not validly withdrawn, holders will be eligible to receive the total exchange
consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of Pfizer Notes and a cash amount of
$1. The Total Consideration includes the early participation premium set out in the table above (the "Early Participation Premium"), which consists
of $30 principal amount of Pfizer Notes of the applicable series. In exchange for each $1,000 principal amount of Hospira Notes that is validly
tendered after the Early Consent Date but prior to the Expiration Date (as defined below) and not validly withdrawn, holders will be eligible to
receive only the exchange consideration set out in the table above (the "Exchange Consideration"), which is equal to the Total Consideration less the
Early Participation Premium and so consists of $970 principal amount of Pfizer Notes and a cash amount of $1. Each Pfizer Note issued in exchange
for a Hospira Note will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Hospira
Note, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the Hospira Notes in
connection with the exchange offer. However, the first interest payment for each series of Pfizer Notes issued in the exchange will have accrued from
the most recent interest payment date for such tendered Hospira Note.
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Final Prospectus
The exchange offers will expire immediately following 11:59 p.m., New York City time, on October 1, 2015, unless extended (the "Expiration
Date"). You may withdraw tendered Hospira Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was
$1,750,000,000 aggregate principal amount of Hospira Notes outstanding.
Table of Contents
Concurrently with the exchange offers, we are also soliciting consents (the "consent solicitations") from each holder of the Hospira Notes, upon the terms
and conditions set forth in this prospectus and the related letter of transmittal and consent, to certain proposed amendments (the "proposed amendments") to
the Indenture, dated as of June 14, 2004 (the "Hospira Base Indenture"), between Hospira and LaSalle Bank National Association, as trustee, as supplemented
by the Second Supplemental Indenture, dated as of April 30, 2009 (the "Hospira Second Supplemental Indenture," together with the Hospira Base Indenture,
the "Hospira Indenture"), between Hospira, Union Bank, N.A., as successor trustee (the "Hospira Trustee"), and Bank of America, N.A., as successor by
merger to LaSalle Bank National Association, as resigning trustee and the Hospira Notes.
By tendering your Hospira Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Hospira
Indenture with respect to that specific series, as further described under "The Proposed Amendments." You may not consent to the proposed amendments to
the Hospira Indenture and the Hospira Notes without tendering your Hospira Notes in the appropriate exchange offer and you may not tender your Hospira
Notes for exchange without consenting to the applicable proposed amendments. You may revoke your consent at any time prior to the Expiration Date by
withdrawing the Hospira Notes you have tendered.
The consummation of the exchange offers is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions
discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and Consent Solicitations," including, among
other things, the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal
amount of each series of Hospira Notes (the "Requisite Consents"). We may, at our option and in our sole discretion, waive any such conditions
except the condition that the registration statement of which this prospectus forms part has been declared effective by the U.S. Securities and
Exchange Commission (the "SEC" or the "Commission"). All conditions to the exchange offers must be satisfied or, where permitted, waived, at or
by the Expiration Date. The proposed amendments may become effective with respect to any series of Hospira Notes for which the Requisite
Consents are received and the Requisite Consent condition has been waived, if necessary.
We plan to issue the Pfizer Notes promptly on or about the second business day following the Expiration Date (the "Settlement Date"), assuming that the
conditions to the exchange offers are satisfied or, where permitted, waived. The Hospira Notes are not, and the Pfizer Notes will not be, listed on any securities
exchange.

An investment in the Pfizer Notes involves risks. Prior to participating in any of the exchange offers and consenting to the proposed
amendments, please see the sections entitled "Risk Factors" beginning on page 17 of this prospectus and beginning on page 17 of our Annual Report
on Form 10-K for the year ended December 31, 2014 incorporated by reference herein for a discussion of the risks that you should consider in
connection with your investment in the Pfizer Notes.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

None of Pfizer, Hospira, Citigroup Global Markets Inc. or Goldman, Sachs & Co., the dealer managers for the exchange offers and solicitation agents for
the consent solicitations (the "dealer managers"), Global Bondholder Services Corporation, the exchange agent and information agent for the exchange offers
and consent solicitations (the "exchange agent" or the "information agent"), or the trustees under the Hospira Indenture or the Pfizer Indenture, or any other
person makes any recommendation as to whether holders of Hospira Notes should exchange their Hospira Notes in the exchange offers or deliver consents to
the proposed amendments to the Hospira Indenture and the Hospira Notes.

The dealer managers for the exchange offers and solicitation agents for consent solicitations are:

Citigroup

Goldman, Sachs & Co.

The date of this prospectus is September 25, 2015
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Final Prospectus
Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
ii
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
ii
SUMMARY
1
RISK FACTORS
17
RATIO OF EARNINGS TO FIXED CHARGES
20
USE OF PROCEEDS
21
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
22
DESCRIPTION OF DIFFERENCES BETWEEN THE HOSPIRA NOTES AND THE PFIZER NOTES
33
THE PROPOSED AMENDMENTS
45
DESCRIPTION OF NEW PFIZER NOTES
47
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
55
LEGAL MATTERS
62
EXPERTS
62
WHERE YOU CAN FIND MORE INFORMATION
62

i
Table of Contents
ABOUT THIS PROSPECTUS
References in this prospectus to "Pfizer," the "Company," "we," "us," and "our" refer to Pfizer Inc. and its consolidated subsidiaries, unless
otherwise stated or the context so requires.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus. We and the dealer managers take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is
unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs
since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of
such information. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission ("SEC" or the
"Commission"). Prior to making any decision with respect to the exchange offers and consent solicitations, you should read this prospectus and any
prospectus supplement, together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the
additional information described under the heading "Where You Can Find More Information."
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus and
any prospectus supplement, may include forward-looking statements made within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward looking
statements involve substantial risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as "will,"
"may," "could," "likely," "ongoing," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast," "goal,"
"objective," "aim," and other words and terms of similar meaning, or by using future dates in connection with any discussion of, among other
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Final Prospectus
things, our anticipated future operating or financial performance, business plans and prospects, in-line products and product candidates, strategic
reviews, capital allocation, business development plans and plans related to share repurchases and dividends. In particular, these include statements
relating to future actions, business plans and prospects, our recent acquisition of Hospira, prospective products or product approvals, future
performance or results of current and anticipated products, sales efforts, expenses, interest rates, foreign exchange rates, the outcome of
contingencies, such as legal proceedings, plans relating to share repurchases and dividends, government regulation and financial results.
A list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended
December 31, 2014 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2015 and June 28, 2015, in each case,
including in the sections thereof captioned "Forward-Looking Information and Factors That May Affect Future Results" and "Item 1A. Risk
Factors," in our Current Reports on Form 8-K, and in this prospectus, including in the section captioned "Risk Factors." You should understand
that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential
risks or uncertainties.
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and
assumptions. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or
unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past
results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are
cautioned not to put undue reliance on forward-looking statements.

ii
Table of Contents
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we
make on related subjects in our Form 10-K, Form 10-Q and Form 8-K reports and our other filings with the SEC.

iii
Table of Contents
SUMMARY
This summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To
understand the exchange offers and consent solicitations fully, you should carefully read this prospectus and any prospectus supplement,
together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the additional information
described under the heading "Where You Can Find More Information." We have included references to other portions of this prospectus to
direct you to a more complete description of the topics presented in this summary. You should also read "Risk Factors" in this prospectus as
well as "Item 1A. Risk Factors" incorporated by reference into this prospectus from our most recent Annual Report on Form 10-K for more
information about important risks that you should consider before making an investment decision in any of the exchange offers and consent
solicitations.
The Company
Pfizer Inc. is a research-based, global biopharmaceutical company. We apply science and our global resources to bring therapies to
people that extend and significantly improve their lives through the discovery, development and manufacture of healthcare products. Our
global portfolio includes medicines and vaccines, as well as many of the world's best-known consumer healthcare products. We work across
developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time.
We collaborate with healthcare providers, governments and local communities to support and expand access to reliable, affordable healthcare
around the world. Our revenues are derived from the sale of our products, and, to a much lesser extent, from alliance agreements, under which
we co-promote products discovered by other companies (Alliance revenues). The majority of our revenues come from the manufacture and
sale of biopharmaceutical products.
Pfizer Inc. was incorporated under the laws of the State of Delaware on June 2, 1942.
Our principal executive offices are located at 235 East 42nd Street, New York, NY 10017-5755 and our telephone number is (212) 733-
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Final Prospectus
2323.
Recent Developments
In September 2015, Pfizer completed its previously announced acquisition of Hospira, the world's leading provider of injectable drugs
and infusion technologies and a global leader in biosimilars, for $90 a share in cash, for a total enterprise value of approximately $17 billion.
At the beginning of our fiscal year 2014, we began managing our commercial operations through a global commercial structure
consisting of two distinct businesses: an Innovative Products business and an Established Products business. The Innovative Products business
is composed of two operating segments: the Global Innovative Pharmaceutical segment (GIP) and the Global Vaccines, Oncology and
Consumer Healthcare segment (VOC). The Established Products business consists of the Global Established Pharmaceutical segment (GEP).
As we have previously indicated, we are continuing to consider whether a further separation of our Innovative Products and Established
Products businesses would be in the best interests of our stockholders. As stated on our second quarter earnings call on July 28, 2015, we
intend to make a decision on any such separation by no later than the fourth quarter of 2016.

1
Table of Contents
Questions and Answers about the Exchange Offers and Consent Solicitations

Q:
Why is Pfizer making the exchange offers and consent solicitations?

A:
Pfizer is conducting the exchange offers to simplify its capital structure and to give existing holders of Hospira Notes the option to
obtain securities issued by Pfizer Inc. which will be pari passu with Pfizer's other unsecured and unsubordinated debt securities.
Pfizer is conducting the consent solicitations to eliminate substantially all of the restrictive covenants in the Hospira Indenture,
extend the cure period for certain events of default, change the delivery date of the annual compliance certificate and modify the

change of control provisions so they will no longer apply. Although the proposed amendments would delete the company reporting
covenant, it is expected that Hospira will cease reporting pursuant to Section 13 or 15(d) of the Exchange Act in any case and,
accordingly, that stand-alone information regarding Hospira will no longer be publicly available. Completion of the exchange
offers and consent solicitations is expected to ease administration of the Company's consolidated indebtedness.

Q:
What will I receive if I tender my Hospira Notes in the exchange offers and consent solicitations?

A:
Upon the terms and subject to the conditions of the exchange offers described in this prospectus and the letter of transmittal and
consent, for each Hospira Note that is validly tendered prior to 11:59 p.m., New York City time, on October 1, 2015 (the
"Expiration Date"), and not validly withdrawn, you will be eligible to receive a Pfizer Note of the applicable series (as designated
in the table below), which will accrue interest at the same annual interest rate, have the same interest payment dates, same optional
redemption prices and same maturity date as the Hospira Note for which it was exchanged. Specifically, (i) in exchange for each

$1,000 principal amount of Hospira Notes that is validly tendered prior to 5:00 p.m., New York City time, on September 17, 2015,
unless extended (the "Early Consent Date"), and not validly withdrawn, holders will be eligible to receive the Total Consideration,
which consists of $1,000 principal amount of Pfizer Notes and a cash amount of $1, and includes the Early Participation Premium,
which consists of $30 principal amount of Pfizer Notes, and (ii) in exchange for each $1,000 principal amount of Hospira Notes
that is validly tendered after the Early Consent Date but prior to the Expiration Date, and not validly withdrawn, holders will
receive only the Exchange Consideration, which consists of $970 principal amount of Pfizer Notes and a cash amount of $1.
The Pfizer Notes will be issued under and governed by the terms of the Pfizer Base Indenture (as defined below) described under
"The Exchange Offers and Consent Solicitations." The Pfizer Notes will be issued only in denominations of $1,000 and integral
multiples thereof. See "Description of New Pfizer Notes--Principal, Maturity and Interest." If Pfizer would be required to issue a
Pfizer Note in a denomination other than $1,000 or a whole multiple of $1,000, Pfizer will, in lieu of such issuance:

·
issue a Pfizer Note in a principal amount that has been rounded down to the nearest lesser whole multiple of $1,000; and

·
pay a cash amount equal to:

·
the difference between (i) the principal amount of the Pfizer Notes to which the tendering holder would otherwise be

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Final Prospectus
entitled and (ii) the principal amount of the Pfizer Note actually issued in accordance with this paragraph; plus

·
accrued and unpaid interest on the principal amount representing such difference to the Settlement Date.
Except as otherwise set forth above: (i) instead of receiving a payment for accrued interest on Hospira Notes that you exchange, the
Pfizer Notes you receive in exchange for those Hospira Notes will accrue

2
Table of Contents
interest from (and including) the most recent interest payment date on those Hospira Notes and (ii) no accrued but unpaid interest
will be paid with respect to Hospira Notes tendered for exchange.
By tendering your Hospira Notes for exchange, you will be deemed to have validly delivered your consent to the proposed
amendments to the Hospira Indenture with respect to that specific series, as further described under "The Proposed Amendments."
You may not consent to the proposed amendments to the Hospira Indenture without tendering your Hospira Notes in the
appropriate exchange offer and you may not tender your Hospira Notes for exchange without consenting to the applicable
proposed amendments. The proposed amendments may become effective with respect to any series of Hospira Notes for which the
Requisite Consents are received and the Requisite Consent condition has been waived, if necessary. You may revoke your consent
at any time prior to the Expiration Date by withdrawing the Hospira Notes you have tendered.

Series of Notes Issued by Hospira to be
Exchanged (Collectively, the
Series of Notes to be Issued by Pfizer
"Hospira Notes")

(Collectively, the "Pfizer Notes")
6.05% Notes due 2017

6.05% Notes due 2017
5.20% Notes due 2020

5.20% Notes due 2020
5.80% Notes due 2023

5.80% Notes due 2023
5.60% Notes due 2040

5.60% Notes due 2040

Q:
What are the proposed amendments?

A:
The proposed amendments will eliminate substantially all of the restrictive covenants in the Hospira Indenture, extend the cure

period for certain events of default, change the delivery date of the annual compliance certificate and modify the change of control
provisions in the Hospira Notes so they will no longer apply.
With respect to each series of Hospira Notes, if the Requisite Consents have been received prior to the Expiration Date, assuming
all other conditions of the exchange offers and consent solicitations are satisfied or, where permitted, waived, as applicable, all of
the sections or provisions listed below under the Hospira Indenture for that series of Hospira Notes will be deleted:

·
Section 7.4 of the Hospira Base Indenture--Reports by Company

·
Section 8.1 of the Hospira Base Indenture--Company May Consolidate, Etc., Only On Certain Terms

·
Section 10.5 of the Hospira Base Indenture--Existence

·
Section 10.6 of the Hospira Base Indenture--Maintenance of Properties

·
Section 10.7 of the Hospira Base Indenture--Payment of Taxes and other Claims

·
Section 10.8 of the Hospira Base Indenture--Restrictions on Secured Debt

·
Section 10.9 of the Hospira Base Indenture--Limitations on Sales and Leasebacks
Extending Cure Period for Certain Events of Default. The proposed amendments would amend (i) Section 5.1(1) of the Hospira
Base Indenture--Events of Default to extend the cure period for a default in the payment of interest from 30 days to 60 days and
(ii) amend Section 5.1(5) of the Hospira Base Indenture--Events of Default to extend the cure period for a default judgment by a
court against Hospira for bankruptcy, insolvency or reorganization from 60 days to 90 days.
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Final Prospectus
Conforming Delivery Date of Annual Compliance Certificate. The proposed amendments would amend Section 10.4 of the Hospira
Base Indenture--Statement by Officers As to Default to conform the delivery date of the annual compliance certificate to that of
the Pfizer Base Indenture.

3
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Modify Change of Control Provisions. The proposed amendments would modify the effect of the change of control provisions in
the Hospira note certificates so they will no longer apply to the Hospira Notes.
Company Reporting Covenant. Although the proposed amendments would delete Section 7.4 of the Hospira Base Indenture--
Reports by Company, it is expected that Hospira will cease reporting pursuant to Section 13 or 15(d) of the Exchange Act
regardless of whether the reporting covenant is deleted and, accordingly, that it will cease to file periodic reports or information
with the SEC, the Hospira Trustee or any holders of the Hospira Notes in any case.
Conforming Changes, etc. The proposed amendments would amend the Hospira Indenture to make certain conforming or other
changes to the Hospira Indenture, including modification or deletion of certain definitions and cross-references.
The elimination or modification of the restrictive covenants contemplated by the proposed amendments would, among other things,
permit Hospira and its subsidiaries to take actions that could be adverse to the interests of the holders of the outstanding Hospira
Notes. See "Description of Differences Between the Pfizer Notes and the Hospira Notes," "The Exchange Offers and Consent
Solicitations," "The Proposed Amendments" and "Description of New Pfizer Notes."

Q:
What are the consequences of not participating in the exchange offers and consent solicitations prior to the Early Consent Date?

A:
Upon the terms and subject to the conditions of the exchange offers, holders that fail to tender their Hospira Notes (and thereby
failed to deliver valid and unrevoked consents) prior to the Early Consent Date but who do so prior to the Expiration Date and do

not validly withdraw their Hospira Notes before the Expiration Date will be eligible to receive the Exchange Consideration, which
consists of $970 principal amount of Pfizer Notes and a cash amount of $1, but not the Early Participation Premium, which would
consist of an additional $30 principal amount of Pfizer Notes.

Q:
What are the consequences of not participating in the exchange offers and consent solicitations at all?

A:
If you do not exchange your Hospira Notes for Pfizer Notes in the exchange offers, you will not receive the benefit of having
Pfizer Inc. as the obligor of your notes. In addition, if the proposed amendments to the Hospira Indenture have been adopted with
respect to your Hospira Notes (because the Requisite Consents have been received prior to the Expiration Date and the Requisite
Consent condition has been met or waived, as applicable), the proposed amendments will apply to the Hospira Notes of such series

that are not acquired in the exchange offers, even though the holders of those Hospira Notes did not consent to the proposed
amendments. Thereafter, all such Hospira Notes will be governed by the Hospira Indenture as amended by the proposed
amendments, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to
those terms and protections currently in the Hospira Indenture and note certificates or applicable to the Pfizer Notes.
The trading market for any remaining Hospira Notes may also be more limited than it is at present, and the smaller outstanding
principal amount may make the trading price of the Hospira Notes that are not tendered and accepted more volatile. Consequently,
the liquidity, market value and price of Hospira Notes that remain outstanding may be materially and adversely affected. Therefore,
if your Hospira
Notes are not tendered and accepted in the applicable exchange offer, it may become more difficult for you to sell or transfer your
unexchanged Hospira Notes. In addition, although the proposed amendments would delete the reporting covenant, it is expected
that Hospira will cease reporting pursuant to Section 13 or 15(d) of the Exchange Act regardless of whether the reporting covenant
is deleted and, accordingly, that it will cease to file periodic reports or information with the SEC, the Hospira Trustee or any
holders of the Hospira Notes in any case.

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See "Risk Factors--Risks Related to the Exchange Offers and the Consent Solicitations--The proposed amendments to the
Hospira Indenture will afford reduced protection to remaining holders of Hospira Notes."

Q:
How do the Hospira Notes differ from the Pfizer Notes to be issued in the exchange offers?

A:
The Hospira Notes are the obligations solely of Hospira and are governed by the Hospira Indenture and applicable note certificate.
The Pfizer Notes will be the obligations solely of Pfizer and will be governed by the Pfizer Indenture. The Hospira Indenture and
applicable note certificate differ in certain respects from the Pfizer Indenture, such as the current provisions of the Hospira

Indenture and note certificate that (1) require the repurchase of Hospira Notes upon certain changes of control and (2) limit the
ability of Hospira and its subsidiaries to incur secured indebtedness or engage in sale and leaseback transactions, which are not
included in the Pfizer Indenture. See "Description of Differences Between the Pfizer Notes and the Hospira Notes."
However, each Pfizer Note issued in exchange for a Hospira Note will have an interest rate and maturity date that are identical to
the interest rate and maturity date of such tendered Hospira Note, as well as identical interest payment dates and optional
redemption prices and will accrue interest from and including the most recent interest payment date of such tendered Hospira Note.

Q:
What will be the ranking of the Pfizer Notes?

A:
The Pfizer Notes will be unsecured general obligations of Pfizer and will rank equally with all other unsecured and unsubordinated

indebtedness of Pfizer from time to time outstanding. At June 28, 2015, Pfizer Inc. had approximately $35.1 billion in indebtedness
that would have been pari passu with the Pfizer Notes and no secured indebtedness.
The Pfizer Notes offered will also be structurally subordinated to all existing and future liabilities of any of our subsidiaries and
any subsidiaries that we may in the future acquire or establish. As of June 28, 2015, we and our subsidiaries (excluding Hospira)
had aggregate borrowings under lines of credit and outstanding debt securities of approximately $35.1 billion and, as of June 30,
2015, Hospira had approximately $1.75 billion in long-term debt (including the Hospira Notes). See "Risk Factors--Risks Related
to the Pfizer Notes--Holders of the Pfizer Notes will be structurally subordinated to our subsidiaries' third-party indebtedness and
obligations" and "Description of New Pfizer Notes--Ranking."

Q:
Will the Pfizer Notes be eligible for listing on an exchange?

A:
The Pfizer Notes will not be listed on any securities exchange. There can be no assurance as to the development or liquidity of any

market for the Pfizer Notes. See "Risk Factors--Risks Related to the Pfizer Notes--Active trading markets may not develop for
the Pfizer Notes."

Q:
What consents are required to effect the proposed amendments to the Hospira Indenture and consummate the exchange offers?

A:
In order for the proposed amendments to the Hospira Indenture to be adopted with respect to a series of Hospira Notes, holders of
not less than a majority in aggregate principal amount of the outstanding Hospira Notes of the series affected by the proposed

amendments must consent to them, and those consents must be received prior to the Expiration Date for the exchange offer as it
relates to such series.

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Q:
May I tender my Hospira Notes in the exchange offers without delivering a consent in the consent solicitations?

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Final Prospectus
A:
No. By tendering your Hospira Notes for exchange, you will be deemed to have validly delivered your consent to the proposed
amendments to the Hospira Indenture with respect to that specific series, as further described under "The Proposed Amendments."

You may not consent to the proposed amendments to the Hospira Indenture and the Hospira Notes without tendering your Hospira
Notes in the appropriate exchange offer and you may not tender your Hospira Notes for exchange without consenting to the
applicable proposed amendments.

Q:
May I tender only a portion of the Hospira Notes that I hold?

A:
Yes. You may tender only a portion of the Hospira Notes that you hold provided that tenders of Hospira Notes (and corresponding

consents thereto) will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Q:
What are the conditions to the exchange offers and consent solicitations?

A:
The consummation of the exchange offers and consent solicitations is subject to, and conditional upon, the satisfaction or, where
permitted, waiver of the conditions discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange
Offers and Consent Solicitations," including, among other things, the receipt of the Requisite Consents. We may, at our option and

in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms
part has been declared effective by the Commission. All conditions to the exchange offers must be satisfied or, where permitted,
waived, at or by the Expiration Date. The proposed amendments may become effective with respect to any series of Hospira Notes
for which the Requisite Consents are received and the Requisite Consent condition has been waived, if necessary.

Q:
Will Pfizer accept all tenders of Hospira Notes?

A:
Subject to the satisfaction or, where permitted, waiver of the conditions to the exchange offers, we will accept for exchange any
and all Hospira Notes that (i) have been validly tendered in the exchange offers before the Expiration Date and (ii) have not been

validly withdrawn before the Expiration Date (provided that tender of Hospira Notes (and corresponding consents thereto) will be
accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof).

Q:
What will Pfizer do with the Hospira Notes accepted for exchange in the exchange offers?

A:
The Hospira Notes surrendered in connection with the exchange offers and accepted for exchange will be retired and cancelled.

Q:
When will Pfizer issue the Pfizer Notes and pay the cash consideration?

A:
Assuming the conditions to the exchange offers are satisfied or, where permitted, waived, Pfizer will issue the Pfizer Notes in

book-entry form and pay the cash consideration promptly on or about the second business day following the Expiration Date.

Q:
Will I be paid the accrued and unpaid interest on my Hospira Notes accepted for exchange on the Settlement Date?

A:
No, such interest will not be paid in cash on the Settlement Date but rather the Pfizer Notes received in exchange for the tendered

Hospira Notes will accrue interest from (and including) the most recent date

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to which interest has been paid on those Hospira Notes; provided, that interest will only accrue with respect to the aggregate

principal amount of Pfizer Notes you receive, which will be less than the principal amount of Hospira Notes you tendered for
exchange if you tender your Hospira Notes after the Early Consent Date.

Q:
When will the proposed amendments to the Hospira Indenture become operative?

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Final Prospectus
A:
If we receive the Requisite Consents with respect to all series of Hospira Notes before the Expiration Date, the supplemental
indenture for the proposed amendments will be duly executed and delivered by Hospira and the Hospira Trustee and such

supplemental indenture shall become effective upon its execution and delivery. However, the proposed amendments to the Hospira
Indenture with respect to each series will not become operative until after the issuance of the Pfizer Notes and the payment of the
cash consideration payable pursuant to the exchanges offers on the Settlement Date.

Q:
When will the exchange offers expire?

A:
Each exchange offer will expire immediately following 11:59 p.m., New York City time, on October 1, 2015, unless we, in our sole

discretion, extend the exchange offer, in which case the Expiration Date will be the latest date and time to which such exchange
offer is extended. See "The Exchange Offers and Consent Solicitations--Expiration Date; Extensions; Amendments."

Q:
Can I withdraw my Hospira Notes after I tender them? Can I revoke the consent related to my Hospira Notes after I deliver it?

A:
Tenders of Hospira Notes may be validly withdrawn (and the related consents to the proposed amendments may be revoked) at any

time prior to the Expiration Date.
Following the Expiration Date, tenders of Hospira Notes may not be validly withdrawn unless Pfizer is otherwise required by law
to permit withdrawal. In the event of termination of an exchange offer, the Hospira Notes tendered pursuant to such exchange offer
will be promptly returned to the tendering holders. See "The Exchange Offers and Consent Solicitations--Procedures for
Consenting and Tendering--Withdrawal of Tenders and Revocation of Corresponding Consents."

Q:
How do I exchange my Hospira Notes if I am a beneficial owner of Hospira Notes held in certificated form by a custodian bank,
depositary, broker, trust company or other nominee? Will the record holder exchange my Hospira Notes for me?

A:
Currently, all of the Hospira Notes are held in book-entry form and can only be tendered through the applicable procedures of The
Depository Trust Company ("DTC"). If your Hospira Notes are held by a broker, dealer, commercial bank, trust company or other
nominee, such nominee may take no action with regard to the exchange offers and consent solicitations unless you provide such
nominee with instructions to tender your Hospira Notes on your behalf. See "The Exchange Offers and Consent Solicitations--

Procedures for Consenting and Tendering--Hospira Notes Held Through a Nominee." However, if any Hospira Notes are
subsequently issued in certificated form and are held of record by a broker, dealer, commercial bank, trust company or other
nominee and you wish to tender the securities in the exchange offers, you should contact that institution promptly and instruct the
institution to tender on your behalf.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its
own earlier deadlines for participation in the exchange offers and consent solicitations. Accordingly, beneficial owners wishing to
participate in the exchange offers and consent

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solicitations should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to
determine the times by which such owner must take action in order to participate in the exchange offers and consent solicitations.

Q:
Will I have to pay any fees or commissions if I tender my Hospira Notes for exchange in the exchange offers?

A:
You will not be required to pay any fees or commissions to the Company, the dealer managers, the exchange agent or the
information agent in connection with the exchange offers. If your Hospira Notes are held through a broker, dealer, commercial

bank, trust company or other nominee that tenders your Hospira Notes on your behalf, your broker or other nominee may charge
you a commission for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to
determine whether any charges will apply.

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