Bond Pfitzer 2.55% ( US717081EZ22 ) in USD

Issuer Pfitzer
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US717081EZ22 ( in USD )
Interest rate 2.55% per year ( payment 2 times a year)
Maturity 28/05/2040



Prospectus brochure of the bond Pfizer US717081EZ22 en USD 2.55%, maturity 28/05/2040


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 717081EZ2
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Next Coupon 28/11/2025 ( In 149 days )
Detailed description Pfizer is a multinational pharmaceutical and biotechnology company headquartered in New York City that researches, develops, manufactures, and markets drugs and vaccines globally.

The Bond issued by Pfitzer ( United States ) , in USD, with the ISIN code US717081EZ22, pays a coupon of 2.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/05/2040

The Bond issued by Pfitzer ( United States ) , in USD, with the ISIN code US717081EZ22, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Pfitzer ( United States ) , in USD, with the ISIN code US717081EZ22, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B5
424B5 1 d926491d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223221

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount To Be
Offering Price
Aggregate Offering
Amount of
To Be Registered

Registered

Per Unit

Price

Registration Fee(1)
0.800% Notes due 2025

$750,000,000

99.376%

$745,320,000

$96,742.54
1.700% Notes due 2030

$1,000,000,000

99.689%

$996,890,000

$129,396.33
2.550% Notes due 2040

$1,000,000,000

99.379%

$993,790,000

$128,993.95
2.700% Notes due 2050

$1,250,000,000

99.185%

$1,239,812,500

$160,927.67


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $516,060.49.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 26, 2018)

Pfizer Inc.
$750,000,000 0.800% NOTES DUE 2025
$1,000,000,000 1.700% NOTES DUE 2030
$1,000,000,000 2.550% NOTES DUE 2040
$1,250,000,000 2.700% NOTES DUE 2050


The 2025 notes (the "2025 notes") will mature on May 28, 2025, the 2030 notes (the "2030 notes") will mature on May 28, 2030, the 2040 notes (the
"2040 notes") will mature on May 28, 2040 and the 2050 notes (the "2050 notes") will mature on May 28, 2050. We refer to the 2025 notes, the 2030
notes, the 2040 notes and the 2050 notes collectively as the "notes." The notes will be our unsecured and unsubordinated debt obligations and will not have
the benefit of any sinking fund. The notes will rank equally with all other unsubordinated indebtedness of Pfizer from time to time outstanding. Interest on
the notes will be payable semi-annually in arrears on May 28 and November 28 of each year, beginning on November 28, 2020. The notes of each series
are redeemable in whole or in part at our option at the redemption prices set forth in this prospectus supplement.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement and
beginning on page 21 of our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the risk
factors relating to our business contained in documents we file with the U.S. Securities and Exchange Commission (the
"SEC") which are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Underwriting
Offering Proceeds to Pfizer,


Public Offering Price

Discount


Before Expenses

Per 2025 Note


99.376%

0.350%

99.026%
2025 Notes Total

$
745,320,000(1)
$ 2,625,000(1)
$
742,695,000(1)
Per 2030 Note


99.689%

0.450%

99.239%
2030 Notes Total

$
996,890,000(1)
$ 4,500,000(1)
$
992,390,000(1)
Per 2040 Note


99.379%

0.750%

98.629%
2040 Notes Total

$
993,790,000(1)
$ 7,500,000(1)
$
986,290,000(1)
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
Per 2050 Note


99.185%

0.750%

98.435%
2050 Notes Total

$
1,239,812,500(1)
$ 9,375,000(1)
$
1,230,437,500(1)

(1)
Plus accrued interest from May 28, 2020, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company ("DTC") for the accounts of its direct participants,
including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment therefor in New
York, New York on or about May 28, 2020.


Joint Book-Running Managers

Barclays

Citigroup

Deutsche Bank Securities

J.P. Morgan
BNP PARIBAS

HSBC

Mizuho Securities
Senior Co-Managers

Goldman Sachs & Co. LLC

RBC Capital Markets
Co-Managers

Santander

SOCIETE GENERALE

Academy Securities
Ramirez & Co., Inc.

Siebert Williams Shank

Stern
May 18, 2020
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iii
SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-4
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-8
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-14
UNDERWRITING
S-17
LEGAL MATTERS
S-23
EXPERTS
S-23
WHERE YOU CAN FIND MORE INFORMATION
S-23
PROSPECTUS

ABOUT THIS PROSPECTUS
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
1
THE COMPANY
3
RISK FACTORS
4
RATIO OF EARNINGS TO FIXED CHARGES
4
USE OF PROCEEDS
4
DESCRIPTION OF DEBT SECURITIES
5
DESCRIPTION OF CAPITAL STOCK
10
DESCRIPTION OF OTHER SECURITIES
12
SELLING SECURITYHOLDERS
13
PLAN OF DISTRIBUTION
14
LEGAL MATTERS
15
EXPERTS
15
WHERE YOU CAN FIND MORE INFORMATION
15
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus and any free writing prospectus we may provide you in connection with this offering. We and the underwriters
take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement
and the accompanying prospectus are not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. Neither
the delivery of this prospectus supplement or the accompanying prospectus, nor any sale of notes made under these documents, will, under any
circumstances, create any implication that there has been no change in our affairs since the date of this prospectus supplement, the accompanying
prospectus or any free writing prospectus we may provide you in connection with this offering or that the information contained or incorporated by
reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus supplement and
the accompanying prospectus, as well as the information incorporated by reference in this prospectus supplement and the accompanying prospectus, is
accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our
business, financial condition, results of operations and prospects may have changed since those dates.

i
Table of Contents
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part, the
accompanying prospectus, contains a description of our debt securities and gives more general information, some of which may not apply to this offering.
This prospectus supplement also adds to, updates and changes information contained in the accompanying prospectus. If the description of the offering
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. The
accompanying prospectus is part of a registration statement that we filed with the SEC using a shelf registration statement. Under the shelf registration
process, from time to time, we may offer and sell securities in one or more offerings.
References in this prospectus supplement to "Pfizer," the "Company," "we," "us" and "our" are to Pfizer Inc. and its consolidated subsidiaries unless
otherwise stated or the context so requires.

ii
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, as well as the information incorporated by reference in this prospectus supplement and the
accompanying prospectus, 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," "assume," "target," "forecast," "guidance," "goal,"
"objective," "aim," "seek" and other words and terms of similar meaning or by using future dates in connection with any discussion of, among other
things, our anticipated operating and financial performance, business plans and prospects, expectations for our product pipeline, in-line products and
product candidates, including anticipated regulatory submissions, data read-outs, study starts, approvals, revenue contribution, growth, performance, timing
of exclusivity and potential benefits, strategic reviews, capital allocation objectives, plans for and prospects of our acquisitions and other business-
development activities, benefits anticipated from the reorganization of our commercial operations in 2019, sales efforts, expenses, interest rates, foreign
exchange rates, the outcome of contingencies, such as legal proceedings, government regulation, our ability to successfully capitalize on growth
opportunities or prospects, manufacturing and product supply, our efforts to respond to COVID-19, our expectations regarding the impact of COVID-19 on
our business, operations and financial results and plans relating to share repurchases and dividends.
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, 2019 and
in our Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020, in each case including in the sections thereof captioned "Forward-
Looking Information and Factors That May Affect Future Results" and "Risk Factors," in our Current Reports on Form 8-K, and in this prospectus
supplement and accompanying prospectus, in each case including in the section thereof 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. 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.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
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, 10-Q and 8-K reports and our other filings with the SEC.


iii
Table of Contents
SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. It does not contain all of the information that you should consider before investing in the notes. You should carefully read this entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where You
Can Find More Information."
Pfizer Inc.
We apply science and our global resources to bring therapies to people that extend and significantly improve their lives through the discovery,
development, manufacture and distribution of healthcare products, including innovative medicines and vaccines. 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 or developed by other companies or us. The majority of our revenues come from the manufacture and sale of biopharmaceutical products.
We are committed to capitalizing on growth opportunities by advancing our own pipeline and maximizing the value of our in-line products, as well as
through various forms of business development, which can include alliances, licenses, joint ventures, collaborations, equity- or debt-based
investments, dispositions, mergers and acquisitions. We regularly evaluate, engage in preliminary discussions concerning, and, where appropriate,
execute on these opportunities, although we cannot predict whether we will enter into any such transaction and, if so, the terms or financing needs in
connection therewith. Pursuing these opportunities may require us to obtain additional equity or debt financing, and could result in increased leverage
and/or a downgrade of our credit ratings.
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 and our telephone number is (212) 733-2323.

S-1
Table of Contents
THE OFFERING
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to consider in
making your investment decision. To understand all of the terms and conditions of the offering of the notes, you should carefully read this prospectus
supplement, as well as the accompanying prospectus and the documents incorporated by reference.

Issuer
Pfizer Inc.

Securities Offered
$750,000,000 aggregate principal amount of 0.800% notes due 2025;


$1,000,000,000 aggregate principal amount of 1.700% notes due 2030;


$1,000,000,000 aggregate principal amount of 2.550% notes due 2040; and


$1,250,000,000 aggregate principal amount of 2.700% notes due 2050.

https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5

Original Issue Date
May 28, 2020.

Maturity Date
May 28, 2025 for the 2025 notes;


May 28, 2030 for the 2030 notes;


May 28, 2040 for the 2040 notes; and


May 28, 2050 for the 2050 notes.

Interest Rate
0.800% per annum for the 2025 notes;


1.700% per annum for the 2030 notes;


2.550% per annum for the 2040 notes; and


2.700% per annum for the 2050 notes.


Interest Payment Dates
Interest on the notes will accrue from and including May 28, 2020, and is payable on May 28
and November 28 of each year, beginning on November 28, 2020.

Optional Redemption
We may redeem the notes of a series, in whole, at any time, or in part, from time to time,
prior to the applicable Par Call Date (as defined in this prospectus supplement), at the
applicable redemption prices described in this prospectus supplement. From and after the Par
Call Date, we may redeem the applicable notes at 100% of principal amount plus accrued
and unpaid interest. See "Description of Notes--Optional Redemption; No Sinking Fund."

Priority
The notes will be unsecured general obligations of Pfizer and will rank equally with all other
unsubordinated indebtedness of Pfizer from time to time outstanding.

Further Issuances
We may, without the consent of the holders of notes of any series, issue additional notes
having the same priority in right of payment and the same interest rate, maturity and other
terms as the notes of such series (except for the issue price and the public offering price).

S-2
Table of Contents
Denomination
We will issue the notes in denominations of $2,000 and in integral multiples of $1,000 in
excess of $2,000.

Trading
The notes will not be listed on any national securities exchange or be quoted on any
automated dealer quotation system.

Trustee
The Bank of New York Mellon.

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in
this prospectus supplement and the accompanying prospectus and, in particular, you should
evaluate the information set forth under the heading "Risk Factors" in this prospectus
supplement before investing in the notes.

S-3
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
Table of Contents
RISK FACTORS
Before purchasing the notes, you should consider carefully the information under the headings "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020 and the following risk factors.
You should also carefully consider the other information included in this prospectus supplement, the accompanying prospectus and other information
incorporated by reference herein and therein. Each of the risks described in these documents could materially and adversely affect our business, financial
condition, results of operations and prospects, and could result in a partial or complete loss of your investment. See "Where You Can Find More
Information."
The notes are unsecured and will be effectively junior to our secured indebtedness to the extent of the collateral therefor.
The notes are our unsecured general obligations. Holders of our secured indebtedness, if any, will have claims that are prior to your claims as holders of the
notes, to the extent of the assets securing such indebtedness. Thus, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar
proceeding, our pledged assets would be available to satisfy obligations of our secured indebtedness before any payment could be made on the notes. To
the extent that such assets cannot satisfy in full our secured indebtedness, the holders of such indebtedness would have a claim for any shortfall that would
rank equally in right of payment with the notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due
on the notes. As a result, holders of the notes may receive less, ratably, than holders of our secured indebtedness. At March 29, 2020, Pfizer Inc. had no
secured indebtedness.
Active trading markets may not develop for the notes and the notes may trade at a discount from their initial offering price.
The notes are new issuances of securities for which no public trading markets currently exist. Although the underwriters have informed us that they intend
to make markets in the notes, they are not obligated to do so, and any such market-making activities may be discontinued at any time without notice.
Accordingly, liquid markets for the notes may not develop or be maintained. The notes will not be listed on any national securities exchange or be quoted
on any automated dealer quotation system.
In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial offering prices, depending upon prevailing interest rates,
the markets for similar notes, our performance and other factors. The markets for the notes may not be free from disruptions that may adversely affect the
prices at which you may sell the notes.
Holders of the notes will be structurally subordinated to our subsidiaries' third-party indebtedness and obligations.
The notes are obligations of Pfizer Inc. exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of
third-party creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such
subsidiaries over the claims of our creditors, including holders of the notes. Consequently, the notes will 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 March 29, 2020, our wholly-owned
subsidiaries had aggregate borrowings under lines of credit and outstanding debt securities of approximately $6.3 billion.

S-4
Table of Contents
Our business, operations and financial condition and results have been and may continue to be adversely impacted by the COVID-19 pandemic.
Our business, operations and financial condition and results have been impacted by the COVID-19 pandemic to varying degrees, which we currently expect
to primarily impact the second quarter of 2020. The pandemic presents a number of challenges for our business, including, among others, impacts due to
travel limitations and government-mandated work-from-home or shelter-in-place orders; manufacturing disruptions and delays; supply chain interruptions,
including challenges related to reliance on third-party suppliers; disruptions to pipeline development and clinical trials, including difficulties or delays in
enrollment of certain clinical trials; decreased product demand, including due to reduced numbers of in-person meetings with prescribers, patient visits
with physicians, vaccinations and elective surgeries as well as increased unemployment resulting in lower new prescriptions or refills of existing
prescriptions; challenges presented by reallocating human capital, R&D, manufacturing and other resources to assist in responding to the pandemic without
disruption to our operations; costs associated with the COVID-19 pandemic, including protocols intended to reduce the risk of transmission; increased
supply chain costs and additional R&D costs incurred in our effort to develop a vaccine or treatment for COVID-19; challenges as it relates to our business
development initiatives, including potential delays or disruptions related to regulatory approvals, including related to the anticipated combination of
Upjohn with Mylan; interruptions or delays in the operations of certain regulatory authorities, which may delay the approvals of new products we are
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
developing, potential label expansions for existing products and the launch of newly-approved products; challenges related to our intellectual property,
both domestically and internationally, including in response to any pressure or legal or regulatory action, by various stakeholders or governments that
potentially results in us not seeking intellectual property protection for, licensing or agreeing not to enforce our intellectual property rights related to our
medicines, including potential vaccines and treatments for COVID-19; and other challenges presented by disruptions to our normal operations in response
to the pandemic, as well as uncertainties regarding the duration and severity of the pandemic and its impacts and government or regulatory actions to
contain the virus or control the supply of medicines.
We also face uncertainties related to our efforts to develop a potential treatment or vaccine for COVID-19, including uncertainties related to the risk that
our development programs may not be successful, commercially viable or receive approval from regulatory authorities; disruptions in the relationships
between us and our collaboration partners or third-party suppliers; the risk that other companies may produce superior or competitive products; the risk that
demand for any products we may develop may no longer exist; risks related to the availability of raw materials to manufacture any such products; the risk
that we may not be able to recoup costs associated with our R&D and manufacturing efforts and risks associated with any changes in the way we approach
or provide additional research funding for potential drug development related to COVID-19; the risk that we may not be able to create or scale up
manufacturing capacity on a timely basis or have access to logistics or supply channels commensurate with global demand for any potential approved
vaccine or product candidate; and pricing and access challenges for such products, including in the U.S.
Further, the COVID-19 pandemic, and the volatile global economic conditions stemming from the pandemic, could precipitate or amplify the other risk
factors that we identify in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2019, which could materially
adversely affect our business, operations and financial condition and results.
We are continuing to monitor the latest developments regarding the COVID-19 pandemic on our business, operations and financial condition and results,
and have made certain assumptions regarding the pandemic for purposes of our operational planning and financial projections, including assumptions
regarding the duration and severity of the pandemic and the global macroeconomic impact of the pandemic. Despite careful tracking and planning,
however, we are unable to accurately predict the extent of the impact of the pandemic on our business, operations and financial condition and results due to
the uncertainty of future developments. In particular, we believe the ultimate impact on our business, operations and financial condition and results will be
affected by the speed and extent of the continued spread of the coronavirus globally, the duration of the pandemic, new

S-5
Table of Contents
information that may emerge concerning the severity and incidence of COVID-19, the safety, efficacy and availability of a vaccine and treatments for
COVID-19, the global macroeconomic impact of the pandemic and governmental or regulatory actions to contain the virus or control supply of medicines.
However, the pandemic may also affect our business, operations or financial condition and results in a manner that is not presently known to us or that we
currently do not consider to present significant risks.
We regularly evaluate, engage in preliminary discussions concerning, and, where appropriate, execute on growth opportunities, although we cannot
predict whether we will enter into any such transaction and, if so, the terms or financing needs in connection therewith.
We are committed to capitalizing on growth opportunities by advancing our own pipeline and maximizing the value of our in-line products, as well as
through various forms of business development, which can include alliances, licenses, joint ventures, collaborations, equity- or debt-based investments,
dispositions, divestitures, mergers and acquisitions. We regularly evaluate, engage in preliminary discussions concerning, and, where appropriate, execute
on these opportunities, although we cannot predict whether we will enter into any such transaction and, if so, the terms or financing needs in connection
therewith. Pursuing these opportunities may require us to obtain additional equity or debt financing, could result in increased leverage and/or result in a
downgrade of our credit ratings.
For example, on July 29, 2019, we announced that we entered into a definitive agreement to combine Mylan N.V. with Upjohn, our primarily off-patent
and generic established medicines business, to create a new global pharmaceutical company, Viatris, which is expected to close in the second half of 2020.
Additionally, on July 31, 2019, we completed the transaction in which we and GlaxoSmithKline plc combined our respective consumer healthcare
businesses into a new consumer healthcare joint venture that operates globally under the GSK Consumer Healthcare name.

S-6
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds from this offering of $3,951,812,500 (after deducting underwriting discounts, but before deducting expenses of the
offering). We intend to use the net proceeds for general corporate purposes, including to repay a portion of our outstanding commercial paper and to
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
refinance, redeem or repurchase existing debt. As of May 1, 2020, we had approximately $14.3 billion of commercial paper outstanding with a weighted
average annual interest rate of 1.43% and a weighted average maturity of 66 days.

S-7
Table of Contents
DESCRIPTION OF NOTES
Each series of notes is a series of debt securities described in the accompanying prospectus. Reference should be made to the accompanying prospectus for
a detailed summary of additional provisions of the notes and of the indenture, dated as of September 7, 2018, between Pfizer Inc. and The Bank of New
York Mellon, as trustee, which we refer to as the "base indenture," as supplemented by the fourth supplemental indenture to be dated as of May 28, 2020,
between Pfizer Inc. and The Bank of New York Mellon, as trustee, which we refer to as the "fourth supplemental indenture." When we refer to the
"indenture," we mean the base indenture as supplemented by the fourth supplemental indenture. The following description is a summary of selected
portions of the base indenture and the fourth supplemental indenture. It does not restate the base indenture or the fourth supplemental indenture, and those
documents, not this description, define your rights as a holder of the notes.
References in this section to "Pfizer," "we," "us" and "our" are to Pfizer Inc., unless otherwise stated or the context so requires. The provisions
described in the accompanying prospectus under the heading "Description of Debt Securities--Defeasance" will apply to the notes.
Principal, Maturity and Interest
The 2025 notes will initially be limited to $750,000,000 aggregate principal amount, the 2030 notes will initially be limited to $1,000,000,000 aggregate
principal amount, the 2040 notes will initially be limited to $1,000,000,000 aggregate principal amount and the 2050 notes will initially be limited to
$1,250,000,000 aggregate principal amount. The 2025 notes will mature on May 28, 2025, the 2030 notes will mature on May 28, 2030, the 2040 notes
will mature on May 28, 2040 and the 2050 notes will mature on May 28, 2050. We will issue the notes in denominations of $2,000 and in integral
multiples of $1,000 in excess of $2,000.
Interest on the 2025 notes will accrue at the annual rate of 0.800%, interest on the 2030 notes will accrue at the annual rate of 1.700%, interest on the 2040
notes will accrue at an annual rate of 2.550% and interest on the 2050 notes will accrue at the annual rate of 2.700%. Interest on the notes will accrue from
and including May 28, 2020, and is payable on May 28 and November 28 of each year, beginning on November 28, 2020. Interest on the notes will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
We will make each interest payment to the holders of record of the notes at the close of business on the May 13 or November 13 immediately preceding the
relevant interest payment date.
The trustee, through its corporate trust office in the Borough of Manhattan, City of New York (in such capacity, the "paying agent") will act as our paying
agent with respect to the notes. Payments of principal, interest and premium, if any, will be made by us through the paying agent to DTC as described
under "--Book-Entry System."
Priority
The notes will be unsecured general obligations of Pfizer and will rank equally with all other unsubordinated indebtedness of Pfizer from time to time
outstanding.
No Listing
The notes will not be listed on any national securities exchange or be quoted on any automated dealer quotation system.
Covenants
The indenture contains a provision that restricts our ability to consolidate with or merge into any other person or convey or transfer our properties and
assets as an entirety or substantially as an entirety to any other person.

S-8
Table of Contents
The indenture does not restrict our ability to convey or transfer our properties and assets other than as an entirety or substantially as an entirety to any other
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
person. See "Description of Debt Securities--Consolidation, Merger or Sale" in the accompanying prospectus. The indenture contains no other restrictive
covenants, including those that would afford holders of the notes protection in the event of a highly-leveraged transaction involving Pfizer or any of its
affiliates or other events involving us that may adversely affect our creditworthiness or the value of the notes. The indenture also does not contain any
covenants relating to total indebtedness, interest coverage, stock repurchases, recapitalizations, dividends and distributions to shareholders, current ratios or
acquisitions and divestitures. The notes will not have the benefit of covenants that relate to subsidiary guarantees, liens and sale leaseback transactions that
apply to other of our existing unsecured and unsubordinated notes.
Further Issuances
Pfizer may, without the consent of the holders of notes of any series, issue additional notes having the same priority in right of payment and the same
interest rate, maturity and other terms as the notes of such series (except for the issue date and the public offering price). Any additional notes having such
similar terms, together with the notes of the applicable series, will constitute a single series of debt securities under the indenture. No additional notes of
any series may be issued if an event of default has occurred with respect to the notes of such series. Pfizer will not issue any additional notes intended to
form a single series with the notes of any series, unless such further notes will be fungible with all notes of such series for U.S. federal income tax
purposes.
Optional Redemption; No Sinking Fund
At our option, we may redeem the notes of a series, in whole, at any time, or in part, from time to time, prior to the applicable Par Call Date (as defined
below) at a redemption price equal to the greater of the following amounts:


·
100% of the principal amount of the notes being redeemed on the redemption date; and

·
the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose that such notes
matured on the applicable Par Call Date) of principal and interest on the notes being redeemed on that redemption date (not including the
amount, if any, of accrued and unpaid interest to, but excluding, the redemption date) discounted to the redemption date on a semi-annual

basis at the Treasury Rate (as defined below), as determined by the Independent Investment Banker (as defined below), plus 10 basis points in
the case of the 2025 notes, plus 15 basis points in the case of the 2030 notes, plus 20 basis points in the case of the 2040 notes and plus 20
basis points in the case of the 2050 notes;
plus, in each case, accrued and unpaid interest on the 2025 notes, the 2030 notes, the 2040 notes and the 2050 notes being redeemed to, but excluding, the
redemption date.

S-9
Table of Contents
At any time on or after the Par Call Date applicable to a series of notes, we may redeem such notes, in whole or in part, at a redemption price equal to
100% of the principal amount of the notes to be redeemed, plus in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the
redemption date.
Notwithstanding the foregoing, installments of interest on the applicable notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to
the applicable notes and the indenture. The redemption prices for the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
We will mail notice of any redemption at least 10 days, but not more than 60 days, before the redemption date to each registered holder of the notes to be
redeemed. Once notice of redemption is mailed, the notes called for redemption will become due and payable on the redemption date at the applicable
redemption price, plus accrued and unpaid interest applicable to such notes to, but excluding, the redemption date.
Any redemption notice may, at our discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such
event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at our discretion, the date of redemption may
be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived,
or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by
the Company in its sole discretion) by the date of redemption, or by the date of redemption as so delayed.
For purposes of the foregoing discussion, the following definitions apply:
"Comparable Treasury Issue" means, for any series of notes, the United States Treasury security selected by the Independent Investment Banker as having
a maturity comparable to the remaining term of the notes of such series to be redeemed (assuming that the notes to be redeemed matured on the applicable
Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the notes of such series.
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


424B5
"Comparable Treasury Price" means, with respect to any redemption date and series of notes to be redeemed, (A) the average of the Reference Treasury
Dealer Quotations for such redemption date and series, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the
Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of such Reference Treasury Dealer
Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us to act as the "Independent Investment Banker."
"Par Call Date" means:


·
with respect to the 2025 notes, April 28, 2025 (one month prior to the maturity date);


·
with respect to the 2030 notes, February 28, 2030 (three months prior to the maturity date);


·
with respect to the 2040 notes, November 28, 2039 (six months prior to the maturity date); and


·
with respect to the 2050 notes, November 28, 2049 (six months prior to the maturity date).
"Reference Treasury Dealer" means each of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC (or their respective affiliates that are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), we will substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date and series of notes to be
redeemed, the average, as determined by the Independent Investment

S-10
Table of Contents
Banker, of the bid and asked prices for the Comparable Treasury Issue for such series (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City Time) on the third business day
preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date for any series of notes, the rate per annum equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the applicable Comparable Treasury Price for such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the
payment of the redemption price and accrued and unpaid interest). On or before the redemption date, we will deposit with a paying agent (or the trustee)
money sufficient to pay the redemption price of and accrued and unpaid interest on the notes to be redeemed on that date. If fewer than all of the notes of a
series are to be redeemed, the notes to be redeemed shall be selected pro rata, by lot or by such other method as the trustee shall deem fair and appropriate.
The notes are not entitled to the benefit of a sinking fund.
Book-Entry System
The Depository Trust Company ("DTC"), New York, New York, will act as securities depositary for the notes. Each series of notes will be issued as fully
registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One or more fully-registered global note certificates will be issued for each series of notes, in the aggregate principal amount of
such issue, and will be deposited with DTC.
Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme,
Luxembourg ("Clearstream Banking"). Investors may elect to hold interests in the notes through any of DTC, Euroclear or Clearstream Banking, if they are
participants in these systems, or indirectly through organizations which are participants in these systems. Euroclear and Clearstream Banking hold
securities on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries,
which in turn hold the securities in customers' securities accounts in the depositaries' names on the books of DTC.
DTC has informed us that DTC is:


·
a limited-purpose trust company organized under the New York Banking Law;


·
a "banking organization" within the meaning of the New York Banking Law;
https://www.sec.gov/Archives/edgar/data/78003/000119312520147363/d926491d424b5.htm[5/21/2020 8:16:52 AM]


Document Outline