Obligation Pfitzer 1.5% ( US717081DG59 ) en USD

Pfitzer

100 % ⇌

Etas-Unis

US717081DG59 ( en USD )

1.5% par an ( paiement semestriel )

15/06/2018 - Obligation échue

Prospectus brochure de l'obligation Pfizer US717081DG59 en USD 1.5%, échue

2 000 USD

1 000 000 000 USD

717081DG5

Pfizer est une entreprise biopharmaceutique multinationale américaine qui développe, fabrique et commercialise des médicaments et des vaccins.

L'Obligation émise par Pfitzer ( Etas-Unis ) , en USD, avec le code ISIN US717081DG59, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2018

L'Obligation émise par Pfitzer ( Etas-Unis ) , en USD, avec le code ISIN US717081DG59, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Pfitzer ( Etas-Unis ) , en USD, avec le code ISIN US717081DG59, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B4 1 d536631d424b4.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(4)
Registration No. 333-181321
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee (1)
0.900% Notes due 2017

$750,000,000

99.840%

$748,800,000

$102,136.32
1.500% Notes due 2018

$1,000,000,000

99.942%

$999,420,000

$136,320.89
Floating Rate Notes due 2018

$500,000,000

100.000%

$500,000,000

$68,200.00
3.000% Notes due 2023

$1,000,000,000

99.681%

$996,810,000

$135,964.88
4.300% Notes due 2043

$750,000,000

99.781%

$748,357,500

$102,075.96

(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 $544,698.06.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated May 10, 2012)

$750,000,000 0.900% NOTES DUE 2017
$1,000,000,000 1.500% NOTES DUE 2018
$500,000,000 FLOATING RATE NOTES DUE 2018
$1,000,000,000 3.000% NOTES DUE 2023
$750,000,000 4.300% NOTES DUE 2043

The 2017 fixed rate notes (the "2017 notes") will mature on January 15, 2017, the 2018 fixed rate notes (the "2018 notes") will mature on June 15, 2018, the floating
rate notes will mature on June 15, 2018, the 2023 fixed rate notes (the "2023 notes") will mature on June 15, 2023 and the 2043 fixed rate notes (the "2043 notes") will
mature on June 15, 2043. We refer to the 2017 notes, the 2018 notes, the 2023 notes and the 2043 notes collectively as the "fixed rate notes," and the fixed rate notes
and the floating rate 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. Interest on the floating rate notes will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on September
15, 2013. Interest on the 2017 notes will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2014. Interest on the
2018 notes, the 2023 notes and the 2043 notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2013.
The fixed rate notes of each series are redeemable in whole or in part at our option at the 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 22 of our Annual Report
on Form 10-K, as amended, for the year ended December 31, 2012 and page 86 of our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2013.

Offering
Public
Proceeds to
Offering
Underwriting
Pfizer, Before

Price(1)

Discount
Expenses(1)
Per 2017 Note

99.840%

0.250%

99.590%

2017 Notes Total

$748,800,000
$1,875,000
$746,925,000
Per 2018 Note

99.942%

0.350%

99.592%

2018 Notes Total

$999,420,000
$3,500,000
$995,920,000
Per Floating Rate Note

100.000%

0.350%

99.650%

Floating Rate Notes Total

$500,000,000
$1,750,000
$498,250,000
Per 2023 Note

99.681%

0.450%

99.231%

2023 Notes Total

$996,810,000
$4,500,000
$992,310,000
Per 2043 Note

99.781%

0.750%

99.031%

2043 Notes Total

$748,357,500
$5,625,000
$742,732,500
(1) Plus accrued interest from June 3, 2013, if settlement occurs after that date.

Neither the U.S. Securities and Exchange Commission (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 the Euroclear Bank S.A./N.V., against payment therefor in New York, New York on or about June 3, 2013.

Joint Book-Running Managers

Citigroup
Credit Suisse Goldman, Sachs & Co.
RBS

RBC Capital Markets

Barclays

HSBC
Senior Co-Managers
Deutsche Bank Securities

Santander
Co-Managers
BNP PARIBAS

Standard Chartered Bank

US Bancorp
Drexel Hamilton

Lebenthal Capital Markets

Loop Capital Markets

The Williams Capital Group, L.P.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

S-ii
SUMMARY

S-1
RISK FACTORS

S-4
RATIO OF EARNINGS TO FIXED CHARGES

S-6
USE OF PROCEEDS

S-7
DESCRIPTION OF NOTES

S-8
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

S-16
UNDERWRITING

S-18
LEGAL MATTERS

S-24
EXPERTS

S-24
WHERE YOU CAN FIND MORE INFORMATION

S-25

PROSPECTUS

ABOUT THIS PROSPECTUS

3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3

THE COMPANY

5

RISK FACTORS

6

RATIO OF EARNINGS TO FIXED CHARGES

6

USE OF PROCEEDS

6

DESCRIPTION OF DEBT SECURITIES

7

DESCRIPTION OF CAPITAL STOCK

13

DESCRIPTION OF OTHER SECURITIES

15

SELLING SECURITYHOLDERS

15

PLAN OF DISTRIBUTION

16

LEGAL MATTERS

17

EXPERTS

17

WHERE YOU CAN FIND MORE INFORMATION

17

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. Our business, financial condition, results of operations and prospects may have changed since those
dates.
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, 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.
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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," "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "target," "forecast," "goal," "objective" and other words and terms of similar meaning, or by using future dates in connection with any discussion of,
among other 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 relating to share repurchases and dividends. In particular, these include statements relating to future actions,
business plans and prospects, 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, as amended, for the year ended December 31,
2012 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, in each case including in the sections thereof captioned "Forward-
Looking Information and Factors That May Affect Future Results" and "Risk Factors," and in this prospectus supplement and accompanying prospectus, in each case
including in the section thereof captioned "Risk Factors."
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.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. 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.

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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 are a research-based, global biopharmaceutical company. At Pfizer, we apply science and our global resources to bring therapies to people that extend
and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacturing of healthcare
products. Our global portfolio includes medicines and vaccines, as well as many of the world's best-known consumer healthcare products. Every day, Pfizer
colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time.
We also 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, as well as through alliance agreements, under which we co-promote products discovered by other
companies. 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) 733-2323.
Recent Developments
In February 2013, an initial public offering of our subsidiary, Zoetis Inc. ("Zoetis"), was completed, pursuant to which we sold 99,015,000 shares of Zoetis
Class A common stock in exchange for the retirement of approximately $2.5 billion of Pfizer commercial paper issued on January 10, 2013. The IPO represented
approximately 19.8% of the total outstanding Zoetis shares. Following the IPO, Pfizer held no shares of Class A common stock of Zoetis and 400,985,000 shares
of Class B common stock of Zoetis.
On May 22, 2013, Zoetis filed a registration statement on Form S-4 to register the distribution by Pfizer of all of the Zoetis shares owned by Pfizer. The
distribution will be effected by means of an offer by Pfizer to its stockholders to exchange all or some of their shares of Pfizer common stock for 400,985,000
Zoetis shares (or approximately 80.2% of the total shares outstanding) held by Pfizer. As part of the exchange offer, Pfizer will convert, on a share-for-share basis,
its Zoetis Class B common stock into Zoetis Class A common stock, to the extent necessary to effect the exchange offer. There can be no assurance that the
exchange offer will be completed or fully subscribed.

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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 0.900% notes due 2017;
$1,000,000,000 aggregate principal amount of 1.500% notes due 2018;
$500,000,000 aggregate principal amount of floating rate notes due 2018;
$1,000,000,000 aggregate principal amount of 3.000% notes due 2023; and $750,000,000 aggregate
principal amount of 4.300% notes due 2043.

Original issue date
June 3, 2013.

Maturity date
January 15, 2017 for the 2017 notes;
June 15, 2018 for the 2018 notes;
June 15, 2018 for the floating rate notes;
June 15, 2023 for the 2023 notes; and
June 15, 2043 for the 2043 notes.

Interest rate
0.900% per annum for the 2017 notes;
1.500% per annum for the 2018 notes;
Three-month LIBOR plus 0.300% per annum for the floating rate notes;
3.000% per annum for the 2023 notes; and
4.300% per annum for the 2043 notes.

Interest payment dates
Interest on the floating rate notes will accrue from and including June 3, 2013, and is payable
quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning
on September 15, 2013.

Interest on the 2017 notes will accrue from and including June 3, 2013, and is payable on January 15

and July 15 of each year, beginning on January 15, 2014.
Interest on the 2018 notes, the 2023 notes and the 2043 notes will accrue from and including June 3,
2013, and is payable on June 15 and December 15 of each year, beginning on December 15, 2013.

Optional redemption of fixed rate notes
We will have the right at our option to redeem the fixed rate notes of any series, in whole or in part,
at any time or from time to time at redemption prices described in "Description of Notes--Optional
Redemption of Fixed Rate Notes; No Sinking Fund." We may not redeem the floating rate notes at our
option prior to maturity.

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Ranking
The 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.

Further issuances
We may, without the consent of the holders of notes of any series, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the notes of any series.

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.

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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, as
amended, for the year ended December 31, 2012, in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 and in the accompanying
prospectus, 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.
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 market currently exists. 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, a liquid
market 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
market for similar notes, our performance and other factors. The market 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 31, 2013, our wholly-owned subsidiaries had aggregate borrowings under lines of credit
and outstanding debt securities of approximately $9.3 billion.

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Uncertainty relating to the LIBOR calculation process may adversely affect the value of the floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the banks that
provide rates to the British Bankers' Association, or the BBA, in connection with the calculation of LIBOR may have been under-reporting or otherwise manipulating
or attempting to manipulate LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to
predict the effect of any such changes and any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such
potential changes may adversely affect the trading market for LIBOR-based securities, including the floating rate notes.

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RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for each of the years ended December 31, 2008 through 2012 and the three month period ended March 31,
2013 is set forth below. All financial information before 2012 reflects Capsugel (the sale of which closed on August 1, 2011) as a discontinued operation. The financial
information for the years ended December 31, 2012, 2011, 2010 and 2009 reflects the Nutrition business, which was acquired in 2009 and which we sold on
November 30, 2012, as a discontinued operation.
For the purpose of computing these ratios, "earnings" consists of income from continuing operations before provision for taxes on income, noncontrolling
interests and cumulative effect of a change in accounting principle less noncontrolling interests plus fixed charges, excluding capitalized interest. "Fixed charges"
consists of interest expense (which includes amortization of debt premium, discount and other debt costs), preferred stock dividends, one-third of rental expense, which
we believe to be a conservative estimate of an interest factor in our leases, which are not material, and capitalized interest. The ratio was calculated by dividing the
sum of the earnings (as defined above) by the sum of the fixed charges (as defined above).

Three Months

Year Ended December 31,

Ended March 31,

2013

2012
2011
2010
2009
2008
Ratio of earnings to fixed charges

10.1

8.1
7.6
5.8
8.7
14.6

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