Obligation Pfitzer 4.4% ( US717081DK61 ) en USD

Pfitzer

100 % ▲

Etas-Unis

US717081DK61 ( en USD )

4.4% par an ( paiement semestriel )

15/05/2044

Prospectus brochure de l'obligation Pfizer US717081DK61 en USD 4.4%, échéance 15/05/2044

2 000 USD

1 000 000 000 USD

717081DK6

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/05/2026 ( Dans 158 jours )

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

Pfizer a émis une obligation (US717081DK61/717081DK6) de 1 000 000 000 USD à 4,4% échéant le 15/05/2044, négociée actuellement à 100% en USD, avec un minimum d'achat de 2 000 USD, des paiements semestriels, et notée A+ par S&P et A2 par Moody's.

Final Prospectus Supplement
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424B5 1 d724055d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181321

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)
Floating Rate Notes due 2017
$500,000,000
100.000%
$500,000,000
$64,400.00
1.100% Notes due 2017
$1,000,000,000 99.912%

$999,120,000
$128,686.66
2.100% Notes due 2019
$1,500,000,000 99.811%

$1,497,165,000
$192,834.85
3.400% Notes due 2024
$1,000,000,000 99.597%

$995,970,000
$128,280.94
4.400% Notes due 2044
$500,000,000 99.669%

$498,345,000 $64,186.84

(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 $578,389.29.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated May 10, 2012)

$500,000,000 FLOATING RATE NOTES DUE 2017
$1,000,000,000 1.100% NOTES DUE 2017
$1,500,000,000 2.100% NOTES DUE 2019
$1,000,000,000 3.400% NOTES DUE 2024
$500,000,000 4.400% NOTES DUE 2044

The floating rate notes will mature on May 15, 2017, the 2017 fixed rate notes (the "2017 notes") will mature on May 15, 2017, the
2019 fixed rate notes (the "2019 notes") will mature on May 15, 2019, the 2024 fixed rate notes (the "2024 notes") will mature on
May 15, 2024 and the 2044 fixed rate notes (the "2044 notes") will mature on May 15, 2044. We refer to the 2017 notes, the 2019
notes, the 2024 notes and the 2044 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 February 15, May 15, August 15 and November
15 of each year, beginning on August 15, 2014. Interest on the fixed rate notes will be payable semi-annually in arrears on May 15
and November 15 of each year, beginning on November 15, 2014. 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-5 of this prospectus supplement and beginning on
page 23 of our Annual Report on Form 10-K for the year ended December 31, 2013 and page 81 of our Quarterly Report on
Form 10-Q for the quarterly period ended March 30, 2014.

Offering
Public
Proceeds to
Offering
Underwriting
Pfizer, Before

Price(1)

Discount
Expenses(1)
Per Floating Rate Note

100.000%

0.250%

99.750%
Floating Rate Notes Total

$ 500,000,000
$ 1,250,000
$ 498,750,000
Per 2017 Note

99.912%

0.250%

99.662%
2017 Notes Total

$ 999,120,000
$ 2,500,000
$ 996,620,000
Per 2019 Note

99.811%

0.350%

99.461%
2019 Notes Total

$1,497,165,000
$ 5,250,000
$1,491,915,000
Per 2024 Note

99.597%

0.450%

99.147%
2024 Notes Total

$ 995,970,000
$ 4,500,000
$ 991,470,000
Per 2044 Note

99.669%

0.750%

98.919%
2044 Notes Total

$ 498,345,000
$ 3,750,000
$ 494,595,000

(1) Plus accrued interest from May 15, 2014, 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 May 15, 2014.

Joint Book-Running Managers

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BofA Merrill Lynch

Barclays

Deutsche Bank Securities

J.P. Morgan
BNP PARIBAS

Credit Suisse

RBC Capital Markets

Senior Co-Managers

Citigroup

HSBC

Co-Managers

RBS

Santander

Drexel Hamilton

Loop Capital Markets

Lebenthal Capital Markets

The Williams Capital Group, L.P.
May 12, 2014
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
ii

SUMMARY
S-1

RISK FACTORS
S-5

RATIO OF EARNINGS TO FIXED CHARGES
S-7

USE OF PROCEEDS
S-8

DESCRIPTION OF NOTES
S-9

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," "aim" 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, plans related to share repurchases
and dividends and business-development plans, including with respect to a possible combination with AstraZeneca PLC. 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 for the year
ended December 31, 2013 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2014, 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, 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.
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. 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. 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
Proposed Combination with AstraZeneca PLC
In January 2014, we submitted a preliminary, non-binding indication of interest to the Board of Directors of AstraZeneca
PLC ("AstraZeneca") regarding a possible merger transaction with AstraZeneca. After limited high-level discussions,
AstraZeneca declined to pursue negotiations, the discussions were discontinued on January 14, 2014 and we ceased active
consideration of the possible transaction.
In light of then recent market developments, we contacted AstraZeneca on April 26, 2014 seeking to renew discussions, but
AstraZeneca again declined to engage. We announced on May 2, 2014 that, having consulted with major shareholders, we had
submitted a revised written proposal to AstraZeneca to make an offer to combine the two companies pursuant to which
AstraZeneca shareholders would receive, for each AstraZeneca share, 1.845 shares in the combined entity and 1,598 pence in
cash. We also announced that our making of any firm offer would be subject to certain pre-conditions, which we may waive in
whole or in part. The revised proposal was rejected by AstraZeneca on May 2, 2014. We are considering our options with
respect to AstraZeneca.
We reserved the right to introduce other forms of consideration and/or vary the mix of consideration and waive in whole or
in part any of the pre-conditions to making an offer. There can be no certainty that any offer will ultimately be made even if the
pre-conditions to making an offer are satisfied or waived, in whole or in part.
The proposed transaction, if consummated, is expected to result in the combination of the two companies under a new
U.K.-incorporated holding company. The U.K. City Code on Takeovers and Mergers provides a 28-day window until May 26,
2014 in which we may either announce a firm offer or confirm that we will not be making an offer. This deadline can be extended
with the agreement of AstraZeneca and with the consent of the U.K. Takeover Panel.

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There are substantial risks and uncertainties related to a possible combination between us and AstraZeneca, including,
without limitation, whether AstraZeneca will engage in discussions with us regarding a possible combination; whether and on
what terms we will pursue or consummate any combination with AstraZeneca, including whether the conditions to consummating
any such combination will be satisfied or waived; and our ability to realize the anticipated benefits, including operational and
financial synergies, potential growth opportunities and other benefits, from any such combination.
In addition, if a combination between Pfizer and AstraZeneca is consummated, the combination may adversely impact the
trading price of the notes. Furthermore, the indenture that will govern the notes does not contain restrictive covenants that would
afford holders of the notes protection in the event of a highly-leveraged transaction involving us or any of our affiliates or other
events involving us that may adversely affect our creditworthiness or the trading price of the notes. See "Description of the
Notes" beginning on page S-9 of this prospectus supplement. If new indebtedness is added to our current debt levels, the related
risks that we now face could intensify.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Pfizer or AstraZeneca. Subject to
future developments, Pfizer may file a proxy statement/prospectus and/or tender offer documents with the Commission in
connection with a possible combination between Pfizer and AstraZeneca. Pfizer and AstraZeneca shareholders should read those
filings, and any other filings made by Pfizer with the SEC in connection with a possible combination, as they will contain
important information. Those documents, if and when filed, as well as Pfizer's other public filings with the SEC, may be obtained
without charge at the SEC's website at www.sec.gov and at Pfizer's website at www.pfizer.com.

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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
$500,000,000 aggregate principal amount of floating rates notes due 2017;
$1,000,000,000 aggregate principal amount of 1.100% notes due 2017;
$1,500,000,000 aggregate principal amount of 2.100% notes due 2019;
$1,000,000,000 aggregate principal amount of 3.400% notes due 2024; and
$500,000,000 aggregate principal amount of 4.400% notes due 2044.
Original issue date
May 15, 2014.
Maturity date
May 15, 2017 for the floating rate notes;
May 15, 2017 for the 2017 notes;
May 15, 2019 for the 2019 notes;
May 15, 2024 for the 2024 notes; and
May 15, 2044 for the 2044 notes.
Interest rate
Three-month LIBOR plus 0.150% per annum for the floating rate notes;
1.100% per annum for the 2017 notes;
2.100% per annum for the 2019 notes;
3.400% per annum for the 2024 notes; and
4.400% per annum for the 2044 notes.
Interest payment dates
Interest on the floating rate notes will accrue from and including May 15, 2014, and is
payable quarterly in arrears on February 15, May 15, August 15 and November 15 of
each year, beginning on August 15, 2014.

Interest on the fixed rate notes will accrue from and including May 15, 2014, and is
payable on May 15 and November 15 of each year, beginning on November 15, 2014.

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 the 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.
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.

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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 for the year ended December 31, 2013, in our Quarterly Report on Form 10-Q for the quarterly period
ended March 30, 2014 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 30, 2014, our
wholly-owned subsidiaries had aggregate borrowings under lines of credit and outstanding debt securities of approximately $7.0
billion.
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,

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