Obligation Pfitzer 4.125% ( US717081ED10 ) en USD

Pfitzer

80.5301 % ▼

Etas-Unis

US717081ED10 ( en USD )

4.125% par an ( paiement semestriel )

15/12/2046

Prospectus brochure de l'obligation Pfizer US717081ED10 en USD 4.125%, échéance 15/12/2046

2 000 USD

1 250 000 000 USD

717081ED1

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/12/2025 ( Dans 163 jours )

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 US717081ED10, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2046

L'Obligation émise par Pfitzer ( Etas-Unis ) , en USD, avec le code ISIN US717081ED10, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Pfitzer ( Etas-Unis ) , en USD, avec le code ISIN US717081ED10, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2230304z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS

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)

1.700% Notes due 2019

$1,000,000,000
99.928%

$999,280,000
$115,816.56

2.200% Notes due 2021

$1,000,000,000
99.909%

$999,090,000
$115,794.54

3.000% Notes due 2026

$1,750,000,000
99.148%

$1,735,090,000
$201,096.94

4.000% Notes due 2036

$1,000,000,000
99.519%

$995,190,000
$115,342.53

4.125% Notes due 2046

$1,250,000,000
99.826%

$1,247,825,000
$144,622.92

(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
$692,673.49.
Table of Contents
Filed Pursuant to Rule 424(b5)
Registration No. 333-202430
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 2, 2015)
Pfizer Inc.
$1,000,000,000 1.700% NOTES DUE 2019
$1,000,000,000 2.200% NOTES DUE 2021
$1,750,000,000 3.000% NOTES DUE 2026
$1,000,000,000 4.000% NOTES DUE 2036
$1,250,000,000 4.125% NOTES DUE 2046
The 2019 notes (the "2019 notes") will mature on December 15, 2019, the 2021 notes (the "2021 notes") will mature on December 15, 2021, the 2026 notes (the "2026 notes") will mature on
December 15, 2026, the 2036 notes (the "2036 notes") will mature on December 15, 2036 and the 2046 notes (the "2046 notes") will mature on December 15, 2046. We refer to the 2019
notes, the 2021 notes, the 2026 notes, the 2036 notes and the 2046 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 notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2017. The 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" on page S-5 of this prospectus supplement and beginning on page 20 of our Annual
Report on Form 10-K for the year ended December 31, 2015.

Offering
Public
Proceeds to
Offering
Underwriting
Pfizer, Before

Price

Discount

Expenses

Per 2019 Note

99.928%

0.250%

99.678%

2019 Notes Total

$999,280,000(1)
$2,500,000

$996,780,000(1)

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Per 2021 Note

99.909%

0.350%

99.559%

2021 Notes Total

$999,090,000(1)
$3,500,000

$995,590,000(1)

Per 2026 Note

99.148%

0.450%

98.698%

2026 Notes Total
$1,735,090,000(1)
$7,875,000
$1,727,215,000(1)

Per 2036 Note

99.519%

0.750%

98.769%

2036 Notes Total

$995,190,000(1)
$7,500,000

$987,690,000(1)

Per 2046 Note

99.826%

0.750%

99.076%

2046 Notes Total
$1,247,825,000(1)
$9,375,000
$1,238,450,000(1)

(1)
Plus accrued interest from November 21, 2016, 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 Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment therefor in New York, New York on or about November 21, 2016.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
Credit Suisse

RBC Capital Markets
Deutsche Bank Securities

HSBC

Mizuho Securities
Senior Co-Managers
BNP PARIBAS

Santander
Co-Managers
Academy Securities

J.P. Morgan

Morgan Stanley
Ramirez & Co., Inc.

Siebert Cisneros Shank & Co., L.L.C

The Williams Capital Group, L.P.

November 14, 2016
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iii
SUMMARY

S-1
RISK FACTORS

S-5
RATIO OF EARNINGS TO FIXED CHARGES

S-6
USE OF PROCEEDS

S-7
DESCRIPTION OF NOTES

S-8
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-14
UNDERWRITING
S-17
LEGAL MATTERS
S-24
EXPERTS
S-24
WHERE YOU CAN FIND MORE INFORMATION
S-24
PROSPECTUS
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ABOUT THIS PROSPECTUS

1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

2
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

11
DESCRIPTION OF OTHER SECURITIES

13
SELLING SECURITYHOLDERS

14
PLAN OF DISTRIBUTION

15
LEGAL MATTERS

16
EXPERTS

16
WHERE YOU CAN FIND MORE INFORMATION

16
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," "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 and 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, our acquisitions of Hospira, Inc., Anacor Pharmaceuticals, Inc. and Medivation, Inc., our pending acquisition of
AstraZeneca's small molecule anti-infectives business, our pending sale of Hospira Infusion Systems net assets to ICU Medical Inc., 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.
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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, 2015
and in our Quarterly Reports on Form 10-Q for the quarterly periods ended April 3, 2016, July 3, 2016 and October 2, 2016, 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, 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
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.
Pfizer is a research-based, global biopharmaceutical company. We apply science and our global resources to bring therapies to people that extend and
significantly improve their lives through the discovery, development and manufacture of healthcare products. Our global portfolio includes medicines,
vaccines and medical devices, 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 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, which 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 10017-5755 and our telephone number is (212) 733-2323.
Recent Developments
Concurrently with this offering of notes, we have commenced a cash tender offer (the "Tender Offer") to purchase for cash any and all of our 6.200%
Senior Notes due March 15, 2019 (CUSIP No. 717081 DB6), of which $3,250,000,000 is currently outstanding (the "Tender Notes"). The Tender Offer
is being made upon the terms and conditions set forth in our offer to purchase, dated November 14, 2016 (the "Offer to Purchase"), and in the related
letter of transmittal and notice of guaranteed delivery, which together, as they may be amended from time to time, constitute the "Tender Offer
Documents."
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on November 18, 2016, unless extended. The "Settlement Date" is scheduled
to be November 21, 2016, assuming that the conditions to the Tender Offer are satisfied or waived and the Tender Offer is not extended.
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The Tender Offer is subject to a number of conditions that may be waived or changed. This offering is not conditioned on the closing of the Tender
Offer, and we cannot assure you that we will repurchase the Tender Notes on the terms we describe in this prospectus supplement or at all.
In the event that all of the Tender Notes are not tendered and accepted in the Tender Offer, we intend to use a portion of the net proceeds from this
offering to redeem such outstanding Tender Notes in accordance with the terms of the make-whole provisions under the indenture governing the Tender
Notes.
S-1
Table of Contents
This prospectus supplement is not an offer to purchase the Tender Notes. The Tender Offer is being made only by and pursuant to the terms of the
Tender Offer Documents. This offering is not conditioned on the tender of the Tender Notes in the Tender Offer or any redemption of the Tender Notes,
and we cannot assure you that any holders of the Tender Notes will tender their Tender Notes in the Tender Offer or that we will redeem the Tender
Notes on the terms described in this prospectus supplement or at all. The statements of intent in this prospectus supplement with respect to the
redemption of the Tender Notes do not constitute a notice of redemption under the indenture governing the Tender Notes.
S-2
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
$1,000,000,000 aggregate principal amount of 1.700% notes due 2019;

$1,000,000,000 aggregate principal amount of 2.200% notes due 2021;

$1,750,000,000 aggregate principal amount of 3.000% notes due 2026;

$1,000,000,000 aggregate principal amount of 4.000% notes due 2036; and

$1,250,000,000 aggregate principal amount of 4.125% notes due 2046.
Original issue date
November 21, 2016.
Maturity date
December 15, 2019 for the 2019 notes;

December 15, 2021 for the 2021 notes;

December 15, 2026 for the 2026 notes;

December 15, 2036 for the 2036 notes; and
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December 15, 2046 for the 2046 notes.
Interest rate
1.700% per annum for the 2019 notes;

2.200% per annum for the 2021 notes;

3.000% per annum for the 2026 notes;

4.000% per annum for the 2036 notes; and

4.125% per annum for the 2046 notes.
Interest payment dates
Interest on the notes will accrue from and including November 21, 2016, and is payable on June 15 and
December 15 of each year, beginning on June 15, 2017.
Optional redemption
We will have the right at our option to redeem the 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; No
Sinking Fund."
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.
S-3
Table of Contents
Further issues
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 (except for the issue
price and the public offering price).
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-4
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, 2015 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.
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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 October 2, 2016,
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 October 2, 2016,
our wholly-owned subsidiaries had aggregate borrowings under lines of credit and outstanding debt securities of approximately $8.5 billion.
S-5
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for each of the years ended December 31, 2011 through 2015 and the nine months ended October 2,
2016 is set forth below. All financial information for the years ended December 31, 2013, 2012 and 2011 reflects the June 24, 2013 disposition of
Zoetis Inc. and its presentation as a discontinued operation. All financial information for the year ended December 31, 2011 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 and 2011 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 principles less noncontrolling interests plus fixed charges, distributed income of
equity-method investments, amortization of capitalized interest, excluding capitalized interest and equity income from equity-method investments.
"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).

Nine Months

Year Ended December 31,

Ended

October 2, 2016

2015

2014

2013

2012

2011

Ratio of earnings to fixed charges

8.6 8.0 9.3 11.3 7.7 7.2
S-6
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds from this offering of $5,945,725,000 (after deducting underwriting discounts, but before deducting expenses of the
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offering). We intend to use the net proceeds to fund the purchase of the Tender Notes validly tendered and accepted for payment in the Tender Offer
and to fund the redemption of any of the Tender Notes that remain outstanding after the completion of the Tender Offer in accordance with the terms of
the make-whole provisions of the indenture governing the Tender Notes. We intend to use the remaining proceeds for general corporate purposes,
including to refinance, redeem or repurchase existing debt and to repay a portion of our outstanding commercial paper. As of November 8, 2016, we
had approximately $8 billion of commercial paper outstanding with a weighted average annual interest rate of 0.68% and a weighted average maturity of
58 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 January 30, 2001 between Pfizer and The Bank of New
York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee, which we refer to as the "base indenture," as supplemented by the seventh supplemental indenture to be dated as of November 21, 2016 between
Pfizer Inc. and The Bank of New York Mellon, as trustee, which we refer to as the "seventh supplemental indenture." When we refer to the "indenture,"
we mean the base indenture as supplemented by the seventh supplemental indenture. The following description is a summary of selected portions of the
base indenture and the seventh supplemental indenture. It does not restate the base indenture or the seventh 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 2019 notes will initially be limited to $1,000,000,000 aggregate principal amount, the 2021 notes will initially be limited to $1,000,000,000
aggregate principal amount, the 2026 notes will initially be limited to $1,750,000,000 aggregate principal amount, the 2036 notes will initially be
limited to $1,000,000,000 aggregate principal amount and the 2046 notes will initially be limited to $1,250,000,000 aggregate principal amount. The
2019 notes will mature on December 15, 2019, the 2021 notes will mature on December 15, 2021, the 2026 notes will mature on December 15, 2026,
the 2036 notes will mature on December 15, 2036 and the 2046 notes will mature on December 15, 2046. 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 2019 notes will accrue at the annual rate of 1.700%, interest on the 2021 notes will accrue at the annual rate of 2.200%, interest on the
2026 notes will accrue at the annual rate of 3.000%, interest on the 2036 notes will accrue at the annual rate of 4.000% and interest on the 2046 notes
will accrue at the annual rate of 4.125%. Interest on the notes will accrue from and including November 21, 2016, and is payable on June 15 and
December 15 of each year, beginning on June 15, 2017. 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 June 1 or December 1 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."
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.
No Listing
The notes will not be listed on any national securities exchange or be quoted on any automated dealer quotation system.
S-8
Table of Contents
Covenants
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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. 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 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 Issues
Pfizer 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 (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 that 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 the same series for U.S. federal income tax
purposes.
Optional Redemption; No Sinking Fund
At our option, we may redeem the notes of any series, in whole or in part, at any time and from time to time. The redemption price will be 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 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 2019 notes, plus 10 basis points in the case of the 2021 notes, plus 15
basis points in the case of the 2026 notes, plus 15 basis points in the case of the 2036 notes and plus 20 basis points in the case of the
2046 notes;
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 price 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.
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"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 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.
"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."
"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and RBC Capital Markets, 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.
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"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 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 any series are to be redeemed, the notes to be redeemed shall be selected by lot by DTC, in the case of notes represented by a global security, or by
the trustee by a method the trustee deems to be fair and appropriate, in the case of notes that are not represented by a global security.
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
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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;
·
a member of the Federal Reserve System;
·
a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
·
a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
Euroclear and Clearstream Banking have informed us that: Euroclear and Clearstream Banking each hold securities for their customers and facilitate the
clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders. Euroclear and Clearstream
Banking provide various services including safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Euroclear and Clearstream Banking also deal with domestic securities markets in several countries through established
depositary and custodial relationships. Euroclear and Clearstream Banking have established an electronic bridge between their two systems across
which their respective participants may settle trades with each other.
Euroclear and Clearstream Banking customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust
companies and clearing corporations. Indirect access to Euroclear and Clearstream Banking is available to other institutions, which clear through or
maintain a custodial relationship with an account holder of either system.
DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants'
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