Obligation Pfizer & Co. 2.95% ( US717081ES88 ) en USD

Pfizer & Co.

100 % ▲

Etas-Unis

US717081ES88 ( en USD )

2.95% par an ( paiement semestriel )

14/03/2024 - Obligation échue

Prospectus brochure de l'obligation Pfizer Inc US717081ES88 en USD 2.95%, échue

2 000 USD

750 000 000 USD

717081ES8

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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

L'Obligation émise par Pfizer & Co. ( Etas-Unis ) , en USD, avec le code ISIN US717081ES88, paye un coupon de 2.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2024

L'Obligation émise par Pfizer & Co. ( Etas-Unis ) , en USD, avec le code ISIN US717081ES88, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Pfizer & Co. ( Etas-Unis ) , en USD, avec le code ISIN US717081ES88, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d707573d424b5.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)
2.800% Notes due 2022

$500,000,000

99.994%

$499,970,000

$60,596.37
2.950% Notes due 2024

$750,000,000

99.949%

$749,617,500

$90,853.65
3.450% Notes due 2029

$1,750,000,000

99.765%

$1,745,887,500

$211,601.57
3.900% Notes due 2039

$750,000,000

98.699%

$740,242,500

$89,717.32
4.000% Notes due 2049

$1,250,000,000

98.367%

$1,229,587,500

$149,026.01

(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 $601,794.92.

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 26, 2018)

Pfizer Inc.
$500,000,000 2.800% NOTES DUE 2022
$750,000,000 2.950% NOTES DUE 2024
$1,750,000,000 3.450% NOTES DUE 2029
$750,000,000 3.900% NOTES DUE 2039
$1,250,000,000 4.000% NOTES DUE 2049

The 2022 notes (the "2022 notes") will mature on March 11, 2022, the 2024 notes (the "2024 notes") will mature on March 15, 2024, the 2029 notes (the "2029 notes")
will mature on March 15, 2029, the 2039 notes (the "2039 notes") will mature on March 15, 2039 and the 2049 notes (the "2049 notes") will mature on March 15,
2049. We refer to the 2022 notes, the 2024 notes, the 2029 notes, the 2039 notes and the 2049 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 2022 notes will be payable semi-annually in arrears on March 11 and September 11 of each year, beginning on
September 11, 2019. Interest on the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes will be payable semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15, 2019. 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" beginning on page S-4 of this prospectus supplement and beginning on page 10 of our
Annual Report on Form 10-K for the year ended December 31, 2018.

Offering Proceeds to

Public Offering Price

Underwriting Discount

Pfizer, Before Expenses
Per 2022 Note

99.994%

0.250%

99.744%
2022 Notes Total

$
499,970,000(1)
$
1,250,000(1)
$
498,720,000(1)
Per 2024 Note

99.949%

0.350%

99.599%
2024 Notes Total

$
749,617,500(1)
$
2,625,000(1)
$
746,992,500(1)
Per 2029 Note

99.765%

0.450%

99.315%
2029 Notes Total

$
1,745,887,500(1)
$
7,875,000(1)
$
1,738,012,500(1)
Per 2039 Note

98.699%

0.750%

97.949%
2039 Notes Total

$
740,242,500(1)
$
5,625,000(1)
$
734,617,500(1)
Per 2049 Note

98.367%

0.750%

97.617%
2049 Notes Total

$
1,229,587,500(1)
$
9,375,000(1)
$
1,220,212,500(1)
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(1)
Plus accrued interest from March 11, 2019, 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 March 11, 2019.

Joint Book-Running Managers

Barclays

Deutsche Bank Securities

Goldman Sachs & Co. LLC

J.P. Morgan
BofA Merrill Lynch

HSBC

RBC Capital Markets

Senior Co-Managers
BNP PARIBAS

Morgan Stanley
Co-Managers

Santander

Standard Chartered Bank

Academy Securities
Ramirez & Co., Inc.

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

The Williams Capital Group, L.P.
March 4, 2019
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-6
DESCRIPTION OF NOTES
S-7
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-13
UNDERWRITING
S-16
LEGAL MATTERS
S-22
EXPERTS
S-22
WHERE YOU CAN FIND MORE INFORMATION
S-22
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
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
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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.
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

i
Table of Contents
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, in-line products and product candidates, including anticipated
regulatory submissions, data read-outs, study starts, approvals, performance, timing of exclusivity and potential benefits of our products and product
candidates, strategic reviews, capital allocation, business-development plans, the benefits expected from the reorganization of our commercial operations
into three businesses effective at the beginning of our 2019 fiscal year, our acquisitions and other business development activities, manufacturing and
product supply and plans relating to share repurchases and dividends. In particular, these include statements relating to future actions, business plans and
prospects, our acquisitions and other business development activities, our proposed transaction with GlaxoSmithKline plc ("GSK") to combine our
respective consumer healthcare business into a new consumer healthcare joint venture, prospective products or product approvals, our product pipeline,
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, 2018,
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.
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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.

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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
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 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, 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, and could result in
increased leverage and/or a downgrade of our credit ratings.
As of the start of our 2019 fiscal year, we began operating in our previously announced new commercial structure, which reorganized operations into
three businesses: Pfizer Biopharmaceuticals Group, a science-based innovative medicines business that includes our Innovative Health business units
(except our Consumer Healthcare business), as well as a new Hospital business unit that commercializes our global portfolio of sterile injectable and
anti-infective medicines (within this business we also incorporated our biosimilars portfolio into our Oncology and Inflammation & Immunology
therapeutic areas); Upjohn, a global, off-patent branded and generic established medicines business, headquartered in China, that includes 20 of our
off-patent solid oral dose legacy brands, as well as certain generic medicines; and Consumer Healthcare, an over-the-counter medicines business. To
allow Upjohn to act with speed and flexibility, it has distinct and dedicated manufacturing, marketing, regulatory and, subject to limited exceptions,
enabling functions that report directly into the business providing autonomy and positioning Upjohn to operate as a true stand-alone business within
Pfizer. We created this new structure to, among other things, position Upjohn to optimize its distinct growth potential and provide us with the
flexibility to access further opportunities to enhance value, which we continue to consider.
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.

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Issuer
Pfizer Inc.

Securities Offered
$500,000,000 aggregate principal amount of 2.800% notes due 2022;

$750,000,000 aggregate principal amount of 2.950% notes due 2024;

$1,750,000,000 aggregate principal amount of 3.450% notes due 2029;

$750,000,000 aggregate principal amount of 3.900% notes due 2039; and

$1,250,000,000 aggregate principal amount of 4.000% notes due 2049.

Original Issue Date
March 11, 2019.

Maturity Date
March 11, 2022 for the 2022 notes;

March 15, 2024 for the 2024 notes;

March 15, 2029 for the 2029 notes;

March 15, 2039 for the 2039 notes; and

March 15, 2049 for the 2049 notes.

Interest Rate
2.800% per annum for the 2022 notes;

2.950% per annum for the 2024 notes;

3.450% per annum for the 2029 notes;

3.900% per annum for the 2039 notes; and

4.000% per annum for the 2049 notes.

Interest Payment Dates
Interest on the 2022 notes will accrue from and including March 11, 2019, and is payable on
March 11 and September 11 of each year, beginning on September 11, 2019.

Interest on the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes will accrue from

and including March 11, 2019, and is payable on March 15 and September 15 of each year,
beginning on September 15, 2019.

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."

S-2
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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 any series (except for the issue price and the public offering price).
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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.

S-3
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, 2018 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 December 31, 2018, 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 December 31, 2018, our wholly-owned
subsidiaries had aggregate borrowings under lines of credit and outstanding debt securities of approximately $6.0 billion.

S-4
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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. For example, as of the start of our 2019 fiscal year, we began operating in our previously announced new commercial structure, which
reorganized operations into three businesses: Pfizer Biopharmaceuticals Group, Upjohn and Consumer Healthcare. We created this new structure to, among
other things, position Upjohn to optimize its distinct growth potential and provide us with the flexibility to access further opportunities to enhance value,
which we continue to consider. 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.

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Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds from this offering of $4,938,555,000 (after deducting underwriting discounts, but before deducting expenses of the
offering). We intend to use the net 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 February 26, 2019, we had approximately $4.8 billion of commercial paper outstanding with a
weighted average annual interest rate of 2.60% and a weighted average maturity of 42 days.

S-6
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 second supplemental indenture to be dated as of March 11,
2019, between Pfizer Inc. and The Bank of New York Mellon, as trustee, which we refer to as the "second supplemental indenture." When we refer to the
"indenture," we mean the base indenture as supplemented by the second supplemental indenture. The following description is a summary of selected
portions of the base indenture and the second supplemental indenture. It does not restate the base indenture or the second 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 2022 notes will initially be limited to $500,000,000 aggregate principal amount, the 2024 notes will initially be limited to $750,000,000 aggregate
principal amount, the 2029 notes will initially be limited to $1,750,000,000 aggregate principal amount, the 2039 notes will initially be limited to
$750,000,000 aggregate principal amount and the 2049 notes will initially be limited to $1,250,000,000 aggregate principal amount. The 2022 notes will
mature on March 11, 2022, the 2024 notes will mature on March 15, 2024, the 2029 notes will mature on March 15, 2029, the 2039 notes will mature on
March 15, 2039 and the 2049 notes will mature on March 15, 2049. 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 2022 notes will accrue at the annual rate of 2.800%, interest on the 2024 notes will accrue at the annual rate of 2.950%, interest on the 2029
notes will accrue at the annual rate of 3.450%, interest on the 2039 notes will accrue at the annual rate of 3.900% and interest on the 2049 notes will accrue
at the annual rate of 4.000%. Interest on the 2022 notes will accrue from and including March 11, 2019, and is payable on March 11 and September 11 of
each year, beginning on September 11, 2019. Interest on the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes will accrue from and including
March 11, 2019, and is payable on March 15 and September 15 of each year, beginning on September 15, 2019. Interest on the notes will be computed on
the basis of a 360-day year comprised of twelve 30-day months.
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We will make each interest payment to the holders of record of the notes at the close of business on the date that is 15 calendar days prior to 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.

S-7
Table of Contents
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.
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 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 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
The 2022 notes may be redeemed at our option, in whole, at any time, or in part, from time to time. The redemption price for the 2022 notes will be equal
to the greater of the following amounts:

· 100% of the principal amount of the 2022 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 2022 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 5 basis points;
plus, in each case, accrued and unpaid interest on the 2022 notes being redeemed to, but excluding, the redemption date.
At our option, we may redeem the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes, in whole, at any time, or in part, from time to time, prior
to February 15, 2024 (one month prior to the maturity date) with respect to the 2024 notes, December 15, 2028 (three months prior to the maturity date)
with respect to the 2029 notes, September 15, 2038 (six months prior to the maturity date) with respect to the 2039 notes and September 15, 2048 (six
months prior to the maturity date) with respect to the 2049 notes. The redemption price for the 2024 notes, the 2029 notes, the 2039 notes and the 2049
notes will be equal to the greater of the following amounts:

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· 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

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defined below), plus 8 basis points in the case of the 2024 notes, plus 10 basis points in the case of the 2029 notes, plus 15 basis points in the

case of the 2039 notes and plus 15 basis points in the case of the 2049 notes;
plus, in each case, accrued and unpaid interest on the 2024 notes, 2029 notes, the 2039 notes and the 2049 notes being redeemed to, but excluding, the
redemption date.
At any time on or after February 15, 2024 (one month prior to the maturity date) with respect to the 2024 notes, December 15, 2028 (three months prior to
the maturity date) with respect to the 2029 notes, September 15, 2038 (six months prior to the maturity date) with respect to the 2039 notes and
September 15, 2048 (six months prior to the maturity date) with respect to the 2049 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 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 Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities
LLC (or their respective affiliates that are Primary Treasury

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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 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;

· 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

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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'
accounts, which eliminates the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust
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