Obligation Pfizer & Co. 2.625% ( US717081EW90 ) en USD

Pfizer & Co.

94.374 % ▼

Etas-Unis

US717081EW90 ( en USD )

2.625% par an ( paiement semestriel )

31/03/2030

Prospectus brochure de l'obligation Pfizer Inc US717081EW90 en USD 2.625%, échéance 31/03/2030

2 000 USD

1 250 000 000 USD

717081EW9

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

01/04/2026 ( Dans 31 jours )

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 US717081EW90, paye un coupon de 2.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2030

L'Obligation émise par Pfizer & Co. ( Etas-Unis ) , en USD, avec le code ISIN US717081EW90, 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 US717081EW90, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 c95499_424b5.htm

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

Registered

Per Unit

Offering Price

Registration Fee(1)

2.625% Notes due 2030
$ 1,250,000,000

99.650%
$
1,245,625,000
$
161,682.16

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(5)
(To Prospectus dated February 26, 2018)
Registration No. 333-223221
Pfizer Inc.
$1,250,000,000 2.625% NOTES DUE 2030

The notes (the "notes") will mature on April 1, 2030. The notes will be our unsecured and unsubordinated debt obligations and will
not have the benefit of any sinking fund. The notes will rank equally with all other unsubordinated indebtedness of Pfizer from time
to time outstanding. Interest on the notes will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on
October 1, 2020. The notes are redeemable in whole or in part at our option at the redemption prices set forth in this prospectus
supplement. As described under "Use of Proceeds," we intend to use the net proceeds from the sale of the notes to finance, in whole
or in part, one or more Eligible Projects (as defined in this prospectus supplement).

Investing in the notes involves risks. See "Risk Factors" beginning on page S-3 of this prospectus supplement and beginning
on page 21 of our Annual Report on Form 10-K for the year ended December 31, 2019.

Offering Proceeds to Pfizer,
Public Offering Price
Underwriting Discount
Before Expenses

Per Note

99.650%

0.450%

99.200%

Total
$
1,245,625,000(1)
$
5,625,000(1)
$
1,240,000,000(1)

(1) Plus accrued interest from March 27, 2020, 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 27, 2020.

Joint Book-Running Managers

BofA Securities

Credit Suisse

Morgan Stanley

Sustainability Structuring Agent
Senior Co-Managers
DeutscheBank Securities
RBC Capital Markets
Co-Managers
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BNP PARIBAS
Standard Chartered Bank
Academy Securities
Ramirez & Co., Inc.
Siebert Williams Shank
March 25, 2020

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
iii

SUMMARY
S-1

THE OFFERING
S-2

RISK FACTORS
S-3

USE OF PROCEEDS
S-6

DESCRIPTION OF NOTES
S-8

S-
U.S. FEDERAL INCOME TAX CONSIDERATIONS
14

S-
UNDERWRITING
17

S-
LEGAL MATTERS
22

S-
EXPERTS
22

S-
WHERE YOU CAN FIND MORE INFORMATION
22

PROSPECTUS

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
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 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.
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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
i
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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, as well as the information incorporated by reference in this prospectus
supplement and the accompanying prospectus, may include forward-looking statements made within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Such forward-looking statements involve substantial risks and uncertainties. We have tried, wherever possible,
to identify such statements by using words such as "will," "may," "could," "likely," "ongoing," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "assume," "target," "forecast," "guidance," "goal," "objective," "aim," "seek" and other words
and terms of similar meaning or by using future dates in connection with any discussion of, among other things, our anticipated
operating and financial performance, business plans and prospects, expectations for our product pipeline, in-line products and product
candidates, including anticipated regulatory submissions, data read-outs, study starts, approvals, revenue contribution, growth,
performance, timing of exclusivity and potential benefits, strategic reviews, capital allocation objectives, plans for and prospects of
our acquisitions and other business-development activities, benefits anticipated from the reorganization of our commercial operations
in 2019, sales efforts, expenses, interest rates, foreign exchange rates, the outcome of contingencies, such as legal proceedings,
government regulation, our ability to successfully capitalize on growth opportunities or prospects, manufacturing and product supply
and plans relating to share repurchases and dividends.
A list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended
December 31, 2019, including in the sections thereof captioned "Forward-Looking Information and Factors That May Affect Future
Results" and "Risk Factors," in our Current Reports on Form 8-K, and in this prospectus supplement and accompanying prospectus, in
each case including in the section thereof captioned "Risk Factors." You should understand that it is not possible to predict or identify
all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
We cannot guarantee that any forward-looking statement will be realized. Achievement of anticipated results is subject to substantial
risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You
should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-
looking statements.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or
otherwise, except as 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

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
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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, manufacture and distribution of
healthcare products, including innovative medicines and vaccines. We work across developed and emerging markets to advance
wellness, prevention, treatments and cures that challenge the most feared diseases of our time. We collaborate with healthcare
providers, governments and local communities to support and expand access to reliable, affordable healthcare around the world.
Our revenues are derived from the sale of our products, and, to a much lesser extent, from alliance agreements, under which we
co-promote products discovered or developed by other companies or us. The majority of our revenues come from the
manufacture and sale of biopharmaceutical products.
We are committed to capitalizing on growth opportunities by advancing our own pipeline and maximizing the value of our in-
line products, as well as through various forms of business development, which can include alliances, licenses, joint ventures,
collaborations, equity- or debt-based investments, dispositions, mergers and acquisitions. We regularly evaluate, engage in
preliminary discussions concerning, and, where appropriate, execute on these opportunities, although we cannot predict whether
we will enter into any such transaction and, if so, the terms or financing needs in connection therewith. Pursuing these
opportunities may require us to obtain additional equity or debt financing, and could result in increased leverage and/or a
downgrade of our credit ratings.
Pfizer Inc. was incorporated under the laws of the State of Delaware on June 2, 1942. Our principal executive offices are located
at 235 East 42nd Street, New York, NY 10017 and our telephone number is (212) 733-2323.
S-1

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
$1,250,000,000 aggregate principal amount of 2.625% notes due 2030.
Original Issue Date
March 27, 2020.
Maturity Date
April 1, 2030.
Interest Rate
2.625% per annum.
Interest Payment Dates
Interest on the notes will accrue from and including March 27, 2020, and
is payable on April 1 and October 1 of each year, beginning on October 1,
2020.
Optional Redemption
We will have the right at our option to redeem the notes, 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."
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, issue additional notes
having the same priority in right of payment and the same interest rate,
maturity and other terms as the notes (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.
Use of Proceeds
We estimate that the net proceeds of this offering will be approximately
$1,240,000,000, after deducting underwriting discounts, but before
deducting expenses of the offering. We intend to use the net proceeds
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from sale of the notes to finance or refinance, in whole or in part, one or
more Eligible Projects (as defined in this prospectus supplement). Pending
allocation of the net proceeds to such Eligible Projects, we may
temporarily invest the balance of such net proceeds in cash, cash
equivalents, short-term investments or use them to repay other borrowings.
See "Use of Proceeds."
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-2

RISK FACTORS
Before purchasing the notes, you should consider carefully the information under the headings "Risk Factors" in our Annual Report
on Form 10-K for the year ended December 31, 2019 and 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, 2019, 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 price, 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, 2019, our wholly-
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owned subsidiaries had aggregate borrowings under lines of credit and outstanding debt securities of approximately $6.0 billion.
There can be no assurance that the use of proceeds of the notes to finance Eligible Projects will be suitable for the investment
criteria of an investor.
We intend to use the net proceeds from this offering specifically for Eligible Projects in the manner described under "Use of
Proceeds." Prospective investors should consider the information set out in this
S-3
prospectus supplement regarding such use of proceeds and must determine for themselves the relevance of such information for the
purpose of any investment in the notes together with any other investigation such investor deems necessary. The examples of projects
in "Use of Proceeds" are for illustrative purposes only and no assurance can be provided that disbursements for projects with these
specific characteristics will be made by us with the proceeds of the notes. We have significant flexibility in allocating the net
proceeds from the notes, including re-allocating the net proceeds in the event we determine in our discretion that projects receiving
allocation no longer meet the criteria for Eligible Projects. There can be no assurance that the use of such proceeds for any Eligible
Projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements, taxonomies or standards
or other investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present
or future applicable law or regulations or by its own bylaws or other governing rules or investment portfolio mandates, ratings
criteria, taxonomies or standards or other independent expectations, in particular with regard to any direct or indirect environmental,
sustainability or social impact of any Eligible Projects.
In connection with the offering of the notes, a second party opinion from an outside consultant regarding our sustainability bond
framework will be made publicly available. No assurance or representation is given as to the suitability or reliability for any purpose
whatsoever of such opinion or any other opinion or certification of any third party (whether or not solicited by us) that will be made
available in connection with the issuance of the notes, in particular as it regards the ability of an Eligible Project to fulfill any
environmental, social, sustainability or other criteria. No such opinion or certification is, nor should it be deemed to be, a
recommendation by us, any underwriter or any other person to buy, sell or hold any notes. Any such opinion or certification is only
current as of the date it was initially issued. Prospective investors must determine for themselves the relevance of any such opinion or
certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any
investment in the notes. Currently, to our knowledge, the providers of such opinions and certifications are not subject to any specific
regulatory or other regime or oversight. For the avoidance of doubt, no such opinion or certification is, nor shall it be deemed to be,
incorporated into this prospectus supplement or the accompanying prospectus.
Although it is our intention to apply the net proceeds from this offering to Eligible Projects in the manner described under "Use of
Proceeds," there can be no assurance that such use of proceeds will be capable of being implemented in such manner or in accordance
with any timing schedule, and accordingly there can be no assurance that such net proceeds will be totally or partially disbursed for
such Eligible Projects. There also cannot be any assurance that such Eligible Projects will be completed within any specified time
period or at all, or that such Eligible Projects will achieve the results or outcome (whether or not related to the environment)
originally expected or anticipated by us.
Any such failure to apply the net proceeds from this offering to any Eligible Projects, any failure of Eligible Projects to achieve the
results or outcome originally expected or anticipated by us, or the withdrawal of any opinion or certification of a third party or any
attestation that we are not complying in whole or in part with any matters subject to such opinion or certification may have a material
adverse effect on the value of the notes and/or result in adverse consequences for certain investors with portfolio mandates to invest in
securities to be used for a particular purpose, however, neither any such failure, nor any failure to comply with our commitment to
certain reporting obligations as described under "Use of Proceeds," will constitute a default or an event of default under the notes.
Public health outbreaks, epidemics or pandemics, such as the coronavirus, could adversely impact our business.
Public health outbreaks, epidemics or pandemics, such as the coronavirus, could adversely impact our business. In December 2019, a
novel strain of coronavirus emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China
and caused significant disruptions to its economy, it has now spread to many other countries and infections have been reported
globally, including throughout the United States. The impact on our operations is highly uncertain and cannot be predicted with
confidence. Factors that will influence the impact include the economic consequences and duration of the outbreak, new information
that emerges concerning the severity of the coronavirus
S-4
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and actions taken to contain the outbreak or treat its impact, among others. The extent of the adverse impact on our operations,
including, among others, our manufacturing and supply chain, sales and marketing and clinical trial operations, will depend on the
extent and severity of the continued spread of the coronavirus globally, and, ultimately, the outbreak could have a material adverse
impact on our business and our financial results.
We regularly evaluate, engage in preliminary discussions concerning, and, where appropriate, execute on growth opportunities,
although we cannot predict whether we will enter into any such transaction and, if so, the terms or financing needs in connection
therewith.
We are committed to capitalizing on growth opportunities by advancing our own pipeline and maximizing the value of our in-line
products, as well as through various forms of business development, which can include alliances, licenses, joint ventures,
collaborations, equity- or debt-based investments, dispositions, divestitures, mergers and acquisitions. We regularly evaluate, engage
in preliminary discussions concerning, and, where appropriate, execute on these opportunities, although we cannot predict whether we
will enter into any such transaction and, if so, the terms or financing needs in connection therewith. Pursuing these opportunities may
require us to obtain additional equity or debt financing, could result in increased leverage and/or result in a downgrade of our credit
ratings.
For example, on July 29, 2019, we announced that we entered into a definitive agreement to combine Mylan N.V. with Upjohn, our
primarily off-patent and generic established medicines business to create a new global pharmaceutical company, Viatris. Additionally,
on July 31, 2019, we completed the transaction in which we and GlaxoSmithKline plc combined our respective consumer healthcare
businesses into a new consumer healthcare joint venture that operates globally under the GSK Consumer Healthcare name.
S-5

USE OF PROCEEDS
We expect to receive net proceeds from this offering of $1,240,000,000 (after deducting underwriting discounts, but before deducting
expenses of the offering). An amount equal to such net proceeds will be allocated to finance or refinance, in whole or in part, one or
more Eligible Projects (as defined below).
"Eligible Projects" include projects of Pfizer or any of its subsidiaries that have environmental and/or social benefits, including new
projects and projects that have received funding in the three years prior to the issuance of the notes, which projects meet the
Eligibility Criteria set forth below.
"Eligibility Criteria" means any of the following:

· Access to Essential Services: Expenditures related to dedicating financial capital, know-how and expertise to meet global
health challenges facing underserved patients in need of reliable access to quality medicines and vaccines at affordable prices,
which includes:

o
Spending to support manufacturing capacity expansion and packaging to reduce disparities and meet growing health and
well-being needs in low- and middle-income countries, particularly vulnerable populations such as women, newborns,
children under five years of age, adolescent girls and older persons, as well as displaced persons and long-term migrants;

o
Spending in support of multi-stakeholder coalitions aimed at collectively working through partnerships to address global
public health emergencies; and

o
Spending on health system strengthening in low- and middle-income countries for underserved populations and for global
health emergencies, including catalytic philanthropy to help make the world safer from infection.

· Green Building: New, existing or refurbished buildings that have received certification from a respected international green
building rating and certification systems including, but not limited to:

o
US LEED: Silver, Gold or Platinum; and

o
Singapore BCA Green Mark Certificate: Gold, Gold Plus or Platinum; or equivalent green design.

· Investments intended to improve environmental performance of our manufacturing facilities and corporate offices in the
following areas:

o
Energy Efficiency: Expenditures designed to reduce energy use and increase the efficiency of our operations in new or
existing facilities or corporate offices with projected energy savings, such as:

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· Investments in physical infrastructure that result in fuel-agnostic energy savings; and

· Physical or operational improvements which improve the overall efficiency of the process.

o
Pollution Prevention and Control: Expenditures designed to minimize emissions to air and water, and reduce waste
disposed from our operations, and accomplished through waste prevention, waste reduction, waste recycling and use of
energy efficient and well controlled waste to energy; and finding or creating new markets for materials we cannot use or
recycle. Includes projects with projected waste diversion rate and/or projected energy savings, such as:

· The use of process wastes as an energy source (subject to efficiency and emission standards in line with market
practice); and

· Waste diversion such as through recycling programs or re-use.

o
Sustainable Water and Wastewater Management: Expenditures related to water and wastewater management and
treatment, such as investments in wastewater treatment or process water reduction or water re-use.
S-6

Process for Project Evaluation and Selection
Pfizer's Global Health Committee and Sustainability Reporting Steering Committee will assess and determine project eligibility based
on the criteria described above and will provide descriptions of Eligible Projects and make recommendations of allocation of proceeds
to the Pfizer Treasury team, and the Pfizer Treasury team will make the final determination as to which Eligible Projects will be
allocated a portion of the net proceeds from this offering and the portion of the net proceeds to be allocated to each Eligible Project
selected.
Management of Proceeds
Pfizer's Global Health Committee and Sustainability Reporting Steering Committee will track the use of the net proceeds using its
internal system. Pending allocation of the net proceeds to Eligible Projects, Pfizer may temporarily invest the balance of such net
proceeds in cash, cash equivalents, short-term investments, or use them to repay other borrowings.
Reporting
During the term of the notes, until such time as the net proceeds from the notes have been fully allocated to Eligible Projects, Pfizer
will publish annually details of allocation of proceeds. The report will be available to investors within one year from the date of the
issuance of the notes. The report will include the amounts allocated on category level, with additional descriptions of select Eligible
Projects. When reasonable, the reporting would also include expected outcomes and impact metrics. The reports will be accompanied
by an assertion by management that the amount of the net proceeds from this offering were allocated to qualifying Eligible Projects.
S-7

DESCRIPTION OF NOTES
The notes are a series of the 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 third supplemental indenture to be dated as of March 27, 2020, between Pfizer Inc. and The Bank of New York Mellon, as
trustee, which we refer to as the "third supplemental indenture." When we refer to the "indenture," we mean the base indenture as
supplemented by the third supplemental indenture. The following description is a summary of selected portions of the base indenture
and the third supplemental indenture. It does not restate the base indenture or the third 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
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The notes will initially be limited to $1,250,000,000 aggregate principal amount. The notes will mature on April 1, 2030. 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 notes will accrue at the annual rate of 2.625%. Interest on the notes will accrue from and including March 27, 2020,
and is payable on April 1 and October 1 of each year, beginning on October 1, 2020. Interest on the notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
We will make each interest payment to the holders of record of the notes at the close of business on the March 15 or September 15
immediately preceding the relevant interest payment date.
The trustee, through its corporate trust office in the Borough of Manhattan, City of New York (in such capacity, the "paying agent")
will act as our paying agent with respect to the notes. Payments of principal, interest and premium, if any, will be made by us
through the paying agent to DTC as described under "--Book-Entry System."
Priority
The notes will be unsecured general obligations of Pfizer and will rank equally with all other unsubordinated indebtedness of Pfizer
from time to time outstanding.
No Listing
The notes will not be listed on any national securities exchange or be quoted on any automated dealer quotation system.
Covenants
The indenture contains a provision that restricts our ability to consolidate with or merge into any other person or convey or transfer
our properties and assets as an entirety or substantially as an entirety to any other person.
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
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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 the notes, issue additional notes having the same priority in right of payment and
the same interest rate, maturity and other terms as the notes (except for the issue date and the public offering price). Any additional
notes having such similar terms, together with the notes, will constitute a single series of debt securities under the indenture. No
additional notes may be issued if an event of default has occurred with respect to the notes. Pfizer will not issue any additional notes
intended to form a single series with the notes unless such further notes will be fungible with the notes for U.S. federal income tax
purposes.
Optional Redemption; No Sinking Fund
At our option, we may redeem the notes, in whole, at any time, or in part, from time to time, prior to January 1, 2030 (three months
prior to the maturity date). The redemption price for the notes 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 30 basis points;
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plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the redemption date.
At any time on or after January 1, 2030 (three months prior to the maturity date), we may redeem the 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 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 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 the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in
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pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, 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 BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
LLC (or their respective affiliates that are Primary Treasury Dealers), and their respective successors and one other primary U.S.
Government securities dealer selected by us; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in the United States (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (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, 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 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.
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