PFIZER INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 19, 2017 (December 15, 2017) PFIZER INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 235 East 42nd Street New York, New York (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (212) Not Applicable (Former Name or Former Address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 8.01 Other Events On December 19, 2017 (the Settlement Date ), Pfizer Inc. (the Company ) completed its previously announced (i) private offer (the Exchange Offer ) to exchange any and all of its outstanding 1,500,000, per cent. Notes due 2038 (the 2038 Notes ) for newly issued debt securities of the Company and (ii) offer to purchase (the Tender Offer and, together with the Exchange Offer, the 2038 Notes Offers ) for cash any and all of its outstanding 2038 Notes from holders thereof. The 2038 Notes Offers expired at 5:00 p.m. (New York time) on December 14, Pursuant to the 2038 Notes Offers, 833,450,000 aggregate principal amount of outstanding 2038 Notes were validly tendered and accepted and subsequently cancelled in the Exchange Offer and 196,550,000 aggregate principal amount of outstanding 2038 Notes were validly tendered and accepted and subsequently cancelled in the Tender Offer. Following the completion of the 2038 Notes Offers, 470,000,000 aggregate principal amount of the 2038 Notes remains outstanding. In connection with the Exchange Offer, on the Settlement Date the Company issued 1,375,882,000 aggregate principal amount of 2.735% Notes due 2043 (the New Notes ) in exchange for the validly tendered and accepted 2038 Notes. The terms of the New Notes are further described in the Offering Memorandum dated December 7, 2017 and the Tenth Supplemental Indenture (as defined below). The New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or any state securities law, and therefore may not be offered or sold in the United States or to any U.S. persons (as defined in Rule 902 under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The New Notes are unsecured general obligations of the Company and rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The New Notes are governed by the terms of an indenture, dated as of January 30, 2001, between the Company 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 (the Trustee ), as supplemented by the tenth supplemental indenture, dated as of December 19, 2017, between the Company, the Trustee and The Bank of New York Mellon, London Branch, as paying agent (the Tenth Supplemental Indenture ). The foregoing summary of the Tenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Tenth Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

3 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 4.1 Indenture, dated as of January 30, 2001, between Pfizer Inc. 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 (incorporated by reference from the Company s Current Report on Form 8-K filed on January 30, 2001). 4.2 Tenth Supplemental Indenture, dated as of December 19, 2017, between Pfizer Inc., The Bank of New York Mellon, as trustee and The Bank of New York Mellon, London Branch, as paying agent. 4.3 Form of Pfizer Inc. s 2.735% Notes due 2043 (included in Exhibit 4.2) Press Release of Pfizer Inc., dated December 15, 2017.

4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 19, 2017 PFIZER INC. By: /s/ Margaret M. Madden Margaret M. Madden Senior Vice President and Corporate Secretary Chief Governance Counsel

5 Exhibit 4.2 PFIZER INC. and THE BANK OF NEW YORK MELLON, as Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH as Paying Agent TENTH SUPPLEMENTAL INDENTURE Dated as of December 19, 2017 to INDENTURE Dated as of January 30, ,375,882, per cent. Notes due 2043

6 TABLE OF CONTENTS ARTICLE ONE Page DEFINITIONS SECTION 101 Definition of Terms 1 ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE NOTES SECTION 201 Designation and Principal Amount 2 SECTION 202 Maturity 2 SECTION 203 Form 2 SECTION 204 Transfer and Exchange of Book-Entry Interests 2 SECTION 205 Legends 4 SECTION 206 Clearing System Arrangements 6 SECTION 207 Initial Settlement 6 SECTION 208 Interest and Interest Payment Dates 6 SECTION 209 Method of Payment 6 SECTION 210 Further Issues of the Notes 7 SECTION 211 Redemption 7 SECTION 212 Interest Accrual 7 SECTION 213 Calculation of Broken Interest 7 SECTION 214 Payment in respect of Notes 7 SECTION 215 Payments subject to Applicable Laws 7 SECTION 216 Appointment of Paying Agents 7 SECTION 217 Status of the Notes 14 SECTION 218 Purchases 14 ARTICLE THREE OPTIONAL REDEMPTION OF THE NOTES SECTION 301 Redemption for Taxation Reasons 15 SECTION 302 Redemption at the Option of the Company 15 SECTION 303 Provisions Relating to Partial Redemption 16 SECTION 304 Cancellation 17 SECTION 305 Notices Final 17 SECTION 306 No Sinking Fund 17 i

7 ARTICLE FOUR ORIGINAL ISSUE AMOUNT OF NOTES SECTION 401 Original Issue Amount of the Notes 17 ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY SECTION 501 Limitations on Liens 17 SECTION 502 Limitations on Sale Leaseback Transactions 17 SECTION 503 Subsidiary Guarantees 18 SECTION 504 Defined Terms 19 ARTICLE SIX TAXATION SECTION 601 Payment without Withholding 21 SECTION 602 Interpretation 22 SECTION 603 Additional Amounts 23 ARTICLE SEVEN MISCELLANEOUS SECTION 701 Enforcement 23 SECTION 702 Replacement of Notes 23 SECTION 703 Notices 23 SECTION 704 Amendments, Consents and Waivers 24 SECTION 705 Meetings 24 SECTION 706 Euroclear and Clearstream 24 SECTION 707 Ratification of Indenture; Controlling Terms 24 SECTION 708 Trustee Not Responsible for Recitals 24 SECTION 709 Governing Law 24 SECTION 710 Separability 24 SECTION 711 Counterparts 24 ii

8 Exhibits Exhibit A: Form of Global Security Representing the Notes Exhibit B: Form of Certificate of Transfer iii

9 TENTH SUPPLEMENTAL INDENTURE, dated as of December 19, 2017 (the Tenth Supplemental Indenture ), between Pfizer Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 235 East 42nd Street, New York, New York, (the Company ), The Bank of New York Mellon (formerly The Bank of New York), a New York banking corporation (successor to JPMorgan Chase Bank, N.A., formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (successor to The Chase Manhattan Bank (National Association))), as trustee (the Trustee ) and The Bank of New York Mellon, London Branch, as paying agent (the Paying Agent ). WHEREAS, the Company executed and delivered the indenture, dated as of January 30, 2001, to the Trustee (the Base Indenture ), to provide for the issuance of the Company s notes, bonds, debentures or any other evidences of indebtedness (the Securities ); WHEREAS, pursuant to Section 901 of the Base Indenture, the Company desires to provide for the issuance of a new series of its Securities to be known as its per cent. Notes due 2043 (the Notes ) and to establish the forms of the Notes thereof, as in Section 202 of the Base Indenture provided, and to set forth the terms thereof, as in Section 301 of the Base Indenture provided and to provide for the application thereto of the covenants set forth in Article Five hereof, as in Section 901(2) of the Base Indenture provided; WHEREAS, the Securities Issuance Committee of the Company, pursuant to authorizations of the Board of Directors of the Company dated September 28, 2000, March 22, 2007, April 26, 2012 and June 27, 2013, has duly authorized, by a resolution duly adopted on December 7, 2017, the issuance of the Notes; WHEREAS, the Company has requested that the Trustee execute and deliver this Tenth Supplemental Indenture; and WHEREAS, all things necessary to make this Tenth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done; NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture and the Tenth Supplemental Indenture (together with the Base Indenture, the Indenture ), the forms and terms of the Notes, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE ONE DEFINITIONS SECTION 101 Definition of Terms. Unless the context otherwise requires: (a) each term defined in the Base Indenture has the same meaning when used in this Tenth Supplemental Indenture;

10 (b) each term defined anywhere in this Tenth Supplemental Indenture has the same meaning throughout; (c) the singular includes the plural and vice versa; and (d) headings are for convenience of reference only and do not affect interpretation. ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE NOTES SECTION 201 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, as authorized from time to time pursuant to resolutions of the Company or the maximum authorized in each Company Order, designated as the Notes which is not limited in aggregate principal amount. The aggregate principal amount of the Notes to be issued as of the date hereof is set forth in Article Four hereof. SECTION 202 Maturity. The Stated Maturity of principal of the Notes is June 15, SECTION 203 Form. The Notes shall be issued in the form of one or more Global Securities in fully registered form, without coupons, substantially in the form set forth in Exhibit A hereto (including all applicable legends attached thereto) and shall be deposited with The Bank of New York Mellon, London Branch, as common depositary (together with any successors, the Depositary ), for, and in respect of interests held through Clearstream Banking, société anonyme ( Clearstream ) and Euroclear Bank SA/NV ( Euroclear and together with Clearstream, the Clearing Systems ). Notes sold within the United States to qualified institutional buyers ( QIBs ) within the meaning of Rule 144A ( Rule 144A ) under the Securities Act of 1933, as amended (the Securities Act ) pursuant to Rule 144A under the Securities Act shall initially be represented by a 144A Global Note, which shall be deposited with the Trustee and registered in the name of the Depositary for the accounts of the Clearing Systems. Upon original issuance, the Rule 144A Global Note will be represented by one or more permanent Global Securities in or substantially in the form attached hereto as Exhibit A. Notes sold outside the United States pursuant to Regulation S under the Securities Act shall initially be represented by a Regulation S Global Note, which shall be deposited with the Trustee and registered in the name of the Depositary for the accounts of the Clearing Systems. SECTION 204 Transfer and Exchange of Book-Entry Interests. (a) The transfer and exchange of Book-Entry Interests shall be effected through Euroclear or Clearstream, as applicable, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof 2

11 in the form of a Book-Entry Interest in the same Global Security), the Paying Agent must receive: (i) a written order from a Participant or an Indirect Participant given to Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing Euroclear or Clearstream, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Security in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Securities contained in this Indenture, the Trustee or the Depositary, as specified in this Section 204, shall instruct Euroclear or Clearstream, as applicable, to reflect such increase or decrease in its systems. (b) Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable: (1) Transfer of Book-Entry Interests in the Same Global Security. Book-Entry Interests may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the 40-day distribution compliance period as defined in Regulation S (the Restricted Period ), ownership of Book-Entry Interests in any Regulation S Global Note will be limited to Persons who have accounts with Euroclear or Clearstream, as applicable, or Persons who hold interests through Euroclear or Clearstream, as applicable, and any resale or transfer of such interest to U.S. Persons (as defined in Regulation S) shall not be permitted during the Restricted Period unless such resale or transfer is made pursuant to Rule 144A or another available exemption from the registration requirements of the Securities Act. No written orders or instructions shall be required to be delivered to the Trustee to effect the transfers described in this Section 204(b)(1). (2) All Other Transfers and Exchanges of Book-Entry Interests in Global Securities. A holder may transfer or exchange a Book-Entry Interest in Global Securities in a transaction not subject to Section 204(b)(1) above only if the Depositary receives a written order from a Participant or an Indirect Participant given to Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures, directing Euroclear or Clearstream, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Security in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (ii) instructions given by Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures, containing information regarding the Participant s account to be credited with such increase; provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend. 3

12 (3) Transfer of Book-Entry Interests to Another Global Security. A Book-Entry Interest in any Global Security may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Security if the transfer complies with the requirements of Section 204(b)(2) above and the Paying Agent and Trustee receive the following: (A) if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and (B) if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. SECTION 205 Legends. The following legends shall appear on the face of all Global Securities issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. (i) Private Placement Legend. Each Global Security (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form (the Private Placement Legend ) unless the Company determines otherwise in compliance with applicable law: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR ANY STATE OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO [ WITH RESPECT TO RULE 144A NOTES : THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)] AND [ WITH RESPECT TO REGULATION S NOTES : 40 DAYS AFTER THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)] OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ), TO A PERSON THAT REPRESENTS IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 4

13 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION AND SUBJECT TO THE COMPANY S AND THE TRUSTEE S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR PLEDGE PURSUANT TO CLAUSES (2), (3), (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THEM. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. AS USED HEREIN, THE TERMS OFFSHORE TRANSACTION AND UNITED STATES HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (ii) Global Note Legend. Each Global Security shall bear a legend in substantially the following form: THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 204 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (3) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. (iii) ERISA Legend. Each Note shall bear a legend in substantially the following form: BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ( ERISA ), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE ), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ( SIMILAR LAWS ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE 5

14 CONSIDERED TO INCLUDE PLAN ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. SECTION 206 Clearing System Arrangements. So long as Euroclear or Clearstream or the Depositary (or its nominee) is the registered holder of the Global Securities, Euroclear, Clearstream, the Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Securities for all purposes under the Indenture and the Notes. Payments of principal, interest and additional amounts, if any, in respect of the Global Securities will be made to Euroclear, Clearstream or such nominee, as the case may be, as registered holder thereof. Distributions of principal, interest and additional amounts, if any, with respect to the Global Securities will be credited in pounds sterling to the extent received by Euroclear or Clearstream to the cash accounts of Participants in accordance with the relevant Clearing System s rules and procedures. Because Euroclear and Clearstream can only act on behalf of Participants, who in turn act on behalf of Indirect Participants, the ability of a person having an interest in the Global Securities to pledge such interest to persons or entities which do not participate in the relevant Clearing System, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest. The holdings of Book-Entry Interests through the Clearing Systems will be reflected in the book-entry accounts of each such institution. As necessary, the registrar will adjust the amounts of the Global Securities on the register for the accounts of the Depositary to reflect the amounts of Notes held through Euroclear and Clearstream, respectively. SECTION 207 Initial Settlement. Investors holding their Notes through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional sterling bonds in registered form. Notes will be credited to the securities custody accounts of Euroclear and Clearstream holders against the exchange for value on December 19, 2017 (the Issue Date ). SECTION 208 Interest and Interest Payment Dates. The Notes bear interest from and including the Issue Date at the rate of per cent. per annum, payable annually in arrears on each June 15 (each an Interest Payment Date ). The first Interest Payment Date is June 15, SECTION 209 Method of Payment. Payments of principal and interest in respect of each Note will be paid outside the United States and its possessions by credit or transfer to a pounds sterling account located outside the United States and its possessions (or any other account located outside the United States and its possessions to which pounds sterling may be credited or transferred) specified by the payee or, at the option of the payee, by pounds sterling. 6

15 SECTION 210 Further Issues of the Notes. The Company may without the consent of the Holders create and issue additional Notes either (a) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding Notes constituted by the Indenture or any supplemental indenture in accordance with the rules and procedures of the Clearing Systems, or (b) upon such terms as to ranking, interest, conversion, redemption and otherwise as the Company may determine at the time of the issue. Any further Notes which are to form a single series with the outstanding Notes constituted by the Indenture or any supplemental indenture shall, and any other further notes or bonds may (with the consent of the Trustee), be constituted by an indenture supplemental to the Indenture. SECTION 211 Redemption. The Notes are subject to the redemption provisions set forth in Article Three hereof. SECTION 212 Interest Accrual. Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue as provided in the Indenture. SECTION 213 Calculation of Broken Interest. When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date ) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date. SECTION 214 Payment in respect of Notes. Payments of principal and interest in respect of Notes represented by a Global Security will be made to the order of the Paying Agent or such other Paying Agent as shall have been notified to the Holders for such purposes. The Company shall procure that the amount so paid shall be entered pro rata in the records of the Clearing Systems and the nominal amount of such Notes recorded in the records of the Clearing Systems and represented by such Global Security will be reduced accordingly. Each payment so made will discharge the Company s obligations in respect thereof. Any failure to make the entries in the records of the Clearing Systems shall not affect such discharge. SECTION 215 Payments subject to Applicable Laws. Payments in respect of principal and interest on the Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Article Six. SECTION 216 Appointment of Paying Agent. (a) The Company hereby appoints The Bank of New York Mellon, London Branch, at its office at One Canada Square, London E14 5AL as the Paying Agent solely in respect of the Notes upon the terms and conditions contained herein, and The Bank of New York Mellon, London Branch, accepts such appointment. The Company reserves the right, subject to the prior approval of the Trustee, at any time to vary or terminate the appointment of the Paying Agent and to appoint additional or other paying agents, provided that: 7

16 (i) there will at all times be a paying agent; (ii) there will at all times be at least one paying agent (which may be the Paying Agent) having its specified office in a European city which, so long as the Notes are admitted to official listing on the Irish Stock Exchange (the ISE ), shall be London or such other place as the Irish Financial Services Regulatory Authority may approve; and (iii) the Company undertakes that it will ensure that it maintains a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC (the Directive ) or any law implementing or complying with, or introduced in order to conform to, the Directive. Notice of any termination or appointment and of any changes in specified offices will be given to the Holders promptly by the Company in accordance with Section 703 hereof. (b) Payment. (i) In order to provide for all payments due on the Notes as the same shall become due, the Company shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time on the due date for the payment of each Note (or such other time and date as may be agreed in writing between the Company and the Paying Agent), at such bank as the Paying Agent shall previously have notified to the Company, immediately available funds sufficient to meet all payments due on such Notes. (ii) The Company hereby authorizes and directs the Paying Agent, from the amounts paid to it pursuant to this Section 216, to make or cause to be made all payments on the Notes in accordance with the terms thereof. Such payments shall be made to the Holder or Holders of Notes in accordance with the terms of the Notes, the provisions contained in this Article Two, and the procedures of Euroclear and Clearstream. All interest payments in respect of the Notes will be made by the Paying Agent on the relevant Interest Payment Date to the Holders in whose names the Notes are registered at the close of business (in London) on the record date specified in the Notes next preceding the Interest Payment Date or such other date as is provided in the Notes. So long as the Notes are represented by one or more Global Securities and registered in the name of a nominee of a common depositary for Euroclear and Clearstream, all interest payments on the Notes shall be made by the Paying Agent by wire transfer of immediately available funds in pounds sterling to such Holder. (iii) The Paying Agent, to the extent sufficient funds are available to it, will pay the principal amount of each Note and premium, if any, on the applicable Stated Maturity with respect thereto, together with accrued and unpaid interest due at the Stated Maturity or such Redemption Date, if any, upon presentation and surrender of such Note on or after the Stated Maturity or Redemption Date thereof to the Paying Agent, or as specified in the Notes. the (iv) If for any reason the amounts received by the Paying Agent are insufficient to satisfy all claims in respect of all payments then due on the Notes, 8

17 Paying Agent shall forthwith notify the Company, and the Paying Agent shall not be obliged to pay any such claims until the Paying Agent has received the full amount of the monies then due and payable in respect of such Notes. If, however, the Paying Agent in its sole discretion shall make payment on the Notes at their Stated Maturity or redemption, or payments of interest or such other payments when otherwise due (it being understood that the Paying Agent shall have no obligation whatsoever to make any such payment) and the amount which should have been received is not received on such date, the Company agrees forthwith on demand to pay, or procure the payment of, to the Paying Agent, in addition to the amount which should have been paid hereunder, interest thereon from the day following the date when the amount unpaid should have been received under this Tenth Supplemental Indenture to the date when such amount is actually received (inclusive) at a rate equal to the cost of the Paying Agent of funding such amount, as certified by the Paying Agent and expressed as a rate per annum. (v) The Paying Agent hereby agrees that: (A) it will hold all sums held by it as Paying Agent for the payment of the principal of or premium, if any, or interest on the Notes in trust for the benefit of the Holders of the Notes entitled thereto, or for the benefit of the Trustee, as the case may be, until such sums shall be paid out to such Holders or otherwise as provided in clause (vi) below and in the Indenture and the Notes; (B) it will promptly give the Trustee notice of: (x) a Company deposit for the payment of principal of or premium, if any, or interest on the Notes, (y) any failure by the Company in the making of any deposit for the payment of principal of or premium, if any, or interest on the Notes that shall have become payable, and (z) any default by the Company in making any payment of the principal of or premium, if any, or interest on the Notes where the same shall be due and payable as provided in the Notes; (C) At any time after an Event of Default in respect of the Notes shall have occurred, the Paying Agent shall, if so required by notice in writing given by the Trustee to the Paying Agent: (y) thereafter, until otherwise instructed by the Trustee, act as agent of the Trustee under the terms of the Indenture; and/or (z) deliver all Notes and all sums, documents and records held by the Paying Agent in respect of the Notes to the Trustee or as the Trustee shall direct in such notice; provided that such notice shall be deemed not to apply to any document or record which the Paying Agent is obliged not to release by any applicable law or regulation. (vi) Notwithstanding the foregoing: (A) if any Note is presented or surrendered for payment to the Paying Agent and the Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Paying Agent shall as soon as is reasonably practicable notify the Company in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Company and has received the amount to be so paid; and 9

18 (B) the Paying Agent shall cancel each Note against surrender of which it has made full payment and shall deliver each Note so cancelled by it to the Trustee. (vii) (c) Indemnity. In no event shall the Paying Agent be obliged to make any payments hereunder if it has not received the full amount of any payment. (i) The Company shall indemnify the Paying Agent against any and all loss, damage, claims, liability or demands arising out of or in connection with this Tenth Supplemental Indenture, the Company s issue of the Notes or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to the Paying Agent s own gross negligence or willful misconduct. (ii) The provisions of this Section shall survive the satisfaction and discharge of this Tenth Supplemental Indenture and the Notes, the termination for any reason of this Indenture, and the resignation or removal of the Trustee. (d) General. (i) In acting under this Article Two, the Paying Agent shall not be under any fiduciary duty towards any person, be responsible for or liable in respect of the authorization, validity or legality of any Note amount paid by it hereunder (except to the extent that any such liability is determined by a court of competent jurisdiction to have resulted from the Paying Agent s gross negligence or willful misconduct), be under any obligation towards any person other than the Trustee and Company or assume any relationship of agency or trust for or with any Holder. (ii) The Paying Agent may exercise any of its rights or duties hereunder by or through agents or attorneys, and shall not be responsible for any misconduct thereof, provided such agent or attorney has been appointed with due care. (iii) The Paying Agent shall not exercise any lien, right of set-off or similar claim against any Holder of a Note in respect of moneys payable by it under this Article Two; however, should the Paying Agent elect to make a payment pursuant to Section 216(b)(iv) Error! Reference source not found., it shall be entitled to appropriate for its own account out of the funds received by it under Section 216(b) an amount equal to the amount so paid by it. (iv) The Paying Agent may (at the reasonable and documented expense of the Company) consult, on any matter concerning its duties hereunder, any legal adviser or other expert selected by it with due care and, with respect to the selection of other 10

19 experts, in consultation with the Company, and the Paying Agent shall not be liable in respect of anything done, or omitted to be done in good faith in accordance with that adviser s opinion. At any time, the Paying Agent may apply to any duly authorized representative of the Company for a written instruction, and shall not be liable for an action lawfully taken or omitted to be taken in accordance with such instruction. (v) The Paying Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (vi) The Paying Agent shall be obliged to perform only such duties as are specifically set forth herein and in the Notes, and no implied duties or obligations shall be read into this Article Two or the Notes against the Paying Agent. (vii) The Paying Agent shall not be liable to account to the Company for any interest or other amounts in respect of funds received by it from the Company. Money held by the Paying Agent need not be segregated except as required by law. (viii) No section of this Article Two or the Notes shall require the Paying Agent to risk or expend its own funds, or to take any action which in its reasonable judgment would result in any expense or liability accruing to it. (ix) In no event will the Paying Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, severe loss or severe malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Paying Agent will use best reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (x) The Paying Agent shall have no duty to inquire as to the performance of the covenants of the Company, nor shall it be charged with knowledge of any default or Event of Default under the Indenture. (xi) Notwithstanding any section of this Article Two to the contrary, the Paying Agent will not in any event be liable for special, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (xii) The Paying Agent, its officers, directors, employees and shareholders may become the owners of, or acquire any interest in, the Notes, with the same rights that it or they would have if it were not the Paying Agent, and may engage or be interested in any financial or other transaction with the Company as freely as if it were not the Paying Agent. 11

20 (xiii) The Paying Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear payment instructions from the Company in form satisfactory to the Paying Agent. (xiv) The Company will supply the Paying Agent with the names, specimen signatures and direct dial phone numbers of its authorized persons as soon as practicable after the date hereof. (e) Change of Paying Agent. (i) Any time, other than on a day during the forty-five (45) day period preceding any payment date for the Notes, the Paying Agent may resign by giving at least forty-five (45) days prior written notice to the Company; and the Paying Agent s agency shall be terminated and its duties shall cease upon expiration of such forty-five (45) days or such lesser period of time as shall be mutually agreeable to the Paying Agent and the Company. At any time, following at least forty-five (45) days prior written notice (or such lesser period of time as shall be mutually agreeable to the Paying Agent and the Company) from the Company, the Paying Agent may be removed from its agency. Such removal shall become effective upon the expiration of the forty-five (45) day or agreed lesser time period (provided that any such removal shall be immediate in case the Paying Agent shall be adjudicated bankrupt or insolvent), and upon payment to the Paying Agent of all amounts payable to it in connection with its agency. In such event, following payment in full of its fees and expenses, the Paying Agent shall deliver to the Company, or to the Company s designated representative, all Notes (if any) and cash (if any) belonging to the Company and, at the Company s reasonable expense, shall furnish to the Company, or to the Company s designated representative, such information regarding the status of the Company s outstanding Notes reasonably requested by the Company. (ii) Any Person into which a Paying Agent may be merged or consolidated or any Person resulting from any merger or consolidation to which such Paying Agent is a party or any Person to which such Paying Agent shall sell or otherwise transfer all or substantially all of its corporate trust or agency assets shall on the date on which such merger, consolidation or transfer becomes effective, become the successor to such Paying Agent under this Article Two without the execution or filing of any paper or any further act on the part of the parties hereto; provided that such Person provides the information required by Section 216(h) of this Article Two. (f) Compensation, Fees and Expenses. (i) The Company will pay to the Paying Agent the compensation, fees and expenses in respect of the Paying Agent s services as separately agreed in writing with the Paying Agent. (ii) The Company will also pay all reasonable documented out-of-pocket expenses (including reasonable legal expenses) incurred by the Paying Agent in connection with its services hereunder, together with any applicable value added tax and stamp, issue, or other documentary taxes and duties. 12

21 (g) Notices. (i) Each notice or communication under this Article Two shall be made in writing, by fax or otherwise in accordance with this Section 216(g). Each communication or document to be delivered to any party under this Article Two shall be sent to that party at the fax number or address, and marked for the attention of the person (if any), from time to time designated by that party to the Paying Agent (or, in the case of the Paying Agent, by it to each other party) for the purpose of this Article Two. The initial telephone number, fax number, address and person so designated are: in the case of the Company, at: Pfizer Inc. 235 East 42nd Street, New York, NY Attention: Secretary Tel no: (212) Fax no: (212) in the case of the Paying Agent, to it at: The Bank of New York Mellon, London Branch One Canada Square, London El4 5AL Attention: Corporate Trust Administration Tel no: +44 (0) Fax no: +44 (0) With a copy to: (ii) The Bank of New York Mellon 101 Barclay Street, Floor 7-East New York, NY Attention: Corporate Trust Fax no: All notices under this Article Two shall be effective upon actual receipt by the Paying Agent at its address listed in this Section 216(g). (h) FATCA. In order to assist the Trustee and any Paying Agent with their compliance with FATCA, the Company agrees (i) to provide the Trustee and any Paying Agent reasonably available information collected and stored in the Company s ordinary course of business regarding Holders of the Notes (solely in their capacity as such) and that is necessary for the Trustee s and any Paying Agent s determination of whether it has tax related obligations under FATCA and (ii) that the Trustee and any Paying Agent shall be entitled to make any withholding or deduction from payments under this Tenth Supplemental Indenture and the Notes to the extent necessary to comply with FATCA. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any payment of additional amounts or other gross up payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. 13

22 SECTION 217 Status of the Notes. The Notes will be senior unsecured general obligations of the Company and will rank equally with all other senior unsecured and unsubordinated indebtedness of the Company from time to time outstanding. SECTION 218 Purchases. The Company or any of its Subsidiaries (as defined below) may at any time purchase Notes in any manner and at any price. If purchases are made by tender, tenders must be available to all Holders alike. Any Notes so purchased may be held, reissued, resold or, at the option of the Company, surrendered to any Paying Agent for cancellation. SECTION 220. Defined Terms. The following defined terms used in this Article Two shall, unless the context otherwise requires, have the meanings specified below. 144A Global Note means a Global Note substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided herein, deposited with the Trustee and registered in the name of the Depositary or its nominee for the accounts of the Clearing Systems, issued in a denomination equal to the outstanding principal amount of the Notes initially issued in reliance on Rule 144A. Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of Euroclear and Clearstream, as applicable, that apply to such transfer or exchange. Book-Entry Interest means a beneficial interest in a Global Note held by or through a Participant. Indirect Participant means a Person who holds a beneficial interest in a Global Note through a Participant. Participant means, with respect to Euroclear or Clearstream, a Person who has an account with Euroclear or Clearstream, respectively. Regulation S Global Note means a Global Note in the form of Exhibit A attached hereto, with such applicable legends as are provided herein, deposited with the Trustee and registered in the name of the Depositary or its nominee for the accounts of the Clearing Systems issued in a denomination equal to the outstanding principal amount of the Notes initially issued in reliance on Rule

23 ARTICLE THREE OPTIONAL REDEMPTION OF THE NOTES that: SECTION 301 Redemption for Taxation Reasons. If the Company satisfies the Trustee immediately before the giving of the notice referred to below (a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Article Six), or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after the Issue Date, on the next Interest Payment Date the Company would be required to pay additional amounts as provided or referred to in Article Six; and (b) the requirement cannot be avoided by the Company taking reasonable measures available to it, the Company may at its option, having given not less than thirty (30) nor more than sixty (60) days notice to the Holders in accordance with Article Seven (which notice shall be irrevocable), redeem all the Notes at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than ninety (90) days prior to the earliest date on which the Company would be required to pay such additional amounts, were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee a certificate signed by two Officers of the Company stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and cannot be avoided by the Company taking reasonable measures available to it, and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Holders. SECTION 302 Redemption at the Option of the Company. The Company may, having given: (a) not less than 30 nor more than 60 days notice to the Holders in accordance with Section 303; and (b) notice to the Trustee and the Paying Agent not less than 15 days before the giving of the notice referred to in (a); (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all of the Notes or, subject as provided in Section 303 below, from time to time some only at the greater of the following amounts: (i) 100 per cent. of the principal amount of the Notes being redeemed on the redemption date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on an annual basis (assuming the actual number of days in a 365- or 366-day year) at the Comparable Government Bond Rate plus 20 basis points plus accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption. Such amount shall be calculated by the Calculation Agent. 15