As of May 5, 2009, what is Pfizers estimate of the fair value of Wyeths Long-term debt that it will assume? Please provide a dollar amount.

PFIZER AND WYETH UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro foma condensed combined statement of income combines the historical consolidated statements of income of Pfizer and Wyeth, giving effect to the merger as if it had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of Pfizer and Wyeth, giving effect to the merger as if it has occurred on December 31, 2008. The historical consolidated inancial infomation has been aljusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the merger. (2) factually supportable. (3) with respect to the statement of income. expected to have a continuing impact on the combined results. The unalidited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the: separate historical financial statements of Pfizer as of and for the year ended December 31, 2008 and the related notes included in Plizer's Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this proxy statement prospectus, and separate historical financial statements of Wyeth as of and for the year ended December 31, 2008 and the related notes included in Wyeth's Annual Report on Fonn 10-K for the year ended December 31, 2008, which is incorporated by reference into this proxy statement prospectus. The unaudited pro forma condensed combined financial information has been presented for informational purposes only The pro forma information is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. There were no material transactions between Pfizer and Wyeth during the priods presented in the unaudited pro forma condensed combined linancial statements that would need to be eliminated. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or GAAP standards, which are subject to change and interpretation. Plzer has been treated as the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing waudited pro forma condensed combined inancial infomation. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company's future results of operations and linancial position. The inaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger or the costs to integrate the opcrations of Pfizer and Wycth or the costs necessary to achicve these cost savings, operating synergies and revenue chancements. 3 of 15 Unaudited Pro Forma Condensed Combined Statement of Income For the Year Ended December 31, 2008 $ 8.296 22.834 71,130 8112 5.900 140 21,079 11.254 32309 Se 31 Billa Revenues Cost and expenses Cost of sales Selling informational and administrative expenses Research and development expenses Amortization of intangibles Acquisition related in process Touch and development charges Restructuring charges and acquisticated costs Other deduction Income from continuing operations before prior taxes come minority interests and cumulative effect of a change in ting principles Provision for taxes on income Minority interests Income from continuing operations we 2321 216) (1,702 10 18 | | :|: |:|: 6353 1920 20 4.418 3:14) 8930 3:31 Income from continuing operations per comen-busie Income fire continuing operations per comed Weighted average share used to calculate canings per consument Basic Diluted 1,330 1359 8,000 8062 Cash dividends paid per common share 114 See the accompanying notes to the site profeconde combined Social mes, which are an integral part of these statements. The proceme adjustments are explained in Ne Pro Forms beginning on page 35 4 of 15 L'audited Pro Forma Condensed Combined Balance Sheet As of December 31, 2018 Preos Adjustments Cabled 10.016 (10.016) (12,191) 2.122 13,947 12,505 3.57 5034 (1.190) 11977 6137 ASSETS Cash and cash equivalents Short-term investments Accounts receivable less allowance for Gube Short-term loans Inventories Taxes and other current Acted for sale Total currents Long-term investments and an Property, plant and equipment, les sociated depreciation Goodwill Identifiable intangible less accumulated Other assets, defends and deferred changes Total assets (18,797) 1140 47,760 11.473 24 33.165 17,721 40 ) 39.100 $ 1.1 8.831 19:00 GLOR 913 10,233 59,320 1.750 2150 3.00 1165 31 2,199 2.077 2.09 16.30 35881 8576 11,456 27009 6250 10:30 1.601 22.04 ) 4235 1.601 LIABILITIES AND STOCKHOLDERS EQUITY Short-term borowings Accounts payable Dividendal Income taxes payable Acord compensation and related items Other current liabilities Tal current liabilities Long-term date Pension benefits Postretirement benefit obligations Defend taxes Other taxes payable Other reliabilities Total liabilities Minority interests Preferred stock Common stock Additional paid in capital Employee benefit trust Treasy stock Retained coming Accumulated other comprehensive incepere) Total desequity Total liabilities and stockholders' equity 213 1.ses 16.150 3.380 19.322 8,073 5063 118990 20 246 10,806 90 184 13 378) 539) 2010 509 87,745 (425) (57.191) 29,140 (4.500) 15.084 1943.00 (12.869) 1.622 (1.622) ST556 $ 1111 LOR 39.100 See the accompanying notes to the united pro forma condensed combined Sanitatements, which are an integral part of these statements. The procemedjustments are plained in 6 Pro Forme beginning on page 35 5 of 15 NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 1. Description of Transaction On January 25, 2009, Pfizer and Wycth entered into the merger agreement, pursuant to which, subject to the terms and conditions set forth in the merger agreement. Wyeth will become a wholly-owned subsidiary of Pfizer. Upon completion of the merger, each share of Wyeth common stock issued and outstanding will be converted into the right to receive, subject to adjustment under limited circumstances, a combination of $33.00 in cash, without interest, and 0985 of a share of Plizer common stock in a taxable transaction. Pfizer will not issue more than 19.9% of its outstanding common stock at the acquisition date in connection with the merger. The exchange ratio of 0.985 of a share of Pfizer common stock will be adjusted if the exchange ratio would result in Pfizer issuing in excess of 19.9% of its outstanding common stock as a result of the merger. In this circumstance, the exchange ratio will be reduced to the minimum extent necessary so that the number of shares of Pfizer common stock issued or issuable as a result of the merger will cqual 19.9% of its outstanding common stock and the cash portion of the merger consideration will be increased by an equivalent value (based on the volume weighted average price of Pfizer common stock for the five consecutive trading days ending two days prior to the effective time of the merger, as such prices are reported on the NYSE Transaction Reporting System). Plizer and Wyeth currently do not anticipate that any adjustment to the exchange ralio will be required. Accordingly. Plizer does not believe that a potential adjustment to the merger consideration as described above will have a material effect on the pro forma financial statement balances Each outstanding Wyeth stock oplion, whether or not then vested and exercisable, will become Lully vested and exercisable immediately prior to and then will be canceled at the effective time of the merger, and the holder of such option will be entitled to receive as soon as practicable after the effective time of the merger hut in no event later than ten business days following the effective time of the merger an amount in cash, without interest and less any applicable tax to be withheld, equal to (1) the excess, if any, of the per share value of the merger consideration to be received by holders of Wyeth common stock in the merger over the per share excrcise price of such Wycth stock option multiplied by (11) the total number of shares of Wycth common stock underlying such Wyeth stock option, with the aggregate amount of such payment rounded up to the nearest cent. If the per share exercise price of any Wyeth stock option is equal to or greater than the per share value of the merger consideration, then the stock option will be canceled without any payment to the stock option holder Also at the effective time of the merger, each outstanding share of restricted stock each outstanding DSL and each outstanding RSU, including cach outstanding performance share unit award (bul excluding cerlain RSUs that constituto Jelented compensation, as discussed below), will become Cully vested and then will be canceled and converted into the right to receive an aniount in cash equal to the per share value of the merger consideration in respect of each share of Wyeth common stock into which the vested portion of such outstanding restricted stock. DSU and RSU award, as applicable, would otherwise be convertible (except that with respect to any performance share unit award which by the terms of the award agreement pursuant to which it was granted provides for a lesser percentage of such performance share unit award to become vested upon the effective time of the merger, such performance share unit award will only become vested as to such percentage with the remaining unvested portion being canceled without payment)). These cash amounts will be paid out as soon as practicable after the effective time of the merger but in no event later than ten business days following the effective time of the merger in accordance with the terms of the applicable plans. However, at the effective time of the merger, cach 409A RSU will, as of the effective time of the merger, become a vested right to receive the merger consideration in respect of each share of Wyeth common stock into which such 409A RSU would otherwise be convertible. Such merger consideration will be deposited into a grantor trust in which the cash portion of the merger consideration will accrue interest at a designated market rate the portion of the merger consideration that is Pfizer common stock will accrue dividends in the form of additional shares of Pfizer common stock in the same amount and at the same time as dividends are paid on Pfizer common stock, and all of these amounts will be paid out in accordance with the applicable payment schedules provided for under the applicable deferred payment terms of such 409A RSUS Tor purposes of these unaudited pro forma condensed combined financial statements, it is assumed that there are no RSU awards that cannot be immediately settled due to tax law restrictions Upon completion of the merger, each share of Wyeth $2 Convertible Preferred Stock issued and outstanding immediately prior to completion of the merger will be converted into the right to receive one share of a new series of Pfizer preferred stock having the same powers, designations, preferences and rights to the fullest extent practicable) as the shares of the Wyeth $2 Convertible Preferred Stock. n April 23. 2009, Wyeth announced that, pursuant to a request from Plizer made in accordance with the terms and conditions of the merger agreement, Wyeth will redeem all of its outstanding Wyeth S2 Convertible Preferred Stock, effective on July 15, 2009 at a redemption price of $60.08 per share. Therefore, it is expected that there will not be any shares of Wyeth $2 Convertible Preferred Stock outstanding at the effective time of the merger, in which case, Pfizer will not create a new series of $2 Pfizer Convertible Preferred Stock and no such shares will be issued in connection with the merger. Prior to the redemption date, holders of Wyeth $2 Convertible Preferred Stock can elect to convert all, or a portion of their holdings into Wyeth common stock. Each share of Wyeth $2 Convertible Preferred Stock can be converted into 36 shares of Wyeth common stock For purposes of these unaudited pro forma condensed combined financial statements, Pfizer has 6 of 15 assumed holders of Wyeth $2 Convertible Preferred Stock will elect to convert their shares into Wyeth common stock prior to the redemption date since Pfizer believes that election would be most favorable to such holders The merger is subject to Wyeth stockholder approval, governmental and regulatory approvals, the satisfaction of certain conditions related to the debt financing for the transaction, and other usual and customary closing conditions. The merger is cxpected to be conpleted at the end of the third quarter or during the fourth quarter of 2009. 2. Basis of Presentation The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of Pfizer and Wyeth. Certain reclassifications have been made to the historical financial statements of Wyeth to conform with Pfizer's presentation, primarily related to the presentation of an ortization expense of intangible assets, acquisition-related in-process rescarch and development charges, restructuring charges, net interest income, minority interests expense, accrued compensation-related liabilities and noncurrent tax liabilities. Included in Wyeth's restructuring charges of $467 million for the year ended December 31, 2008 is a net gain on the sale of a manufacturing facility in Japan of S105 million The acquisition method of accounting is based on Statement of Financial Accounting Standard (SFAS)No. 141R. Business Combinations, as amended, which Pfizer adopted on January 1, 2009 and uses the fair value concepts defined in SFAS No. 157, Fair Value Measurements, as amended, which Pfizer has adopted as required. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, under these existing U.S. GAAP standards. which are subject to change and interpretation. SFAS No. 141R, as amended, requires, among other things that most assets acquired and liabilities assumed he recognized at their fair values as of the acquisition date and that the fair value of acquired in-process research and development be recorded on the balance sheet regardless of the likelihood of success as of the acquisition date. In addition, STAS No 141R, as amended, establishes that the consideration transferred bc mcasured at the closing date of the merger at the then-current market price: this particular requirement will likely result in a por share equity component that is different from the amount assumed in these unaudited pro forma condens combined ancis statements SFAS No. 157. as amended. defines the term "fair value" and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to clevelop the fair value measures. Fair value is defined in SFS No. 157, as amended, as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to he buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Pfizer may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Pfizer's intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the merger, primarily at their respective fair values and added to those of Pfizer. Tinancial statements and reported results of operations of Plizer issued aller completion of the merger will reflect these values, but will not be retroactively restaled to rellect the historical financial position or results of operations of Wyeth. Under SFAS No. 141R, as amended, acquisition-related transaction costs (1.c., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the larget company are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. The unaudited pro forma condensed combined financial statements do not reflect any restructuring and integration charges expected to be incurred in connection with the merger but these charges are expected to be in the range of approximately $6 to $8 billion dollars 3. Accounting Policies Upon consummation of the merger, Pfizer will review Wyeth's accounting policies. As a result of that review, it may become necessary to harmonize the combined entity's financial statements to conform to those accounting policies that are detcnnined to be more appropriate for the combined entity. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies, 7 of 15 4. Estimate of Consideration to be Transferred The following is a preliminary time of consideration expected to be trandemed to effect the acquisition of Wyeth antha. enna paarai C Candide Number of shares of Wyeth common stock centining as of December 31, 2008 13316 Multiplied by Pfizer's stock price as of 2009 led by the Pier exchange ratio of 0.95 $13.860985 13.16 $17.534 Number of shares of Wyeth common stock standing of December 31, 2008 Multiplied by cash consideration per common share outstanding $300 $93 Number of shares of Wyeth common stock into which wyt 52 Convertible Preferred Steckscanding at December 31, 2008 is cortible (8.971 actual shares 30%) Multiplied by Pfizer's stock price as of Mary 5, 2009 liplied by the Per exchange ratio of 985 ($13.26 0.985 13:16 Number of shares of Wyeth common stockinto which Wys2 Convertible Preferred Stock standing at December 31, 2008 is core (8,971 actual shares) Multiplied by case consideration per commercitanding $ Cash Number of shares of Wyeth stock options wested and wested as of Dec. 31. 2008 expected to be canceled and exchanged for a chyment Multiplied by the difference between the pershare value of the merger consideration and the weighted avenge optioneercise price of in-the- motions $ $ 25 Cash Number of outstanding shares of restricted stock and each standing defined as restricted stock unit, including performance share it wwards, as of December 31, 2008, epected to be canded 110 Multiplied by the pershare value of the merger codes Estimate of consideration expected to be trademodb) 5 11 (a) Upon completion of the merger, cach share of Wyeth 52 Corettable Prefemed Stock issued and outstanding immediately prior to completion of the merger will be converted into the right to receive one share of a new series of Plizer preferred stock having the same powers, designations, preferences and rights to the fullest extent practicable) as the shares of the Wyeth 2 Convertible Preferred Stock As of December 31, 2008, 8971 actual shares of the Wyeth 52 Convertible Preferred Stock were outstanding on April 23, 2009. Wyeth announced that pusuant to a request from Pfizer made in accordance with the terms and conditions of the merger agreement. Wyeth will redeem all of its outstanding Wyeth S2 Convertible Preferred Stock, effective on July 15, 2009 a redemption price of $60.08 per share. Therefore, it is expected that there will not be any shares of Wyeth 2 Convertible Preferred Stock outstanding at the effective time of the merger, in which case, Pfizer will not create a new series of S2 Pure Convertible Preferred Stock and no such shares will be issued in connection with the merger. Prior to the redemption date, holders of Wyeth S2 Convertible Preferred Stock can clect to convert all or a portion of their holdings into Wyeth common stock Each share of Wyeth S2 Convertible Preferred Stock can be converted into 36 shares of Wyeth common cock for purposes of these unaudited pro forma condensed combined financial statements. Per has assumed holders of Wyeth 2 Convertible Preferred Stock will elect to convert their shares into Wyeth common stock prior to the redemption date since Plzer believes that election would be most favorable to such holders 8 of 15 b) The estimated consideration expected to be transfered reflected in these audited pro forma condensed combined financial statements does not purport to represent what the actual consideration transferred will be when the merger is consummated In accordance with SEAS No. 141R, as amended, the fair value of equity securities issued as part of the consideration transferred will be measured on the closing date of the merger at the then-current market price. This requirement will likely result in a pershare city componen different from the $13.16 assumed in these nudited pro forma condensed combined financial statements and at difference may be material. We believe that an increase or decrease by as much as 40% in the common stock price on the closing date of the merger from the common stock price assumed in these unaudited pro forma condensed combined financial statements is reasonably possible based upon the recent history of Pfizer's common stock price. A change of this magnitude would increase or decrease the consideration expected to be transferred by about 574 billion, which would be reflected in these usudited pro forma condensed combined financial statements as increase or decrease to goodwill 5. Estimate of Acts to be cauired and abilities to be med The followine sa preliminary estimate of the answers to be acquired and the abilities to be assumed by Pfizer in the merger, reconciled to the estimate of consideration expected to be transferred Book value of net assets acquired at December 31, 2008 $ 19,174 Adjusted for Elimination of existing goodwill and intangible assets (4684) Adjusted book value of niet assets acquired $ 14490 Adjustments to Inventorya) 4.600 Property, plant and equipment b) Identifiable intangible assets 50.900 Debeld) (134) Contingencies Taxes (19.322) Goodwillig) 11,201 Estimate of consideration expected to be transformed $ 62235 (a) As of the effective time of the merger, inventories are required to be measured at fair value, which Pfizer believes will approcimate net realizable value. Primer does not have detailed information at this time as to the specific finished goods on hand, the actual stage of completion of work-inprogress inventories (which inventories represent approximately 50% of total inventories, as disclosed in Wyeth's Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this pony statement prospectus) or the specific types and nature of raw materials and supplies. However, the fair valuation of memory should only result in an increase to pre-acquisition book value due to lower of cost or market requirements. This expectation is particularly true in the pharmaceutical industry where the selling price is significantly influenced by ownership of intellectual property and less by the costs associated with the manufacturing of the products. For these reason Prizer believes including a fair value step-padjustment for inventory is factually supportable and provides a reasonable indication of the adjustment that is likely to occur. Therefore, for purposes of these maudited pro forma condensed combined fancial statements, a fair value adjustment has been estimated by referencing selected acquisition transactions in the life science consumer and animal health sectors because such sectors are the sectors in which Wyeth operates) and relying on those inwentary valuation trends (b) As of the effective time of the merger property.plant and equipment is required to be measured at fair value, unless those assets are classified as held for sale on the action date. The acquired assets can include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use Pfizer does not have sufficient information at this time as to the specific mature, age.condition or location of the land, buildings, machinery and equipment, and construction-in-progress, as applicable and Per does not know the appropriate valuation premise, in use or in-exchange, as the valuation premise requires a certain level of knowledge about the assets being evaluated as well as a profile of the associated market participants. All of these elements comme differences between fair value and net 9 of 15 book value. For purposes of these wodited peo forma condensed combined inancial statements, Pfizer referenced selected acquisition transactions in the life science, consumer and animal health sectors because such sectors are the sectors in which Wyeth operates and observed that far valestments that increase property, plant and equipment can be significant and the estimated remingweful lives of the underlying at can range from 10 to 15 years Prize also noted that reductions to book value are possible. However, Plaser does not believe thas sufficient information at this time to provide an estimate of fair value or the associated adjustments to depreciation and amortization For each S1 billion of far value adjustment that changes property, plant and equipment, there could be a change in depreciation expense approssimating $100 million, assuming a weighted aveme useful life of 10 years () As of the effective time of the merger, identifiable intangible assets are required to be measured fair value and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these nedited pro forma condensed combined financial statements it is assumed that all assets will be used and that all acts will be used in a manner that represents the highest and best use of those assets, but it is not assumed that any market participant synergies will be achieved The consideration of synergies has been excluded because they are not considered to be fully supportable, which is a required condition for these pro forma adjustments The fair value of identifiable intangible assets is determined primarily using the income method which starts with a forecast of all the expected future net cash flows. Under the HSR Act and other relevant laws and regulations, there are significant limitations regarding what Plzer can learn about the specifics of the Wyeth intangible assets and any such process will take several months to complete. It is estimated that the number of distinct intangibles acquired could be in the hundreds At this time, Pfizer does not have sufficient information as to the mounting and risk of cash flows of all of these intangible assets, particularly those assetsseill in the research and development phase. Some of the more significant assumptions inherent in the development of intangible asset values, from the perspective of a market participant include: the amount and timing of projected future cash flowes (including revenue, cost of sales, research and development costs, sales and marketing expenses and working capital contributory set charges)the discount rate selected to measure the risks inherent in the future cash flows, and the assessment of the se's life cycle and the competitive trends impacting the asset, as well as other factors. However, for purposes of these wodited pro forma condensed combined financial statements and using publicly available information, such as historical product revenues Wyeth's cost structure, and certain other high-level assumptions, the fair value of the identifiable intangible assets and their weighted average useful lives have been estimated as follows Fetimated Value Developed technology - Snitc-lived S 30.9 billion 11 years Brands-finite-lived 33 billion 20 years Brands - indefinite-lived 50 billion NA In-process R&D-indefinite-lived 11.7 billion Unknown Total 50.9 billion Acquired in-process research and development assets are initially recognized at fair value and are classified as indefinite-lived assets until the successful completion or bandonment of the associated research and development efforts Accordingly, during the development period after the acquisition dute, these sets will not be amortised into camningsinstead these acts will be subject to periodic impairment testing. Upon successful completion of the development process for an acquired in process research and development project, determination as to the useful life of the asset will be made at that point in time, the asset would then be considered a finito lived intangible asset and Pfizer would begin to amortize the asset to coming These preliminary estimates of fair value and weighted average useful life will likely be different from the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements Once Pfizer has fail access to the specifics of the Wyeth intangible assets, additional insight will be gained that could impact the estimated total value signed to intangible assets (1) the estimated allocation of value between finite-lived and indefinite-wed intangible assets and or() the estimated weighted average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by variety of factors that may become known to us only upon access to additional information and or by changes in such factors that may occur prior to the effective time of the merger. These factors include but are not limited to the regulatory legislative, legal technological and competitive environments increased knowledge about these and or other elements 10 of 15 could result in a change to the estimated for value of the Wyeth intangible assets and or to the estimated weighted average useful lives from what we have assumed in these medited pro forma condensed combined financial statements. The combined effect of any such changes could then result in a significant increase or decrease to our estimate of associated amortization expense (d) As of the effective time of the merger, debt is required to be measured at far vale. The fair value of long-term debt is disclosed in Wyeth's 2008 Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this peony statement prospectus and this disclosure is the basis for the adjustment. Using publicly available information, the disclosed amount is believed to be reasonable () As of the effective time of the merger swept as specifically excluded contingencies are required to be measured at fair value, if the acquisition date fair value of the asset or liability ansing from a contingency can be determined. If the acquisition date fair value of the asset or liability cannot be determined the set or liability would be recognized at the acquisition date if both of the following criters were meti) it is probable that an asset excisted or that a liability had been incurred at the acquisition date, and in the amount of the asset or liability can be reasonably estimated. These criteria are to be applied using the guidance in SFAS No. 5. Accounting for Contingencies (SEAS 5) and FASB Interpretation No. 14 Reasonable Estimation of the most of Loss (FIN 14). As disclosed in Wyeth's 2008 Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this procy statement prospectus Wyeth is involved in various legal proceedings including product liability patient commercial environmental and antitrust matters, of a nature considered normal to its business. However, Pier does not have sufficient information to evaluate if the fair value of these contingencies can be determined and to value them under a fair value standard As required. Wyeth currently accounts for these contingencies under SFAS Sand FIN 14 In addition, Wyeth has recorded provisions for uncertain las positions. Income acces are exceptions to both the recognition and fair value measurement principles of SFAS No. 141. mended, they continue to be accounted for under the guidance of SFAS No. 109. Accounting for Income Taxes, as mended, and related interpretative guidance. As disclosed in Wyeth's 2008 Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this pracy statement prospects, these assessments sobre complex judgments about future events and rely on estimates and assumptions by management As of the effective time of the merger Price will provide deferred tastes and other tax adjustments as part of the accounting for the acquisition, primarily related to the estimated fair value adjustments for acquired inventory and intangibles (see Note & Pro Forma Agiustments, items and h) In addition, Pliner will provide deferred taxes on Wyeth's unremitted carnings for which no lases have been previously provided, as it is Pier's current intention to repatriate these earnings as opposed to permanently reinvesting them overseas. The amount of these deferred tuces, as calculated by Wyeth, is disclosed in Wyeth's 2008 Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this proxy statement prospectus, and this disclosure is the basis for Piers repatriation adjustment. The pro forma adjustment to record the effect of defemed toes was computed as follows de les Estimated fair value of identifiable intangible assets to be acquired $ 50,900 Estimated fair value adjustment of inventory to be acquired Estimated fair value adjustment of deltassumed Total estimated fair value adjustments of assets to be acquired and liabilities assumed 55,366 Deferred taxes associated with the estimated fair value adjustments of assets to be acquired and liabilities med, at 30 $ 16,611 Deferred tasan Wyeth's historical red carings 2,711 Estimated adjustment to deferred tas) 19,322 (134 Certain amounts may reflect rounding amants Represents an emate of the weighted average statutory tax rates in the various jurisdictions where the fair value adjustments may m) As calculated by Wyeth and disclosed in Wyeth's 2008 Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this proxy statement prospectus (m) Included in pro forms adjustments to Other assets, defend tases and deferred charges (540 million). Other current les 53212 million and Defined taxes" (516,150 million) 11 of 15 () Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the values assigned to the assets acquired and liabilities assumed Goodwill is not amortized 6. Pre Forma Adjustments This note should be read in conjunction with Note I. Description of Transaction, Note 2. Basis of Presentation, Note 4 Estimate of Consideration Expected to be Transferred, and Note 5. Estimate of Assets to be acquired and Liabilities to be Assumed. Adjustments included in the column under the heading "Tho Forma Adjustments represent the following (a) To adjust amortization expense to an estimate of intangible asset amortization, as follows (79) 2,809 Eliminate Wyeth's historical intangible et amortisation expense Estimated amortization expense of developed technology - finite-lived (estimated to be $309 billion over useful life of 11 years) Estimated amortization expense of brands - finite-lived (estimated to be $3.3 billion over useful life of 20 years) Estimated adjustment to intangible asset amortization coense (b) To record the following adjustments 165 2,895 1.534 Amortization of the fair value increase to det Additional expense on incremental debt to finance the merger Estimate of forgone interest income on the combined company's cash and cash equivalents and short-term investments used to effect the merger 808 Total 2.321 Reflects estimated interest expense on a combination of peament dele financing and hank financing under a used to fund the . On March 24, 2009, in connection with its financing of the merger Pfizer issued 13.5 billion of senior unsecured notes in a public offering. The debe securities are a combination of fixed and floating rate notes with five maternity tranches ranging from 2.30 years. The fived rate securities total 51225 bellion and have a weighted average coupon rate of 5.70% with individual coupon rates ranging from 4.456.7.2017. The floating rate notes total $1.25 billion and bear interest at onth LIBOR plus 195 basis points . On March 12, 2009. Pfizer entered into a $22.5 billion bridge te facility with certain lenders in connection with the financing of a portion of the merger consideration expected to be transferred in the merger. The bridge term facility has a tem of 364 days from the effective time of the merger and provides Pfer with secured financing in a total principal amount up to $225 billion. The bridge to facility is espected to be refinanced using proceeds obtained through permanent financing froissances of Pfizer debt and or equity securities Due to the ance of the $13.5 billion of senior secured notes, the commitments under the bridge term facility have been reduced in an amount equal to the net proceeds received by Pfizer from such issuance. For purposes of these sodited pro forma condensed combined financial statements. Per has assumed that it would bomos aproximately 59 billion available under the bridge term facility to partially fund the merger Pfizer estimates additional interestepense of $1.203 -allion based upon the $13.5 billion in permanent debt financing and appreciately 59 billion of assumed borrowings under the bridge term facility Puzer also assumed replacement of the bridge borrowings with permanent debt financing which is assumed to occur over the six months following the completion of the merger. The following assumptions were made 12 of 15 interest expense on the permanent debt financing was estimated using an assumed interest rate of 5.46% which is the weighted average coupon rate of the $13.5 billion fixed and floating rate debt securities issued on March 24, 2009, and interest expense on the bridge term facility was estimated using LIBOR in effect as of May 5, 2009, which was 1.01625%, plus an estimated margin of 300 basis points for the first three months after funding and 350 basis points for the next three months. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that Plizer would not incur extension fees associated with the bridge loan facility since Plizer does not expect to extend the maturity date of the bridge term facility. The fees that Pfizer will ultimately pay under the bridge term facility could vary significantly from what is assumed in these unaudited pro forma condensed combined financial statements, and will depend on the actual timing and amount of borrowings and repayments under the bridge term facility, and Pfizer's credit rating, among other factors. The interest that Pfizer will ultimately pay on the remaining approximately S9 billion of permanent financing can vary greatly from what is assumed in these unaudited pro forma condensed combined financial statements and will depend on the actual amount and mix of permanent debt:equity financing, the actual timing and maturity profile of any permanent debt financing issued the currency of any permanent debt financing issued, the actual fixed floating interest rate mix of any permanent debt financing and Pfizer's credit rating, among other factors. If the average interest rate achieved on the rentaining approximately 59 billion of permanent financing (assumed to be permanent debt financing) increases or decreases by 0.50% from the rate we have assumed in estimating the pro forma adjustment to interest expense, pro forma interest expense could increase or decrease by about $36 million If LIBOR were to increase or decrease by 0.125% from the rate that was assumed in estimating the pro forma adjustment to interest expense, pro forma interest expense could increase or decrease by about S2 million ** For purposes of these unauclited pro forma condensed combined financial statements. Pfizer estimated the forgone interest income of the combined company as follows: the loss of Wycth's cntirc interest income in 2008 of $467 million has been assumed, under the assumption that all of Wyeth's cash and short-term investments would be used to partially fund the merger and the loss of approximately $341 million of Pfizer's interest income on short-term investments has been assumed, under the assumption that a portion of these investments will be used to partially fund the merger. Pfizer's estimate is based on a weighted average annual interest rate realized in 2008 of 3.98% (c) To record an estimate of the tax impacts of the acquisition on the balance sheet and income statement, primarily related to the additional expense associated with incremental debt to finance the merger, estimated fair value adjustments for acquired inventory, intangibles and debt (see items a, b, e, h and ), repatriation decisions and the assumed utilization of deferred tax attributes, as applicable. Pfizer has assumed a 39% lax rate when estimating the tax impacts of the additional expense on incremental debito finance the merger since it is assumed that this expense would be incurred in the U.S. and taxed at the estimated combined effective U.S. federal statutory and state rate. Except for those tax impacts related to the incremental debt incurred to finance the merger. Pfizer has generally assumed a blended 30% tax rate when estimating the tax impacts of the acquisition. representing a weighted average estimate of the statutory tax rates in the various jurisdictions where these adjustments are reasonably expected to occur Pfizer believes that including an estimated blended tax rate is factually supportable in that it is derived from statutory rates and recognizes that Wyeth is a large multinational corporation with operations in most countries of the world. The effective tax rate of the combined company could be significantly different (either higher lower) depending on post-acquisition activities, including repatriation decisions, cash needs and the geographical mix of 1, 13 of 15 (d) To record the cash portion of the merger consideration stated to be 544.707 illion The cash is expected to be sourced from a combination of permanent debt financing and bank financing (522.500 million available cash and cash equivalents (510,016 million) and the sale or redemption of certain short-term investments ($12,191 million) (e) To adjust acquired inventory to estimate of fair value. Pfizer's cost of sales will reflect the increased valuation of Wyeth's inventory as the acquired inventory is sold, which for purposes of these nudited pro forma condensed combined financial statements is assumed well occur within the first year post-acquisition There is no continuing impact of the acquired inventory adjustment on the combined operating results and as such is not included in the unnudited pro forma condensed combined statement of income To adjust goodwill to an estimate of acquisition-date goodwill as follows: Eliminate Wyeth's historical goodwill Estimated transaction goodwill Total $(4.362) 11,701 7,439 To adjust intangible asets (including in proces research and development intangibles) to an estimate of fair value, as follows: Eliminate Wyeth's historical intangibles (422) Estimated fair value of intangible assets acquired 50.900 Total $ 50,478 (h) To record the debt incurred by Pixer to effect the merger and to adjust Wyeth's debt to an estimate of fair value, as follows Establish incremental borrowings to effect the merger" $ 22,500 Estimated fair value increase todele med 134 Total 22,634 * Reflects the public offering of long-term debe that was issued on March 24, 2009, to finance a portion of the consideration expected to be transferred by Pfizer in the merger and assumed borrowings of approximately 59 billion under a bridge term facility . On March 24, 2009. in comection with its financing of the merger, Pfizer issued 13.5 billion of senior unsecured notes in a public offering The debt securities are a combination of fixed and floating rate notes with frestaitytranches ranging from 3.30 years and have a weighted average life of 10:26 years . On March 12, 2009. Per entered into a 5225 billion bridge to facility with certain lenders in connection with the financing of a portion of the merger consideration expected to be transferred in the merger. The bridge term facility has a term of 364 days from the effective time of the merger and provides Pfer with secured financing in a total principal amount up to $225 billion. The bridge term facility is erected to be refinanced using proceeds obtained through permanent financing from issuances of fine debt and or equity securities Due to the issuance of the 5135 billion of senior secured notes, the commitments under the bridge term facility have been reduced in most equal to the net proceeds received by Pfizer from such issue. For purposes of the united pro forma condensed combined balance sheet. Priser has assumed that it would borrow appreciately $9 billion available under the bridge term facility to partially find the merger. In the unaudited pro forma condensed combined balance sheet the bomowies under the bridge term facility are presented as long-term det under the assumption that Pfizer has the intent and ability to replace the bridge term facility with permanent, long-term debe financing 14 of 15 To record the stock portion of the merger consideration, at per, and to eliminate Wyeth's common stock, at por, as follows Eliminate Wyeth common stock Issuance of Puzer common stock Total (378) To record the stock portion of the merger comideration, as far value les per and to eliminate Wyeth's additional Eliminate Wyeth additional paid in capital Issuance of Pfizer common stock Total $ (7.483) 17.462 9.979 (k) To eliminate Wyeth's retained carings as follows: Eliminate Wyeth retained camings (12.869) To eliminate Wyeth's accumulated other comprchensive expense. The usudited pro forma condensed combined Financial statements do not presenta combined dividend per share amount On March 3, 2009. Pfizer paid a first quarter 2009 dividend of 50 32 per share of common stock In January 2009. Pfizer announced that effective with the dividend to be paid in the second quarter of 2009, its quarterly dividend per share of common stock will be reduced to S0.16 (50.80 per share of common stock mlied for 2009). Following the first quarter of 2009 Priser will not declare or pay a quarterly dividend in excess of SO 16 per share of common stock prior to consummation of the merger and any future payment of Planet's quarterly dividend is subject to future approval and declaration by the Pfizer board of directors on March 2009. Wyeth paid a first quarter dividend of 5030 per share of common stock ($1.20 per share of common stock annualized). Wyeth will not declare or pay a quarterly dividend in eccess of $0.30 per share of common stock prior to consummation of the merger and any future payment of Wyeth's quarterly dividend is subject to future approval and declaration by the Wyeth board of directors. The dividend policy of Prize following the merger will be determined by the Pfizer board of directors following the merger The unaadited pro forma combined basic and diluted eamings per share for the period presented are based on the combined basic and diluted weighted average shares. The historical basis and diluted weighted average shares of Wyeth were assumed to be replaced by the shares espected to be issued by Pia to effect the merger The unaudited pro forma condensed combined financial statements do not reflect the expected realization of annual cost savings of S4 billion by 2012. These savings are expected in selling informational and administrative functions, research and development and manufacturing. Although Pfizer management expects that cost savings will result from the merger, there can be no assurance that these cost savings will be achieved. The waited pro forma condensed combined financial statements do not reflect estimated restructuring and integration charges associated with the expected cost savings, which could be in the range of approximately 56 to 58 billion dollars and which will be expensed as incurred 15 of 15 PFIZER AND WYETH UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro foma condensed combined statement of income combines the historical consolidated statements of income of Pfizer and Wyeth, giving effect to the merger as if it had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of Pfizer and Wyeth, giving effect to the merger as if it has occurred on December 31, 2008. The historical consolidated inancial infomation has been aljusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the merger. (2) factually supportable. (3) with respect to the statement of income. expected to have a continuing impact on the combined results. The unalidited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the: separate historical financial statements of Pfizer as of and for the year ended December 31, 2008 and the related notes included in Plizer's Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this proxy statement prospectus, and separate historical financial statements of Wyeth as of and for the year ended December 31, 2008 and the related notes included in Wyeth's Annual Report on Fonn 10-K for the year ended December 31, 2008, which is incorporated by reference into this proxy statement prospectus. The unaudited pro forma condensed combined financial information has been presented for informational purposes only The pro forma information is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. There were no material transactions between Pfizer and Wyeth during the priods presented in the unaudited pro forma condensed combined linancial statements that would need to be eliminated. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or GAAP standards, which are subject to change and interpretation. Plzer has been treated as the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing waudited pro forma condensed combined inancial infomation. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company's future results of operations and linancial position. The inaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger or the costs to integrate the opcrations of Pfizer and Wycth or the costs necessary to achicve these cost savings, operating synergies and revenue chancements. 3 of 15 Unaudited Pro Forma Condensed Combined Statement of Income For the Year Ended December 31, 2008 $ 8.296 22.834 71,130 8112 5.900 140 21,079 11.254 32309 Se 31 Billa Revenues Cost and expenses Cost of sales Selling informational and administrative expenses Research and development expenses Amortization of intangibles Acquisition related in process Touch and development charges Restructuring charges and acquisticated costs Other deduction Income from continuing operations before prior taxes come minority interests and cumulative effect of a change in ting principles Provision for taxes on income Minority interests Income from continuing operations we 2321 216) (1,702 10 18 | | :|: |:|: 6353 1920 20 4.418 3:14) 8930 3:31 Income from continuing operations per comen-busie Income fire continuing operations per comed Weighted average share used to calculate canings per consument Basic Diluted 1,330 1359 8,000 8062 Cash dividends paid per common share 114 See the accompanying notes to the site profeconde combined Social mes, which are an integral part of these statements. The proceme adjustments are explained in Ne Pro Forms beginning on page 35 4 of 15 L'audited Pro Forma Condensed Combined Balance Sheet As of December 31, 2018 Preos Adjustments Cabled 10.016 (10.016) (12,191) 2.122 13,947 12,505 3.57 5034 (1.190) 11977 6137 ASSETS Cash and cash equivalents Short-term investments Accounts receivable less allowance for Gube Short-term loans Inventories Taxes and other current Acted for sale Total currents Long-term investments and an Property, plant and equipment, les sociated depreciation Goodwill Identifiable intangible less accumulated Other assets, defends and deferred changes Total assets (18,797) 1140 47,760 11.473 24 33.165 17,721 40 ) 39.100 $ 1.1 8.831 19:00 GLOR 913 10,233 59,320 1.750 2150 3.00 1165 31 2,199 2.077 2.09 16.30 35881 8576 11,456 27009 6250 10:30 1.601 22.04 ) 4235 1.601 LIABILITIES AND STOCKHOLDERS EQUITY Short-term borowings Accounts payable Dividendal Income taxes payable Acord compensation and related items Other current liabilities Tal current liabilities Long-term date Pension benefits Postretirement benefit obligations Defend taxes Other taxes payable Other reliabilities Total liabilities Minority interests Preferred stock Common stock Additional paid in capital Employee benefit trust Treasy stock Retained coming Accumulated other comprehensive incepere) Total desequity Total liabilities and stockholders' equity 213 1.ses 16.150 3.380 19.322 8,073 5063 118990 20 246 10,806 90 184 13 378) 539) 2010 509 87,745 (425) (57.191) 29,140 (4.500) 15.084 1943.00 (12.869) 1.622 (1.622) ST556 $ 1111 LOR 39.100 See the accompanying notes to the united pro forma condensed combined Sanitatements, which are an integral part of these statements. The procemedjustments are plained in 6 Pro Forme beginning on page 35 5 of 15 NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 1. Description of Transaction On January 25, 2009, Pfizer and Wycth entered into the merger agreement, pursuant to which, subject to the terms and conditions set forth in the merger agreement. Wyeth will become a wholly-owned subsidiary of Pfizer. Upon completion of the merger, each share of Wyeth common stock issued and outstanding will be converted into the right to receive, subject to adjustment under limited circumstances, a combination of $33.00 in cash, without interest, and 0985 of a share of Plizer common stock in a taxable transaction. Pfizer will not issue more than 19.9% of its outstanding common stock at the acquisition date in connection with the merger. The exchange ratio of 0.985 of a share of Pfizer common stock will be adjusted if the exchange ratio would result in Pfizer issuing in excess of 19.9% of its outstanding common stock as a result of the merger. In this circumstance, the exchange ratio will be reduced to the minimum extent necessary so that the number of shares of Pfizer common stock issued or issuable as a result of the merger will cqual 19.9% of its outstanding common stock and the cash portion of the merger consideration will be increased by an equivalent value (based on the volume weighted average price of Pfizer common stock for the five consecutive trading days ending two days prior to the effective time of the merger, as such prices are reported on the NYSE Transaction Reporting System). Plizer and Wyeth currently do not anticipate that any adjustment to the exchange ralio will be required. Accordingly. Plizer does not believe that a potential adjustment to the merger consideration as described above will have a material effect on the pro forma financial statement balances Each outstanding Wyeth stock oplion, whether or not then vested and exercisable, will become Lully vested and exercisable immediately prior to and then will be canceled at the effective time of the merger, and the holder of such option will be entitled to receive as soon as practicable after the effective time of the merger hut in no event later than ten business days following the effective time of the merger an amount in cash, without interest and less any applicable tax to be withheld, equal to (1) the excess, if any, of the per share value of the merger consideration to be received by holders of Wyeth common stock in the merger over the per share excrcise price of such Wycth stock option multiplied by (11) the total number of shares of Wycth common stock underlying such Wyeth stock option, with the aggregate amount of such payment rounded up to the nearest cent. If the per share exercise price of any Wyeth stock option is equal to or greater than the per share value of the merger consideration, then the stock option will be canceled without any payment to the stock option holder Also at the effective time of the merger, each outstanding share of restricted stock each outstanding DSL and each outstanding RSU, including cach outstanding performance share unit award (bul excluding cerlain RSUs that constituto Jelented compensation, as discussed below), will become Cully vested and then will be canceled and converted into the right to receive an aniount in cash equal to the per share value of the merger consideration in respect of each share of Wyeth common stock into which the vested portion of such outstanding restricted stock. DSU and RSU award, as applicable, would otherwise be convertible (except that with respect to any performance share unit award which by the terms of the award agreement pursuant to which it was granted provides for a lesser percentage of such performance share unit award to become vested upon the effective time of the merger, such performance share unit award will only become vested as to such percentage with the remaining unvested portion being canceled without payment)). These cash amounts will be paid out as soon as practicable after the effective time of the merger but in no event later than ten business days following the effective time of the merger in accordance with the terms of the applicable plans. However, at the effective time of the merger, cach 409A RSU will, as of the effective time of the merger, become a vested right to receive the merger consideration in respect of each share of Wyeth common stock into which such 409A RSU would otherwise be convertible. Such merger consideration will be deposited into a grantor trust in which the cash portion of the merger consideration will accrue interest at a designated market rate the portion of the merger consideration that is Pfizer common stock will accrue dividends in the form of additional shares of Pfizer common stock in the same amount and at the same time as dividends are paid on Pfizer common stock, and all of these amounts will be paid out in accordance with the applicable payment schedules provided for under the applicable deferred payment terms of such 409A RSUS Tor purposes of these unaudited pro forma condensed combined financial statements, it is assumed that there are no RSU awards that cannot be immediately settled due to tax law restrictions Upon completion of the merger, each share of Wyeth $2 Convertible Preferred Stock issued and outstanding immediately prior to completion of the merger will be converted into the right to receive one share of a new series of Pfizer preferred stock having the same powers, designations, preferences and rights to the fullest extent practicable) as the shares of the Wyeth $2 Convertible Preferred Stock. n April 23. 2009, Wyeth announced that, pursuant to a