--Issuer Default Rating (IDR) at 'A+'

--Senior unsecured debt at 'A+';

--Bank loan at 'A+';

--Short-term IDR at 'F1';

--Commercial paper at 'F1'.

The Rating Outlook is Stable. The ratings apply to approximately $38.6 billion in outstanding debt.

Acquisition Debt Winds Down

Pfizer has reduced outstanding debt by over $10 billion since the $68 billion acquisition of Wyeth in October 2009. Pacing the long-term debt maturity schedule, total debt leverage and adjusted debt leverage have fallen to 1.31 times (x) and 1.39x, respectively, for the latest 12 month (LTM) period ending 1 July 2012.

Fitch believes that total debt leverage will remain steady through 2013 concomitant with operational pressures from expiring drug patents offset by a further decrease in the debt level from payment of maturing securities. Potential upside to the rating would result from accelerated debt repayment utilizing strong cash flow or proceeds from asset divestitures, resulting gross debt-to-EBITDA below 1.3x.

Patent Cliff Easing

Pfizer is in the midst of a period of significant patent losses that includes the U.S. patent expiration of the world's once best-selling pharmaceutical Lipitor in November 2011. In the first half of 2012 alone, Lipitor sales have eroded by nearly $2.4 billion due to generic drug inroads. Looking out three years, the company's patent cliff is appreciably less daunting given only 14.5% of the company's drug portfolio is at-risk of losing market exclusivity, including the potential loss of market exclusivity for two of its five-bestselling medicines - Celebrex and Enbrel - in 2014. Excluding discontinued operations, Fitch expects revenues to moderate to around $60 billion in 2012 and hover at $54 billion thereafter, excluding the Zoetis Inc. (Zoetis) animal health business, with a compound annual revenue growth rate (CAGR) in 2013 to 2016 at 0.3%. Beyond 2014, the next significant U.S. drug patent expiration is Lyrica in December 2018.

Strong Cash Flow Sustained

Fitch believes that Pfizer will continue to generate superior cash flow despite the top-line pressures from key drug patent exclusivity lapses and expects that operating cash flow will remain above $18 billion through the intermediate term. Pfizer generated free cash flow (operating cash flow less dividends and capital spending) of $8.5 billion generated in the LTM period ending July 1, 2012, representing a strong margin of 13.3%. Fitch sees free cash flow margins above 17% over the next few years despite an increasing dividend.

A cash balance and short-term investments totaling $24.3 billion and long-term investments of $10.5 billion at the end of the second quarter provide further liquidity. The company also had lines of credit totaling $9.1 billion at the end of the second quarter, of which $8.3 billion were unused. Unused lines of credit of $7 billion that expire in 2016 backstop the company's $12 billion commercial paper program. Pfizer has outstanding commercial paper of $2.7 billion at the end of the second quarter.

Margins Supported by Cost Cutting

Fitch recognizes Pfizer's success in extracting costs via organizational restructuring and integration synergies undertaken since 2005, which have benefited margins despite revenue and earnings pressures from the maturing drug portfolio. Accordingly, EBITDA and EBITDAR margins have increased to 45.9% and 46.5%, respectively, for the LTM period ending 1 July 2012 from 44.6% and 45.2% in 2011, and 43.8% and 44.4% in 2010.

Fitch is most concerned with Pfizer's ability to further moderate costs during the second half of 2012, mainly to mitigate the anticipated dramatic fall in Lipitor sales from generic drug competition. Fitch expects moderate compression in margins in 2013 from the current level due to annualizing the Lipitor patent loss, but more meaningful tightening in 2014 from the patent expires of Celebrex and Enbrel.

R&D Spending Drop Parallels Expectations

Pfizer realigned the R&D organization starting in early 2011 to focus on the primary therapeutic areas: immunology and inflammation, oncology, cardiovascular and metabolic diseases, neuroscience and pain, and vaccines. In conjunction, the company set a target to reduce overall spending to $6.5 billion to $7 billion in 2012 (on an adjusted basis), a level below that at Pfizer alone prior to the Wyeth purchase. Over the LTM period at the end of the second quarter, Pfizer spent $7.8 billion on R&D, which represented 12.2% of total revenues. In the first half of 2012, research investment fell to $3.4 billion or 11.3% of company revenues.

Despite the cost cutting, Pfizer has launched three new oncology therapies - Xalkori, Inlyta, and Bosulif - over the past year or so. The recent approval of specialty medicines is a testament to increased research focus on oncology; however, Pfizer still has two highly promising primary care drugs nearing authorization in the U.S. - Eliquis for stroke prevention, and tofacitinib for the oral treatment of rheumatoid arthritis.

Shareholder-Friendly Actions Absorbed

Pfizer's cash flow generation supports its renewed aggressive shareholder-friendly activities after a respite following the Wyeth acquisition. The company first directs capital to share repurchases and uses the return on investment from the buybacks as a measuring stick for bolt-on acquisition activity. In the first half of 2012, Pfizer bought back $3 billion in common equity with the expectation to purchase $5 billion for the full year after purchasing $9 billion of shares during 2011. Additionally, dividends rose at least 10% annually over the past two years to a goal of an average payout ratio of 40% by 2013. Aggressive shareholder-friendly actions can be absorbed by the predicted strong cash flow, in Fitch's opinion.

Guidelines for Further Rating Actions

Positive rating action would be warranted if Pfizer significantly reduces gross leverage via debt reduction in excess of the long-term debt maturity schedule or sustained strong operational performance through the current patent cliff. Gross debt leverage maintained in the range of 1.0x to 1.3x would lead to positive rating action. Proceeds from the sale of the nutrition business and potential spinout of Zoetis directed toward debt reduction would positively affect the rating.

Downward rating action would result from pressure on the operations such that debt reduction efforts are compromised. Operational weakness could stem from lower-than-anticipated results from cost containment initiatives or poorer-than-expected sales performance in light of the maturing drug product portfolio. A transaction in the midst of the patent cliff that places pressure on gross leverage would negatively affect the rating.

Additional information is available at 'www.fitchratings.com'. The ratings above were unsolicited and have been provided by Fitch as a service to investors.

Applicable Criteria and Related Research:

--'Rating Pharmaceutical Companies - Sector Credit Factors' dated Aug. 9, 2012;

--'Corporate Rating Methodology', dated Aug. 8, 2012.

Applicable Criteria and Related Research:

Rating Pharmaceutical Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684459

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE.