Exhibit 99.4

PFIZER INC. AND WYETH
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

On October 15, 2009, Pfizer Inc. (“Pfizer”) completed its acquisition of Wyeth and as a result of the acquisition, Wyeth became a wholly owned subsidiary of Pfizer.  Pfizer and Wyeth began joint operations on October 16, 2009.  The unaudited pro forma condensed combined statements of income for the fiscal year ended December 31, 2008 and for the six months ended June 28, 2009 combine the historical consolidated statements of income of Pfizer and Wyeth, giving effect to the merger of Wyeth and Wagner Acquisition Corp., a wholly owned subsidiary of Pfizer, as if it had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet as of June 28, 2009 combines the historical consolidated balance sheets of Pfizer and Wyeth, giving effect to the merger as if it had occurred on June 28, 2009. The historical consolidated financial information has been adjusted 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, and (3) with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited 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 Pfizer’s Annual Report on Form 10-K for the year ended December 31, 2008;

•        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 Form 10-K for the year ended December 31, 2008;

•        separate historical financial statements of Pfizer as of and for the six months ended June 28, 2009 and the related notes included in Pfizer’s Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2009; and

•        separate historical financial statements of Wyeth as of and for the six months ended June 30, 2009 and the related notes included in Wyeth’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

For ease of reference, all pro forma statements use Pfizer’s period-end date and no adjustments were made to Wyeth’s reported information for its different quarter-end date.

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 periods presented in the unaudited pro forma condensed combined financial 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 (“GAAP standards”), which are subject to change and interpretation. Pfizer 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 included herein are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information, and may be revised as additional information becomes available and as additional analyses are performed. Differences between the preliminary estimates reflected in these unaudited pro forma condensed combined financial statements and the final acquisition accounting will likely 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 financial position.

PFIZER INC. AND WYETH
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

Pfizer is required to divest certain animal health assets in connection with the regulatory approval process associated with its acquisition of Wyeth.  Pfizer has entered into an agreement with Boehringer Ingelheim under which Boehringer Ingelheim will acquire certain products, research and manufacturing facilities located in Fort Dodge, Iowa, as well as related assets and intellectual property, primarily from Wyeth’s Fort Dodge Animal Health portfolio in the U.S. and Canada.  The products primarily include cattle and small animal vaccines and some animal health pharmaceuticals.  Boehringer Ingelheim has also agreed to acquire certain animal health assets in other jurisdictions, including companion animal vaccines in Australia, and cattle vaccines in the European Union and South Africa, all of which are primarily manufactured at the Fort Dodge, Iowa site.  Pfizer has not yet identified a buyer for certain other animal health assets in the European Union, Switzerland, Mexico, China, and Australia that are also required to be divested.  Pfizer does not believe the operations to be divested are material to the unaudited pro forma condensed combined financial statements.  Accordingly, the unaudited pro forma condensed combined financial statements do not reflect the divestitures of the animal health assets to be made in connection with the regulatory approval process associated with Pfizer’s acquisition of Wyeth.

Also, the unaudited 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, the costs to integrate the operations of Pfizer and Wyeth or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2008

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, which are an integral part of these statements.  The pro forma adjustments are explained in Note 6. Pro Forma Adjustments.

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 28, 2009

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, which are an integral part of these statements.  The pro forma adjustments are explained in Note 6. Pro Forma Adjustments.

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET
AS OF JUNE 28, 2009

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, which are an integral part of these statements.  The pro forma adjustments are explained in Note 6. Pro Forma Adjustments.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

1.  Description of Transaction

On October 15, 2009, pursuant to the Agreement and Plan of Merger, dated as of January 25, 2009 and amended on September 30, 2009 (the “merger agreement”), by and among, Pfizer, Wagner Acquisition Corp., a wholly owned subsidiary of Pfizer, and Wyeth, Pfizer acquired Wyeth for consideration of approximately $68 billion, which includes Pfizer common stock valued at approximately $23 billion and cash of approximately $45 billion.  Pfizer and Wyeth began joint operations on October 16, 2009.  

With certain limited exceptions, each share of Wyeth common stock issued and outstanding immediately prior to the consummation of the merger, was converted into the right to receive a combination of $33.00 in cash, without interest, and 0.985 of a share (the “exchange ratio”) of Pfizer common stock (the “merger consideration”) in a taxable transaction.

Each outstanding Wyeth stock option, whether or not vested and exercisable, became fully vested and exercisable immediately prior to, and then was canceled at, the effective time of the merger, and the holder of such option became entitled to receive 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 an amount in cash, without interest and less any applicable tax to be withheld, equal to (i) the excess, if any, of the per share value of the merger consideration received by holders of Wyeth common stock in the merger over the per share exercise price of such Wyeth stock option multiplied by (ii) the total number of shares of Wyeth common stock underlying such Wyeth stock option, with the aggregate amount of such payment rounded up to the nearest cent. The per share value of the merger consideration is equal to the sum of (x) the cash portion of the merger consideration, plus (y) the market value of the stock portion of the merger consideration (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), or $49.58. If the per share exercise price of any Wyeth stock option was equal to or greater than the per share value of the merger consideration, then the stock option was 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 deferred stock unit (“DSU”) and each outstanding restricted stock unit (“RSU”), including each outstanding performance share unit award (but excluding certain RSUs that constitute deferred compensation, as discussed below), became fully vested and was canceled and converted into the right to receive an amount 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 only became 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, each outstanding RSU that constitutes deferred compensation under Section 409A of the Internal Revenue Code (“409A RSU”), as of the effective time of the merger, became 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 was deposited in 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. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that there were no RSU awards that could not be immediately settled due to tax law restrictions.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

The merger agreement provides that, upon completion of the merger, each share of Wyeth $2 Convertible Preferred Stock issued and outstanding immediately prior to completion of the merger was to 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. Pursuant to a request from Pfizer made in accordance with the terms and conditions of the merger agreement, all of Wyeth’s outstanding $2 Convertible Preferred Stock that was not previously converted to Wyeth common stock at the option of the holders of such stock was redeemed by Wyeth, effective July 15, 2009, at a redemption price of $60.08 per share. At the effective time of the merger, the outstanding shares of Wyeth common stock included the shares of Wyeth common stock issued as a result of the conversion of the Wyeth $2 Convertible Preferred Stock into Wyeth common stock. Since there were no shares of Wyeth $2 Convertible Preferred Stock outstanding at the effective time of the merger, Pfizer did not create or issue a new series of $2 Pfizer Convertible Preferred Stock in connection with the merger.

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. For ease of reference, all pro forma statements use Pfizer’s period-end date and no adjustments were made to Wyeth’s reported information for its different quarter-end date. Certain reclassifications have been made to the historical financial statements of Wyeth to conform with Pfizer’s presentation, primarily related to the presentation of amortization expense of intangible assets, acquisition-related in-process research and development charges, restructuring charges, net interest income, noncontrolling interests, 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 $105 million.  

Pfizer is required to divest certain animal health assets in connection with the regulatory approval process associated with its acquisition of Wyeth.  Pfizer has entered into an agreement with Boehringer Ingelheim under which Boehringer Ingelheim will acquire certain products, research and manufacturing facilities located in Fort Dodge, Iowa, as well as related assets and intellectual property, primarily from Wyeth’s Fort Dodge Animal Health portfolio in the U.S. and Canada.  The products primarily include cattle and small animal vaccines and some animal health pharmaceuticals.  Boehringer Ingelheim has also agreed to acquire certain animal health assets in other jurisdictions, including companion animal vaccines in Australia, and cattle vaccines in the European Union and South Africa, all of which are primarily manufactured at the Fort Dodge, Iowa site.  Pfizer has not yet identified a buyer for certain other animal health assets in the European Union, Switzerland, Mexico, China, and Australia that are also required to be divested.  Pfizer does not believe the operations to be divested are material to the unaudited pro forma condensed combined financial statements.  Accordingly, the unaudited pro forma condensed combined financial statements do not reflect the divestitures of the animal health assets to be made in connection with the regulatory approval process associated with Pfizer’s acquisition of Wyeth.

The unaudited pro forma condensed combined financial information was prepared under existing U.S. GAAP standards, which are subject to change and interpretation.

The acquisition method of accounting under existing U.S. GAAP standards requires, among other things, that most assets acquired and liabilities assumed be 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, the consideration transferred is measured at the closing date of the merger at the then-current market price.  

Fair value is defined under existing U.S. GAAP standards 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 be 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, 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.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

Accordingly, 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. Financial statements and reported results of operations of Pfizer issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Wyeth.

Acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the acquired 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. Total advisory, legal, regulatory and valuation costs expected to be incurred by Pfizer are estimated to be approximately $170 million, of which Pfizer estimates $41 million has been paid in the six months ended June 28, 2009, and are reflected in these unaudited pro forma condensed combined financial statements as a reduction to cash and retained earnings. 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. These costs will be expensed as incurred. The unaudited pro forma condensed combined financial statements do not reflect anticipated acquisition-related transaction costs to be incurred by Wyeth, which are estimated to be approximately $135 million.

3.   Accounting Policies

As a result of the continuing review of Wyeth’s accounting policies, Pfizer may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements. At this time, Pfizer is not aware of any differences that would have a material impact on the combined financial statements. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.

4.   Consideration Transferred

In accordance with existing GAAP standards, the fair value of Pfizer’s common stock issued as part of the consideration transferred was measured on the closing date of the merger at the then-current market price multiplied by the exchange ratio.  Within a few days following the effective time of the merger, a final determination of the number of shares of Wyeth common stock issued and outstanding and other equity interests entitled to receive consideration is expected to be completed, and, at that time, additional shares of Pfizer common stock or cash may be issued to Wyeth stockholders.  

Certain amounts may reflect rounding adjustments.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

(a)    The merger agreement provides that, upon completion of the merger, each share of Wyeth $2 Convertible Preferred Stock issued and outstanding immediately prior to completion of the merger was to 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. Pursuant to a request from Pfizer made in accordance with the terms and conditions of the merger agreement, all of Wyeth’s outstanding $2 Convertible Preferred Stock that was not previously converted to Wyeth common stock at the option of the holders of such stock, was redeemed by Wyeth, effective July 15, 2009, at a redemption price of $60.08 per share. At the effective time of the merger, the outstanding shares of  Wyeth common stock included the shares of Wyeth common stock issued as a result of the conversion of the Wyeth $2 Convertible Preferred Stock into Wyeth common stock.  Since there were no shares of Wyeth $2 Convertible Preferred Stock outstanding at the effective time of the merger, Pfizer did not create or issue a new series of $2 Pfizer Convertible Preferred Stock in connection with the merger.

5.   Estimate of Assets Acquired and Liabilities Assumed

A preliminary estimate of the assets acquired and the liabilities assumed by Pfizer in the merger, reconciled to the consideration transferred is provided below.  The final valuation of net assets acquired, using acquisition date assets and liabilities, is expected to be completed as soon as possible after the acquisition date.  

As of the effective time of the merger, inventories are required to be measured at fair value, which Pfizer believes will approximate net realizable value.

Pfizer is just beginning to evaluate the nature, amount and type of inventory on hand at the acquisition date.  Prior to the acquisition date, Pfizer only had information as to the nature of the inventory as of a preliminary date, such as specific finished goods on hand, the actual stage of completion of work-in-progress inventories or the specific types and nature of raw materials and supplies, and this preliminary information may not be reflective of the nature, amount and type of inventory on hand as of the acquisition date.

For purposes of these unaudited pro forma condensed combined financial statements, a fair value adjustment to inventory has been estimated by obtaining a high-level understanding of the nature, amount and type of Wyeth inventory as of March 31, 2009.  The estimated step-up is preliminary, subject to change and could vary materially from the actual step-up calculated after the effective date of the merger.  In addition, Pfizer also compared the preliminary estimate to other transactions within the industry and found the results to be within a reasonable range.  Given the typical margins expected of a pharmaceutical product, Pfizer believes including a fair value step-up adjustment for inventory is factually supportable and provides a reasonable indication of the adjustment that is likely to occur.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

Because Pfizer had limited access to Wyeth information until the effective date of the merger and because fair value will have to be calculated for inventory existing as of the effective date of the merger, for purposes of these unaudited pro forma condensed combined financial statements, the estimated fair value adjustment to inventory is preliminary and subject to change once Pfizer completes its analyses of additional information that has become available to Pfizer after consummation of the merger, and could vary materially from the actual fair value adjustment calculated as of the effective date of the merger.  However, Pfizer believes, to the best of its knowledge, that the estimates are reasonable estimates of fair value at the time this unaudited pro forma condensed combined financial information was prepared.

(b)     The components of the estimated increase to fair value for acquired property, plant and equipment are as follows:

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 acquisition date. Fair value can be determined in a variety of ways depending on the nature of the asset and the quality of available information, but, generally, land is valued by referencing relevant sales transactions of comparable property and all other property, plant and equipment assets are measured by determining the cost to replace the asset with another asset of similar utility, with the income approach and/or market approach used where possible for validation.

Pfizer is just beginning to evaluate the specific nature, age, condition or location of the land, buildings, machinery and equipment, and construction-in-process acquired as of the merger date.  Prior to the acquisition date, Pfizer only had preliminary information as to the specific nature, age, condition or location of the land, buildings, machinery and equipment, and construction-in-progress, as applicable, and Pfizer does not know the appropriate valuation premise, value-in-use or value-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 can cause differences between fair value and net book value.

For purposes of these unaudited pro forma condensed combined financial statements, a fair value adjustment to property, plant and equipment has been estimated by obtaining a high-level understanding of the nature, amount and type of Wyeth property, plant and equipment as of March 31, 2009 and using a value-in-use valuation premise.  The estimated step-up and estimated useful lives are preliminary, subject to change and could vary materially from the actual step-up calculated and useful lives determined after the effective date of the merger.  In addition, Pfizer also compared the preliminary estimate to other transactions within the industry and found the results to be within a reasonable range.

Because Pfizer had limited access to Wyeth information until the effective date of the merger, for purposes of these unaudited pro forma condensed combined financial statements, the estimated fair value adjustment to property, plant and equipment and the estimated useful lives are preliminary, subject to change once Pfizer completes its analyses of additional information that has become available to Pfizer after consummation of the merger, and could vary materially from the actual fair value adjustment calculated and the useful life determined as of the effective date of the merger.  However, Pfizer believes, to the best of its knowledge, that the estimates are reasonable estimates of fair value and useful life at the time this unaudited pro forma condensed combined financial information was prepared.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

(c)  The components of the estimated fair value of acquired identifiable intangible assets are as follows:

As of the effective time of the merger, identifiable intangible assets are required to be measured at 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 unaudited pro forma condensed combined financial statements, it is assumed that all assets will be used and that all assets 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 factually 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 Hart-Scott-Rodino-Antitrust Improvements Act of 1976, as amended, and other relevant laws and regulations, there were significant limitations regarding what Pfizer could learn about the specifics of the Wyeth intangible assets prior to the consummation of the merger and any such process will take several months to complete. It is estimated that the number of distinct intangible assets acquired could be in excess of one hundred.

At this time, Pfizer is just beginning to collect complete information as to the amount, timing and risk of cash flows of all of these intangible assets, particularly those assets still 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 flows (including revenue, cost of sales, research and development costs, sales and marketing expenses, and working capital/contributory asset charges); the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset, as well as other factors. However, for purposes of these unaudited pro forma condensed combined financial statements, and using information to which we were granted access as well as publicly available information, such as historical product revenues, Wyeth’s cost structure, and certain other high-level assumptions, Pfizer believes the preliminary estimates of fair value of the identifiable intangible assets and their weighted-average useful lives provide a reasonable indication of the adjustment that is likely to occur.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

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. Now that the merger is completed, Pfizer has full access to the specifics of the Wyeth intangible assets, and additional insight will be gained that could impact (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) 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 a variety of factors, which include but are not limited to the regulatory, legislative, legal, technological and competitive environments. Increased knowledge about these and/or other elements could result in a change to the estimated fair value of the Wyeth intangible assets and/or to the estimated weighted-average useful lives from what we have assumed in these unaudited pro forma condensed combined financial statements. The combined effect of any such changes could then also result in a significant increase or decrease to our estimate of associated amortization expense.

Pfizer believes that a fair value will be determinable for many of the environmental matters and does not expect those adjustments to be significant.  With respect to legal contingencies, the access to information prior to the acquisition date has been more limited and Pfizer does not have sufficient information at this time to evaluate if the fair value of these contingencies can be determined and, if determinable, to value them under a fair value standard. A fair valuation effort requires intimate knowledge of complex legal matters and associated defense strategies, which could not occur prior to the effective time of the merger. If fair value cannot be determined for Wyeth’s contingencies, the combined company would continue to account for the Wyeth contingencies under the same “probable and estimable” standard that was used by Wyeth prior to the merger, as required. Since Wyeth’s accounting approach prior to the merger was subject to external audit and as Wyeth management, unlike Pfizer management, had full and complete access to relevant information about these contingencies, Pfizer believes that it has no basis for modifying Wyeth’s application of these standards.  Accordingly, for the purposes of these unaudited pro forma condensed combined financial statements, Pfizer has not adjusted the Wyeth book values. This assessment is preliminary and subject to change.

In addition, Wyeth has recorded provisions for uncertain tax positions. As disclosed in Wyeth’s 2008 Annual Report on Form 10-K for the year ended December 31, 2008, these assessments involve “complex judgments about future events and rely on estimates and assumptions by management.” Income taxes are exceptions to both the recognition and fair value measurement principles under the acquisition method of accounting and they continue to be accounted for under the asset recognition model used by Wyeth prior to the merger, as required. Since Wyeth’s accounting approach prior to the merger was subject to external audit and as Wyeth management, unlike Pfizer management, had full and complete access to relevant information about these tax positions, Pfizer believes that it has no basis for modifying Wyeth’s application of these standards. Accordingly, for the purpose of these unaudited pro forma condensed combined financial statements, Pfizer has not adjusted the Wyeth book values. This assessment is preliminary and subject to change.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

The pro forma adjustment to record the effect of deferred taxes and other tax adjustments was computed as follows:

6.   Pro Forma Adjustments

This note should be read in conjunction with Note 1. Description of Transaction; Note 2. Basis of Presentation; Note 4. Consideration Transferred; and Note 5. Estimate of Assets Acquired and Liabilities Assumed. Adjustments included in the column under the heading “Pro Forma Adjustments” represent the following:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

(b)  To adjust amortization expense to an estimate of intangible asset amortization, as follows:

(c)  To record the following adjustments:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements do not reflect anticipated acquisition-related transaction costs to be incurred by Wyeth, which are estimated to be approximately $135 million.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements do not present a combined dividend per share amount. On June 25, 2009, Pfizer declared a third quarter 2009 dividend of $0.16 per share of common stock, which was paid on September 2, 2009.  On June 2, 2009, Pfizer paid a second quarter 2009 dividend of $0.16 per share of common stock. On March 3, 2009, Pfizer paid a first quarter 2009 dividend of $0.32 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 $0.16 ($0.80 per share of common stock annualized for 2009). Following the first quarter of 2009, Pfizer will not declare or pay a quarterly dividend in excess of $0.16 per share of common stock prior to consummation of the merger and any future payment of Pfizer’s quarterly dividend is subject to future approval and declaration by the Pfizer board of directors. On June 11, 2009, Wyeth declared a third quarter 2009 dividend of $0.30 per share of common stock, which was paid on September 1, 2009.  On June 1, 2009, Wyeth paid a second quarter 2009 dividend of $0.30 per share of common stock. On March 2, 2009, Wyeth paid a first quarter dividend of $0.30 per share of common stock ($1.20 per share of common stock annualized).  The dividend policy of Pfizer following the merger will be determined by the Pfizer board of directors following the merger.

The unaudited pro forma combined basic and diluted earnings per share for the periods presented are based on the combined basic and diluted weighted-average shares. The historical basic and diluted weighted average shares of Wyeth were assumed to be replaced by the shares issued by Pfizer to effect the merger.

The unaudited pro forma condensed combined financial statements do not reflect the expected realization of annual cost savings of $4 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 unaudited 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 $6 to $8 billion and which will be expensed as incurred.

7.   Forward-looking Statements

These Unaudited Pro Forma Condensed Combined Financial Statements may be deemed to be forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.  Forward-looking statements are typically identified by the words "believe," "expect," "anticipate," "intend," "estimate" and similar expressions.  Such statements may include, but are not limited to, statements about the benefits of the merger between Pfizer and Wyeth, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts.  These forward-looking statements are based largely on management's expectations and are subject to a number of risks and uncertainties.  Actual results could differ materially from these forward-looking statements.  Pfizer does not undertake any obligation to update publicly or revise any forward-looking statements.  The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the merger of Pfizer and Wyeth will not be realized, or will not be realized within the expected time period, due to, among other things, the impact of pharmaceutical industry regulation and pending legislation that could affect the pharmaceutical industry; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Pfizer's ability to accurately predict future market conditions; dependence on the effectiveness of Pfizer's and Wyeth's patents and other protections for innovative products; the risk of new and changing regulation and health policies in the U.S. and internationally and the exposure to litigation and/or regulatory actions.  Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Pfizer's 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 27, 2009, Wyeth's 2008 Annual Report on Form 10-K filed with the SEC on February 27, 2009, as amended on April 30, 2009, and Pfizer’s Registration Statement on Form S-4, which was declared effective by the SEC on June 17, 2009, included in the “Risk Factors” section of each of these filings, and each company's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov).

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