425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 14, 2009

PFIZER INC.

(Exact name of registrant as specified in its charter)

Delaware	1-3619	13-5315170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

235 East 42nd Street	10017
New York, New York	(Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code:

(212) 733-2323

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[X] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

As previously announced, Pfizer Inc., a Delaware corporation (the “Company”), Wagner Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Wyeth, a Delaware corporation, entered into a definitive Agreement and Plan of Merger dated as of January 25, 2009, as amended on September 30, 2009 (the “Merger Agreement”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into Wyeth, with Wyeth surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Merger has been approved by Wyeth's stockholders, all required regulatory agencies and Pfizer has completed the financing for the Merger.  The Merger is subject to usual and customary closing conditions.

Unaudited pro forma condensed combined financial information of Pfizer and Wyeth as of and for the six months ended June 28, 2009 and for the year ended December 31, 2008 and Wyeth’s unaudited historical consolidated condensed financial statements as of and for the six months ended June 30, 2009 and related notes are attached hereto as Exhibits 99.1 and 99.2, respectively.

Forward Looking Statements

This Current Report on Form 8-K (including information included or incorporated by reference herein) includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the pending 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. Such statements are based upon the current beliefs and expectations of Pfizer's and Wyeth's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Neither Pfizer nor Wyeth 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 pending 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; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; Pfizer's and Wyeth'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).

Additional Information

In connection with the pending acquisition of Wyeth, Pfizer has filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 that includes a proxy statement of Wyeth that also constitutes a prospectus of Pfizer. Wyeth mailed the proxy statement/prospectus to its stockholders, who approved the pending acquisition on July 20, 2009. Pfizer urges investors and security holders to read the proxy statement/prospectus regarding the pending acquisition because it contains important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Pfizer’s website, www.pfizer.com, under the tab “Investors” and then under the tab “SEC Filings.” You may also obtain these documents, free of charge, from Wyeth’s website, www.wyeth.com, under the heading “Investor Relations” and then under the tab “Financial Reports/SEC Filings.” Information regarding the persons who may, under the rules of the SEC, be deemed to have been participants in the solicitation of the Wyeth stockholders in connection with the pending acquisition is set forth in the proxy statement/prospectus.  You can find information about Pfizer’s executive officers and directors in its definitive proxy statement filed with the SEC on March 13, 2009. You can find information about Wyeth’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended by Wyeth’s Annual Report on Form 10-K/A, filed with the SEC on February 27, 2009 and April 30, 2009, respectively, and the definitive proxy statement/prospectus for Wyeth’s 2009 Annual Meeting of Shareholders, which was filed with the SEC on June 17, 2009. The information contained in Pfizer’s and Wyeth’s websites is not incorporated by reference and does not constitute a part of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Unaudited Pro Forma Condensed Combined Financial Statements of Pfizer and Wyeth as of and for the six months ended June 28, 2009 and for the year ended December 31, 2008.
99.2	Wyeth’s Unaudited Historical Consolidated Condensed Financial Statements as of and for the six months ended June 30, 2009 and notes thereto.

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.

	PFIZER INC.
	By:	/s/ Matthew Lepore
		Matthew Lepore
		Vice President, Chief Counsel – Corporate Governance,
		and Assistant General Counsel
Dated: October 14, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Combined Financial Statements of Pfizer and Wyeth as of and for the six months ended June 28, 2009 and for the year ended December 31, 2008.
99.2	Wyeth’s Unaudited Historical Consolidated Condensed Financial Statements as of and for the six months ended June 30, 2009 and notes thereto.

EX-99.1

Exhibit 99.1

PFIZER INC. AND WYETH

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

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 Inc. (“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.

The unaudited pro forma condensed combined financial information does not reflect any divestitures that may be required by regulatory agencies in connection with their approval of Pfizer’s pending acquisition of Wyeth.

1

PFIZER INC. AND WYETH

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

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.

2

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2008

(IN MILLIONS, EXCEPT PER SHARE DATA)	Pfizer Inc.		Wyeth		Pro Forma Adjustments (note 6)			Pro Forma Combined
Revenues	$	48,296		22,834					71,130
Cost and expenses:
Cost of sales		8,112		5,906		45	(a)		14,063
Selling, informational and administrative expenses		14,537		6,542					21,079
Research and development expenses		7,945		3,309					11,254
Amortization of intangible assets		2,668		79		2,397	(b)		5,144
Acquisition-related in-process research and development charges		633		31					664
Restructuring charges and acquisition-related costs		2,675		467					3,142
Other deductions-net		2,032		142		2,118	(c)		4,292
Income from continuing operations before provision for taxes on income		9,694		6,358		(4,560	)		11,492
Provision for taxes on income		1,645		1,920		(1,479	)(d)		2,086
Income from continuing operations before allocation to noncontrolling   interests		8,049		4,438		(3,081	)		9,406
Less: Net income attributable to noncontrolling interests		23		20					43
Income from continuing operations attributable to Pfizer/Wyeth	$	8,026		4,418		(3,081	)		9,363
Income from continuing operations attributable to Pfizer/Wyeth per   common share – basic	$	1.19		3.31					1.16
Income from continuing operations attributable to Pfizer/Wyeth per   common share – diluted	$	1.19		3.27					1.16
Weighted average shares used to calculate earnings per common share amounts:
Basic		6,727		1,333		(20	)		8,040
Diluted		6,750		1,357		(43	)		8,064
Cash dividends paid per common share	$	1.28		1.14

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.

3

                             UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 28, 2009

(IN MILLIONS, EXCEPT PER SHARE DATA)	Pfizer Inc.		Wyeth			Pro Forma Adjustments (note 6)			Pro Forma Combined
Revenues	$	21,851		11,072						32,923
Cost and expenses:
Cost of sales		3,164		2,794			23	(a)		5,981
Selling, informational and administrative expenses		6,226		3,109						9,335
Research and development expenses		3,400		1,657						5,057
Amortization of intangible assets		1,161		69			1,169	(b)		2,399
Acquisition-related in-process research and development charges		20								20
Restructuring charges and acquisition-related costs		1,013		165			(601	)(e)		577
Other deductions-net		15		(228	)		840	(c)		627
Income from continuing operations before provision for taxes on income		6,852		3,506			(1,431	)		8,927
Provision for taxes on income		1,860		1,025			(431	)(d)		2,454
Income from continuing operations before allocation to noncontrolling   interests		4,992		2,481			(1,000	)		6,473
Less: Net income attributable to noncontrolling interests		6		11						17
Income from continuing operations attributable to Pfizer/Wyeth	$	4,986		2,470			(1,000	)		6,456
Income from continuing operations attributable to Pfizer/Wyeth per   common share – basic	$	0.74		1.85						0.80
Income from continuing operations attributable to Pfizer/Wyeth per   common share – diluted	$	0.74		1.83						0.80
Weighted average shares used to calculate earnings per common share amounts:
Basic		6,726		1,333			(19	)		8,040
Diluted		6,752		1,355			(41	)		8,066
Cash dividends paid per common share	$	0.48		0.90

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.

4

UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET

AS OF JUNE 28, 2009

(IN MILLIONS)	Pfizer Inc.			Wyeth			Pro Forma Adjustments (Note 6)				Pro Forma Combined
ASSETS
Cash and cash equivalents	$	2,244			9,197			(9,197	)	(f)		2,244
Short-term investments		47,403			6,703			(35,950	)	(f)		18,156
Accounts receivable, less allowance for doubtful accounts		10,446			3,929							14,375
Short-term loans		935										935
Inventories		4,993			3,337			4,600		(g)		12,930
Taxes and other current assets		5,310			2,427			(1,990	)	(d) (h)		5,747
Assets held for sale		219										219
Total current assets		71,550			25,593			(42,537	)			54,606
Long-term investments and loans		12,576										12,576
Property, plant and equipment, less accumulated depreciation		13,194			11,199			600		(i)		24,993
Goodwill		21,794			4,277			10,088		(j)		36,159
Identifiable intangible assets, less accumulated amortization		16,611			365			50,635		(k)		67,611
Other non-current assets, deferred taxes and deferred charges		3,614			4,185			208		(l)		8,007
Total assets	$	139,339			45,619			18,994				203,952
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term borrowings, including current portion of long-term debt	$	7,645			917							8,562
Accounts payable		2,595			1,060							3,655
Dividends payable		1,081			400							1,481
Income taxes payable		607			481			1,147		(d) (m)		2,235
Accrued compensation and related items		1,549			357							1,906
Other current liabilities		12,632			3,637			-		(d) (n)		16,269
Total current liabilities		26,109			6,852			1,147				34,108
Long-term debt		31,864			10,552			327		(o)		42,743
Pension benefit obligations		4,159			1,678							5,837
Postretirement benefit obligations		1,602			1,816							3,418
Deferred taxes		2,356			234			16,360		(d)		18,950
Other taxes payable		7,029			1,650							8,679
Other non-current liabilities		2,985			1,953							4,938
Total liabilities		76,104			24,735			17,834				118,673
Preferred stock		66										66
Common stock		443			445			(379	)	(p)		509
Additional paid-in capital		70,314			7,611			14,381		(q)		92,306
Employee benefit trust, at fair value		(304	)									(304	)
Treasury stock		(57,364	)									(57,364	)
Retained earnings		51,965			14,076			(14,187	)	(r)		51,854
Accumulated other comprehensive income/(expense)		(2,079	)		(1,345	)		1,345		(s)		(2,079	)
Total Pfizer/Wyeth shareholders’ equity		63,041			20,787			1,160				84,988
Equity attributable to noncontrolling interests		194			97							291
Total shareholders’ equity		63,235			20,884			1,160				85,279
Total liabilities and shareholders’ equity	$	139,339			45,619			18,994				203,952

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.

5

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

1.  Description of Transaction

On January 25, 2009, Pfizer Inc., Wagner Acquisition Corp., a wholly owned subsidiary of Pfizer, and Wyeth entered into an Agreement and Plan of Merger, as amended on September 30, 2009 (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 (the “merger”). 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 0.985 of a share (the “exchange ratio”) of Pfizer common stock (the “merger consideration”) 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 equal 19.9% of its outstanding common stock and the cash portion of the merger consideration will be increased by an equivalent value. Pfizer and Wyeth currently do not anticipate that any adjustment to the exchange ratio will be required. Accordingly, Pfizer 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 option, whether or not then vested and exercisable, will become fully 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 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 to be 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). 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 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), will become fully vested and then will be 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 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, each outstanding RSU that constitutes deferred compensation under Section 409A of the Internal Revenue Code (“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. For 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.

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. Since there will be no shares of Wyeth $2 Convertible Preferred Stock outstanding at the effective time of the merger, Pfizer will not create or issue a new series of $2 Pfizer Convertible Preferred Stock in connection with the merger. Prior to the redemption date, holders of Wyeth $2 Convertible Preferred Stock could have elected to convert all, or a portion, of their holdings into Wyeth common stock. Each share of Wyeth $2 Convertible Preferred Stock could have been converted into 36 shares of Wyeth common stock. For purposes of these unaudited pro forma condensed combined financial statements, Pfizer has assumed that each of the holders of Wyeth $2 Convertible Preferred Stock elected to convert all of their shares into Wyeth common stock.

6

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

The merger has been approved by Wyeth stockholders, all required regulatory agencies and Pfizer has completed the financing for the merger.  The merger is subject to usual and customary closing conditions. The merger is expected to be completed early in 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. 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.

The unaudited pro forma condensed combined financial information does not reflect any divestitures that may be required by regulatory agencies in connection with their approval of Pfizer’s pending 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 to be measured at the closing date of the merger at the then-current market price; this particular requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements.

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.

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 target 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.

7

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

3.      Accounting Policies

Upon consummation of the merger, Pfizer will continue the review of Wyeth’s accounting policies. As a result of that review, 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.      Estimate of Consideration Expected to be Transferred

The following is a preliminary estimate of consideration expected to be transferred to effect the acquisition of Wyeth:

	Conversion Calculation		Estimated Fair Value		Form of Consideration
	(In millions, except per share amounts)
Wyeth Common Stock
Number of shares of Wyeth common stock outstanding as of June 28, 2009		1,334.2
Multiplied by Pfizer’s stock price as of October 13, 2009 multiplied by the exchange ratio of 0.985 ($16.78x0.985)	$	16.53	$	22,054	Pfizer common stock
Number of shares of Wyeth common stock outstanding as of June 28, 2009		1,334.2
Multiplied by cash consideration per common share outstanding	$	33.00	$	44,029	Cash
Wyeth Convertible Preferred Stock
Number of shares of Wyeth common stock into which Wyeth $2 Convertible Preferred Stock outstanding at June 28, 2009 is convertible (6,850 actual shares x 36)(a)		0.2
Multiplied by Pfizer’s stock price as of October 13, 2009 multiplied by the exchange ratio of 0.985 ($16.78x0.985)	$	16.53	$	4	Pfizer common stock
Number of shares of Wyeth common stock into which Wyeth $2 Convertible Preferred Stock outstanding at June 28, 2009 is convertible (6,850 actual shares x 36)(a)		0.2
Multiplied by cash consideration per common share outstanding	$	33.00	$	8	Cash
Wyeth Stock Options
Number of shares of Wyeth stock options vested and unvested as of June 28, 2009 expected to be canceled and exchanged for a cash payment		64.8
Multiplied by the difference between the per share value of the merger consideration and the weighted-average option exercise price of in-the-money options	$	6.73	$	436	Cash
Wyeth Restricted Stock/Restricted Stock Units
Number of outstanding shares of restricted stock and each outstanding deferred or restricted stock unit, including performance share unit awards, as of June 28, 2009, expected to be canceled		7.7
Multiplied by the per share value of the merger consideration	$	49.53	$	379	Cash
Estimate of consideration expected to be transferred(b)			$	66,910

Certain amounts may reflect rounding adjustments.

(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. As of June 28, 2009, 6,850 actual shares of the Wyeth $2 Convertible Preferred Stock were outstanding. 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. Since there will be no shares of Wyeth $2 Convertible Preferred Stock outstanding at the effective time of the merger, Pfizer will not create or issue a new series of $2 Pfizer Convertible Preferred Stock in connection with the merger. Prior to the redemption date, holders of Wyeth $2 Convertible Preferred Stock could have elected to convert all, or a portion, of their holdings into Wyeth common stock. Each share of Wyeth $2 Convertible Preferred Stock could have been converted into 36 shares of Wyeth common stock. For purposes of these unaudited pro forma condensed combined financial statements, Pfizer has assumed each of the holders of Wyeth $2 Convertible Preferred Stock elected to convert all of their shares into Wyeth common stock.

8

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(b) The estimated consideration expected to be transferred reflected in these unaudited 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 existing GAAP standards, 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 per share equity component different from the $16.53 assumed in these unaudited pro forma condensed combined financial statements and that difference may be material. Pfizer believes that an increase or decrease by as much as 26% in the Pfizer 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 $6 billion, which would be reflected in these unaudited pro forma condensed combined financial statements as an increase or decrease to goodwill.

5.      Estimate of Assets to be Acquired and Liabilities to be Assumed

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

(IN MILLIONS)
Book value of net assets acquired at June 28, 2009	$	20,787
Adjusted for:
Elimination of existing goodwill and intangible assets		(4,642	)
Adjusted book value of net assets acquired	$	16,145
Adjustments to:
Inventories(a)		4,600
Property, plant and equipment(b)		600
Identifiable intangible assets(c)		51,000
Debt(d)		(327	)
Contingencies(e)		--
Taxes(f)		(19,473	)
Goodwill(g)		14,365
Estimate of consideration expected to be transferred	$	66,910

9

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(a)

(IN MILLIONS)	Estimated Step-Up
Finished goods	$	1,600
Work-in-process		3,000
Raw materials and supplies		-
Total	$	4,600

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 has information at this time as to the nature of the inventory only 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, to the extent permitted, 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.

Because Pfizer has 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 additional information becomes 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:

(IN MILLIONS)	Estimated Step-up		Estimated Remaining Useful Life (years)
Land	$	100		N/A
Buildings		100		20
Machinery and equipment; Furniture, fixtures and other		400		10
Construction-in-progress		-		N/A
Total	$	600

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 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 has only preliminary information at this time 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.

10

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

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, to the extent permitted, 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 has 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 additional information becomes 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.

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

(IN MILLIONS)	Estimated Fair Value		Estimated Useful Lives (years)
Developed technology — finite-lived	$	29,000		12
Brands — finite-lived		1,000		17
Brands — indefinite-lived		4,000	NA
In-process R&D — indefinite-lived		17,000	Unknown*
Total	$	51,000

* 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 abandonment of the associated research and development efforts. Accordingly, during the development period after the acquisition date, these assets will not be amortized into earnings; instead these assets 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 finite-lived intangible asset and Pfizer would begin to amortize the asset into earnings.  For purposes of these unaudited pro forma condensed combined financial statements, Pfizer has not anticipated approvals of any Wyeth product in development at the time this unaudited pro forma condensed combined financial information was prepared.

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 are significant limitations regarding what Pfizer 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 intangible assets acquired could be in excess of one hundred.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

At this time, Pfizer does not have 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.

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 full access to the specifics of the Wyeth intangible assets, 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 that may become known to Pfizer 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 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.

(d)   As of the effective time of the merger, debt is required to be measured at fair value. Pfizer has calculated the adjustment using publicly available information and believes the pro forma adjustment amount to be reasonable.

(e)   As of the effective time of the merger, except as specifically excluded, contingencies are required to be measured at fair value, if the acquisition-date fair value of the asset or liability arising from a contingency can be determined. If the acquisition-date fair value of the asset or liability cannot be determined, the asset or liability would be recognized at the acquisition date if both of the following criteria were met: (i) it is probable that an asset existed or that a liability had been incurred at the acquisition date, and (ii) the amount of the asset or liability can be reasonably estimated. As disclosed in Wyeth’s 2008 Annual Report on Form 10-K for the year ended December 31, 2008, Wyeth is “involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business.”

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 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 would require intimate knowledge of complex legal matters and associated defense strategies, which cannot 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 currently being used by Wyeth, as required. Since Wyeth’s current accounting approach is subject to external audit and as Wyeth management, unlike Pfizer management, has full and complete access to relevant information about these contingencies, Pfizer believes that it has no basis for modifying Wyeth’s current 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 approach 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 currently being used by Wyeth, as required. Since Wyeth’s current accounting approach is subject to external audit and as Wyeth management, unlike Pfizer management, has full and complete access to relevant information about these tax positions, Pfizer believes that it has no basis for modifying Wyeth’s current 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.

12

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(f) As of the effective time of the merger, Pfizer will provide deferred taxes and other tax adjustments as part of the accounting for the acquisition, primarily related to the estimated fair value adjustments for acquired, inventory, property, plant and equipment, intangibles and assumed debt (see Note 6. Pro Forma Adjustments, items g, i, k and o). In addition, Pfizer will provide deferred taxes on Wyeth’s unremitted earnings for which no taxes have been previously provided, as it is Pfizer’s current intention to repatriate these earnings as opposed to permanently reinvesting them overseas. The amount of these deferred taxes, which is calculated by Wyeth on an annual basis as of December 31, is based upon Wyeth’s 2008 Annual Report on Form 10-K for the year ended December 31, 2008, and this disclosure is the basis for Pfizer’s repatriation adjustment.

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

(IN MILLIONS)
Estimated fair value of identifiable intangible assets to be acquired	$	51,000
Estimated fair value adjustment of inventory to be acquired		4,600
Estimated fair value adjustment of property, plant and equipment to be acquired		600
Estimated fair value adjustment of debt to be assumed		(327	)
Total estimated fair value adjustments of assets to be acquired and     liabilities to be assumed	$	55,873
Deferred taxes associated with the estimated fair value adjustments of assets to be acquired and liabilities to be assumed, at 30%(i)	$	16,762
Estimated tax on Wyeth’s historical unremitted earnings(ii)		2,711
Estimated adjustment to taxes	$	19,473

Certain amounts may reflect rounding adjustments.

(i)

Represents an estimate of the weighted-average statutory tax rates in the various jurisdictions where the fair value adjustments may occur. Amount is included in the pro forma adjustments to “Deferred taxes” ($15,480 million), “Other current liabilities” ($1,380 million — see Note 6. Pro Forma Adjustments, item (n)) and “Other non-current assets, deferred taxes and deferred charges” ($98 million— see Note 6. Pro Forma Adjustments, item (l)).

(ii)

As calculated by Wyeth and disclosed in Wyeth’s 2008 Annual Report on Form 10-K for the year ended December 31, 2008.  Included in the pro forma adjustment to “Income taxes payable” ($1,831 million — see Note 6. Pro Forma Adjustments, item (m)) and “Deferred taxes” ($880 million).

(g) 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.

13

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

6.      Pro Forma Adjustments

This note should be read in conjunction with Note 1. 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 “Pro Forma Adjustments” represent the following:

(a)   To record an estimate of the additional depreciation expense related to the preliminary estimated fair value adjustment to property, plant and equipment to be acquired.  Pfizer does not have sufficient knowledge at this time to identify the nature of activities associated with the property, plant and equipment to be acquired and therefore for purposes of these unaudited pro forma condensed combined financial statements, Pfizer has reflected the estimated additional depreciation expense entirely in “Cost of sales”.

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

(IN MILLIONS)	Year Ended December 31, 2008			Six Months Ended June 28, 2009
Eliminate Wyeth’s historical intangible asset     amortization expense	$	(79	)	$	(69	)
Estimated amortization expense of developed technology — finite-lived (estimated to be $29 billion over useful life of 12 years)*		2,417			1,208
Estimated amortization expense of brands — finite-lived (estimated to be $1 billion over useful life of 17 years)		59			30
Total	$	2,397		$	1,169

* For purposes of these unaudited pro forma condensed combined financial statements, the pro forma adjustment for intangible asset amortization expense only reflects assets associated with products approved for sale at the time this unaudited pro forma condensed combined financial information was developed.

(c)   To record the following adjustments:

(IN MILLIONS)	Year Ended December 31, 2008		Six Months Ended June 28, 2009
Amortization of the fair value adjustment to debt	$	28	$	14
Additional expense on incremental debt to finance the merger*		1,230		615
Estimate of forgone interest income on the combined company’s cash and cash equivalents and short-term investments used to effect the merger**		860		211
Total	$	2,118	$	840

*	Pfizer estimates additional interest expense of $1,230 million in 2008 and $615 million in the first six months of 2009 associated with the incremental debt Pfizer has issued in connection with the merger:
	•	Additional interest expense of about $1,220 million in 2008 and $610 million in the first six months of 2009 based on $22.5 billion of U.S. and foreign currency denominated senior unsecured notes Pfizer has issued in 2009 to partially fund the merger. The debt securities are a combination of fixed and floating rate notes with nine maturity tranches ranging from 2-30 years. The fixed rate securities total $21.25 billion and have individual coupon rates ranging from 3.63%-7.20%. The floating rate notes total $1.25 billion and bear interest at 3-month LIBOR (which was 0.299% when the interest rate reset on these notes on September 11, 2009) plus 195 basis points. The weighted-average U.S. dollar effective interest rate associated with the $22.5 billion of debt is 5.42%. If LIBOR were to increase or decrease by 0.125% from the rate assumed on the $1.25 billion floating rate notes, pro forma interest expense could increase or decrease by about $1.6 million for 2008 and $.8 million for the first six months of 2009.

14

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

	•	Additional interest expense of about $10 million in 2008 and $5 million in the first six months of 2009 for the amortization of bond issuance costs associated with the $22.5 billion of debt securities Pfizer issued in connection with the merger. Bond issuance costs associated with the $22.5 billion of debt securities are approximately $116 million ($61 million of issuance costs associated with debt securities Pfizer issued in March 2009 and $55 million of issuance costs associated with debt securities Pfizer issued in June 2009 to partially fund the merger), which are amortized over the weighted-average life of the debt of 11.29 years.
**	For purposes of these unaudited pro forma condensed combined financial statements, Pfizer estimated the forgone interest income in 2008 of the combined company as follows:
	•	the loss of Wyeth’s entire 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 $393 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%.
	For purposes of these unaudited pro forma condensed combined financial statements, Pfizer estimated the forgone interest income for the combined entity in the six months ended June 28, 2009 could be approximately $211 million associated with short-term investments assumed to have been used to partially fund the merger. Pfizer’s estimate is based on a weighted-average annual interest rate realized in the six months ended June 28, 2009 of 1.81%.

(d)   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, property, plant and equipment, intangibles and debt, the elimination of transaction costs directly attributable to the merger assumed to be non-recurring, repatriation decisions and the assumed utilization of deferred tax attributes, as applicable (see items a, b, c, e, f, g, h, i, j, k, l,  m, n and o, and Note 5. Estimate of Assets to be Acquired and Liabilities to be Assumed, item f).

Pfizer has assumed a 39% tax rate when estimating the tax impacts of the additional expense on incremental debt to finance the merger because the debt is an obligation of a U.S. entity 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 and tax accounts in the balance sheet of the combined company could be significantly different (either higher or lower) depending on post acquisition activities, including repatriation decisions, cash needs as well as geographical mix of income.

(e)   To eliminate advisory, legal, regulatory and valuation costs and costs related to the bridge term facility (which Pfizer will not utilize) included in the historical financial statements of Pfizer and Wyeth, which are directly attributable to the pending merger but which are not expected to have a continuing impact on the combined entity’s results, as follows:

(IN MILLIONS)	Year Ended December 31, 2008		Six Months Ended June 28, 2009
Eliminate Pfizer’s advisory, legal, regulatory and valuation costs and costs related to the bridge term facility, which Pfizer will not utilize, assumed to be non-recurring	$	-	$	(553	)
Eliminate Wyeth’s acquisition-related transaction costs assumed to be non-recurring		-		(48	)
Total	$	-	$	(601	)

15

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(f)   To record the cash portion of the merger consideration estimated to be $44,852 million and to record estimated payments assumed to be made on or before the acquisition of $56 million of remaining fees previously accrued for by Pfizer related to a bridge term facility, $129 million for Pfizer’s remaining advisory, legal, regulatory and valuation costs ($18 million of fees previously accrued — see item (n), and $111 million of additional estimated advisory, legal, regulatory and valuation costs — see item (r)) and $110 million to fund deferred compensation plans at Wyeth upon the effective time of the merger— see item (l).  The cash is expected to be sourced from a combination of available cash and cash equivalents ($9,197 million) and the sale or redemption of certain short-term investments ($35,950 million), which includes the proceeds from the debt issuances of $13.5 billion in March 2009 and $9 billion in June 2009 to partially fund the merger. The $56 million of fees (previously accrued — see item (n)) are associated with a $22.5 billion bridge term facility Pfizer entered into on March 12, 2009, which was subsequently terminated in June 2009.

(g)   To adjust acquired inventory to an 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 unaudited pro forma condensed combined financial statements is assumed will 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 unaudited pro forma condensed combined statement of income.

(h)   To adjust taxes and other current assets, as follows:

(IN MILLIONS)
Reclassification to “Income taxes payable” — see item (m)	$	(1,510	)
Reclassification to “Other current liabilities” — see item (n)		(480	)
Total	$	(1,990	)

(i)   To adjust property, plant and equipment to an estimate of fair value.

(j)   To adjust goodwill to an estimate of acquisition-date goodwill, as follows:

(IN MILLIONS)
Eliminate Wyeth’s historical goodwill	$	(4,277	)
Estimated transaction goodwill		14,365
Total	$	10,088

(k)   To adjust intangible assets (including in-process research and development intangibles) to an estimate of fair value, as follows:

(IN MILLIONS)
Eliminate Wyeth’s historical intangible assets	$	(365	)
Estimated fair value of intangible assets acquired		51,000
Total	$	50,635

(l)   To adjust other non-current assets, deferred taxes and deferred charges, as follows:

(IN MILLIONS)
Estimated costs to fund deferred compensation plans at Wyeth     upon merger — see item (f)	$	110
Estimated deferred tax asset associated with fair value of debt to be assumed		98
Total	$	208

16

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(m)   To adjust income taxes payable, as follows:

(IN MILLIONS)
Estimated tax on Wyeth’s historical unremitted earnings	$	1,831
Reclassification of other tax amounts on the balance sheet to     “Income taxes payable”*		(684	)
Total	$	1,147

* These reclassifications result from certain business decisions expected to be executed to fund the merger, which is expected to result in the utilization of certain tax credits and carryforwards. These amounts were previously included in “Other current liabilities” ($826 million — see item (n)) and “Taxes and other current assets” ($1,510 million — see item (h)).

(n)   To adjust other current liabilities, as follows:

(IN MILLIONS)
Estimated deferred taxes associated with the estimated fair value adjustment of inventory to be acquired, at 30%	$	1,380
Reclassification from “Taxes and other current assets” — see item (h)		(480	)
Reclassification to “Income taxes payable” — see item (m)		(826	)
Elimination of accrued fees associated with the bridge term facility costs     assumed paid — see item (f)		(56	)
Elimination of accrued advisory, legal, regulatory and valuation costs     assumed paid — see item (f)		(18	)
Total	$	-

(o)   To adjust Wyeth’s debt to an estimate of fair value. On September 15, 2009, Wyeth completed the redemption of all of its outstanding Wyeth Floating Rate Convertible Senior Debentures due 2024 (the "Convertible Debentures").  At the end of the second quarter 2009, there was $788 million in aggregate principal amount of the Convertible Debentures outstanding.  The redemption of the Convertible Debentures is not reflected in these unaudited pro forma condensed combined financial statements.

(p)   To record the stock portion of the transaction consideration, at par, and to eliminate Wyeth common stock, at par, as follows:

(IN MILLIONS)
Eliminate Wyeth common stock	$	(445	)
Issuance of Pfizer common stock		66
Total	$	(379	)

(q)   To record the stock portion of the transaction consideration, at fair value less par, and to eliminate Wyeth additional paid-in-capital, as follows:

(IN MILLIONS)
Eliminate Wyeth additional paid-in capital	$	(7,611	)
Issuance of Pfizer common stock		21,992
Total	$	14,381

17

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(r) To eliminate Wyeth’s retained earnings, and to record estimated non-recurring costs of Pfizer for advisory, legal, regulatory and valuation costs, as follows:

(IN MILLIONS)
Eliminate Wyeth retained earnings	$	(14,076	)
Estimated remaining advisory, legal, regulatory and valuation costs     assumed to be non-recurring		(111	)
Total	$	(14,187	)

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.

(s) To eliminate Wyeth’s accumulated other comprehensive expense.

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). Wyeth will not declare or pay a quarterly dividend in excess 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 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 period 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 expected to be 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 pending 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.  Neither Pfizer nor Wyeth 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 pending 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; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; Pfizer's and Wyeth'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, 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).

18

EX-99.2

Exhibit 99.2

WYETH

CONSOLIDATED CONDENSED BALANCE SHEETS

(In Thousands Except Per Share Amounts)

(Unaudited)

	June 30,  2009			December 31,  2008
ASSETS
Cash and cash equivalents	$	9,196,917		$	10,015,877
Marketable securities		6,702,594			4,529,395
Accounts receivable less allowances		3,928,679			3,646,439
Inventories:
Finished goods		1,037,203			995,810
Work in progress		1,776,036			1,540,456
Materials and supplies		524,231			460,162
		3,337,470			2,996,428
Other current assets including deferred taxes		2,426,941			2,293,201
Total Current Assets		25,592,601			23,481,340
Property, plant and equipment		17,308,774			16,877,480
Less accumulated depreciation		6,109,541			5,679,269
		11,199,233			11,198,211
Goodwill		4,277,299			4,261,737
Other intangibles, net of accumulated amortization (June 30, 2009-$407,712 and December 31, 2008-$372,872)		364,751			421,686
Other assets including deferred taxes		4,185,212			4,668,750
Total Assets	$	45,619,096		$	44,031,724
LIABILITIES
Loans payable	$	916,863		$	913,245
Trade accounts payable		1,059,888			1,254,369
Dividends payable		400,253			—
Accrued expenses		3,994,161			4,426,444
Accrued taxes		481,442			256,365
Total Current Liabilities		6,852,607			6,850,423
Long-term debt		10,551,802			10,826,013
Pension liabilities		1,677,701			1,601,289
Accrued postretirement benefit obligations other than pensions		1,816,421			1,777,315
Other noncurrent liabilities		3,933,860			3,802,842
Total Liabilities		24,832,391			24,857,882
Contingencies and commitments (Note 10)
STOCKHOLDERS’ EQUITY
$2.00 convertible preferred stock, par value $2.50 per share		17			22
Common stock, par value $0.33-1/3 per share		444,722			443,851
Additional paid-in capital		7,610,854			7,483,549
Retained earnings		14,076,238			12,868,799
Accumulated other comprehensive loss		(1,345,126	)		(1,622,379	)
Total Stockholders’ Equity		20,786,705			19,173,842
Total Liabilities and Stockholders’ Equity	$	45,619,096		$	44,031,724

The accompanying notes are an integral part of these consolidated condensed financial statements.

3

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

(Unaudited)

	Three Months  Ended June 30,						Six Months  Ended June 30,
	2009			2008			2009			2008
Net revenue	$	5,695,160		$	5,945,358		$	11,072,133		$	11,656,007
Cost of goods sold		1,564,961			1,683,937			2,945,852			3,245,950
Selling, general and administrative expenses		1,598,518			1,832,500			3,190,327			3,554,713
Research and development expenses		885,305			836,067			1,658,425			1,675,444
Interest (income) expense, net		83,013			18,685			148,325			(8,771	)
Other income, net		(242,901	)		(44,677	)		(365,512	)		(188,162	)
Income before income taxes		1,806,264			1,618,846			3,494,716			3,376,833
Provision for income taxes		534,245			496,752			1,024,537			1,057,792
Net income	$	1,272,019		$	1,122,094		$	2,470,179		$	2,319,041
Basic earnings per share	$	0.95		$	0.84		$	1.85		$	1.74
Diluted earnings per share	$	0.94		$	0.83		$	1.83		$	1.72
Dividends paid per share of common stock	$	0.30		$	0.28		$	0.60		$	0.56
Dividends declared per share of common stock	$	0.60		$	0.56		$	0.90		$	0.84

The accompanying notes are an integral part of these consolidated condensed financial statements.

4

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands Except Per Share Amounts)

(Unaudited)

Six Months Ended June 30, 2009:

	$2.00  Convertible  Preferred  Stock			Common  Stock			Additional  Paid-in  Capital			Retained  Earnings			Accumulated  Other  Comprehensive  Income (Loss)			Total  Stockholders’  Equity
Balance at January 1, 2009	$	22		$	443,851		$	7,483,549		$	12,868,799		$	(1,622,379	)	$	19,173,842
Net income											2,470,179						2,470,179
Currency translation adjustments														244,994			244,994
Derivative contracts adjustments, net														(92,813	)		(92,813	)
Marketable securities adjustments, net														51,749			51,749
Pension and postretirement benefit adjustments														73,323			73,323
Comprehensive income, net of tax																	2,747,432
Cash dividends declared(1)											(1,199,756	)					(1,199,756	)
Common stock acquired for treasury					(583	)		(7,320	)		(62,984	)					(70,887	)
Common stock issued for stock options					346			41,038									41,384
Stock-based compensation expense								101,880									101,880
Issuance of restricted stock awards					1,083			60									1,143
Tax benefit (reduction) from exercises/  cancellations of stock options								(8,333	)								(8,333	)
Other exchanges		(5	)		25			(20	)								—
Balance at June 30, 2009	$	17		$	444,722		$	7,610,854		$	14,076,238		$	(1,345,126	)	$	20,786,705
Six Months Ended June 30, 2008:
	$2.00  Convertible  Preferred  Stock			Common  Stock			Additional  Paid-in  Capital			Retained  Earnings			Accumulated  Other  Comprehensive  Income (Loss)			Total  Stockholders’  Equity
Balance at January 1, 2008	$	23		$	445,929		$	7,125,544		$	10,417,606		$	221,433		$	18,210,535
Net income											2,319,041						2,319,041
Currency translation adjustments														550,512			550,512
Derivative contracts adjustments, net														(25,632	)		(25,632	)
Marketable securities adjustments, net														(26,999	)		(26,999	)
Pension and postretirement benefit adjustments														3,165			3,165
Comprehensive income, net of tax																	2,820,087
Cash dividends declared(2)											(1,120,941	)					(1,120,941	)
Common stock acquired for treasury					(3,158	)		(33,649	)		(356,094	)					(392,901	)
Common stock issued for stock options					587			71,445									72,032
Stock-based compensation expense								176,100									176,100
Issuance of restricted stock awards					1,043			(1,175	)								(132	)
Tax benefit (reduction) from exercises/  cancellations of stock options								(3,096	)								(3,096	)
Other exchanges					4			(3	)								1
Balance at June 30, 2008	$	23		$	444,405		$	7,335,166		$	11,259,612		$	722,479		$	19,761,685

(1) Included in cash dividends declared were the following dividends payable at June 30, 2009:

- Common stock cash dividend of $0.30 per share ($400,250 in the aggregate) declared on June 11, 2009 and payable on September 1, 2009; and

- Preferred stock cash dividends of $0.50 per share ($3 in the aggregate) declared on April 23, 2009 and paid on July 1, 2009.

(2) Included in cash dividends declared were the following dividends payable at June 30, 2008:

- Common stock cash dividend of $0.28 per share ($373,310 in the aggregate) declared on June 26, 2008 and payable on September 2, 2008; and

- Preferred stock cash dividends of $0.50 per share ($5 in the aggregate) declared on June 26, 2008 and payable on October 1, 2008.

The accompanying notes are an integral part of these consolidated condensed financial statements.

5

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months  Ended June 30,
	2009			2008
Operating Activities
Net income	$	2,470,179		$	2,319,041
Adjustments to reconcile net income to net cash provided by operating activities:
Net gains on sales and dispositions of assets		(17,628	)		(136,959	)
Depreciation and amortization		508,178			483,441
Stock-based compensation		101,880			176,100
Change in other assets (including deferred income taxes)		(53,087	)		284,849
Diet drug litigation payments		(97,359	)		(888,659	)
Changes in working capital, net		(671,997	)		(677,598	)
Other items, net		321,823			311,441
Net cash provided by operating activities		2,561,989			1,871,656
Investing Activities
Purchases of intangibles, property, plant and equipment		(426,570	)		(574,116	)
Proceeds from sales of assets		57,440			146,679
Proceeds from sales and maturities of marketable securities		5,091,302			856,892
Purchases of marketable securities		(7,221,257	)		(1,032,122	)
Net purchases of government guaranteed promissory notes		(350,000	)		—
Proceeds from interest rate swap termination		383,578			—
Net cash used for investing activities		(2,465,507	)		(602,667	)
Financing Activities
Repayments and repurchases of debt		(110,939	)		(300,000	)
Other borrowing transactions, net		(4,338	)		4,036
Dividends paid		(799,503	)		(747,626	)
Purchases of common stock for Treasury		(70,887	)		(392,901	)
Exercises of stock options		42,158			72,849
Net cash used for financing activities		(943,509	)		(1,363,642	)
Effect of exchange rate changes on cash and cash equivalents		28,067			23,404
Decrease in cash and cash equivalents		(818,960	)		(71,249	)
Cash and cash equivalents, beginning of period		10,015,877			10,453,879
Cash and cash equivalents, end of period	$	9,196,917		$	10,382,630

The accompanying notes are an integral part of these consolidated condensed financial statements.

6

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Recently Issued Accounting Standards:

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (FSP 141(R)-1). FSP 141(R)-1 requires contingencies acquired in a business combination accounted for under Statement of Financial Accounting Standards (SFAS) No. 141(R) “Business Combinations,” to be recorded at acquisition date fair value, if determinable. If the fair value cannot be determined, an entity is required to follow existing guidance in SFAS No. 5, “Accounting for Contingencies,” and FASB Interpretation No. 14, “Reasonable Estimation of a Loss.” FSP 141(R)-1 also requires additional disclosures of the contingencies recognized at acquisition, including the nature of the contingency, the amount recognized and the measurement basis used. FSP 141(R)-1 is effective prospectively for fiscal years beginning after December 15, 2008. The Company has not had any business combinations since the effective date of FSP 141(R)-1 but will comply with the requirements when applicable.

In June 2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS No. 165). SFAS No. 165 defines subsequent events and requires an entity to evaluate events that occur after the balance sheet date but before its financial statements are either issued or are available to be issued for possible measurement and recognition as of the balance sheet date. SFAS No. 165 also requires the disclosure of the date through which subsequent events have been evaluated, as well as a pro forma disclosure of the financial statement effect of a nonrecognized subsequent event if material to the reporting entity. SFAS No. 165 is effective prospectively for interim and annual periods ending after June 15, 2009. The Company has adopted SFAS No. 165 beginning with the 2009 second quarter.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (SFAS No. 166). SFAS No. 166 eliminates the Qualifying Special Purpose Entity concept, amends the guidance entities use when determining whether a transfer of a financial asset qualifies as a sale, and requires that a transferor of a financial asset initially record beneficial interests received pursuant to the transfer at fair value. SFAS No. 166 also requires additional disclosures detailing the relationship between a transferor and transferee, including any continued financial interests retained by the transferor subsequent to a transfer of assets. SFAS No. 166 is effective prospectively for fiscal years beginning after November 15, 2009. The Company currently is assessing the impact of SFAS No. 166 on its consolidated financial position and results of operations.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (SFAS No. 167). SFAS No. 167 amends the consolidation guidance for Variable Interest Entities (VIE), including requiring an ongoing qualitative assessment of the primary beneficiary of a VIE, the removal of the Qualifying Special Purpose Entity scope exception from FASB Interpretation No. 46(R), and amending guidance on determining an entity’s status as a VIE. SFAS No. 167 is effective prospectively for fiscal years beginning after November 15, 2009. The Company currently is assessing the impact of SFAS No. 167 on its consolidated financial position and results of operations.

7

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 168). SFAS No. 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” as the source of authoritative Generally Accepted Accounting Principles (GAAP), in addition to the rules and interpretative releases of the U.S. Securities and Exchange Commission (SEC) as they apply to SEC registrants. SFAS No. 168 separates existing accounting guidance as either authoritative or nonauthoritative and applies to financial statements of all nongovernmental entities that are presented in conformity with GAAP. SFAS No. 168 is effective for all financial statements issued after September 15, 2009, including those issued in interim periods. The Company does not anticipate that the adoption of SFAS No. 168 will have a material effect on its consolidated financial position or results of operations.

In December 2007, the FASB ratified Emerging Issues Task Force (EITF) 07-1, “Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1 provides guidance for determining if a collaborative arrangement exists and establishes procedures for reporting revenue and costs generated from transactions with third parties, as well as between the parties within the collaborative arrangement, and provides guidance for financial statement disclosures of collaborative arrangements. EITF 07-1 became effective for the Company on January 1, 2009. The following are collaborative arrangements that are significant to the Company:

• The Company and Amgen Inc. (Amgen) have a collaborative arrangement for the selling and marketing of ENBREL in the United States and Canada under which the Company is entitled to a percentage of Amgen’s gross profit on sales in the U.S. and Canadian markets. The Company records this as alliance revenue. The Company has exclusive rights to  ENBREL  outside the United States and Canada. In addition, the Company and Amgen share equally selling and marketing costs in the United States and Canada. The Company records these costs in  Selling, general and administrative expenses . Further, the Company and Amgen have a global supply collaboration whereby a blended worldwide cost of goods is used by each company.

• The Company and Elan Corporation, plc are collaborating to research, develop and commercialize bapineuzumab (AAB-001) for the treatment of patients with mild to moderate Alzheimer’s disease, as well as other compounds for neurodegenerative conditions. The agreement between the parties provides that the two companies share equally in the research and development costs. The Company records these costs in  Research and development expenses . When, and if, a product is approved, the parties will jointly commercialize the product globally and will share profits.

The Company also has numerous other collaborative arrangements, none of which are individually or in the aggregate significant.

8

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Reclassifications: Certain reclassifications have been made to the June 30, 2008 consolidated condensed financial statements and accompanying notes to conform with the June 30, 2009 presentation.

Note 2. Earnings per Share

The following table sets forth the computations of basic earnings per share and diluted earnings per share:

	Three Months  Ended June 30,				Six Months  Ended June 30,
(In thousands except per share amounts)	2009		2008		2009		2008
Numerator:
Net income less preferred dividends	$	1,272,015	$	1,122,085	$	2,470,171	$	2,319,027
Denominator:
Weighted average common shares outstanding		1,333,435		1,332,682		1,332,544		1,333,945
Basic earnings per share	$	0.95	$	0.84	$	1.85	$	1.74
Numerator:
Net income	$	1,272,019	$	1,122,094	$	2,470,179	$	2,319,041
Interest expense, net of tax, on contingently convertible debt		2,485		6,765		5,440		13,836
Net income, as adjusted	$	1,274,504	$	1,128,859	$	2,475,619	$	2,332,877
Denominator:
Weighted average common shares outstanding		1,333,435		1,332,682		1,332,544		1,333,945
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, performance share awards, service-vested restricted stock awards and convertible preferred stock (1)		9,050		9,838		8,508		8,982
Common stock equivalents of assumed conversion of contingently convertible debt		13,586		16,976		14,137		16,976
Total shares(1)		1,356,071		1,359,496		1,355,189		1,359,903
Diluted earnings per share(1)	$	0.94	$	0.83	$	1.83	$	1.72

(1) At June 30, 2009 and 2008, approximately 80,801 and 98,401 shares of common stock, respectively, related to options outstanding under the Company’s Stock Incentive Plans, were excluded from the computation of diluted earnings per share, as the effect would have been antidilutive.

On July 15, 2009, $765.1 million in aggregate principal amount of the Company’s Floating Rate Convertible Senior Debentures due 2024 (the Convertible Debentures) were validly tendered and accepted for purchase at par value. The Convertible Debentures were tendered to the Company pursuant to the put option contained in the Convertible Debentures and represented approximately 97.1 percent of the aggregate principal amount of the outstanding Convertible Debentures at the time of purchase.

9

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

On July 15, 2009, the Company redeemed all of its outstanding $2 convertible preferred stock. The redemption price for each share was $60.08, which included an amount equal to all accrued but unpaid dividends up to, and including, the redemption date. Each share of convertible preferred stock was convertible into 36 shares of common stock, and holders could elect to convert all, or a portion of, their convertible preferred stock into Wyeth common stock at any time prior to the close of business on the redemption date. This redemption was made at Pfizer’s request pursuant to the merger agreement with Pfizer.

Note 3. Pensions and Other Postretirement Benefits

Net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans for the three and six months ended June 30, 2009 and 2008 were as follows:

	Pensions
(In thousands)	Three Months  Ended June 30,						Six Months  Ended June 30,
Components of Net Periodic Benefit Cost	2009			2008			2009			2008
Service cost	$	52,646		$	54,412		$	105,213		$	108,739
Interest cost		83,302			86,820			166,005			173,549
Expected return on plan assets		(80,995	)		(105,265	)		(161,356	)		(210,505	)
Prior service cost		651			995			1,597			1,973
Transition obligation		117			123			214			241
Recognized net actuarial loss		53,144			16,597			106,187			33,191
Termination benefits		—			13,562			—			13,562
Curtailment gain		(657	)		—			(1,303	)		—
Net periodic benefit cost	$	108,208		$	67,244		$	216,557		$	120,750
	Other Postretirement Benefits
(In thousands)	Three Months  Ended June 30,						Six Months  Ended June 30,
Components of Net Periodic Benefit Cost	2009			2008			2009			2008
Service cost	$	14,845		$	13,923		$	29,672		$	27,980
Interest cost		28,759			28,306			57,454			56,525
Prior service cost (credit)		(11,826	)		(12,545	)		(23,647	)		(22,684	)
Recognized net actuarial loss		12,467			13,101			24,910			23,755
Net periodic benefit cost	$	44,245		$	42,785		$	88,389		$	85,576

During the six months ended June 30, 2009, contributions of $70.8 million were made to the Company’s defined benefit pension plans, and payments of $47.2 million were made for other postretirement benefits. The Company expects to contribute for the 2009 full year approximately $450.0 million to its defined benefit pension plans and make payments of approximately $103.0 million for its other postretirement benefit plans.

10

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Marketable Securities

The carrying cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type at June 30, 2009 and December 31, 2008 were as follows:

(In thousands) At June 30, 2009	Cost			Gross  Unrealized  Gains			Gross  Unrealized  (Losses)				Fair  Value
Available-for-sale:
Commercial paper		$	778,449		$	210		$	(35	)		$	778,624
Certificates of deposit			39,303			55			(43	)			39,315
U.S. Treasury and agency securities			4,134,051			3,481			(12	)			4,137,520
Corporate debt securities			1,362,876			3,481			(19,368	)			1,346,989
Asset-backed securities			149,203			1,073			(17,133	)			133,143
Mortgage-backed securities			282,495			4,441			(30,717	)			256,219
Equity securities			13,130			1,387			(3,733	)			10,784
Total marketable securities		$	6,759,507		$	14,128		$	(71,041	)		$	6,702,594
(In thousands) At December 31, 2008	Cost			Gross  Unrealized  Gains			Gross  Unrealized  (Losses)				Fair  Value
Available-for-sale:
Commercial paper		$	223,238		$	595		$	—			$	223,833
Certificates of deposit			167,772			358			(218	)			167,912
U.S. Treasury and agency securities			1,909,176			9,250			(11	)			1,918,415
Corporate debt securities			1,727,869			985			(77,473	)			1,651,381
Asset-backed securities			206,392			—			(22,934	)			183,458
Mortgage-backed securities			400,042			3,368			(36,089	)			367,321
Equity securities			15,043			4,315			(2,283	)			17,075
Total marketable securities		$	4,649,532		$	18,871		$	(139,008	)		$	4,529,395

The following table summarizes the Company’s marketable securities at June 30, 2009 and December 31, 2008 that have been in an unrealized loss position for less than 12 months and those that have been in an unrealized loss position for 12 months or more:

	Less than 12 Months					12 Months or More					Total
(In thousands) At June 30, 2009	Fair  Value		Unrealized  Loss			Fair  Value		Unrealized  Loss			Fair  Value		Unrealized  Loss
Available-for-sale:
Commercial paper	$	244,753	$	(35	)	$	—	$	—		$	244,753	$	(35	)
Certificates of deposit		11,145		(15	)		6,571		(28	)		17,716		(43	)
U.S. Treasury and agency securities		299,856		(12	)		—		—			299,856		(12	)
Corporate debt securities		125,969		(1,359	)		772,494		(18,009	)		898,463		(19,368	)
Asset-backed securities		26,375		(8,671	)		97,736		(8,462	)		124,111		(17,133	)
Mortgage-backed securities		51,738		(18,251	)		76,395		(12,466	)		128,133		(30,717	)
Equity securities		8,176		(3,641	)		67		(92	)		8,243		(3,733	)
Total marketable securities	$	768,012	$	(31,984	)	$	953,263	$	(39,057	)	$	1,721,275	$	(71,041	)

11

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

	Less than 12 Months					12 Months or More					Total
(In thousands) At December 31, 2008	Fair  Value		Unrealized  Loss			Fair  Value		Unrealized  Loss			Fair  Value		Unrealized  Loss
Available-for-sale:
Certificates of deposit	$	25,651	$	(166	)	$	9,047	$	(52	)	$	34,698	$	(218	)
U.S. Treasury and agency securities		8,309		(11	)		—		—			8,309		(11	)
Corporate debt securities		607,342		(18,593	)		825,598		(58,880	)		1,432,940		(77,473	)
Asset-backed securities		33,213		(3,390	)		115,685		(19,544	)		148,898		(22,934	)
Mortgage-backed securities		100,263		(29,244	)		66,335		(6,845	)		166,598		(36,089	)
Equity securities		3,376		(2,212	)		28		(71	)		3,404		(2,283	)
Total marketable securities	$	778,154	$	(53,616	)	$	1,016,693	$	(85,392	)	$	1,794,847	$	(139,008	)

The Company has determined that the marketable securities that have been in an unrealized loss position for 12 months or more are not other than temporarily impaired because the Company does not have the intent to sell these marketable securities and has the ability to hold the marketable securities until maturity.

The Company’s net realized losses on its investments for the three months ended June 30, 2009 were $2.3 million, and for the six months ended June 30, 2009, the Company had net realized gains of $4.3 million. For the three and six months ended June 30, 2008, net realized losses on the Company’s investments were $26.3 million and $30.2 million, respectively.

The contractual maturities of debt securities classified as available-for-sale at June 30, 2009 were as follows:

(In thousands)	Cost		Fair  Value
Available-for-sale:
Due within one year	$	5,786,930	$	5,784,876
Due one year through five years		594,021		581,371
Due five years through 10 years		30,741		30,614
Due after 10 years		334,685		294,949
Total	$	6,746,377	$	6,691,810

The Company monitors its investments with counterparties with the objective of minimizing concentrations of credit risk. The Company’s investment policy places limits on the amount and time to maturity of investments with any individual institution. The policy also requires that investments are made only with highly rated corporate and financial institutions.

In April 2009, FASB issued FSP FAS No. 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2), which amended the existing guidance on determining whether an impairment for investments in debt securities is other than temporary. The new guidance was effective for the Company’s 2009 second quarter. FSP FAS 115-2 required a reclassification upon adoption to retained earnings with a corresponding offset to accumulated other comprehensive income for the portion of other-than-temporary impairment (OTTI) recorded in earnings in previous periods on securities in the Company’s portfolio at March 31, 2009 that were related to factors other than credit and would not have been required to be recognized in earnings had the new guidance been effective for those periods. The reclassification for the initial adoption of FSP FAS 115-2 was not material to the Company and, therefore, was not recorded.

12

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table presents a roll forward for the three months ended June 30, 2009 of the credit-related loss on debt securities that have been written down for other-than-temporary impairment (OTTI) for which the credit loss component has been recognized in earnings.

(In thousands)
Cumulative OTTI credit losses recognized for securities held at April 1, 2009	$	206,558
Additions for OTTI securities where no credit losses were recognized prior to April 1, 2009		5,000
Reduction for sales of credit-impaired securities		(15,991	)
Cumulative OTTI credit losses recognized for securities held at June 30, 2009	$	195,567

Note 5. Fair Value Measurements

The Company uses the following methods for determining fair value in accordance with SFAS No. 157, “Fair Value Measurements.” For assets and liabilities that are measured using quoted prices in active markets for the identical asset or liability, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality and the overall capital market liquidity (Level 3).

13

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the basis used to measure certain assets and liabilities at fair value on a recurring basis in the balance sheet:

			Fair Value Measurements at June 30, 2009 Using
(In thousands) Description	Balance at  June 30, 2009		Quoted Prices  in Active  Markets for  Identical Items  (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable  Inputs  (Level 3)
Assets:
Marketable securities available-for-sale	$	6,702,594	$	10,784	$	6,675,064	$	16,746
Option and forward contracts		36,866		—		36,866		—
Other		124,900		—		124,900		—
Total assets	$	6,864,360	$	10,784	$	6,836,830	$	16,746
Liabilities:
Forward contracts	$	222		—	$	222		—
Other		502		—		502		—
Total liabilities	$	724		—	$	724		—

The following table presents the changes in fair value for assets that have no significant observable inputs (Level 3):

	Level 3 Marketable Securities  Available-for-Sale
(In thousands)	Three Months  Ended June 30, 2009			Six Months  Ended June 30, 2009
Balance at beginning of period	$	26,846		$	26,960
Total gains (losses) (realized/unrealized):
Included in Other income, net		(2	)		(995	)
Included in other comprehensive income		488			1,048
Net purchases, sales, issuances and settlements		(1,831	)		(2,870	)
Net transfers out/in		(8,755	)		(7,397	)
Balance at end of period	$	16,746		$	16,746

As of June 30, 2009, the Company’s long-term debt had a carrying value of $11,468.7 million and a fair value of $11,795.6 million.

14

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 6. Derivative Financial Instruments

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 requires entities to provide enhanced disclosure about how and why the entity uses derivative instruments, how the instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133), and how the instruments and related hedged items affect the financial position, results of operations and cash flows of the entity. The Company adopted SFAS No. 161 during the quarter ended March 31, 2009.

The Company manages its exposure to certain market risks, including foreign exchange and interest rate risks, through the use of derivative financial instruments. On the date that the Company enters into a derivative contract, it designates the derivative as either a:

(1) Fair Value Hedge. For derivative contracts that are designated and qualify as fair value hedges, the derivative instrument is marked-to-market with gains and losses recognized in current period earnings to offset the respective losses and gains recognized on the underlying exposure. The Company’s interest rate swaps, which are composed of fixed-to-floating rate interest rate swaps, qualify as fair value hedges. In April 2009, the Company discontinued the $5,000.0 million notional amount of interest rate swap contracts, which were used to manage exposures to changes in interest rates. As a result of this transaction, the Company received cash of $383.6 million and recorded a deferred gain (reflected in current and long-term debt, as appropriate), which will be amortized against interest expense over the remaining term of the underlying debt instruments; or

(2) Foreign Currency Cash Flow Hedge. SFAS No. 133 requires that the Company perform periodic assessments of hedge effectiveness. The Company assesses, both at the inception of each hedge and on an ongoing basis thereafter, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. For derivative contracts that are designated and qualify as foreign currency cash flow hedges, the effective portion of gains and losses on these contracts is reported as a component of  Accumulated other comprehensive income (loss)  (AOCI) and reclassified into earnings in the same period the hedged transaction affects earnings. Any hedge ineffectiveness on cash flow hedges is immediately recognized in earnings. Ineffectiveness is minimized through the proper relationship of the hedging derivative contract with the hedged item. For the three and six months ended June 30, 2009 and 2008, there was no hedge ineffectiveness recorded in the consolidated condensed statements of operations. The Company uses foreign currency option and forward contracts in its cash flow hedging program to partially cover foreign currency risk related to international intercompany inventory sales. The unrealized net gains or losses in Accumulated other comprehensive income (loss)  on these cash flow hedges will be reclassified into the consolidated condensed statement of operations when the inventory is sold to a third party, generally three months after the expiration of the option or forward contract. Option and forward contracts outstanding as of June 30, 2009 expire no later than December 2009.

The Company also uses short-term foreign currency forward contracts and swap contracts as economic hedges to neutralize month-end balance sheet exposures. These contracts are not designated as hedging instruments. The contracts take the opposite currency position of the underlying exposure in the month-end balance sheet to counterbalance the effect of any currency movement and are recorded at fair value on the consolidated condensed balance sheet, with the gain or loss recognized in current period earnings.

15

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The cash flows from each of the Company’s derivative contracts are reflected as operating activities in the consolidated condensed statements of cash flows. The Company does not hold any derivative instruments for trading purposes.

The fair value of foreign currency forward and option contracts and interest rate swaps reflects the present value of the contracts, taking into consideration counterparty credit risk, at June 30, 2009 and 2008.

The following table summarizes the balance sheet locations and fair values of the Company’s derivative financial instruments as of June 30, 2009 and 2008:

		Derivative Instruments at June 30,
		2009							2008
(In thousands)  Description	Balance Sheet  Location	Notional  Amount			Assets  (Liabilities)  Fair  Value				Notional  Amount			Assets  (Liabilities)  Fair  Value
Derivative instruments designated as hedging instruments under SFAS No. 133:
Interest rate swaps	Other assets, including deferred taxes			—			—			$	5,000,000		$	152,591
Foreign currency forward and option contracts	Other current assets, including deferred taxes		$	1,236,685		$	36,866				—			—
Foreign currency forward and option contracts	Accrued expenses			—			—				2,654,692			(36,613	)
Foreign currency forward and option contracts	Other noncurrent liabilities			—			—				397,764			(3,946	)
Total derivative instruments designated as hedging instruments under SFAS No. 133							36,866							112,032
Derivative instruments not designated as hedging instruments under SFAS No. 133:
Foreign currency forward and swap contracts	Accrued expenses			2,184,882			(222	)			—			—
Foreign currency forward and swap contracts	Other assets, including deferred taxes			—			—				2,353,776			207
Total derivative instruments not designated as hedging instruments under SFAS No. 133							(222	)						207
Total						$	36,644						$	112,239

16

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following tables summarize the effect of derivative instruments on the Company’s consolidated condensed statements of operations for the three and six months ended June 30, 2009 and 2008:

(In thousands) Description	Location of Gain (Loss)  Recognized in the  Consolidated Condensed  Statement of Operations	Gain (Loss)  Three Months Ended  June 30,
		2009			2008
Fair value hedging instruments:
Interest rate swaps	Interest (income) expense, net	$	33,879		$	22,209
Derivatives not designated as hedging instruments under SFAS No. 133:
Foreign currency forward and swap contracts	Other income, net	$	(122,446	)	$	3,993
(In thousands) Description	Location of Gain (Loss)  Recognized in the  Consolidated Condensed  Statement of Operations	Gain (Loss)  Six Months  Ended June 30,
		2009			2008
Fair value hedging instruments:
Interest rate swaps	Interest (income) expense, net	$	76,933		$	53,300
Derivatives not designated as hedging instruments under SFAS No. 133:
Foreign currency forward and swap contracts	Other income, net	$	(76,179	)	$	(110,120	)

17

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

	Gain (Loss)  Recognized  in  AOCI  as of June 30,							Location of  Gain (Loss)  Reclassified from AOCI to the Consolidated Condensed  Statement of Operations	Gain (Loss)  Reclassified  from AOCI  to the  Consolidated Condensed  Statement of Operations
(In thousands) Description									Three Months  Ended June 30,							Six Months  Ended June 30,
	2009			2008					2009			2008				2009			2008
Cash flow hedging instruments:
Foreign currency option and forward contracts		$	53,158		$	(54,314	)	Other income, net		$	77,516		$	(21,945	)		$	146,456		$	(34,588	)

Credit Risk of Derivatives

The use of derivative instruments exposes the Company to credit risk. If the counterparty fails to perform, the credit risk is equal to the Company’s fair value gain, if any, in the derivative. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty owes the Company and, therefore, creates a credit risk for the Company. When the fair value of a derivative instrument contract is negative, the Company owes the counterparty and may be required to post collateral to one or more counterparties equal to the liability. The Company seeks to minimize the credit risk in derivative instruments by entering into transactions with reputable broker-dealers (financial institutions) that are reviewed periodically by the Company with the objective of minimizing credit risk. The Company has a policy of diversifying derivatives counterparties to mitigate the overall risk of counterparty defaults.

18

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 7. Productivity Initiatives

During the 2009 first half, the Company continued to implement productivity initiatives and realize the benefits of Project Impact. Prior to 2008, the Company had other global productivity initiatives in place.

The Company recorded the following charges related to its productivity initiatives for the three and six months ended June 30, 2009 and 2008:

	Three Months  Ended June 30,				Six Months  Ended June 30,
(In thousands except per share amounts)	2009		2008		2009		2008
Personnel costs	$	26,369	$	104,287	$	57,880	$	257,309
Accelerated depreciation and plant write-downs		14,655		10,984		29,095		21,402
Other closure/exit costs(1)		3,841		39,929		29,640		62,104
Total productivity initiatives charges		44,865		155,200		116,615		340,815
Gain on asset sale(2)		—		—		—		(104,655	)
Net productivity initiatives charges	$	44,865	$	155,200	$	116,615	$	236,160
Net productivity initiatives charges, after-tax	$	30,815	$	110,480	$	85,375	$	180,090
Decrease in diluted earnings per share	$	0.02	$	0.08	$	0.06	$	0.13

(1) Includes consulting fees incurred in connection with developing the productivity initiatives of approximately $2,693 and $2,286 for the three months ended June 30, 2009 and 2008, respectively, and $15,815 and $13,967 for the six months ended June 30, 2009 and 2008, respectively.

(2) Represents the net gain on the sale of a manufacturing facility in Japan.

The net productivity initiatives charges were recorded as follows:

	Three Months  Ended June 30,				Six Months  Ended June 30,
(In thousands)	2009		2008		2009		2008
Cost of goods sold	$	37,603	$	47,641	$	104,171	$	113,569
Selling, general and administrative expenses		6,026		101,551		11,190		202,125
Research and development expenses		1,236		6,008		1,254		25,121
Total productivity initiatives charges		44,865		155,200		116,615		340,815
Other income, net		—		—		—		(104,655	)
Net productivity initiatives charges	$	44,865	$	155,200	$	116,615	$	236,160

19

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Net productivity initiatives charges are recorded in the Corporate segment. The following table sets forth net productivity initiatives charges as they relate to the Company’s reportable segments:

(In thousands)	Three Months  Ended June 30,				Six Months  Ended June 30,
Segment	2009		2008		2009		2008
Pharmaceuticals	$	41,742	$	142,263	$	110,106	$	301,084
Consumer Healthcare		123		4,427		2,509		25,636
Animal Health		1,000		2,624		2,000		3,664
Corporate		2,000		5,886		2,000		10,431
Total productivity initiatives charges		44,865		155,200		116,615		340,815
Gain on asset sale - Pharmaceuticals		—		—		—		(104,655	)
Net productivity initiatives charges	$	44,865	$	155,200	$	116,615	$	236,160

The following table summarizes the net productivity initiatives charges, payments made and the reserve balance at June 30, 2009:

	Changes in Reserve Balance
(In thousands)	Reserve at  December 31,			Total Net  Charges  Six			Net  Payments/  Non-cash				Reserve at  June 30,
Productivity Initiatives	2008			Months			Charges				2009
Personnel costs		$	359,703		$	57,880		$	(108,922	)		$	308,661
Accelerated depreciation and plant write-downs			—			29,095			(29,095	)			—
Other closure/exit costs			6,187			29,640			(29,761	)			6,066
Total		$	365,890		$	116,615		$	(167,778	)		$	314,727

At June 30, 2009, the reserve balance for personnel costs related primarily to committed employee severance obligations and other employee-related costs associated with the Company’s productivity initiatives. These amounts are expected to be paid over the next 24 months. It is expected that additional costs will be incurred under the Company’s productivity initiatives over the next several years.

20

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 8. Stock-Based Compensation

The following table summarizes the components and classification of stock-based compensation expense for the three and six months ended June 30, 2009 and 2008:

	Three Months  Ended June 30,						Six Months  Ended June 30,
(In thousands)	2009			2008			2009			2008
Stock options		$	19,105		$	49,934		$	44,729		$	80,944
Restricted stock unit awards			16,768			32,978			34,660			54,666
Performance share unit awards			11,423			31,227			22,491			40,490
Total stock-based compensation expense		$	47,296		$	114,139		$	101,880		$	176,100
Cost of goods sold		$	4,348		$	11,473		$	9,482		$	18,267
Selling, general and administrative expenses			28,111			68,575			60,393			105,473
Research and development expenses			14,837			34,091			32,005			52,360
Total stock-based compensation expense			47,296			114,139			101,880			176,100
Tax benefit			16,240			39,342			35,042			60,795
Net stock-based compensation expense		$	31,056		$	74,797		$	66,838		$	115,305

In connection with the Company’s merger agreement with Pfizer, the Company agreed that in lieu of granting equity-based long-term incentive awards for 2009, it would grant long-term incentive awards settled in cash. In February 2009, the Compensation and Benefits Committee of the Company’s Board of Directors adopted, and the Company’s Board of Directors ratified the adoption of, the Wyeth 2009 Cash Long-Term Incentive Plan, which provides for the grant of cash-settled awards to eligible employees in an amount not to exceed $300 million in the aggregate. These awards vest on the third anniversary of the grant date, subject to acceleration in the event of a qualifying termination of employment following a change in control. These awards are not stock-based compensation and, therefore, are not reflected in the table above.

Note 9. Income Taxes

Taxing authorities in various jurisdictions are in the process of reviewing the Company’s tax returns. Except for the California Franchise Tax Board, where the Company has filed protests for the 1996-2003 tax years, taxing authorities are generally reviewing the Company’s tax returns for post-2001 tax years, including the Internal Revenue Service, which has begun its audit of the Company’s tax returns for the 2002-2005 tax years. Certain of these taxing authorities are examining tax positions associated with the Company’s cross-border arrangements. While the Company believes that these tax positions are appropriate and that its reserves are adequate with respect to such positions, it is possible that one or more taxing authorities will propose adjustments in excess of such reserves and that conclusion of these audits will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on the Company’s results of operations or cash flows in the period in which an adjustment is recorded and in future periods. The Company believes that an unfavorable resolution for open tax years would not be material to the financial position of the Company; however, each year, the Company records significant tax benefits with respect to its cross-border arrangements, and, therefore, the possibility of a resolution that is material to the financial position of the Company cannot be excluded.

21

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 10. Contingencies and Commitments

The Company is involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business, the most important of which are described below and/or have been described in the Company’s 2008 Financial Report as incorporated in its 2008 Annual Report on Form 10-K (referred to as the Company’s 2008 Financial Report) and/or the Company’s Quarterly Report on Form 10-Q for the 2009 first quarter. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. Additionally, the Company records insurance receivable amounts from third-party insurers when recovery is probable.

Like many pharmaceutical companies in the current legal environment, the Company is involved in legal proceedings, including product liability litigation, patent litigation, and suits and investigations relating to, among other things, pricing practices and promotional activities brought by governments and private payors, which are significant to its business, are complex in nature and have outcomes that are difficult to predict. Product liability claims, regardless of their merits or their ultimate outcomes, are costly, divert management’s attention, may adversely affect the Company’s reputation and demand for its products, and may result in significant damages. Patent litigation, if resolved unfavorably, can injure the Company’s business by subjecting the Company’s products to earlier than expected generic competition and also can give rise to payment of significant damages or restrictions on the Company’s future ability to operate its business. Investigations and/or suits brought by governments and/or private payors, regardless of their merits, are costly, divert management’s attention, and may adversely affect the Company’s reputation and demand for its products and, if resolved unfavorably, result in significant payments of fines or damages.

The Company intends to vigorously defend itself and its products in the litigation described below and in its prior filings and believes its legal positions are strong. However, from time to time, the Company may settle or decide no longer to pursue particular litigation as it deems advisable. In light of the circumstances discussed above, it is not possible to determine the ultimate outcome of the Company’s legal proceedings, and, therefore, it is possible that the ultimate outcome of these proceedings could be material to the Company’s results of operations, cash flows and financial position.

The following presents certain recent developments concerning the Company’s legal proceedings and should be read in conjunction with the Company’s prior reports, including the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter.

22

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Product Liability Litigation

Diet Drug Litigation

The litigation against the Company alleging that the Company’s former weight loss products, REDUX and/or PONDIMIN, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH), is described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter. Total diet drug litigation payments were $44.3 million and $97.3 million for the 2009 second quarter and 2009 first half, respectively, of which $12.9 million and $27.1 million, respectively, were made in connection with the nationwide settlement. Payments under the nationwide settlement may continue, if necessary, until 2018.

As of June 30, 2009, the Company was a defendant in approximately 35 pending lawsuits in which the plaintiff alleges a claim of PPH, alone or with other alleged injuries. During the course of settlement discussions, certain plaintiffs’ attorneys have informed the Company that they represent additional individuals who claim to have PPH, but the Company is unable to evaluate whether any such additional purported cases of PPH would meet the nationwide settlement agreement’s definition of PPH, a precondition to maintaining such a lawsuit. The Company continues to work toward resolving the claims of individuals who allege that they have developed PPH as a result of their use of the diet drugs and intends to vigorously defend those PPH cases that cannot be resolved prior to trial.

The Company has taken charges in connection with the REDUX and PONDIMIN diet drug matters, which to date total $21,100.0 million. The $993.9 million reserve balance at June 30, 2009 represents management’s best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs, including payments in connection with the nationwide settlement, claims asserted by opt outs from the nationwide settlement, PPH claims and the Company’s legal fees related to the diet drug litigation. It is possible that additional reserves may be required in the future, although the Company does not believe that the amount of any such additional reserves is likely to be material.

Hormone Therapy Litigation

The litigation against the Company alleging injury as a result of the plaintiffs’ use of one or more of the Company’s hormone or estrogen therapy products, including  PREMARIN  and  PREMPRO , is described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter. As of June 30, 2009, the Company was defending approximately 8,200 actions brought on behalf of approximately 9,900 women in various federal and state courts throughout the United States (including, in particular, the United States District Court for the Eastern District of Arkansas and the Pennsylvania Court of Common Pleas, Philadelphia County) for personal injuries, including claims for breast cancer, stroke, ovarian cancer and heart disease, allegedly resulting from their use of PREMARIN  or  PREMPRO ..

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Of the 31 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 23 now have been resolved in the Company’s favor (by voluntary dismissal by the plaintiffs (14), summary judgment (5), defense verdict (3) or judgment for the Company notwithstanding the verdict (1)), several of which are being appealed by the plaintiffs. Of the remaining eight cases: five such cases have been settled; one resulted in a plaintiffs’ verdict that was vacated by the court and a new trial ordered (which plaintiffs have appealed); and two ( Rowatt  and  Scroggin ) resulted in plaintiffs’ verdicts that the Company is appealing. One case,  Brockert , that had been resolved in the Company’s favor by summary judgment was affirmed in part and reversed in part on appeal and, accordingly, has been excluded from the preceding summary as this case will go back to trial. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting.

Additional trials of hormone therapy cases are scheduled for 2009. Individual trial results depend on a variety of factors, including many that are unique to the particular case, and the Company’s trial results to date, therefore, may not be predictive of future trial results.

As the Company has not determined that it is probable that a liability has been incurred and an amount is reasonably estimable, the Company has not established any litigation accrual for its hormone therapy litigation. As of June 30, 2009, the Company has recorded $202.0 million in insurance receivables relating to defense and settlement costs of its hormone therapy litigation. The insurance carriers that provide coverage that the Company contends is applicable have either denied coverage or have reserved their rights with respect to such coverage. The Company believes that the denials of coverage are improper and intends to enforce its rights under the terms of those policies.

Patent Litigation

ENBREL Litigation

As previously described in the Company’s 2008 Financial Report, the United States District Court for the District of Delaware entered a final judgment in favor of Amgen that  ENBREL  does not infringe ARIAD Pharmaceuticals, Inc.’s U.S. Patent No. 6,410,516. On June 1, 2009, the U.S. Court of Appeals for the Federal Circuit affirmed the District Court’s decision.

PROTONIX Litigation

In the ongoing litigation described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter relating to generic versions of  PROTONIX  tablets, on May 14, 2009, the U.S. Court of Appeals for the Federal Circuit affirmed the decision of the District Court denying the Company’s and Nycomed GmbH’s (Nycomed) request for a preliminary injunction. A trial on the liability (non-damages) issues in this litigation could occur prior to the end of 2009.

In a letter dated July 3, 2009, Apotex Inc. (Apotex) notified the Company and Nycomed that it has filed a Paragraph IV certification seeking approval to market a generic version of  PROTONIX  20 mg and 40 mg tablets before the expiration of the  PROTONIX  compound

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

patent (U.S. Patent No. 4,758,579), the same patent at issue in the litigation against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries, Ltd., Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (collectively, Sun) and KUDCO Ireland, Ltd. described above. The Company and Nycomed intend to initiate suit against Apotex.

The Company has dismissed cases brought against certain generic companies that have filed applications seeking to market generic pantoprazole sodium 40 mg base/vial I.V. in the United States. Those cases involved only the listed formulation patents for  PROTONIX ..

EFFEXOR Litigation

As described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter, the Company has settled several patent infringement lawsuits relating to generic capsule versions of  EFFEXOR XR  (extended release capsules). A number of such lawsuits remain pending. In each of these cases, a generic manufacturer filed an application seeking U.S. Food and Drug Administration (FDA) approval to market extended release venlafaxine capsules in the United States prior to the expiration of the Company’s three issued U.S. patents relating to extended release venlafaxine formulations and their use. In each of the cases that have been settled, the Company has granted the generic manufacturer a license to these patents permitting it to market a generic capsule version of  EFFEXOR XR  (extended release capsules) on negotiated dates prior to the expiration of these patents.

On May 18, 2009, pursuant to a settlement agreement between the parties, the United States District Court for the Central District of California entered a consent judgment and dismissed the lawsuit filed by the Company against Wockhardt Limited (Wockhardt), alleging that the filing by Wockhardt of an Abbreviated New Drug Application (ANDA) seeking FDA approval to market extended release venlafaxine capsules infringes the same three patents discussed above. Under the terms of the settlement, the Company has granted Wockhardt a license to these same patents permitting it to market its generic capsule version of  EFFEXOR XR  (extended release capsules) on or after June 1, 2012, subject to earlier launch in limited circumstances but in no event earlier than January 1, 2011. In connection with the license, Wockhardt will pay the Company a specified percentage of profit from sales of its generic product.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The seven lawsuits relating to generic capsule versions of EFFEXOR XR (extended release capsules) that remain pending are summarized in the following table:

Generic Filer	Expiration of  30-Month Stay*	Court	Anticipated  Trial Date
Sandoz Inc.	November 14, 2009	U.S.D.C., E.D.N.C.	Not yet scheduled
Mylan Pharmaceuticals Inc.	November 23, 2009	U.S.D.C., N.D.W.V.	October 2009
Biovail Corporation, Biovail Laboratories International SRL and Biovail Technologies, Ltd.	November 15, 2010	U.S.D.C., D. Del.	Not yet scheduled
Apotex Inc. and Apotex Corp.	January 10, 2011	U.S.D.C., S.D. Fla.	January 2010
Torrent Ltd. and Torrent Inc.	June 1, 2011	U.S.D.C., D. Del.	Not yet scheduled
Zydus Pharmaceuticals (USA) Inc. and Cadila Healthcare Limited	August 27, 2011	U.S.D.C., D. Del.	Not yet scheduled
Orgenus Pharma Inc. and Orchid Chemicals and Pharmaceuticals Ltd.	November 22, 2011	U.S.D.C., D. N.J.	Not yet scheduled

*     Stay could terminate upon an earlier court decision holding the patents at issue invalid or not infringed.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Commercial Litigation

Merger-Related Litigation

As described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter and in the proxy statement/prospectus for the Company’s 2009 Annual Meeting of Stockholders, purported class actions were commenced by the Company’s stockholders in the Delaware Court of Chancery (the Delaware Action) and in federal and state court in New Jersey against the Company and members of its Board of Directors seeking to rescind the Company’s merger agreement with Pfizer. On June 10, 2009, the Company, the Company’s directors and Pfizer entered into a memorandum of understanding with the plaintiffs in the Delaware Action reflecting an agreement in principle to settle the Delaware Action based on an agreement by the Company and its directors to include in the proxy statement/prospectus relating to the merger certain additional disclosures relating to the transaction. The Company, its directors and Pfizer each have denied, and continue to deny, that they have committed or aided and abetted the commission of any violation of law or engaged in any of the wrongful acts alleged in the Delaware Action, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties. The Company, its directors and Pfizer believe the Delaware Action is without merit, and they entered into the memorandum of understanding solely to avoid the risk of delaying the merger and to minimize the expense of litigation. The memorandum of understanding is subject to customary conditions including completion of appropriate settlement documentation, completion of due diligence to confirm the fairness of the settlement, approval by the Delaware Court of Chancery, and consummation of the merger.

If the settlement is consummated, the Delaware Action will be dismissed with prejudice and the defendants and other released persons will receive from or on behalf of all persons and entities who held the Company’s common stock at any time from January 26, 2009 through the date of consummation of the merger a release of all claims relating to the merger, the merger agreement and the transactions contemplated therein, and the disclosures made in connection therewith (including the claims asserted in the lawsuits filed in New Jersey state and federal courts). Members of the purported plaintiff class will be sent notice of the proposed settlement, and a hearing before the Delaware Court of Chancery will be scheduled regarding, among other things, approval of the proposed settlement and any application by plaintiffs’ counsel for an award of attorneys’ fees and expenses.

Average Wholesale Price Litigation

In the litigation, described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter, in which plaintiffs allege that the Company and other defendant pharmaceutical companies artificially inflated the Average Wholesale Price (AWP) of their drugs, which allegedly resulted in overpayment by, among others, Medicare and Medicare beneficiaries and state Medicaid plans, two of the pending AWP cases have been dismissed.  Swanston v. TAP Pharmaceuticals Products, Inc., et al. , No. CV2002-004988, Sup. Ct., Maricopa Cty., AZ, a putative state-wide class action pending in Arizona, has been dismissed on summary judgment because the sole named plaintiff and class representative used only one drug, Lupron (a drug not manufactured or sold by the Company), and the defendants were able to show that the plaintiff never purchased the drug based on an inflated AWP. In  The People of Illinois v. Abbott Laboratories, Inc., et al ., No. 05CH0274, Cir. Ct., Cook Cty., IL, the plaintiff State of Illinois has agreed to the dismissal without prejudice of the case against the Company.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Government Investigations

In connection with the grand jury investigation into the Company’s pricing and promotional practices relating to PROTONIX described in the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first quarter, on May 18, 2009, the United States Attorney’s Office for the District of Massachusetts and the Civil Division of the U.S. Department of Justice filed a complaint in intervention in two  qui tam  actions that had been filed under seal in the U.S. District Court for the District of Massachusetts.  United States et al. ex rel. Kieff v. Wyeth , Civil Action No. 03-12366-DPW. The complaint alleges that the Company violated the civil False Claims Act and federal common law by misreporting its “Best Price” for  PROTONIX  between 2001 and 2006. The two underlying  qui tam  complaints, which contain similar allegations, also were unsealed. Thereafter, on June 15, 2009, 15 states and the District of Columbia filed a complaint under the same docket number asserting violations of their various state laws based on allegations nearly identical to the federal complaint. On July 27, 2009, the Company waived service of the government’s complaint and moved to dismiss the complaint on several grounds. As of this date, the Company has not been served with any of the operative complaints. The Company believes that its pricing calculations were correct and intends to defend itself vigorously in these actions. The grand jury investigation continues.

Antitrust Matters

On July 8, 2009, the European Commission issued its final report in the European Commission’s sector-wide competition law inquiry into the pharmaceutical industry,  EU Pharmaceuticals Sector Inquiry , Case No. COMP/D2/39.514, described in the Company’s 2008 Financial Report, and announced the opening of one formal antitrust investigation, which did not involve the Company.

Environmental Proceedings

MPA Matter

In the criminal proceedings in Ireland, described in the Company’s 2008 Financial Report, in which Wyeth Medica Ireland (WMI) has been charged with violations of the Irish Waste Management Act and violations of WMI’s Integrated Pollution Prevention and Control License in connection with shipments of medroxyprogesterone acetate (MPA)-contaminated sugar water waste from WMI’s Newbridge, Ireland facility, the Company has withdrawn its appeal in the Irish Supreme Court challenging the right of the Director of Public Prosecutions and the Irish Environmental Protection Agency to prosecute the alleged violations of WMI’s Integrated Pollution Prevention and Control License. On June 12, 2009, the proceedings were transferred from the Naas Circuit Court, where they originally had been brought, to the Dublin Circuit Court, and on July 10, 2009, the matter was set for trial on June 2, 2010.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Regulatory Matters

EFFEXOR Proceedings

In May 2009, at the FDA’s request, the Company withdrew its pending petitions for reconsideration and stay of the FDA’s grant of an April 2003 petition by a consultant on behalf of an unnamed client seeking the FDA’s permission to submit an ANDA for venlafaxine extended release tablets utilizing the Company’s  EFFEXOR XR  (extended release capsules) as the reference product (as described in the Company’s 2008 Financial Report). As part of its November 2008 ruling that Sun’s ANDA for venlafaxine extended release tablets referencing  EFFEXOR XR  (extended release capsules) must be withdrawn on the ground that its proper reference drug should be Osmotica Pharmaceutical Corp.’s venlafaxine extended release tablet product, not  EFFEXOR XR  (extended release capsules) (see Patent Litigation –  EFFEXOR  Litigation in the Company’s 2008 Financial Report), the FDA had stated that the outcome made it unnecessary to address the issues raised in the Company’s petitions for stay and reconsideration.

Note 11. Company Data by Segment

The Company has four reportable segments: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare), Fort Dodge Animal Health (Animal Health) and Corporate. The Company’s Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments are strategic business units that offer different products and services. The reportable segments are managed separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. The Company’s Corporate segment is responsible for the audit, controller, treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, income, expense, gains and losses related to the overall management of the Company that are not allocated to the other reportable segments.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth Net revenue for the Company’s principal products and reportable segments, as well as Income (loss) before income taxes  for the Company’s reportable segments for the three and six months ended June 30, 2009 and 2008:

	Net Revenue
	Three Months  Ended June 30,				Six Months  Ended June 30,
(In thousands)	2009		2008		2009		2008
Pharmaceuticals:
EFFEXOR	$	771,750	$	1,022,221	$	1,590,591	$	2,043,607
PREVNAR		783,615		690,654		1,538,265		1,396,457
ENBREL
Outside U.S. and Canada		736,734		692,482		1,363,475		1,298,040
Alliance revenue - U.S. and Canada		303,347		283,677		543,555		609,991
Nutrition		435,838		430,086		851,329		841,291
ZOSYN/TAZOCIN		304,375		319,272		614,295		661,228
PREMARIN family		257,530		270,843		503,166		546,984
Hemophilia family(1)		247,930		250,671		454,356		489,882
PROTONIX family(2)		237,178		228,026		452,435		387,190
Other		700,335		779,260		1,355,599		1,451,315
Total Pharmaceuticals		4,778,632		4,967,192		9,267,066		9,725,985
Consumer Healthcare		631,439		664,892		1,244,023		1,340,100
Animal Health		285,089		313,274		561,044		589,922
Total net revenue	$	5,695,160	$	5,945,358	$	11,072,133	$	11,656,007

(1) The Hemophilia family net revenue for the 2009 second quarter and first half included revenue from BENEFIX of $153,773 and $284,047, respectively, and  REFACTO/XYNTHA  of $94,157 and $170,309, respectively, and the 2008 second quarter and first half included revenue from  BENEFIX  of $152,563 and $302,552, respectively, and  REFACTO/XYNTHA  of $98,108 and $187,330, respectively.

(2) PROTONIX family net revenue for the 2009 second quarter and first half included revenue from the Company’s own generic version of $150,212 and $273,524, respectively, and the branded product of $86,966 and $178,911, respectively, and the 2008 second quarter and first half included revenue from the Company’s own generic version of $123,276 and $199,104, respectively, and the branded product of $104,750 and $188,086, respectively.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

	Income (Loss) before Income Taxes
(In thousands)	Three Months  Ended June 30,						Six Months  Ended June 30,
Segment	2009			2008			2009			2008
Pharmaceuticals(1)	$	1,816,281		$	1,741,464		$	3,535,703		$	3,437,193
Consumer Healthcare(1)		141,036			119,823			273,866			241,083
Animal Health		81,769			69,897			158,663			131,267
Corporate(2)		(232,822	)		(312,338	)		(473,516	)		(432,710	)
Total	$	1,806,264		$	1,618,846		$	3,494,716		$	3,376,833

(1) Income (loss) before income taxes for the 2009 second quarter and first half included gains from product divestitures of approximately $4,196 and $29,351, respectively, which pertained primarily to the Consumer Healthcare segment. Income (loss) before income taxes for the 2008 second quarter and first half included gains from product divestitures of $10,143 and $33,201, which pertained primarily to the Pharmaceuticals and Consumer Healthcare segments.

(2) Corporate loss before income taxes included a net charge of $44,865 for the 2009 second quarter and $116,615 for the 2009 first half compared with $155,200 for the 2008 second quarter and $236,160 for the 2008 first half related to the Company’s productivity initiatives. For discussion of the Company’s productivity initiatives as it relates to each reportable segment, see Note 7, “Productivity Initiatives.” In addition, the 2009 second quarter and 2009 first half included costs related to the proposed merger with Pfizer of $21,221 and $48,471, respectively.

Note 12. Merger Agreement with Pfizer

On January 26, 2009, the Company announced it had entered into a definitive merger agreement with Pfizer, a Delaware corporation, and a wholly owned Delaware subsidiary of Pfizer. Pursuant to the merger agreement and subject to the conditions set forth therein, the Pfizer subsidiary will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Pfizer.

As a result of the merger, each outstanding share of the Company’s common stock, other than shares of restricted stock (for which holders will be entitled to receive cash consideration pursuant to separate terms of the merger agreement), and shares of common stock held directly or indirectly by the Company or Pfizer (which will be canceled as a result of the proposed merger), and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $33.00 in cash, without interest, and 0.985 of a validly issued, fully paid and non-assessable share of common stock of Pfizer. Under the terms of the merger agreement, in the event that the number of shares of common stock of Pfizer issuable as a result of the merger would exceed 19.9% of the outstanding shares of common stock of Pfizer immediately prior to the closing of the merger, the stock portion of the merger consideration will be reduced so that no more than 19.9% of the outstanding shares of common stock of Pfizer become issuable in the merger, and the cash portion of the merger consideration will be increased by a corresponding amount.

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WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The completion of the merger is subject to certain conditions, including, among others (i) adoption of the merger agreement by the Company’s stockholders (which occurred on July 20, 2009), (ii) the absence of certain legal impediments to the consummation of the merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining antitrust approvals in certain other jurisdictions (on July 17, 2009, the European Commission, one such jurisdiction, approved the proposed merger, subject to certain conditions), (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by the Company and Pfizer, respectively, and compliance by the Company and Pfizer with their respective obligations under the merger agreement, (v) declaration of the effectiveness by the Securities and Exchange Commission of the Registration Statement on Form S-4 filed by Pfizer (which occurred on June 17, 2009), and (vi) the lenders providing Pfizer with debt financing in connection with the merger shall not have declined to provide such financing at closing due to the occurrence of a Parent Material Adverse Effect (as defined in the merger agreement) or due to Pfizer failing to obtain certain credit ratings (the Specified Financing Condition). As of June 3, 2009, Pfizer had replaced its debt financing commitments with permanent financing through the issuance of unsecured senior notes, and, therefore, the Specified Financing Condition no longer is applicable.

A copy of the merger agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 29, 2009.

There are no assurances that the proposed transaction with Pfizer will be consummated on the expected timetable (at the end of the third quarter or during the fourth quarter of 2009) or at all. The merger agreement contains specified termination rights for the parties and sets forth specified circumstances under which either the Company or Pfizer would be required to pay the other party a termination fee in connection with the exercise of such termination rights.

The merger agreement with Pfizer received the required approval of stockholders at Wyeth’s Annual Meeting of Stockholders on July 20, 2009. Over 98 percent of votes cast and approximately 78 percent of the outstanding shares were voted in favor of the proposed merger with Pfizer.

During the 2009 second quarter and first half, the Company incurred $21.2 million after-tax ($0.02 per share-diluted) and $48.5 million after-tax ($0.04 per share-diluted), respectively, of costs related to the proposed merger with Pfizer.

32